**Exhibit
      10.3**




**PURCHASE
      MONEY**


**REAL
      ESTATE MORTGAGE, ASSIGNMENT,**


**AND
      SECURITY AGREEMENT**


**(The
      “Mortgage”)**








**Effective
                Date**:
            ______________
                __, 2007**Mortgagor**:
            MJ
                1353-1355 FIRST AVANUE, LLCc/o
                Wellington Real Estate, Inc.403
                Fairview AvenueWestwood,
                New Jersey 07675**Mortgagee**:
            Northeast
                Community Bank325
                Hamilton AvenueWhite
                Plains, NY 10601**Amount
                of purchase**
            Eighteen
                Million and no/100 Dollars**money
                loan secured**
            ($18,000,000.00)**hereby**:**Land
                (description of**
            See
                Exhibit A attached hereto and**real
                estate)**:
            incorporated
                herein by reference.





1.  MORTGAGE.
      In consideration of Ten Dollars ($10.00) and other valuable consideration
      received by Mortgagor, the receipt and sufficiency of which are hereby
      acknowledged, Mortgagor hereby grants, bargains, sells, assigns, transfers,
      conveys and mortgages to Mortgagee, its successors and assigns, to its own
      proper use and benefit forever, subject to the terms and conditions of this
      Mortgage, the real estate described above as the Land, together
      with:





(a)  Appurtenances .
      The
      benefit of all easements and other rights of any nature whatsoever, if any,
      appurtenant to the Land or the Improvements, or both, the benefit of all
      rights-of-way, strips and gores of land, streets, alleys, passages, drainage
      rights, sanitary sewer and potable water rights, storm water drainage rights,
      rights of ingress and egress to the Land and all adjoining property, and any
      improvements of Mortgagor now or hereafter located on any of such real property,
      interests, water rights and powers, oil, gas, mineral, riparian, littoral and
      air rights whether now existing or hereafter arising, together with the
      reversion or reversions, remainder or remainders, rents, issues, incomes and
      profits of any of the foregoing (the “Appurtenances”).











(b)  Improvements .
      All
      buildings, structures, betterments and other improvements of any nature now
      or
      hereafter situated in whole or in part upon the Land or on the Appurtenances,
      regardless of whether physically affixed thereto or severed or capable of
      severance therefrom (the “Improvements”).





(c)  Tangible
      Property .
      All of
      Mortgagor’s right, title and interest, if any, in and to all fixtures, equipment
      and tangible personal property of any nature whatsoever that is now or hereafter
      (i) attached or affixed to the Land, the Appurtenances, or the Improvements,
      or
      (ii) situated upon or about the Land, the Appurtenances and/or the Improvements,
      regardless of whether physically affixed thereto or severed or capable of
      severance therefrom, or (iii) used, regardless of where situated, if used,
      usable or intended to be used, in connection with any present or future use
      or
      operation of or upon the Land. The foregoing includes: all goods and inventory,
      all heating, air conditioning, lighting, incinerating and power equipment;
      all
      engines compressors, pipes, pumps, tanks, motors, conduits wiring, and
      switchboards; all plumbing, lifting, cleaning, fire prevention, fire
      extinguishing, refrigerating, ventilating, and communications and public address
      apparatus; all signage and recreational amenities including, without limitation,
      swimming pools, exercise equipment, tennis courts, clubhouse furnishings or
      saunas; all boilers, furnaces, oil burners, vacuum cleaning systems, elevators
      and escalators; all stoves, ovens, ranges, disposal units, dishwashers, water
      heaters, exhaust systems, refrigerators, cabinets, and partitions; all rugs,
      draperies and carpets; all laundry equipment; all building materials; all
      furniture (including, without limitation, any outdoor furniture), furnishings,
      office equipment and office supplies; and all additions, accessions, renewals,
      replacements and substitutions of any or all of the foregoing. The property
      interests encumbered and described by this Paragraph are called the “Tangible
      Property” in this Mortgage.





(d)  Rents .
      All
      rents, issues, incomes and profits in any manner arising from the Land,
      Improvements, Appurtenances or Tangible Property, or any combination thereof,
      including Mortgagor’s interest in and to all leases of whatsoever kind or
      nature, licenses, franchises and concessions of or relating to all or any
      portion of the Land, Appurtenances, Improvements or Tangible Property, or the
      operation thereof, whether now existing or hereafter made, including all
      amendments, modifications, replacements, substitutions, extensions, renewals
      or
      consolidations thereof. The property interests encumbered and described in
      this
      subparagraph are called the “Rents” in this Mortgage.





(e)  Proceeds .
      All
      proceeds of the conversion, voluntary, or involuntary, of any of the property
      encumbered by this Mortgage into cash or other liquidated claims, or that are
      otherwise payable for injury to or the taking or requisitioning of any such
      property, including all judgments, settlements and insurance and condemnation
      proceeds as provided in this Mortgage.





(f)  Contract
      Rights .
      All of
      Mortgagor’s right, title and interest in and to any and all contracts or leases,
      written or oral, express or implied, now existing or hereafter entered into
      or
      arising, in any matter related to the improvement, use, operation, sale,
      conversion or other disposition of any Interest in the Land, Appurtenances,
      Improvements, Tangible Property or the Rents, or any combination thereof,
      including all tenant leases, sales contracts, reservation deposit agreements,
      any and all deposits, prepaid items, and due to become due thereunder; and
      including, without limitation, contracts pertaining to maintenance, on-site
      security service,





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elevator
      maintenance, landscaping services, building or project management, marketing,
      leasing, sales and janitorial services; Mortgagor’s interests as lessee in
      equipment leases, including telecommunications, computers, vending machines,
      model furniture, televisions, laundry equipment; and Mortgagor’s interests in
      construction contracts or documents (including architectural drawings and plans
      and specifications relating to the Improvements), service contracts, use and
      access agreements, advertising contracts and purchase orders. The property
      interests encumbered and described in this Paragraph are called the “Contract
      Rights” in this Mortgage. Notwithstanding the foregoing, Mortgagee will not be
      bound by any of Mortgagor’s obligations under any of the foregoing contracts
      unless and until Mortgagee elects to assume any of such contracts or leases
      in
      writing.





(g)  Other
      Intangibles .
      All
      contract rights, commissions, money, deposits, certificates of deposit, letters
      of credit, documents, instruments, chattel paper, accounts, and general
      intangibles as such term from time to time are defined in the Uniform Commercial
      Code as adopted by the State of New York (the “Uniform Commercial Code”) in any
      manner related to the construction, use, operation, sale, conversion or other
      disposition (voluntary or involuntary) of the Land, Appurtenances, Improvements,
      Tangible Property, or Rents, including all construction plans and
      specifications, architectural plans, engineering plans and specifications,
      permits, government or quasi-governmental approvals, licenses, developer rights,
      vested rights under any Planned Unit Development or Development of Regional
      Impact or other project, zoning, or land use approval, insurance policies,
      rights of action and other choses in action.





The
      Land
      Appurtenances, Improvements and Tangible Property are collectively referred
      to
      as the “Mortgaged Property” in this Mortgage. The portion of the property
      encumbered by this Mortgage that from time to time consists of intangible
      personal property, except for the Rent, is called the “Intangible Property” in
      this Mortgage. The Mortgaged Property, Rents, Intangible Property and any other
      property interests encumbered hereby are hereinafter referred to collectively
      as
      the “Collateral”. Wherever used in this Mortgage, the use of the terms,
“Mortgaged Property,” “Rents”. “Intangible Property,” and “collateral” means and
      includes all or any portion thereof applicable to the context.





Notwithstanding
      the grant of Mortgagor’s interest in the Rents and Contract Rights above, so
      long as no Default shall exist hereunder or under any of the other Loan
      Documents, Mortgagor shall have a license to collect and receive all incomes
      arising from the operation, ownership, and maintenance of the Mortgaged
      Property, Rents and Contract Rights, but not more than one (1) month prior
      to
      accrual.





2.  SECURITY
      AGREEMENT. To the extent any of the Collateral encumbered by this Mortgage
      from
      time to time constitutes personal property subject to the provisions of the
      Uniform Commercial Code, this Mortgage constitutes a “Security Agreement” for
      all purposes under the Uniform Commercial Code. Without limitation, Mortgagee,
      at its election, upon the occurrence of a Default under this Mortgage, will
      have
      all rights, powers, privileges and remedies from time to time available to
      a
      secured party under the provisions of the Uniform Commercial Code with respect
      to the Collateral. The names and addresses of debtor and secured party are
      as
      shown for Mortgagor and Mortgagee, respectively, on the signature pages hereof.
      The remedies for any violation of the covenants, terms, and conditions of the
      security agreement





3





herein
      contained shall be (i) as prescribed herein, or (ii) as prescribed by general
      law, or (iii) as prescribed by the specific statutory provisions now or
      hereafter enacted and specified in the Uniform Commercial Code, all at
      Mortgagee’s sole election. Mortgagor and Mortgagee agree that the filing of
      financing statement(s) in the records normally having to do with personal
      property shall never be construed as in anywise derogating from or impairing
      this declaration and hereby stated intention of Mortgagor and Mortgagee that
      everything used in connection with the production of income from the Collateral
      or adapted for use therein or which is described or reflected in this Mortgage,
      is, and at all times and for all purposes and in all proceedings both legal
      or
      equitable shall be, regarded as part of the real estate irrespective of whether
      (i) any such item is physically attached to the Improvements, (ii) serial
      numbers are used for the better identification of certain items capable of
      being
      thus identified in a recital contained herein, or (iii) any such item is
      referred to or reflected in any financing statement(s) so filed at any time.
      Similarly, the mention in any financing statement of the rights in, or the
      proceeds of, any fire, hazard or liability insurance policy, or any award in
      eminent domain proceedings for a taking or for loss of value, or Mortgagor’s
      interest as lessor in any present or future lease, or rights to income growing
      out of the use of the Mortgaged Property, whether pursuant to a lease or
      otherwise, shall not be construed as altering any of Mortgagee’s rights as
      determined by this Mortgage, or otherwise available at law or in equity, or
      impugning the priority of this Mortgage or the Loan Documents, or both, but
      such
      mention in any financing statement is declared to be for Mortgagee’s protection
      if, as, and when any court holds that notice of Mortgagee’s priority of
      interest, to be effective against a particular class of persons, including
      the
      Federal government and any subdivision or entities of the Federal government,
      must be perfected in the manner required by the Uniform Commercial
      Code.





