PROMISSORY NOTE

(Secured by Mortgage)
$2,670,000.00

Indianapolis,  Indiana

April 16, 1991

     For value  received,  Cabot  Safety  Corporation,  a Delaware  Corporation,
having its principal offices at 90 Mechanic Street,  Southbridge,  Massachusetts
01550 (hereinafter  referred to as the Maker,  whether one or more), jointly and
severally  promises  to pay to the  order  of  American  United  Life  Insurance
Company,  an  Indiana  corporation,  whose  address  is  Post  Office  Box  368,
Indianapolis, Indiana 46206, the sum of Two Million Six Hundred Seventy Thousand
Dollars  ($2,670,000.00),  with interest at the rate of Ten and  one-eighth  per
centum (10.125%) per annum from date until maturity.  Principal and interest are
payable in any coin or  currency  of the United  States of America  which at the
time of  payment  shall be legal  tender  for the  payment  of public or private
debts,  at the principal  offices of American  United Life Insurance  Company in
Indianapolis,  Indiana,  or at such other place as the holder of this Note shall
designate in writing, in monthly installments as follows: The sum of Twenty-four
Thousand Four Hundred  Ninety-seven  and 98/100  Dollars  ($24,497.98)  shall be
payable  on the 1st day of  June,  1991  and  the  sum of  Twenty-four  Thousand
Ninety-seven and 98/100 Dollars  ($24,497.98) shall be payable on the 1st day of
each succeeding month thereafter until this Note is fully paid,  except that the
final payment of the entire  indebtedness  evidenced hereby, if not sooner paid,
shall be due and payable on the 1st day of May, 2006 as a balloon payment in the
amount of the unpaid  balance of the  indebtedness  plus interest to the date of
payment.  If, at the date set forth  above  for the first  installment  payment,
interest  is due for a period of more or less  than one  month,  the said  first
installment  payment  shall be  increased  or  decreased  to the extent that the
amount of  interest  due  exceeds  or is less  than one  month's  interest.  The
aforesaid  installment  payments  shall be applied first to interest at the rate
above  specified,  and then to reduction of the principal sum evidenced  hereby.
The  principal of each of said  installments  and all accrued  interest  thereon
shall bear  interest  after  maturity at the rate of Twelve and  one-eighth  per
centum  (12.125%)  per annum.  Payment of this Note is secured by a Mortgage  of
even date  herewith  from the Maker,  as  Mortgagor,  to  American  United  Life
Insurance  Company,  as  Mortgagee,  on real  estate  situated  in the County of
Marion,  State of Indiana (the "Mortgage"  hereinafter).  All of the agreements,
conditions,  covenants,  provisions and  stipulations  contained in the Mortgage
which are to be kept and  performed  by the Maker are  hereby  made part of this
Note to the same extent and with the same force and effect as if they were fully
set forth herein,  and the Maker  covenants and agrees to keep and perform them,
or cause them to be kept and performed, strictly in accordance with their terms.
This Note is subject to payment of a late  charge in the amount and at the times
specified in the  Mortgage.  There will be no privilege  for  prepayment of this
Note for the first 5 loan years.  Thereafter,  privilege will be given the Maker
to prepay the entire unpaid  balance of this Note on any interest  payment date,
upon 60 days' prior  written  notice to the holder of this Note and upon payment
of all accrued interest plus a prepayment  premium as follows:  1. Determine the
then current  quoted annual yield on a U.S.  Treasury  Security which matures on
the date nearest the loan maturity  date.  2. Use the yield  determined in 1. to
discount the remaining future loan payments (including the balloon balance) on a
monthly basis. 3. Subtract the current outstanding loan balance from the present
value obtained in 2. to determine the prepayment premium. 4. Notwithstanding the
preceding calculation, the prepayment premium will be, in any case, at least one
percent (1%) of the then outstanding  loan balance upon  prepayment.  During the
last 60 days of the term of the loan,  the loan may be prepaid  at par.  For the
purpose of computing loan years hereunder, the first loan year shall commence on
June 1, 1991 and each  subsequent loan year shall commence on the anniversary of
such date. AND IT IS HEREBY EXPRESSLY AGREED that time is of the essence hereof,
and should any default be made in the payment of  principal  and/or  interest as
aforesaid  on the date on which it shall fall due, or should  default be made in
the performance of any of the terms, agreements,  or covenants contained in this
Note or the Mortgage or any other document collateral to this Note, and any such
foregoing default shall continue for the period of grace therein stated, if any,
or in the event the right to foreclose  the  Mortgage  shall accrue to the legal
holder of this Note, then, at the option of the holder hereof, the entire unpaid
balance of said principal sum with interest  accrued  thereon and all other sums
due  hereunder or under the  provisions  of the  Mortgage or any other  document
collateral to this Note shall, without notice, come due and payable immediately.
Should the  indebtedness  represented  by this  Note,  or any part  thereof,  be
collected at law or in equity,  or in  bankruptcy,  receivership  or other court
proceedings,  or this Note be placed in the hands of  attorneys  for  collection
after default, the Maker agrees to pay in addition to the principal and interest
and other sums payable  hereunder,  reasonable  attorneys' and collection  fees,
costs and  expenses.  All  amounts  hereunder  are payable  without  relief from
valuation or appraisement laws. The remedies of the holder hereof as provided in
this Note and the Mortgage,  or any other document collateral to this Note shall
be  cumulative  and  concurrent,  and may be pursued  singly,  successively,  or
together  against  the Maker,  or any of them,  the  property  described  in the
Mortgage,  any guarantor or indorser  hereof and/or any other  security,  at the
sole  discretion of the holder hereof.  The Maker and indorsers,  sureties,  and
guarantors hereof, jointly and severally, waive presentment for payment, demand,
notice of non-payment,  notice of dishonor,  protest of any dishonor,  notice of
protest,  and protest of this Note, and all other notices in connection with the
delivery,  acceptance,  performance,  default,  or enforcement of the payment of
this  Note,  and  they  agree  that  the  liability  of each of  them  shall  be
unconditional  without  regard to the liability of any other party and shall not
be in any manner affected by any indulgence, extension of time, renewal, waiver,
or modification  granted or consented to by the holder hereof; and the Maker and
all indorsers,  sureties and guarantors hereof consent to any and all extensions
of time,  renewals,  waivers, or modifications that may be granted by the holder
hereof with respect to the payment or other  provisions of this Note, and to the
release  of the  Mortgage  collateral,  or any  part  thereof,  with or  without
substitution,  and  agree  that  additional  makers,  indorsers,  guarantors  or
sureties may become parties  hereto  without  notice to them or affecting  their
liability  hereunder.  The holder  hereof  shall not by any act of  omission  or
commission  be deemed to waive any of its rights or  remedies  hereunder  unless
such waiver be in writing and signed by the holder hereof,  and then only to the
extent  specifically  set forth  therein;  a waiver  of one  event  shall not be
construed  as  continuing  or as a bar to or waiver of such right or remedy on a
subsequent  event.  Notwithstanding  any provision hereof, it is not intended by
this Note to impose upon the Maker any  obligation  to pay interest in excess of
the maximum rate of interest  permitted by law, and any interest  which  exceeds
such maximum rate of interest  shall  automatically  abate to the extent of such
excess.