Mortgagor
      covenants and agrees that Mortgagor will furnish Mortgagee with notice of any
      change in name, identity, or organizational structure, mailing address,
      residences or principal place of business thirty (30) days prior to the
      effective date of any such change. Mortgagor will promptly execute any financing
      statements or other instruments deemed necessary by Bank to prevent any filed
      financing statement from becoming misleading or losing its perfected status
      or
      to reinstate any lapsed financing statement.





3.  AFTER-ACQUIRED
      PROPERTY. Without the necessity of any further act of Mortgagor or Mortgagee,
      the lien of and security interest created by this Mortgage automatically will
      extend to and include (i) any and all renewals, replacements, substitutions,
      accessions, proceeds, products, additions or after-acquired property for or
      to
      the Collateral, and (ii) any and all monies, proceeds and other property that
      from time to time, either by delivery to Mortgagor or by any instrument
      (including this Mortgage) may be subjected to such lien and security interest
      by
      Mortgagor or by anyone on behalf of Mortgagor, or with the consent of Mortgagor,
      or which otherwise may come into the possession or otherwise be subjected to
      the
      control of Mortgagee or Mortgagor pursuant to this Mortgage or the other Loan
      Documents.





4.  DEBT.
      Mortgagor is justly indebted to Mortgagee in the principal amount of EIGHTEEN
      MILLION DOLLARS ($18,000,000.00) as evidenced by that certain Promissory Note of even date
      herewith made by Mortgagor payable to the order of Mortgagee and maturing on
      December 1, 2008, unless such maturity is accelerated or extended (as provided
      in said Note), which Note, together with any and all renewals, replacements,
      extensions, modifications,





4





substitutions,
      future advances, and any and all other certificates or evidence of indebtedness
      evidenced by said Note is herein called the “Note”.





Mortgagor’s
      obligations described below are secured, among other things, by the collateral
      described in this Mortgage, which term includes any and all amendments,
      extensions, renewals, replacements, substitutions, modifications and
      consolidations of this Mortgage, and may also from time to time be secured
      by
      other collateral described in written documents. The Mortgage and such other
      documents as may exist on the date hereof or may exist hereafter are referred
      to
      as the “Security Documents,” which term, includes any and all financing
      statements, letters of credit, assignments, agreements, supplements, and riders
      made and delivered in connection with the Note and this Mortgage, and any and
      all amendments, modifications, extensions, renewals, replacements, substitutions
      and consolidations thereof or thereto. The Security Documents, the Note, and
      all
      documents between Mortgagor and Mortgagee are referred to collectively as the
      “Loan Documents” The Note, the Mortgage and the Loan Documents shall always be
      taken and read together as constituting part of one transaction.





The
      obligations of Mortgagor secured by the Security Documents arising pursuant
      to
      the Loan Documents are as follows and are called the “Debt” in this Mortgage and
      the other Loan Documents:





(a)  Loan
      Documents .
      Mortgagor’s payment or performance of all obligations imposed upon Mortgagor by
      the Loan Documents; and





(b)  Advances .
      All
      sums advanced by Mortgagee to or for the benefit of Mortgagor in the manner
      provided in the Loan Documents, or for the protection of the security of the
      Collateral, including, without limitation, all sums advanced pursuant to this
      Mortgage, including advances for repairs, maintenance, insurance, taxes, or
      assessments; and





(c)  Costs .
      All
      reasonable costs, expenses, losses, damages and other charges sustained or
      incurred by Mortgagee because of (i) Mortgagor’s default in payment or
      performance, as the case may be, of any provision contained in the Loan
      Documents; (ii) defense of actions instituted by Mortgagor or a third party
      against Mortgagee arising out of or related to the Loan, or in the realizing
      upon, protecting, perfecting, defending, or (iii) actions brought or defended
      by
      Mortgagee enforcing Mortgagee’s security interest in the Collateral. All of
      these costs and expenses include reasonable attorneys’ fees, paralegals’ fees,
      or legal assistants’ fees, whether incurred with respect to collection,
      litigation, bankruptcy proceedings, interpretation, dispute, negotiation, trial,
      appeal, defense of actions instituted by a third party against Mortgagee, or
      enforcement of any judgment based on the Loan Documents, whether or not suit
      is
      brought to collect such amounts or to enforce such rights or, if brought, is
      prosecuted to judgment.





(d)  Miscellaneous
      Expenses .
      All
      reasonable costs and expenses incurred by Mortgagee in connection with the
      Loan,
      whether prior to or at closing or during the term thereof, including, without
      limitation, hazard and other insurance required by the Loan Documents, surveys,
      brokerage commissions and claims of brokerage, ad valorem and personal property
      taxes, documentary stamp taxes and intangible taxes, attorneys’ fees, consultant
      fees, architect’s





5





fees,
      construction consultant’s fees, environmental surveys or assessments, and
      recording charges.





(e)  Indemnities .
      All
      costs, expenses, and amounts arising under or pursuant to any indemnity
      contained within the Loan Documents or in any separate agreement executed by
      Mortgagor in favor of Mortgagee.





5.  TITLE
      WARRANTIES. Subject to the Permitted Encumbrances (as hereinafter defined),
      Mortgagor covenants with Mortgagee that: (i) Mortgagor is indefeasibly seized
      of
      the Land and Improvements in fee simple, has good and marketable title to the
      Collateral and has full power, lawful right and authority to convey the same
      in
      fee simple and to grant Mortgagee a perfected first lien security interest
      in
      the Collateral, and (ii) the Collateral is free and clear of all liens,
      encumbrances, restrictions, and security interests of any nature except for
      those permitted encumbrances which Mortgagee has previously approved, as set
      out
      in Exhibit B attached hereto and incorporated herein by reference, which are
      referred to as “Permitted Encumbrances” in this Mortgage.





6.  LIENS.
      Mortgagor will not create or permit to be created, or to remain, and will
      promptly discharge at Mortgagor’s expense any and all liens or encumbrances
      upon, or security interests in, the Collateral, or any combination thereof,
      whether consensual, common law, statutory, voluntary, involuntary, or arising
      by
      operation of law, except Permitted Encumbrances. Notwithstanding the foregoing,
      and except for any construction liens, Mortgagor may contest the amount,
      validity and enforceability of any involuntary or nonconsensual lien,
      encumbrance or security interest, including those arising by operation of law,
      in the manner provided in Paragraph 8 below. If any construction lien is filed
      against the Mortgaged Property, Mortgagor agrees to discharge or otherwise
      remove such lien by bond or otherwise, within ten (10) days of imposition of
      same, but may thereafter contest the amount or validity of such lien as provided
      in Paragraph 8 below.





7.  TAXES
      AND
      OTHER IMPOSITIONS. Mortgagor will pay or cause to be paid, when due (i) all
      property taxes, assessments, water, sewer, utility and other rents, rates and
      charges, including all excises, taxes, levies, license fees, permit fees, impact
      fees, connection fees, and other fees and charges, whether general or special,
      ordinary or extraordinary, foreseen or unforeseen, that may be assessed, levied
      or imposed upon the Collateral, or otherwise arising with respect to the
      occupancy, use, possession or disposition thereof, whether or not the failure
      to
      pay the same might result in the creation of a lien upon the Collateral, or
      any
      combination thereof, (ii) all franchise, excise and other taxes, fees and
      charges assessed, levied or imposed with respect to Mortgagor’s right to do
      business in the State of New York and the political subdivisions thereof, (iii)
      all taxes and fees (except for Mortgagee’s state and Federal income taxes) that
      may be levied by the United States of America or any state or political
      subdivision thereof, upon Mortgagee or Mortgagor in connection with or upon
      the
      Loan Documents, or the Debt or its payment, or collection, or any combination
      thereof (including all documentary stamp taxes and intangible taxes plus any
      penalties and interest charged for the late payment of any such taxes); and
      (iv)
      all lawful claims and demands of contractors, subcontractors, mechanics,
      laborers, materialmen and other lienors which, if unpaid, might result in the
      creation of a lien upon the Collateral. The sums payable under this Paragraph
      are called “Impositions”. Nothing





6





contained
      in this Paragraph will require the payment of any Imposition so long as the
      amount, validity or enforceability thereof is contested by appropriate
      proceedings as provided in Paragraph 8 below. With respect to state and local
      real and tangible personal property taxes, however, Mortgagor will pay same
      and
      will furnish Mortgagee with copies of the receipts for each such payment without
      demand at least thirty (30) days prior to the date each of such taxes will
      become delinquent, and any contest of the same must be by a suit or other
      proceeding for a refund. Nothing contained in this Paragraph shall prohibit
      Mortgagor from paying Impositions in installments where such method of payment
      is permitted by law. With respect to all other Impositions, Mortgagor will
      furnish Mortgagee with proof of such payment upon demand. If any payment
      required to be made by Mortgagor by this Paragraph is prohibited by law, with
      the result that Mortgagee becomes liable for its payment, then the Debt will
      immediately become due and payable, at Mortgagee’s option.





8.  CONTESTS.
      Mortgagor may contest, by any and all appropriate administrative, trial or
      appellate proceedings, or any combination thereof, and in Mortgagee’s name, if
      required by law, the amount, validity, enforceability or application of any
      Imposition that Mortgagor is required to pay or perform to any person or entity
      other than Mortgagee by any provision of this Mortgage or the other Loan
      Documents if and only for so long as: (i) Mortgagor notifies Mortgagee in
      writing of its intent to contest the Imposition; (ii) such contest suspends
      the
      collection or enforcement of the item(s) contested; (iii) no part of the
      Collateral will be subject to loss, sale or forfeiture before final
      determination of any such contest; (iv) neither Mortgagor nor Mortgagee will
      be
      subject to any criminal liability; (v) Mortgagor furnishes such security as
      may
      be required by law in connection with each such contest; (vi) the value,
      usefulness and marketability of the Collateral will not be adversely impaired
      by
      any such contest; (vii) Mortgagor otherwise continues to pay and perform, as
      the
      case may be, the Debt and Mortgagor’s obligations under this Mortgage; (viii)
      Mortgagor otherwise is not in default under any provision of the Loan Documents;
      (ix) each such contest is continuously prosecuted diligently to final
      determination; (x) Mortgagor pays or causes to be paid, and defends, indemnifies
      and holds Mortgagee harmless of and from any and all losses, judgments, decrees
      and costs (including all reasonable attorneys’ fees) incurred in connection with
      each such contest; (xi) Mortgagor, promptly following final determination of
      each such contest, fully pays and discharges all amounts that may be levied,
      assessed, charged, imposed or otherwise determined to be payable, together
      with
      all penalties, fines, interests, costs and expenses, and otherwise complies
      with
      such final determination, at Mortgagor’s sole cost and expense; and (xii) such
      liens are not filed against the Mortgaged Property pursuant to the Lien Law
      of
      the State of New York, in which event such liens must be discharged or deferred
      to bond pursuant to Paragraph 6 above before Mortgagor contests such liens.
      So
      long as Mortgagor complies with the foregoing and Mortgagee is promptly
      reimbursed for all costs and expenses incurred, Mortgagee will cooperate with
      Mortgagor in connection with any such contest.





9.  INSURANCE.
      Until the Debt shall have been discharged by Mortgagor, Mortgagor shall
      maintain, at Mortgagor’s cost and expense, the following insurance coverages in
      full force and effect at all times:





(a)  Hazard
      and Property Insurance .
      Mortgagor will obtain and keep in full force (i) “All Risk” type property
      insurance to include as a minimum the perils of fire and





7





extended
      coverage, vandalism, water damage, collapse, earthquake, and law and ordinance
      (demolition and increased cost of construction) coverage in an amount equal
      to
      100% of the full insurable value of the Improvements (i.e., total cost less
      value of land and nondestructibles such as foundations, underground utilities,
      etc.); and (ii) personal property insurance as required by Mortgagee in an
      amount equal to 100% of the full insurable replacement value of the Tangible
      Property; and (iii) business income insurance in an amount equal to (y) annual
      net income plus continuing normal operating expenses, or (z) one year’s rental
      value including, but not limited to rental income from all Leases or sub-leases
      which are assigned to Mortgagee; and (iv) flood insurance in the maximum
      amount.





(b)  Liability
      Insurance .
      Mortgagor will obtain and keep in full force a “Broad Form Comprehensive General
      Liability” insurance coverage for both Mortgagor and any contractor performing
      services to the Mortgaged Property in the minimum coverage amount of Five
      Million Dollars ($5,000,000) per occurrence and combined single limit (“CSL”) of
      Fifteen Million Dollars ($15,000,000).





(c)  Other
      Insurance .
      Boiler
      and machinery insurance, worker’s compensation insurance, wind damage insurance,
      and other insurance coverages as Mortgagee may reasonably require.





The
      policy or policies of insurance shall (i) be from companies and in coverage
      amounts acceptable to Mortgagee, (ii) contain a standard mortgagee clause in
      favor of Mortgagee naming Mortgagee as a mortgagee and including a lender’s loss
      payee clause in such policy, as applicable (iii) not be terminable or modified
      without thirty (30) days’ prior written notice to Mortgagee, and (iv) be
      evidenced by original policies or certified copies of policies deposited with
      Mortgagee, as Mortgagee may elect, to be held by Mortgagee until the Debt shall
      have been fully paid and discharged. Mortgagor shall furnish Mortgagee
      satisfactory evidence of payment of all premiums required and similar evidence
      of renewal or replacement coverage not later than thirty (30) days prior to
      the
      date any coverage will expire.





Each
      insurance policy or endorsement required herein shall be written by an insurer
      having a rating not less than “A-XII” Best’s Rating according to the most
      current edition of Best’s Key Rating Guide as determined at the time of the
      initial policy and at all times during the term hereof. All policies shall
      indicate that notices related to such insurance shall be sent to Mortgagee
      at:





NorthEast
      Community Bank


325
      Hamilton Avenue


White
      Plains, New York 10601








If
      any
      loss occurs with respect to the Mortgaged Property, Mortgagee is hereby
      appointed attorney-in-fact for Mortgagor to make proof of loss if Mortgagor
      fails to make the same punctually, and in such event to give a receipt for
      any
      proceeds collected under such policies. Mortgagor will promptly give written
      notice to Mortgagee of any loss or damage to the Mortgaged Property, and will
      not adjust or settle any such loss without Mortgagee’s prior
      written





8





consent,
      which consent shall not be unreasonably withheld or delayed. Upon any Default
      by
      Mortgagor under this Mortgage, all right, title and interest of Mortgagor in
      and
      to all such insurance policies then in force, including any and all unearned
      premiums and existing claims, will inure to Mortgagee, which, at its option,
      and
      as attorney-in-fact for Mortgagor, may then make, settle and give binding
      acquittances for claims under all such policies, and may assign and transfer
      such policies or cancel or surrender them, applying any unearned premium in
      such
      manner as Mortgagee may elect. The foregoing appointment of Mortgagee as
      attorney-in-fact for Mortgagor is coupled with an interest, and is irrevocable.
      Notwithstanding the occurrence of any casualty or the availability of any
      insurance proceeds, Mortgagor will pay the Debt in the manner required by the
      Loan Documents.





10.  CONDEMNATION.
      If all or any part of the Collateral, or any interest therein or right accruing
      thereto, is taken as a result of, or in lieu or in anticipation of, the exercise
      of the right of condemnation or eminent domain, or by reason of the temporary
      requisition of the use or occupancy of the Mortgaged Property, in any event
      by
      any government or quasi-governmental authority, civil or military, or any other
      party entitled to exercise such powers by law, general or special, or is
      devalued or otherwise adversely affected by any of the foregoing actions, all
      proceeds payable with respect to any such action are assigned to Mortgagee
      and
      shall be paid to Mortgagee. Mortgagee shall be under no obligation to question
      the amount of any such award or compensation and may accept the same in the
      amount in which the same shall be paid. The proceeds of any award or
      compensation so received shall, at the option of the Mortgagee, either be
      applied to the payment of the Debt or be paid over to the Mortgagor for the
      restoration of the Improvement. Mortgagor, immediately upon obtaining knowledge
      of the institution or threatened institution, of any proceedings for the
      Mortgaged Property, or any part thereof, by condemnation or eminent domain,
      will
      notify the Mortgagee of the pending of such proceedings. Mortgagee shall have
      the right to intervene and participate in any proceedings for and in connection
      with any taking referred to in this Paragraph. Mortgagor shall not enter into
      any agreement for the taking of the Mortgaged Property or any part thereof
      with
      any person or persons authorized to acquire the same by condemnation or eminent
      domain, unless the Mortgagee shall have consented thereto in writing. Any of
      the
      foregoing actions are sometimes called a “condemnation” or “taking” in this
      Mortgage and the other Loan Documents. Such proceeds include, without
      limitation, severance damages, damages arising from the change of grade of
      any
      street or the access thereto, the taking of air rights and damages caused by
      noise, pollutants and other emissions. Notwithstanding any such taking or other
      injury or decrease in value, or the availability of any proceeds for any of
      the
      foregoing, Mortgagor shall continue to pay the Debt in the manner required
      by
      the Loan Documents. Mortgagee’s rights under this Paragraph will survive the
      foreclosure or other enforcement of this Mortgage, and Mortgagee will have
      the
      right to receive and retain all proceeds to the extent of any deficiency which
      exists upon such foreclosure or other enforcement, together with legal interest
      thereon, and to the extent of the reasonable counsel fees, costs and
      disbursements incurred by Mortgagee in connection with the collection of such
      proceeds. Such right shall exist whether or not a deficiency judgment shall
      have
      been sought or recovered or denied upon the Note. The remaining balance of
      such
      proceeds, if any, will inure to the benefit of the party entitled thereto by
      applicable law.