                                Cabot Safety Corporation, a Delaware Corporation


                                By _______/s/______________________________
                                                 Senior Vice President





ATTEST:


         /s/
Assistant Secretary




<PAGE>


                              INDENTURE OF MORTGAGE

                                    (INDIANA)

     THIS  INDENTURE,  made  this  16th day of April,  1991  (together  with all
amendments and supplements hereto,  hereinafter  designated as this "Mortgage"),
between Cabot Safety Corporation, a Delaware Corporation,  having an address and
principal place of business at 90 Mechanic  Street,  Southbridge,  Massachusetts
01550  (hereinafter  designated  as the  "Mortgagor")  and American  United Life
Insurance  Company,  an Indiana  corporation,  having its  principal  offices at
Indianapolis,  Indiana  and an  address at Post  Office  Box 368,  Indianapolis,
Indiana 46206 (hereinafter designated as the "Mortgagee"),

                               W I T N E S'S E T H :
                               -------------------

     WHEREAS, the Mortgagor is justly indebted to the Mortgagee in the principal
sum  of  Two  Million  Six  Hundred  Seventy  Thousand  Dollars  ($2,670,000.00)
evidenced by one certain promissory note of the Mortgagor of even date herewith,
made  payable to the order of and  delivered to the  Mortgagee,  in and by which
said note the Mortgagor promises to pay the said principal sum and interest from
date until maturity at the rate or rates and in monthly installments as provided
therein,  the final installment of which, if not sooner paid, is due and payable
on the 1st day of April,  2006; as a balloon payment in the amount of the unpaid
balance of the  indebtedness  plus  interest  to the date of  payment.  All such
installment payments are to be first applied to interest on the unpaid principal
balance of said  indebtedness  and the  remainder to  principal  and all of said
principal and interest are made payable at such place as the holder of said note
may,  from  time  to time  in  writing  designate,  and in the  absence  of such
designation,  then at the principal  offices of the  Mortgagee in  Indianapolis,
Indiana.  All sums  payable as  specified  in said note to bear  interest  after
maturity  until paid at the rate of Twelve and one-eighth per cent (12.125%) per
annum   (hereinafter   called  the  "Default  Interest  Rate"),  and  reasonable
attorney's fees, without relief from valuation or appraisement laws.

     WHEREAS,  the  indebtedness  secured  by this  Mortgage  includes,  without
limitation,  (i) the  indebtedness  evidenced  by  said  note  described  in the
paragraph next above,  including the principal thereof and interest and premium,
if any, thereon; (ii) the indebtedness incurred by reason of future amounts (not
exceeding  fifty per cent (50%) of the  original  principal  amount of said note
described in clause (i) above) that the Mortgagee may loan to the Mortgagor,  in
its  discretion,  when evidenced by additional  note or notes (together with the
note or notes evidencing the indebtedness  described in clauses (i) and (iii) of
this paragraph, any modifications,  extensions or renewals thereof and any notes
issued in  exchange or  substitution  therefor,  hereinafter  called the "Note")
reciting the same to be hereby  secured,  including  the  principal  thereof and
interest and premium,  if any, thereon;  and (iii) the indebtedness  incurred by
reason of sums paid or advanced by the Mortgagee to discharge the obligations of
the Mortgagor as permitted  under this Mortgage or the Note or the Assignment of
Lease or any other document collateral to this Mortgage,  together with interest
thereon.   All  of  the  foregoing   indebtedness  is  hereinafter  referred  to
collectively as the "Indebtedness Hereby Secured".

     NOW THEREFORE,  to secure the payment of the Indebtedness Hereby Secured in
accordance  with the terms,  provisions and  limitations of this Mortgage and of
the Note secured  hereby,  and the  performance  of the covenants and agreements
contained  herein  and in the Note and any  other  document  collateral  to this
Mortgage by the Mortgagor to be performed,  and also in consideration of the sum
of ONE AND NO/100  ($1.00)  DOLLARS to the  Mortgagor in hand paid,  the receipt
whereof is hereby  acknowledged,  the Mortgagor does by these presents  MORTGAGE
AND WARRANT unto the  Mortgagee,  its successors  and assigns  forever,  all the
tract or tracts of land  (hereinafter  called "Land" and real estate situated in
the County of Marion, State of Indiana, described as follows, to-wit:

     Part of the  Northwest  Quarter of Section 25,  Township 17 North,  Range 2
East in Marion County, Indiana, more particularly described as follows:

     Commencing at the Northwest corner of said Quarter Section; thence North 87
degrees 33 minutes 00 seconds East along the North line of said Quarter Section,
1590.55 feet;  thence South 02 degrees 27 minutes 00 seconds East, 44.00 feet to
a point on the South  right-of-way  of 79th  Street and the point of  beginning;
thence South 02 degrees 10 minutes 45 seconds East, 402.72 feet; thence South 87
degrees 49 minutes 15 seconds West, 551.65 feet, the following courses are along
the  rights-of-way  of Moller Road and 79th  Street;  thence North 00 degrees 01
minutes 19 seconds  East,  160.23  feet;  thence  North 02 degrees 52 minutes 54
seconds East,  140.31 feet;  thence North 00 degrees 01 minutes 19 seconds East,
42.95  feet to a point of  curvature;  thence  91.67  feet  along a curve to the
right,  having a radius of 60.00 feet and a chord bearing and length of North 43
degrees 47  minutes 10 seconds  East,  83.01  feet;  thence  North 87 degrees 33
minutes 00 seconds East, 471.80 feet to the point of beginning.

     TOGETHER WITH (i) all the buildings,  structures and other improvements now
or hereafter on the Land  including  all  lighting,  heating,  ventilating,  air
conditioning,  sprinkling and plumbing fixtures,  water rights,  water and power
systems,  boilers,  furnaces, oil burners,  elevators and motors,  communication
systems, dynamos, transformers, electrical equipment, and all other fixtures now
or  hereafter  found or used  upon or  appurtenant  to the Land,  buildings  and
improvements,  it being understood that the enumeration of any specific articles
of property shall in no wise exclude or be held to exclude any items of property
not  specifically  mentioned  (said property  described in this clause (i) being
hereinafter  collectively called  "Improvements");  however,  trade fixtures and
other  personal  fixtures and property of any tenant now or hereafter  installed
are not intended to be included in this  conveyance  unless  abandoned or unless
such  fixtures  and  property  are an  integral  part  of the  Improvements  and
necessary to the use and operation of such  Improvements;  (ii) all and singular
the tenements,  hereditaments,  easements, rights, rights of way, privileges and
appurtenances  in and to the Land  including,  without  limitation,  the  entire
right,  title and interest of the Mortgagor in, to and under any streets,  ways,
alleys, vaults, gores or strips of land adjoining the Land; and (iii) the rents,
income,  revenues,  issues and profits of the Land and  Improvements  (which are
pledged  primarily on a parity with said real estate and not  secondarily),  and
the  present and  continuing  right,  power and  authority  herein  given to and
conferred upon the Mortgagee, to collect and apply such rents, income, revenues,
issues and profits. All of the foregoing Land,  Improvements and other property,
whether  affixed or annexed or not, is herein  referred to  collectively  as the
"Mortgaged  Property" and shall,  for the purposes of this  Mortgage,  be deemed
conclusively to be real property and mortgaged hereby.



<PAGE>


     TO HAVE  AND TO  HOLD  the  Mortgaged  Property  unto  the  Mortgagee,  its
successors and assigns, forever, subject however to the following:

     (i) taxes and assessments not yet due and payable; and

     (ii) easements and restrictions of record in Marion County, Indiana.

     And the Mortgagor covenants and agrees with the Mortgagee as follows:

     1._______Payment  of  Indebtedness.  The Mortgagor will duly and punctually
pay the Indebtedness Hereby Secured in accordance with the terms of the Note and
this Mortgage and any other document collateral to this Mortgage.

     2._______Maintenance,  Repair and  Restoration  of  Improvements,  etc. The
Mortgagor will (a) promptly  repair,  restore or rebuild any Improvements now or
hereafter  on the Land which may become  damaged or be  destroyed;  (b) keep the
Mortgaged  Property in good condition and repair and without waste; (c) complete
within a  reasonable  time any  Improvements  now or at any time in  process  of
erection upon the Land;  (d) suffer or permit no change in the general nature of
the  occupancy  of the  Mortgaged  Property  without the written  consent of the
Mortgagee;  (e) initiate or acquiesce in no zoning reclassification  without the
written consent of the Mortgagee; and (f) make no alterations or additions to or
other  Improvements in the Mortgaged  Property except such as may be required by
law or municipal ordinance.