9





11.  APPLICATION
      OF INSURANCE PROCEEDS AND AWARDS. The Mortgagor will promptly give the Mortgagee
      written notice of any damage to or destruction of the Mortgaged Property or
      any
      part thereof, generally describing the nature and extent of such damage or
      destruction and the Mortgagor’s best estimate of the cost of restoring the
      Mortgaged Property. The Mortgagee may, at its sole option, apply all amounts
      recovered under any insurance policy required to be maintained by the Mortgagor
      hereunder in any one or more of the following ways: (a) to the payment of the
      reasonable costs and expenses incurred by the Mortgagee in obtaining such
      insurance proceeds, including the fees and expenses of attorneys and insurance
      and other experts and consultants, the costs of litigation, arbitration,
      mediation, investigations and other judicial, administrative or other
      proceedings and all other out-of-pocket expenses; (b) to the payment of any
      of
      the Debt other than indebtedness with respect to the Note at the time
      outstanding; (c) to the payment of the principal of the Note and any interest
      accrued and unpaid thereon, without regard to whether any portion or all of
      such
      amounts shall be matured or unmatured, together with interest at the default
      interest rate on any overdue principal and (to the extent permitted by
      applicable law) interest; and, in case such amount shall be insufficient to
      pay
      in full all such amounts, then such amounts shall be applied, first, to the
      payment of all amounts of interest accrued on the Note and unpaid, without
      preference or priority of any payment of interest over any other payment of
      interest or of any other Note, and, second, to the payment of all amounts of
      principal at the time outstanding, without preference or priority of any
      installment or amount of principal over any other installment or amount of
      principal or of any Note over any other Note, but otherwise in such manner
      and
      order as the Mortgagee shall in its sole discretion determine; (d) to fulfill
      any of the other covenants contained herein as the Mortgagee may determine;
      (e)
      release to the Mortgagor for application to the cost of restoring the Mortgaged
      Property; or (f) release to the Mortgagor. In the event of a foreclosure of
      this
      Mortgage, the purchaser of the Mortgaged Property shall succeed to all the
      rights of the Mortgagor, including any right to unearned premiums, in and to
      all
      policies of insurance assigned and delivered to the Mortgagee.





Notwithstanding
      anything to the contrary contained in this Paragraph 11, and upon the terms
      and
      conditions set forth below, in the event of damage or destruction to the
      buildings now or hereafter situated on the Mortgaged Property all insurance
      money paid to Mortgagee on account of such damage or destruction, less the
      actual costs, fees and expenses, if any, incurred in connection with adjustment
      of the loss, shall be released by Mortgagee to be applied to payment (to the
      extent of actual restoration performed) of the cost of restoring, repair,
      replacing or rebuilding the Mortgaged Property substantially to its value
      immediately prior to such damage or destruction (the “Restoration”), including
      the cost of temporary repairs. Insurance proceeds released for Restoration
      shall
      be disbursed from time to time as such Restoration progresses subject to the
      following conditions:





(a)
            Mortgagor
                is not then in Default under and no event of Default then exists
                with
                respect to any of the terms, covenants and conditions under the Note
                or
                the Mortgage;





(b)
            The
                cost of Restoration is less than 50% of the insurable value of the
                building or buildings prior to such damage or
                destruction;





10





(c)
            Mortgagee
                shall first be given satisfactory proof that by the expenditure of
                such
                proceeds, the Mortgaged Property will be fully restored, free and
                clear of
                all construction liens, or, if such proceeds are insufficient to
                restore
                or rebuild the Mortgaged Property, Mortgagor shall either (i) deposit
                promptly with Mortgagee funds which, together with such proceeds,
                shall be
                sufficient to complete Restoration, or (ii) provide other assurance
                satisfactory to Mortgagee that Restoration will be completed;
                and





(d)
                In
                    the event Mortgagor shall fail either to pursue Restoration diligently
                    to
                    completion or to complete Restoration within a reasonable time,
                    Mortgagee,
                    at its option, may complete Restoration for or on behalf of Mortgagor
                    and
                    for such purpose may do all necessary
                    acts.








In
      the
      event any of the said conditions are not or cannot be satisfied, then Mortgagee
      may apply such proceeds to payment of the Debt secured by the Mortgage. Under
      no
      circumstances shall Mortgagee become personally liable for the fulfillment
      of
      the terms, covenants and conditions contained in any of the leases of the
      Mortgaged Property with respect to the matters referred to in this paragraph
      nor
      shall the Mortgagee become obligated to take any action to restore the Mortgaged
      Property. Mortgagee shall not be obligated to see to the proper application
      of
      any funds released hereunder, nor shall any amount so released or used be deemed
      a payment on the Debt secured by the mortgage.





Upon
      (i)
      completion of all the Restoration in a good workmanlike manner and substantially
      in accordance with the plans and specifications therefor, if any, approved
      by
      Mortgagee and (ii) receipt by Mortgagee of satisfactory evidence that the
      Restoration has been completed and paid for in full (or, if any part of such
      Restoration has not been paid for, adequate security for such payment shall
      exist in form satisfactory to Mortgagee), any balance of the insurance proceeds
      at the time held by Mortgagee shall be paid to Mortgagor or its designee
      provided Mortgagor is not then in Default under and no event of Default then
      exists with respect to any of the terms or provisions of the Note or the
      Security Documents.





If,
      while
      any insurance proceeds are being held by Mortgagee to reimburse Mortgagor for
      the cost of Restoration of the Mortgaged Property, Mortgagee shall be or become
      entitled to, and shall, accelerate the Debt secured by the Mortgage upon the
      terms and conditions set forth in the Note, Mortgagee shall be entitled to
      apply
      all such proceeds then held by it in reduction of the Debt secured by the
      Mortgage and any excess held by it over the amount of the Debt secured by the
      Mortgage shall be returned to Mortgagor or any party entitled
      thereto.





12.
      MAINTENANCE, REPAIRS, AND RECONSTRUCTION.





(a)  Maintenance
      and Repairs .
      Mortgagor, at its sole cost, shall make all repairs, renewals, replacements,
      servicing and reconstruction that are necessary to maintain the Mortgaged
      Property in good order, condition and repair. Immediately following the
      occurrence of any casualty or other loss, Mortgagor promptly will undertake
      all
      restoration required or





11





desirable
      and will pursue it diligently to completion. Mortgagor shall (i) promptly comply
      with all laws, governmental regulations and public or private restrictions
      or
      easements, or both, of any kind affecting the Mortgaged Property or requiring
      any alterations or improvements to be made thereon, and (ii) not commit, suffer
      or permit any act upon the Mortgaged Property in violation of any law, subject
      to Mortgagor’s right to contest the same in good faith to conclusion, as
      provided in Paragraph 8 of this Mortgage. If any public agency or authority
      requires or commences any proceedings for the demolition or removal, or both,
      of
      any improvements or portions thereof comprising the Mortgaged Property due
      to
      non-compliance with health, safety, fire or building codes, then, unless
      Mortgagor undertakes to contest such action in the manner provided in Paragraph
      8 above and pursues such contest to a successful conclusion, such action will
      constitute a Default under this Mortgage. Mortgagee and any persons authorized
      by Mortgagee may enter the Mortgaged Property at all reasonable times with
      prior
      notice for inspections or for any other lawful purpose. If Mortgagor fails
      to
      comply with the requirements of this Paragraph, then Mortgagee, without waiving
      the option to foreclose, may take some or all measures Mortgagee reasonably
      deems necessary or desirable for the maintenance, repair, preservation or
      protection of the Mortgaged Property, and any expenses reasonably incurred
      by
      Mortgagee in so doing shall become part of the Debt secured hereby, and shall,
      at the option of Mortgagee, become immediately due and payable, and shall bear
      interest at the Default Rate specified in the Note. Mortgagee shall have no
      obligation to care for or maintain the Mortgaged Property, or, having taken
      some
      measures therefor, to continue same or take other measures.





(b)  Reconstruction .
      The
      Mortgagor shall promptly repair, restore, replace or rebuild any part of the
      Mortgaged Property, now or hereafter encumbered by this Mortgage which may
      be
      affected by any condemnation proceeding or which may otherwise become damaged,
      destroyed, lost or unsuitable for use. In the event the Mortgaged Property
      or
      any part thereof, if damaged or destroyed by fire or other casualty, the
      Mortgagor shall immediately notify the Mortgagee, in writing, of such damage
      or
      destruction. The Mortgagor shall not cause or permit anything to be done which
      would or could increase the risk of fire or other hazard to the Mortgaged
      Property, or any part thereof, or which would or could result in an increase
      in
      any insurance premiums payable with respect to the Mortgaged Property, or which
      would or could result in the cancellation of any insurance policy carried with
      respect to the Mortgaged Property. No part of the Mortgaged Property, including,
      but not limited to, any building, structure, water system, sewer system, parking
      lot, driveway, landscape scheme, timber or other ground improvement, equipment
      or other property, now or hereafter mortgaged, shall be removed, demolished
      or
      materially altered without the prior written consent of the Mortgagee. No top
      soil, sand, sod, loam, clay or gravel shall be mined, stripped, or removed
      from
      the Mortgaged Property without the written consent of the
      Mortgagee.





13.  ADVANCES.
      If Mortgagor defaults in the observance or performance of any of the provisions
      of the Loan Documents, including but not limited to obtaining and maintaining
      insurance pursuant to Paragraph 9, paying Impositions pursuant to Paragraph
      7,
      and maintaining the Mortgaged Property pursuant to Paragraph 12, then Mortgagee,
      without waiving or otherwise impairing any other of its rights or remedies,
      at
      its sole option and without obligation to do so, and without demand upon
      Mortgagor, may make any such payment or take such action as Mortgagee deems
      necessary or appropriate to correct such Default, or to protect the security
      of
      the Collateral encumbered by the Loan Documents. All payments so made, together
      with all





12





costs
      and
      expenses so incurred, will be added to the principal amount due under the Note
      and thereafter will bear interest at the rate then payable as provided for
      in
      the Note, and will be secured by the lien and security interest granted by
      the
      Security Documents. For the foregoing purposes, Mortgagee is authorized to
      (a)
      enter upon the Mortgaged Property; (b) appear in and defend any action or
      proceeding purporting to affect the security of this Mortgage or the rights
      or
      powers of Mortgagee hereunder, (c) pay, purchase, contest or compromise any
      encumbrance, charge or lien that in the reasonable judgment of Mortgagee appears
      to adversely affect the Collateral; and (d) take whatever action Mortgagee,
      in
      its discretion, deems necessary or appropriate in exercising any such powers.
      Notwithstanding the foregoing, Mortgagor immediately, upon Mortgagee’s demand,
      will pay all sums so expended by Mortgagee with interest as stated
      above.





14.
      ASSIGNMENT OF RENTS, LEASES, PROFITS AND CONTRACT RIGHTS. Pursuant to Paragraph
      1 of this Mortgage, Mortgagor has irrevocably assigned and set over unto
      Mortgagee all right, title, and interest of Mortgagor in and to the Rents and
      Contract Rights (including all leases and sales contracts now or hereafter
      existing relating to the Mortgaged Property) as security for the Debt, together
      with the right to collect and enforce the same; provided, however, so long
      as
      there shall be no Default under the Loan Documents, Mortgagor has been granted
      a
      license to collect and receive all Rents assigned hereunder in accordance with
      Paragraph 1. Neither these assignments nor Mortgagee’s enforcement of the
      provisions of these assignments (including the receipt of the Rents) will
      operate to subordinate the lien of this Mortgage to any of the rights of any
      lessee or purchaser under any lease or sales contract of the Mortgaged Property,
      or to subject Mortgagee to any liability to any such lessee or purchaser for
      the
      performance of any obligations of Mortgagor under any such lease or sales
      contract unless and until Mortgagee agrees to such subordination or assumes
      such
      liability by an appropriate written instrument. All right, title and interest
      of
      each such lessee or purchaser in and to the Mortgaged Property, whether arising
      by virtue of any such lease, contract or otherwise, at all times will be and
      remain subject, subordinate and inferior to the lien of this Mortgage and all
      rights, remedies, powers and privileges of Mortgagee arising under or by virtue
      of any of the Loan Documents. The assignments of Rents and Contract Rights
      (including leases) contained in this Mortgage are intended to provide Mortgagee
      with all the rights and remedies of mortgagees pursuant to the Real Property
      Law
      of the State of New York, as may be amended from time to time. However, in
      no
      event shall this reference diminish, alter, impair, or affect any other rights
      and remedies of Mortgagee. Notwithstanding the foregoing, if Mortgagor shall
      have executed an Assignment of Rents constituting one of the Loan Documents,
      such Assignment of Rents is hereby incorporated herein by reference and shall
      control if in conflict with the provisions of this Mortgage.





15.  [INTENTIONALLY
      OMITTED]





16.  DEFAULT.
      The occurrence of any of the following (time being of the essence as to this
      Mortgage and all of its provisions) constitutes a “Default” by Mortgagor under
      this Mortgage and, at the option of Mortgagee, under the other Loan
      Documents:





(a)  Scheduled
      Payment .
      Mortgagor’s failure to make any payment required by the Note when
      due.





13








(b)  Monetary
      Default .
      Mortgagor’s failure to make any payment required by this Mortgage or the other
      Loan Documents when due.





(c)  Other .
      Mortgagor’s failure to perform any other obligation imposed upon Mortgagor by
      this Mortgage or the other Loan Documents within the time period therein
      specified, or as may be specified by Mortgagee, if in the sole opinion of
      Mortgagee such Default is curable. This provision shall not be construed to
      provide Mortgagor with any grace period in complying with any obligations
      imposed on Mortgagor by the terms of the Loan Documents except as expressly
      specified in Paragraph 17 below.





(d)  Representation .
      Any
      representation or warranty of Mortgagor contained in this Mortgage or in any
      certificate delivered pursuant hereto, or in any other instrument or statement
      furnished in connection herewith, proves to be incorrect or misleading in any
      materially adverse respect as of the time when the same shall have been
      made.





(e)  Bankruptcy .
      Mortgagor (i) files a voluntary petition in bankruptcy or a petition or answer
      seeking or acquiescing in any reorganization or for an arrangement, composition,
      readjustment, liquidation, dissolution, or similar relief for itself pursuant
      to
      the United States Bankruptcy Code or any similar law or regulation, Federal
      or
      state relating to any relief for debtors, now or hereafter in effect; or (ii)
      makes an assignment for the benefit of creditors or admits in writing its
      inability to pay or fails to pay its debts as they become due; or (iii) suspends
      payment of its obligations or takes any action in furtherance of the foregoing;
      or (iv) consents to or acquiesces in the appointment of a receiver, trustee,
      custodian, conservator, liquidator or other similar official of Mortgagor for
      all or any part of the Collateral or other assets of such party, or either;
      or
      (v) has filed against it an involuntary petition, arrangement, composition,
      readjustment, liquidation, dissolution, or an answer proposing an adjudication
      of it as a bankrupt or insolvent, or is subject to a reorganization pursuant
      to
      the United States Bankruptcy Code, an action seeking to appoint a trustee,
      receiver, custodian, or conservator or liquidator, or any similar law, Federal
      or state, now or hereafter in effect, and such action is approved by any court
      of competent jurisdiction and the order approving the same shall not be vacated
      or stayed within thirty (30) days from entry; or (vi) consents to the filing
      of
      any such petition or answer, or shall fail to deny the material allegations
      of
      the same in a timely manner.





(f)  Judgments .
      (1) A
      final judgment, other than a final judgment in connection with any condemnation,
      and including any judgment or other final determination of any contest permitted
      by Paragraph 8 of this Mortgage, is entered against Mortgagor that (i) adversely
      affects the value, use or operation of the Collateral, or (ii) adversely
      affects, or reasonably may adversely affect, the validity, enforceability or
      priority of the lien or security interest created by this Mortgage or the other
      Loan Documents, or both; or (2) execution or other final process issues thereon
      with respect to the Collateral; and (3) Mortgagor does not discharge the same
      or
      provide for its discharge in accordance with its terms, or procure a stay of
      execution thereon, in any event within thirty (30) days from entry, or Mortgagor
      shall not, within such period or such longer period during which execution
      on
      such judgment shall have been stayed, appeal therefrom or from the order, decree
      or process upon or pursuant to which such judgment shall have been entered,
      and
      cause its execution to be stayed during such appeal, or if on
      appeal





14





such
      order, decree or process shall be affirmed and Mortgagor shall not discharge
      such judgment or provide for its discharge in accordance with its terms within
      sixty (60) days after the entry of such order or decree or affirmance, or if
      any
      stay of execution on appeal is released or otherwise discharged.





(g)  Liens .
      Any
      Federal, state or local tax lien or any claim of lien for labor or materials
      or
      any other lien or encumbrance of any nature whatsoever is recorded against
      Mortgagor or the Mortgaged Property and is not removed by payment, bond or
      transferred to substitute security in the manner provided by law, within twenty
      (20) days after notice thereof is received by Mortgagor or is not contested
      by
      Mortgagor in the manner permitted by Paragraph 8 above.





(h)  Other
      Notes or Mortgages .
      Mortgagor’s default in the performance or payment of Mortgagor’s obligations
      under any other note, or under any other mortgage encumbering all or any part
      of
      the Mortgaged Property, if the other mortgage is permitted by Mortgagee, whether
      such other note or mortgage is held by Mortgagee or by any other
      party.





(i)  Mortgagor
      Default Under Loan Documents .
      Mortgagor’s default in the payment or performance of any of Mortgagor’s
      obligations under any of the Loan Documents, including this Mortgage and any
      riders thereto.