     3._______Payment  of Charges  Against the  Mortgaged  Property  and Contest
Thereof. The Mortgagor will (a) pay promptly before delinquency,  and, within 30
days after their  respective  delinquency  dates will  furnish to the  Mortgagee
official receipts for the payment of, all taxes, assessments, water rates, dues,
charges,  fines and impositions of every nature  whatsoever  imposed,  levied or
assessed or to be  imposed,  levied or  assessed  upon or against the  Mortgaged
Property,  or any part  thereof,  or upon the  interest of the  Mortgagee in the
Mortgaged  Property;  (b)  promptly  pay, and will not suffer,  any  mechanic's,
laborer's, statutory or other lien or charge which might or could be prior to or
equal to the lien of this Mortgage to be created or to remain  outstanding  upon
any of the Mortgaged Property;  and (c) promptly pay all taxes,  assessments and
other charges and impositions  levied upon or assessed,  placed or made against,
or measured by, this Mortgage,  or the recordation  hereof,  or the Note, or the
Indebtedness  Hereby Secured, it being understood,  however,  that the Mortgagor
shall be  under  no  obligation  to pay any  income  taxes  levied  against  the
Mortgagee in connection  with the  Mortgagor's  execution of this Mortgage.  Any
assessment  which may be paid in  installments  may be so paid by the  Mortgagor
provided the  installment  is paid prior to such time as a penalty  would attach
for non-payment thereof.

     Mortgagor  will make monthly  deposits with  Mortgagee,  in a  non-interest
bearing account,  together with and in addition to interest and principal,  of a
sum equal to one-twelfth of the yearly taxes and assessments which may be levied
against the premises. The amount of such taxes,  assessments and premiums,  when
unknown,  shall  be  estimated  by  Mortgagee.  Such  deposits  shall be used by
Mortgagee  to  pay  such  taxes,   assessments   and  premiums   when  due.  Any
insufficiency  of such  account  to pay such  charges  when due shall be paid by
Mortgagor  to  Mortgagee  on demand.  If, by reason of any default by  Mortgagor
under any provision of this Mortgage, Mortgagee declares all sums secured hereby
to be due and  payable,  Mortgagee  may then  apply  any  funds in said  account
against  the entire  indebtedness  secured  hereby.  The  enforceability  of the
covenants  relating to taxes and assessments herein otherwise provided shall not
be affected except insofar as those obligations have been met by compliance with
this paragraph.  Mortgagee may from time to time at its option waive,  and after
any such waiver reinstate, any or all provisions hereof requiring such deposits,
by notice to Mortgagor in writing.  While any such waiver is in effect Mortgagor
shall pay taxes and assessments as herein elsewhere provided.

     In the event of a court decree or an enactment after the date hereof of any
law of the state in which the Mortgaged  Property is located  deducting from the
value of the Mortgaged Property for the purpose of taxation any lien thereon, or
imposing upon the Mortgagee the payment of the whole or any part of the taxes or
assessments or charges or liens herein required to be paid by the Mortgagor,  or
changing in any way the laws  relating to the  taxation of mortgages or deeds of
trust or other security  instruments,  or debts secured by them, or the interest
of the  Mortgagee in the  Mortgaged  Property,  or the manner of  collection  of
taxes,  so as to  adversely  affect  this  Mortgage or the  Indebtedness  Hereby
Secured or the holders  thereof,  then, and in any such event, the Mortgagee may
elect,  by notice  given to the  Mortgagor,  to declare all of the  Indebtedness
Hereby  Secured to be and become due and payable sixty (60) days from the giving
of such  notice,  provided,  however,  if the  Mortgagor  shall  pay  the  taxes
assessed,  the  Indebtedness  Hereby  Secured  shall  continue in full force and
effect in accordance with the terms hereof.

     4._______Insurance,  Application of Proceeds,  etc. The Mortgagor will keep
all  Improvements now or hereafter on the Land insured against loss or damage by
fire and the perils insured  against by the extended  coverage and vandalism and
malicious  mischief  endorsements,  and such other hazards as may  reasonably be
required by the  Mortgagee,  in amount  sufficient  to prevent any insured  from
becoming a co-insurer  of a partial loss  thereunder,  but in any event not less
than 100% of full  Replacement  value of the  Improvements.  The Mortgagor shall
also provide boiler  insurance  covering the  replacement or repair value of the
boiler (if the Improvements have a boiler) and business  interruption  insurance
in amount  sufficient  to provide for debt  service  under this  Mortgage in the
event of casualty for a period of not less than 12 months  following the date of
such  casualty.  All policies of insurance  to be furnished  hereunder  shall be
standard for use in the state in which the Mortgaged Property is located,  shall
include  a  waiver  of  subrogation  clause,  shall be in  forms  and  companies
satisfactory to the Mortgagee and shall have  incorporated  therein the standard
form  of  mortgagee  clause,  without  contribution,  in  favor  of and in  form
satisfactory to the Mortgagee, including a provision requiring that the coverage
evidenced  thereby shall not be terminated  or  materially  modified  without at
least thirty (30) days prior  written  notice to the  Mortgagee.  The  Mortgagor
shall deliver all policies or  duplicates,  (or the  underlying  policies in the
case of blanket  insurance)  to the  Mortgagee  with premiums paid as additional
security which  delivery shall  constitute an assignment by the Mortgagor to the
Mortgagee of all rights thereunder,  including return of premium. In the case of
insurance  about to expire,  the Mortgagor  shall deliver  renewal  policies and
receipts  showing  payment of  premiums  not less than thirty (30) days prior to
their respective dates of expiration and, in default thereof,  the Mortgagee may
procure such insurance as it may elect and may make payment of premiums thereon,
which payment shall be repayable  immediately  upon demand and shall be added to
and become part of the Indebtedness  Hereby Secured.  In no event and whether or
not  default  hereunder  has  occurred  shall  the  Mortgagee,  by the  fact  of
approving,  accepting or obtaining such  insurance,  incur any liability for the
amount of such insurance,  the form or legal sufficiency of insurance contracts,
solvency of insurers, or payment of losses by insurers, and the Mortgagor hereby
expressly  assumes  full   responsibility   therefor  and  liability,   if  any,
thereunder.