(j)  Mortgagor’s
      Continued Existence .
      Mortgagor shall cease to exist or to be qualified to do or transact business
      in
      the State in which the Mortgaged Property is located or be dissolved or shall
      be
      a party to a merger or consolidation, or shall sell all or substantially all
      of
      its assets, or the death of any individual being a Mortgagor.





(k)  Stock
      in Mortgagor .
      Except
      as specifically provided for herein, if, without the prior written consent
      of
      Mortgagee, any shares of stock of Mortgagor are issued, sold, transferred,
      conveyed, assigned, mortgaged, pledged, or otherwise disposed of so as to result
      in change of control of Mortgagor, whether voluntarily or by operation of law,
      and whether with or without consideration, or any agreement for any of the
      foregoing is entered into; or, if Mortgagor is a partnership, any general
      partnership interest or other equity interest in the partnership is sold,
      transferred, assigned, conveyed, mortgaged, pledged, or otherwise disposed
      of,
      whether voluntarily or by operation of law, and whether with or without
      consideration, or any agreement for any of the foregoing is entered into, or
      any
      general partner of Mortgagor withdraws from the partnership.





(l)  Transfer
      of Mortgaged Property or Ownership .
      Except
      as specifically provided for herein, any sale, conveyance, transfer, assignment,
      or other disposition of all or any part of the Collateral or any ownership
      interest in Mortgagor in violation of Paragraph 25 below.





(m)  False
      Statement .
      Any
      material statement or representation of Mortgagor contained in the materials
      furnished to Mortgagee or prior or subsequent to the making of the loan secured
      hereby are discovered to have been false or incorrect or incomplete in any
      material respect.





15





(n)  Default
      Under Indemnity .
      Mortgagor shall default under any obligation imposed upon Mortgagor by any
      indemnity whether contained within any of the Loan Documents or
      otherwise.





17.  REMEDIES.
      Upon the occurrence and continuance, if applicable, of any Default, Mortgagee
      may exercise any one or more of the following rights and remedies, in addition
      to all other rights and remedies otherwise available at law or in
      equity:





(a)  Other
      Documents .
      To
      pursue any right or remedy provided by the Loan Documents.





(b)  Acceleration .
      To
      declare the entire unpaid amount of the Debt together with all accrued and
      unpaid interest thereon immediately due and payable with interest to be due
      thereon at the Default Rate set forth in the Note.





(c)  Foreclosure .
      To
      foreclose the lien of this Mortgage and obtain possession of the Collateral,
      by
      any lawful procedure.





(d)  Code
      Rights .
      To
      exercise any right or remedy available to Mortgagee as a secured party under
      the
      Uniform Commercial Code, with respect to any portion of the Collateral then
      constituting property subject to the provisions of such Code; or Mortgagee,
      at
      its option, may elect to treat the Collateral as real property, or an interest
      therein, for remedial purposes.





(e)  Receiver .
      To
      apply, on ex parte motion, to any court of competent jurisdiction for the
      appointment of a receiver to take charge of, manage, preserve, protect, complete
      construction of, rent, and operate the Mortgaged Property and any of Mortgagor’s
      business or businesses situated thereon, or any combination thereof, to collect
      the Rents; to make all necessary and needed repairs; to pay all taxes,
      assessments, insurance premiums and all other costs incurred in connection
      with
      the Mortgaged Property; and, after payment of the expenses of the receivership,
      including reasonable attorneys’ fees and other costs and expenses related to the
      enforcement of the Security Documents, and after compensation to the receiver
      for any of the services described herein or pursuant hereto, to apply all net
      proceeds derived therefrom in reduction of the Debt or in such other manner
      as
      the court shall direct. The appointment of such receiver shall be a matter
      of
      strict right to Mortgagee, regardless of the adequacy of the security or of
      the
      solvency of any party obligated for payment of the Debt. All expenses, fees
      and
      compensation incurred pursuant to any such receivership shall be secured by
      the
      lien of this Mortgage until paid. The receiver, personally or through agents,
      may exclude Mortgagor wholly from the Mortgaged Property and have, hold, use,
      operate, manage and control the Mortgaged Property and may, in the name of
      Mortgagor, exercise all of Mortgagor’s rights and powers to maintain, construct,
      operate, restore, insure and keep insured the Mortgaged Property in such manner
      as such receiver deems appropriate.





(f)  Rents .
      After
      Mortgagee shall have given written notice to Mortgagor, to collect all rents,
      issues, profits, revenues, income, proceeds, or other benefits from the
      Collateral, or to pursue any remedy available under the Real Property Law of
      the
      State of New York, as amended, supplemented, or superseded from time to
      time.





16








(g)  Other
      Security .
      To
      proceed to realize upon any and all other security for the Debt in such order
      as
      Mortgagee may elect; no such action, suit, proceeding, judgment, levy, execution
      or other process will constitute an election of remedies by Mortgagee or will
      in
      any manner alter, diminish or impair the lien and security interest created
      by
      this Mortgage or any other Security Documents unless and until the Debt is
      paid
      in full.





(h)  Advances .
      To
      advance such monies and take such other action as is authorized by Paragraphs
      13
      and 20 herein.





Notwithstanding
      anything to the contrary contained in this Mortgage or the Security Documents,
      including without limitation the Note referred to therein, Mortgagee agrees
      that
      it shall not exercise any right or remedy provided for therein because of a
      Default by Mortgagor unless Mortgagee shall first have given written notice
      thereof to Mortgagor and Mortgagor shall have failed, in the event of a monetary
      Default as described in Paragraph 16(a) and (b), to pay the outstanding sums
      within a period of ten (10) calendar days after the giving of such notice of
      Default, or in the event of a non-monetary Default as described in Paragraph
      16(c), Mortgagor shall have failed within a period of thirty (30) days after
      the
      giving of such notice of Default to cure the non-monetary default; provided
      that
      if the non-monetary Default cannot be cured within thirty (30) days and
      Mortgagor proceeds diligently with efforts to cure such default until it shall
      be fully cured within no more than sixty (60) days after the giving of such
      notice or such longer period as Mortgagee may specify, Mortgagee shall not
      exercise any right or remedy provided herein until such cure period shall
      expire; provided, further, that Mortgagee shall not be required to give any
      such
      notice or to allow any part of the cure period if (i) Mortgagor or any Guarantor
      shall have filed a petition in bankruptcy or for re-organization or a bill
      in
      equity or otherwise initiated proceedings for the appointment of a receiver
      of
      its or their assets and such appointment or such receivership is not terminated
      within thirty (30) days; or (ii) Mortgagee determines that its security may
      be
      imminently and materially threatened or impaired by reason of such Default.
      Furthermore, any notice and grace period requirements contained elsewhere in
      the
      Mortgage and Security Documents including the Note secured thereby shall run
      concurrently with the requirements contained in this Paragraph and not in
      addition thereto.





18.  WAIVER
      OF
      CERTAIN RIGHTS. Mortgagor will not claim, take or insist upon any benefit or
      advantage of any present or future stay, extension, redemption or moratorium
      law
      that may affect Mortgagor’s obligations hereunder, or any law providing for the
      valuation or appraisal of the Mortgaged Property or any portion thereof prior
      to
      any sale or sales that may be made under or by virtue of this Mortgage.
      Mortgagor, for itself and all who may claim under Mortgagor, waives, to the
      extent that it lawfully may, all rights to have the Mortgaged Property and
      any
      other security for the Debt marshaled upon any foreclosure or otherwise.
      Mortgagor hereby waives and renounces all homestead and exemption rights
      provided for by the laws of the United States of America and of any state,
      including New York, in and to the Mortgaged Property as against the collection
      of the Debt, or any part thereof.





19.  FURTHER
      ASSURANCES. Mortgagor, from time to time, will execute, acknowledge, subscribe
      and deliver to or at the direction of Mortgagee such documents and further
      assurances as Mortgagee may reasonably require for the purpose of
      evidencing,





17





perfecting
      or confirming the lien and security interest created by this Mortgage, or the
      security intended to be afforded by the Loan Documents, or both. Without
      limitation of the foregoing, Mortgagor will defend, indemnify and hold Mortgagee
      harmless with respect to any suit or proceeding in which the validity,
      enforceability or priority of the lien or security interest, or both, is
      endangered or contested, directly or indirectly, and will provide Mortgagee
      with
      such security for the defense of any such suit or proceeding as Mortgagee
      reasonably may require. If Mortgagor fails to undertake the defense of any
      such
      claim in a timely manner, or fails to furnish Mortgagee with reasonable security
      for such defense, or, in Mortgagee’s sole but reasonable determination, fails to
      prosecute such defense with due diligence, then Mortgagee is authorized to
      take,
      at the expense of Mortgagor, all necessary and proper action in defense of
      any
      such claim, including the retention of legal counsel, the prosecution or defense
      of litigation and the compromise or discharge of claims, including payment
      of
      all costs and reasonable attorneys’ fees. All costs, expenses and losses, if
      any, so incurred by Mortgagee, including reasonable attorneys’ fees, regardless
      of whether suit is brought and, if suit is brought, for all administrative,
      trial and appellate proceedings, if any, will constitute advances by Mortgagee
      as provided in Paragraph 13.