     The Mortgagor shall not take out separate  insurance  concurrent in form or
contributing in the event of loss with that required to be maintained  hereunder
unless the  Mortgagee  is included  thereon  under a standard  mortgagee  clause
acceptable  to  the  Mortgagee.  The  Mortgagor  shall  immediately  notify  the
Mortgagee  whenever any such separate  insurance is taken out and shall promptly
deliver  to  the  Mortgagee  the  policy  or  policies  of  such   insurance  or
certificates thereof satisfactory to the Mortgagee.

     The  Mortgagor  will  give the  Mortgagee  prompt  notice  of  damage to or
destruction  of  Improvements  and in  case  of  loss  covered  by  policies  of
insurance,  the Mortgagee is hereby authorized to make proof of loss if not made
promptly  by the  Mortgagor.  Any  expenses  incurred  by the  Mortgagee  in the
collection of insurance  proceeds,  together with interest  thereon from date of
any such expense at the per annum Default  Interest Rate (or at such lesser rate
of interest as may be the maximum not  prohibited by applicable  law),  shall be
added  to and  become  part of the  Indebtedness  Hereby  Secured  and  shall be
reimbursed to the Mortgagee immediately upon demand.

     In the  event  of any  damage  or  destruction  of  the  Improvements,  the
Mortgagee shall receive the entire proceeds of any insurance  payable on account
thereof  up to but not  exceeding  the  outstanding  balance of the Note and all
other Indebtedness Hereby Secured; provided, however, so long as: (i) no uncured
event of default  exists under the terms of the Loan  Instruments;  and (ii) any
such damage or  destruction  occurs prior to the final loan year; and (iii) such
damage or  destruction  can be  repaired  to the  maturity of the Note set forth
above; and (iv) the Improvements will, in Mortgagee's reasonable opinion, remain
economically viable if rebuilt,  then such insurance  proceeds,  after deducting
expenses incurred by Mortgagee in collection, shall be made available to restore
the  Improvements  to  substantially  the same condition as existed  immediately
prior to such casualty.  In the event such proceeds are  insufficient  to effect
such  restoration,  Mortgagee  shall have no  obligation  to make such  proceeds
available or to restore the  Improvements  unless the  Mortgagor  deposits  with
Mortgagee or  Mortgagee's  agent or  designee,  sufficient  additional  funds to
complete  such  restoration.  All such  proceeds  and  additional  funds held by
Mortgagee  shall be disbursed  by  Mortgagee,  Mortgagee's  agent or designee as
provided  in  the  next  following  paragraph,  upon  satisfaction  of  standard
commercial  construction  lending conditions only as and to the extent that such
restoration is performed. In the event that (i) there exists any uncured default
under the terms of the loan instruments;  or (ii) such total cost of restoration
exceeds the insurance proceeds and the Mortgagor does not deposit with Mortgagee
sufficient   additional  funds  to  complete  the  restoration;   or  (iii)  the
Improvements   will  not,  in  the  Mortgagee's   reasonable   opinion,   remain
economically viable if rebuilt; or (iv) any such damage or destruction occurs in
the final loan year; or (v) the Improvements cannot be restored to substantially
the same condition as existed  immediately prior to such casualty;  or (vi) such
damage or destruction cannot be repaired prior to the maturity of the Note, then
any such  insurance  proceeds  which remain on deposit with the Mortgagee or its
agent  shall be  retained by  Mortgagee  and applied to reduce the  Indebtedness
Hereby Secured then most remotely to be paid without prepayment premium.

     Insurance proceeds made available for restoration,  repair,  replacement or
rebuilding of the Improvements shall be disbursed from time to time (provided no
default  exists in the Note or this Mortgage or the  Assignment of Leases or any
other   document   collateral   to   this   Mortgage   at  the   time   of  each
such-disbursement),  after  first  deducting  the  expense of such  disbursement
including,  without  limitation,  reasonable  attorneys  fees,  costs  of  title
insurance,  escrows and closings by the title  company or otherwise and fees and
expenses of the disbursing party, upon the disbursing party being furnished with
satisfactory evidence of the cost of completion of such work and of the diligent
and timely  prosecution  thereof and with architect's  certificates,  waivers of
lien,  contractors and  subcontractors'  sworn  statements and other evidence of
cost and  payments  so that the  disbursing  party can verify  that the  amounts
disbursed  from time to time are  represented by completed and in place work and
that said work is free and clear of mechanics lien claims. No payment made prior
to the  final  completion  of  any  such  restoration,  repair,  replacement  or
rebuilding  shall exceed ninety percent (90%) of the value of the work performed
from time to time and at all  times the  undisbursed  balance  of such  proceeds
remaining in the hands of the  disbursing  party  together with funds  deposited
for-the purpose or irrevocably committed for such purpose,  shall be sufficient,
in the reasonable  judgment of the Mortgagee,  to pay for the cost of completion
of all such restoration,  repair,  replacement or rebuilding.  The Mortgagee may
require that plans and specifications for such restoration,  repair, replacement
or  rebuilding  be  submitted  to and  approved  by the  Mortgagee  prior to the
commencement  of the work.  Any surplus  which may remain out of said  insurance
proceeds after payment of costs of building and  restoration  may, at the option
of the  Mortgagee,  be  applied  either on account  of the  Indebtedness  Hereby
Secured then most remotely to be paid, without prepayment premium, or be paid to
any person or persons entitled thereto. Application or release of proceeds under
the  provisions  hereof shall not cure or waive any default or notice of default
hereunder or invalidate any act done pursuant to such notice.  No interest shall
be allowed on account of any such  proceeds  or other funds held in the hands of
the Mortgagee or the disbursing party hereunder.

     Mortgagor  will make monthly  deposits with  Mortgagee,  in a  non-interest
bearing account,  together with and in addition to interest and principal,  of a
sum equal to  one-twelfth of the yearly  insurance  premiums which may be levied
against the premises. The amount of such insurance premiums, when unknown, shall
be estimated by Mortgagee.  Such deposits shall be used by Mortgagee to pay such
insurance  premiums  when due.  Any  insufficiency  of such  account to pay such
charges  when due shall be paid by  Mortgagor  to  Mortgagee  on demand.  If, by
reason of any  default  by  Mortgagor  under  any  provision  of this  Mortgage,
Mortgagee declares all sums secured hereby to be due and payable,  Mortgagee may
then apply any funds in said  account  against the entire  indebtedness  secured
hereby.  The  enforceability  of the  covenants  relating to insurance  premiums
herein  otherwise  provided  shall  not be  affected  except  insofar  as  those
obligations have been met by compliance with this paragraph.  Mortgagee may from
time to time at its option waive,  and after any such waiver  reinstate,  any or
all  provisions  hereof  requiring  such  deposits,  by notice to  Mortgagor  in
writing.  While  any such  waiver  is in effect  Mortgagor  shall pay  insurance
premiums as herein elsewhere provided.



<PAGE>


     The   Mortgagor   will  also  provide  the   Mortgagee   with  evidence  of
Comprehensive   Public  Liability  Insurance  coverage  in  insurance  companies
satisfactory  to the  Mortgagee  in an amount  of not less  than  $2,000,000.00.
Certificates  of such  coverage  shall be  furnished  to the  Mortgagee at least
thirty (30) days prior to the expiration date of any policy.

     5. Hazardous  Substance  Compliance and  Indemnification.  Mortgagor hereby
expressly  represents,  warrants and  covenants to Mortgagee  that:  (i) neither
Mortgagor nor, to the actual  knowledge of Mortgagor,  any other person has used
or permitted any Hazardous  Substances,  as hereinafter  defined,  to be placed,
held,  stored or disposed on the Mortgaged  Property or any portion thereof,  in
violation of any Environmental Laws, as hereinafter defined;  (ii) the Mortgaged
Property  does not now contain  any  Hazardous  Substance  in  violation  of any
Environmental  Laws;  and (iii)  Mortgagor,  so long as any of the  indebtedness
secured  by  this  Mortgage  remains  unpaid,  shall  not  allow  any  Hazardous
Substances to be placed,  held, stored or disposed on the Mortgaged  Property or
any portion thereof or incorporated  into any  improvements to be constructed on
the  Mortgaged  Property  in  violation  of any  Environmental  Laws.  The  term
"Hazardous  Substance"  shall  mean any  hazardous,  toxic or  dangerous  waste,
substance or material defined as such in or for the purpose of the Comprehensive
Environmental   Response,   Compensation,   and  Liability  Act,  any  so-called
"Superfund" or "Super-Lien"  law, or any other federal,  state or local statute,
law, ordinance,  code, rule, regulation,  order or decree regulations,  relating
to, or imposing  liability or standards of conduct  concerning,  any  hazardous,
toxic or dangerous waste, substance or material, now or at any time hereafter in
effective (collectively the "Environmental Laws").

     Mortgagor  hereby  agrees to indemnify  Mortgagee and hold it harmless from
and against any and all losses, liabilities,  damages, injuries, costs, expenses
and claims of any and every kind whatsoever,  paid,  incurred or suffered by, or
asserted  against,  Mortgagee  for,  with respect to, or as a direct or indirect
result of any of the following:

     (i)  The presence on or under or the escape,  seepage,  leakage,  spillage,
          discharge,  emission,  discharging  or  release  from,  the  Mortgaged
          Property or any portion thereof of any Hazardous Substance (including,
          without limitation, any losses, liabilities, damages, injuries, costs,
          expenses or claims asserted or arising under any of the  Environmental
          Laws); or

     (ii) Any liens against the Mortgaged Property or any portion thereof or any
          interest or estate in any  thereof,  created,  permitted or imposed by
          the Environmental Laws, or any portion actual or asserted liability of
          or obligations of Mortgagor under the Environmental Laws.