20.  CUMULATIVE
      RIGHTS AND NON-WAIVER. No right or remedy conferred upon or reserved to
      Mortgagee by this Mortgage or in any of the other Loan Documents is intended
      to
      be exclusive of any other right or remedy; and each and every right and remedy
      is cumulative and in addition to any other right or remedy otherwise available.
      Every right, power, privilege and remedy granted Mortgagee by this Mortgage
      or
      any of the other Loan Documents, or both, or otherwise available at law or
      in
      equity may be exercised by Mortgagee from time to time as often as Mortgagee
      deems expedient until the Debt is paid in full. Mortgagee’s failure to insist at
      any time upon the strict observance or performance by Mortgagor of any of the
      provisions of this Mortgage or in any of the other Loan Documents, or to
      exercise any right or remedy provided for in this Mortgage or in any of the
      other Loan Documents, will not impair any such right or remedy or be construed
      as a waiver or relinquishment thereof for the future. Receipt by Mortgagee
      of
      any payment required to be made pursuant to any of the Loan Documents with
      knowledge of the breach of any provision of any of the Loan Documents will
      not
      constitute a waiver of such breach. In addition to all other remedies provided
      in this Mortgage, Mortgagee will be entitled, to the extent permitted by
      applicable law, to injunctive relief in the case of a violation or attempted
      or
      threatened violation of any of the provisions of the Loan Documents or to a
      decree ordering performance of any of the provisions of any of the
      foregoing.





21.  JUDGMENT.
      Mortgagee may seek and recover a judgment for all amounts due and payable in
      accordance with the Note or under this Mortgage either before, after or during
      the pendency of any other proceedings or action to obtain relief under or with
      respect to any of the Loan Documents. Mortgagee’s right to seek and recover any
      such judgment will not be affected by obtaining any other such relief. Mortgagee
      will continue to be entitled to enforce payment of, and to seek and recover
      a
      judgment for, any portion of the debt remaining due and payable after the
      application of any proceeds of any sale of the Collateral pursuant to law.
      Neither the lien nor security interest of this Mortgage, nor any rights or
      remedies of Mortgagee hereunder or under any of the Loan Documents, will be
      impaired in any way by the recovery of any judgment by





18





Mortgagee
      against Mortgagor or any guarantor of the Debt, or by the levy of an execution
      under such judgment upon any portion of the Collateral, until the Debt is paid
      in full.





22.  RELEASES
      AND EXTENSIONS BY MORTGAGEE. Mortgagee, from time to time, without notice to
      any
      person and without affecting the liability of Mortgagor or of any guarantor
      or
      of any other person (other than any person expressly released by Mortgagee
      in
      writing) for the payment of any of the Debt, and without affecting the priority
      or extent of the lien and security interest of this Mortgage (except as to
      property specifically released by Mortgagee in writing), may do any or all
      of
      the following: (i) release in whole or in part any person liable for payment
      of
      any or all of the Debt, or (ii) extend the time or otherwise alter the terms
      of
      payment of the Debt, in whole or in part, or (iii) accept additional or
      substitute security of any kind, or (iv) release or otherwise deal with all
      or
      any portion of the Collateral.





23.  NOTICES.
      Any notice or demand that must or may be given or made in connection with this
      Mortgage must be in writing and, unless receipt is expressly required, will
      be
      deemed given, delivered or made, as the case may be, when delivered by personal
      delivery or when mailed by express mail, by overnight delivery service of a
      nationally- recognized company, or by certified or registered mail, return
      receipt requested, in any event, with sufficient postage affixed, and addressed
      to the parties at the addresses written on the first page of this Mortgage
      or on
      the signature pages of this Mortgage. Such addresses may be changed by notice
      pursuant to this Paragraph. Notice of change of address is effective only upon
      receipt. All of the persons executing this Mortgage as Mortgagor severally
      agree
      that a single notice to Mortgagor in the manner provided in this Paragraph
      will
      be effective to bind each such person for all purposes.





24.  ESTOPPEL
      LETTERS. As and when, from time to time, requested by Mortgagee, and within
      ten
      (10) days after any such request, Mortgagor will execute and deliver to or
      at
      the direction of Mortgagee such estoppel letters certifying such matters
      relating to this Mortgage or the Loan Documents, or both, as may reasonably
      be
      required.





25.  TRANSFER.
      Mortgagor may not sell, convey, assign, transfer or otherwise dispose of any
      interest in all or any portion of the Collateral, or any ownership interest
      in
      Mortgagor or any guarantor, without Mortgagee’s prior written consent, which
      consent may be withheld in Mortgagee’s sole discretion. Whether such offer is
      voluntary or involuntary, or by operation of law (other than in connection
      with
      the death, disability or incompetency of any individual Mortgagor), any such
      offer will be void as to Mortgagee, and constitute an immediate Default under
      this Mortgage, without notice, in the sole discretion of Mortgagee. By consent
      to any offer, sale, or conveyance hereunder shall not be deemed a consent to
      any
      subsequent offer, sale, or conveyance for which Mortgagee’s prior written
      approval has not been obtained.




Notwithstanding
      the above, Mortgagor may assign this Mortgage to an entity or affiliate of
      the
      Mortgagor without consent and only notice as long as such entity is controlled
      and managed by John Johnson or any entity controlled and managed by John
      Johnson. Subject to the foregoing, this Mortgage shall inure to the benefit
      of
      and be binding upon the successors and assigns of the parties.





19





26.  GENERAL.
      The provisions of this Mortgage inure to the benefit of Mortgagee and its
      successors and assigns, and bind all persons executing this Mortgage as
      Mortgagor and their respective heirs, legal representatives, successors and
      assigns, jointly and severally, and all persons now or hereafter claiming any
      right, title and interest in and to any of the property, real, personal or
      mixed, tangible or intangible, now or hereafter existing or any substitutions
      or
      replacements thereof and described in this Mortgage as the Collateral. Time
      is
      of the essence to this Mortgage and each of its provisions. The provisions
      of
      this Mortgage are to be interpreted, construed, applied and enforced in
      accordance with the laws of the State of New York, regardless of where this
      Mortgage is executed, delivered or breached, or where any payment or other
      performance required by this Mortgage is made, where any action or other
      proceeding involving this Mortgage is instituted, or whether the laws of the
      State of New York otherwise would apply the laws of another jurisdiction; the
      foregoing choice of law provisions will apply to the Loan Documents. The
      provisions of the Loan Documents are severable at Mortgagee’s option so that if
      any provision is declared by a court of competent jurisdiction to be invalid
      or
      unenforceable, no other provision will be affected by such invalidity or
      unenforceability, but will remain in force and effect according to its original
      terms, if Mortgagee so elects. Wherever used in this Mortgage or the other
      Loan
      Documents, or both, and unless expressly provided otherwise: (i) use of the
      singular includes the plural, and vice versa; (ii) use of one gender includes
      all genders; (iii) use of the term “include” or “including” is always without
      limitation; (iv) use of the words, “should,” “must” and “will” has the same
      legal effect as the use of the word “shall”; (v) the term “day” means a banking
      day which shall be a day on which Mortgagee and other banks are open for the
      transaction of business, excluding any national holidays, and any performance
      which would otherwise be required on a day other than a banking day shall be
      timely performed in such instance, if performed on the next succeeding banking
      day; (vi) any definition herein incorporating one or more documents or items
      shall refer to such items “singularly and collectively”, and (vii) “person”
means any natural person or artificial entity having legal capacity. Paragraph
      headings and subheadings are for indexing purposes only and are not to be used
      to interpret, construe, apply or enforce the provisions of this Mortgage.
      Mortgagor and Mortgagee intend the provisions of this Mortgage and the other
      Loan Documents to be interpreted, construed, applied and enforced so as to
      avoid
      inconsistencies or conflicting results. This Mortgage may be amended only by
      a
      written instrument executed by Mortgagor and Mortgagee with the same formalities
      as this Mortgage.





27.  SATISFACTION.
      The lien and security interest provided by the Loan Documents will continue
      unimpaired and in full force and effect unless and until the Debt is paid in
      full, whereupon such lien and security interest will be without further force
      or
      effect.





28.  MORTGAGOR
      AS TENANT HOLDING OVER. In the event of a foreclosure sale of the Mortgaged
      Property, Mortgagor shall be deemed a tenant holding over and shall forthwith
      deliver possession to Mortgagee or any purchaser or purchasers at such sale
      or
      be summarily dispossessed according to provisions of the law of the State of
      New
      York applicable to tenants holding over.





29.  TIME
      OF
      THE ESSENCE. Time is of the essence with respect to each and every covenant,
      agreement, and obligation of Mortgagor under this Mortgage and the other
      Loan





20





Documents,
      and any and all other instruments now or hereafter evidencing, securing or
      otherwise relating to the Loan.





30.  ORAL
      MODIFICATION INEFFECTIVE. No term of this Mortgage or any other of the Loan
      Documents, or such documents, may be waived, changed, modified, discharged,
      or
      terminated except by an instrument in writing signed by the party against which
      enforcement of the waiver, change, modification, discharge, or termination
      is
      sought.





31.  HAZARDOUS
      SUBSTANCES. Mortgagor covenants and agrees with Mortgagee that, throughout
      the
      term of the Note: (a) the Mortgaged Property shall be operated and maintained
      in
      compliance with all governmental or regulatory requirements; (b) Mortgagor
      shall
      maintain or procure all necessary permits, licenses, and certificates required
      by Federal, state, and local laws throughout the Loan term; (c) all hazardous
      or
      toxic substances, within the definition of any applicable statute or regulation,
      which may be used by any person for any purpose upon the Mortgaged Property,
      shall be used or stored thereon only in a safe and approved manner, in
      accordance with all industrial standards and all laws, regulations and
      requirements for such storage promulgated by any applicable governmental agency
      or authority; (d) other than as described in (c) above, the Mortgaged Property
      will not be used for the purpose of storing such substances; and (e) other
      than
      as described in (c) above, no such storage or use will otherwise be allowed
      on
      the Mortgaged Property (whether through leases with tenants who might store
      or
      use hazardous substances or otherwise) which will cause, or which will increase
      the likelihood of causing, the release of such hazardous or toxic substances
      onto the Mortgaged Property. Mortgagor shall immediately notify Mortgagee of
      any
      failure to comply under this Paragraph or receipt of any notice of violation
      or
      third party complaint. Mortgagor hereby agrees to indemnify and save and hold
      Mortgagee, as mortgagee under this Mortgage, harmless of and from all claims,
      damages, loss, liabilities, penalties, fines, remedial action requirements,
      and
      enforcement actions, along with the costs and attorneys’ fees incurred by
      Mortgagee in defending Mortgagor’s use, generation, transportation, and
      disposal, release, or threatened release of hazardous substances, including
      without limitation, asbestos-containing materials or damage whatsoever incurred
      by Mortgagee, as mortgagee under this Mortgage, arising out of or by reason
      of
      any violation of any applicable statute or regulation for the protection of
      the
      environment which occurs upon the Mortgaged Property from and after the date
      hereof, or by reason of the imposition of any governmental lien for the recovery
      of environmental clean-up costs expended by reason of such violation, including
      without limitation any lien arising pursuant to any so-called “Super Fund” or
“Super Lien” legislation. The foregoing indemnity and covenants of Mortgagor
      shall not be applicable to any violations of law or any liability resulting
      from
      adverse environmental conditions in, on or about the Mortgaged Property created
      or in existence prior to the date hereof (“Pre-existing Environmental
      Conditions”). A default under this Paragraph shall constitute a Default under
      this Mortgage. It is expressly acknowledged by Mortgagor that this
      indemnification shall survive any foreclosure of the lien and security interest
      of this Mortgage or the discharge of this Mortgage and shall inure to the
      benefit of Mortgagee, as mortgagee under this Mortgage, its successors and
      assigns.





32.  ENVIRONMENTAL
      ASSESSMENTS. At any time Mortgagee has a reasonable basis to suspect that a
      violation of Mortgagor’s obligations set forth in Paragraph 31 has occurred or
      in the event a Default by Mortgagor shall have occurred and be continuing beyond
      any cure





21





period
      applicable thereto, Mortgagee may, at its election, obtain one or more
      environmental assessments of the Mortgaged Property prepared by a
      geohydrologist, an independent engineer, or other qualified consultant or expert
      approved by Mortgagee evaluating or confirming (i) whether any hazardous
      substances are present in the soil or water at the Mortgaged Property and (ii)
      whether the use and operation of the Mortgaged Property comply with all
      applicable environmental laws relating to air quality, environmental control,
      release of oil, hazardous materials, hazardous wastes and hazardous substances,
      and any and all other applicable environmental laws. Environmental assessments
      may include detailed visual inspections of the Mortgaged Property including,
      without limitation, any and all storage areas, storage tanks, drains, dry wells,
      and leaching areas, and the taking of soil samples, surface water samples,
      and
      ground water samples, as well as such other investigations or analyses as are
      necessary or appropriate for a complete determination of the compliance of
      the
      Mortgaged Property and the use and operation thereof with all applicable
      environmental laws. All such environmental assessments shall be at the sole
      cost
      and expense of Mortgagor. In the event it is determined that additional tests
      and/or remediation are necessary as a result of the aforesaid assessments,
      or in
      the event such additional testing or remediation is recommended by the aforesaid
      assessments, the Mortgagor agrees to immediately perform the tests or undertake
      the remediation as recommended. Nothing contained in this Paragraph 8 shall
      be
      applicable to, or shall impose any obligation upon Mortgagor with respect to,
      any Pre-existing Environmental Conditions.





33.  MORTGAGE
      RELEASE PROVISIONS. (A)(a)Following the conversion of the Mortgaged Property
      to
      an Approved Condominium (as hereinafter defined), the Mortgagor may obtain
      the
      release of the lien of this Mortgage on any Residential Unit (as hereinafter
      defined) which the Mortgagor may convey to a third party (each such Residential
      Unit being hereinafter referred to as a “Release Unit”) and the Mortgagee will
      deliver to Mortgagor’s counsel prior to the closing of the conveyance of a
      Release Unit (each a “Closing”) in escrow to hold a form of release, duly
      executed and acknowledged by the Mortgagee, releasing the Release Unit from
      the
      lien of this Mortgage upon the following terms and conditions:





(b)
      there
      shall not exist at the time of the Closing an event of default under the Note,
      this Mortgage, or any other loan documents which shall not have been remedied
      within any applicable notice and grace period;





(c)  the
      Mortgagor shall give the Mortgagee not less than three (3) business days prior
      written notice which shall set forth the date, time and place set for the
      Closing;





(d)  the
      Mortgagor shall pay the reasonable fees and expenses actually incurred by the
      Mortgagee in connection with the Release of each Release Unit including, without
      limitation, the fees and expenses of Mortgagee's legal counsel which shall
      not
      exceed Five Hundred Dollars ($500.00) per Release Unit.





(B)  As
      used
      herein the following terms shall have the following meanings:





(i)
      “Approved Condominium” shall mean a condominium regime approved by the New York
      State Department of Law and formed pursuant to all applicable laws





22





and
      regulations and consisting of one commercial unit covering space located on
      the
      ground floor of the Mortgaged Property and multiple residential units covering
      the remaining floors of the Mortgaged Property. An Approved Condominium shall
      not be deemed to have been formed unless and until (a) the Mortgagee shall
      have
      approved the form and content of all documents relating to the creation of
      said
      condominium including, without limitation, the offering plan, floor plans,
      declaration of condominium and all other documents relating thereto, and (b)
      all
      of the units in the condominium have been subdivided into individual lots for
      tax purposes.





(ii)  “Residential
      Unit” shall mean each of the residential units in the Approved
      Condominium.





34.  SUBORDINATION
      TO DECLARATION OF CONDOMINIUM .





Upon
      the
      recording of the Declaration of Condominium in the New York City Register’s
      Office for New York County, this Mortgage shall automatically become subordinate
      to the Declaration of Condominium.





35.  SUBORDINATION
      TO OTHER LIENS





Upon
      request of Mortgagor, Mortgagee shall execute and deliver a subordination
      agreement which shall subordinate this Mortgage and all amendments,
      modifications, consolidations, spreaders, and extensions thereof to any mortgage
      obtained by Mortgagor to finance the acquisition and construction costs of
      the
      Mortgaged Property.





36.  WAIVER
      OF
      JURY TRIAL. BY ACCEPTANCE HEREOF, MORTGAGOR AGREES THAT NEITHER MORTGAGOR,
      NOR
      ANY OF THEM OR LEGAL REPRESENTATIVE OF MORTGAGOR (ALL OF WHOM ARE HEREINAFTER
      REFERRED TO AS THE “PARTIES”) SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
      PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR
      ARISING OUT OF THIS MORTGAGE OR ANY INSTRUMENT EVIDENCING, SECURING, OR RELATING
      TO THE INDEBTEDNESS AND OTHER OBLIGATIONS EVIDENCED HEREBY, ANY RELATED
      AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS EVIDENCED
      HEREBY OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG THE PARTIES, OR
      ANY
      OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH
      A
      JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS
      NOT
      BEEN WARIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY
      THE
      PARTIES WITH MORTGAGEE, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.
      MORTGAGEE HAS IN NO WAY AGREED WITH OR REPRESENTED TO THE PARTIES THAT THE
      PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL
      INSTANCES.








[THE
      NEXT
      PAGE IS THE SIGNATURE PAGE]








23








IN
      WITNESS WHEREOF, Mortgagor has executed and delivered this Mortgage as of the
      date stated above.








**MORTGAGOR:**MJ
                1353-1355 FIRST AVENUE, LLC,a
                New York limited liability companyBy________________________________Name:
                John J. JohnsonTitle:
                Managing Member








STATE
                  OF NEW YORK
              ):
              ss.:COUNTY
                  OF NEW YORK
              )





On
      the ____
      day
      of ______________, 2007 ,
      before
      me, the undersigned, personally appeared John Johnson , personally known to me or proved to me on the basis of satisfactory evidence
      to
      be the individual whose name is subscribed to the within instrument and
      acknowledged to me that he executed the same in his capacity, and that by his
      signature on the instrument, the individual, or the person on behalf of which
      the individual acted, executed the instrument.








____________________________________Notary
                Public

















24











**EXHIBIT
      A**





**REAL
      PROPERTY DESCRIPTION**





[SEE
      NEXT
      PAGE]




























**EXHIBIT
      B**





**PERMITTED
      ENCUMBRANCES**





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      NEXT
      PAGE]