     In  addition,  any  expenses  or  payments  made by  Mortgagee  to cure any
violation of Environmental Laws shall be additional Indebtedness Hereby Secured.

     6. Mortgagee's  Performance of Defaulted Acts. In case of the occurrence of
a default or Event of  Default  herein and after  expilation  of any  applicable
grace period,  the Mortgagee  may, but need not, make any payment or perform any
act herein  required of the Mortgagor in any form and manner  deemed  expedient,
including,  without restriction,  payment of installments of taxes,  assessments
and other governmental  charges and impositions,  payment of costs of repair and
maintenance and payment of insurance premiums,  and may, but need not, make full
or partial payments of principal or interest on prior liens and encumbrances, if
any, and purchase,  discharge,  compromise or settle any tax lien or other prior
lien or title or claim thereof, or redeem the Mortgaged Property from any tax or
assessment.  All monies paid for any of the purposes  herein  authorized and all
expenses  paid  or  incurred  in  connection  therewith,   including  reasonable
attorneys' fees, and any other monies advanced by the Mortgagee in regard to any
stamp tax or to protect the  Mortgaged  Property and the lien  hereof,  together
with  interest  thereon from date of any such  payment at the per annum  Default
Interest  Rate (or at such  lesser  rate of  interest  as may be the maximum not
prohibited  by  applicable  law),  shall  be  added  to and  become  part of the
Indebtedness  Hereby  Secured and shall  become  immediately  due and payable on
demand.  Inaction of the Mortgagee  shall never be considered as a waiver of any
right  accruing to it on account of the occurrence of any default on the part of
the Mortgagor.  Performance by the Mortgagee of the obligations of the Mortgagor
hereunder  shall  not be  deemed  to  relieve  the  Mortgagor  from any  default
hereunder. The Mortgagee in making any payment hereby authorized (a) relating to
taxes and  assessments,  may do so according to any bill,  statement or estimate
procured from the appropriate public office without inquiry into the accuracy of
such bill,  statement or estimate or into the  validity of any tax,  assessment,
sale,  forfeiture,  tax lien or title or claim thereof; or (b) for the purchase,
discharge,  compromise or  settlement  of any other prior lien,  may do so after
reasonable  inquiry as to the validity or amount of any claim for lien which may
be asserted.

     7.  Mortgagee's  Right of Entry. The Mortgagee,  or its agents,  may at all
reasonable  times  enter  upon  the  Mortgaged  Property  for  the  purposes  of
inspection or of performing  any defaulted  covenant,  term or condition of this
Mortgage.  The Mortgagee  shall have no duty to make such entry on the Mortgaged
Property and shall not thereby  become  liable to the Mortgagor or any person in
possession holding under the Mortgagor.

     8.  Condemnation.  In the  event of any  taking  of or damage to all or any
portion  of the  Mortgaged  Property  by reason  of any  public  improvement  or
condemnation proceeding or other exercise or threatened exercise or the power of
eminent domain, the Mortgagee shall receive the entire  compensation,  awards or
other  payments  or relief  therefor  up to but not  exceeding  the  outstanding
balance  of the  Note  and all  other  Indebtedness  Hereby  Secured;  provided,
however,  so long as (i) no uncured  event of default  exists under the terms of
the Loan  Instruments;  and (ii) any such taking or damage  occurs  prior to the
final loan year;  and (iii) such damage can be restored or repaired prior to the
maturity of the Note set forth above;  and (iv) the  Mortgaged  Property can, in
Mortgagee's  reasonable opinion,  remain  economically viable if restored,  then
such compensation,  awards or other payments or relief, after deducting expenses
incurred by  Mortgagee  in  collection,  shall be made  available to restore the
Mortgaged Property as near as practicable to substantially the same condition as
existed  immediately  prior to such taking or damage. In the event such proceeds
are insufficient to effect such restoration,  Mortgagee shall have no obligation
to make such  proceeds  available to restore the Mortgaged  Property  unless the
Mortgagor  deposits with Mortgagee or Mortgagee's agent or designee,  sufficient
additional funds to complete such restoration.  All such proceeds and additional
funds held by Mortgagee  shall be disbursed by Mortgagee,  Mortgagee's  agent or
designee  upon  satisfaction  of  standard   commercial   construction   lending
conditions only as and to the extent that such restoration is performed.  In the
event that (i) there  exists  any  uncured  default  under the terms of the Loan
Instruments;  or (ii) such cost of restoration  exceeds the total  compensation,
awards or other  payments or relief held by Mortgagee and the Mortgagor does not
deposit with Mortgagee sufficient  additional funds to complete the restoration;
or (iii) the Mortgaged  Property will not, in  Mortgagee's  reasonable  opinion,
remain economically viable if restored; or (iv) any such taking or damage occurs
in  the  final  loan  year;  or (v)  the  Improvements  cannot  be  restored  to
substantially the same condition as existed  immediately prior to such casualty;
or (vi) such damage cannot be repaired  prior to the maturity of the Note,  then
such  compensation,  awards or other  payments or relief which remain on deposit
with the  Mortgagee  or its agent may be  retained by  Mortgagee  and Applied to
reduce the  Indebtedness  Hereby Secured then most remotely to be paid,  without
prepayment premium.  Application or release of the proceeds or any part thereof,
under  this  section  shall not cure or waive any  default  or notice of default
hereunder or invalidate any act done pursuant to such notice.

     9. Rents and Leases. As additional security for payment of the Indebtedness
Hereby  Secured and for the  faithful  performance  of the terms and  conditions
contained  herein  and in the Note and any  other  document  collateral  to this
Mortgage,  the Mortgagor  does hereby assign and set over unto the Mortgagee all
rents,  issues and profits from the Mortgaged  Property hereafter  accruing.  In
furtherance  hereof, the Mortgagor has separately  assigned to the Mortgagee all
right,  title and  interest  of the  Mortgagor  in all  leases of the  Mortgaged
Property,  or any part thereof,  now or hereafter executed,  by an assignment of
even date herewith (in this Mortgage called the "Assignment of Leases") recorded
in the Office of the Recorder of Marion  County,  Indiana to which  reference is
made for the terms thereof, all of which are incorporated herein. The Assignment
of Leases includes,  without limitation,  the reversion of the Mortgagor and the
benefit of all  covenants in the leases  binding on the lessee and  necessary or
convenient  for  the  enforcement  of the  interests  of the  Mortgagee  and the
Mortgagor gives to and confers upon the Mortgagee the right, power and authority
during the continuance of this Mortgage to collect the rents, issues and profits
of the Mortgaged Property.  The Mortgagor will observe and perform all promises,
conditions  and  agreements  on the part of the Mortgagor to be performed in the
Assignment  of Leases and agrees that any sums advanced by the Mortgagee for the
purposes  specified in the Assignment of Leases,  together with interest thereon
from date of any such  advancement at the per annum Default Interest Rate (or at
such lesser rate of interest as may be the maximum not  prohibited by applicable
law),  shall be due and payable  immediately on demand and shall be added to and
become part of the  Indebtedness  Hereby Secured.  The Mortgagor will not accept
rent in advance under the leases excepting only monthly rents for current months
which may be paid in advance.  The Mortgagor  represents and warrants that there
are no assignments  of leases or  assignments  of rents  involving the Mortgaged
Property other than the Assignment of Leases.

     10. Miscellaneous Covenants of the Mortgagor.

     (a)  The Mortgagor will not sell,  convey or further encumber the Mortgaged
          Property  without the prior written  consent of the Mortgagee.  In the
          event of the  sale  with  consent  of the  Mortgagee  or  transfer  by
          operation  of law of all or any part of the  Mortgaged  Property,  the
          Mortgagee,  without  notice  to any  person or  corporation  is hereby
          authorized  and  empowered to deal with any such vendee or  transferee
          with reference to the Mortgaged  Property or the  Indebtedness  Hereby
          Secured,  or with reference to any of the terms or conditions  hereof,
          as fully and to the same  extent as it might  deal with the  Mortgagor
          and without in any way releasing or discharging any of the liabilities
          or undertakings of the Mortgagor hereunder.

          Notwithstanding  the  preceding  provisions,  the  Mortgagor  will  be
          permitted a one-time right to transfer or sell the Land to a qualified
          purchases, which qualified purchaser may assume the loan, subject to:

          (1)  the payment to  Mortgagee  of a fee equal to one percent  (1%) of
               the then outstanding loan balance, and

          (2)  prior   written   approval   from   Mortgagee   of  the  proposed
               purchaser/assumptor,   which   approval   may  be   withheld   in
               Mortgagee's discretion; and

          (3)  the payment by Mortgagor of all expenses incurred by Mortgagee in
               processing such sale or transfer.

     (b)  The Mortgagor will furnish to the  Mortgagee,  within ninety (90) days
          after  the  end of  each  fiscal  year,  copies  of  annual  financial
          statements of the Mortgagor including, without limitation,  statements
          of profit,  loss and  surplus  and balance  sheet,  all in  reasonable
          detail,  prepared by a Certified Public Accountant or other accountant
          satisfactory to the Mortgagee.

     11.  Compliance with Law and Agreements. The Mortgagor will comply with all
          present  and  future  statutes,  laws,  rules,  orders,  restrictions,
          regulations and ordinances affecting the Mortgaged Property,  any part
          thereof,  or the use  thereof.  The  Mortgagor  will  comply  with the
          provisions  of  all  agreements   affecting  the  Mortgaged   Property
          including,  without limitation,  easement agreements for use of common
          areas, if any. The Mortgagor  represents and warrants (i) that all new
          Improvements, if any, were constructed in compliance with all existing
          statutes,   laws,  rules,   orders,   regulations,   restrictions  and
          ordinances; (ii) that, to the knowledge of the Mortgagor, there are no
          defects in materials or workmanship  affecting such new  Improvements;
          (iii) that the Mortgaged  Property is properly  zoned for its intended
          uses;  (iv) that the Mortgaged  Property has not been  designated as a
          flood  hazard  area by any  agency  of  government;  and (v)  that the
          Mortgaged  Property  is  separately   assessed  for  real  estate  tax
          purposes.

     12. Waiver; Releases;  Resort to Other Security; Etc. Without affecting the
liability  of the  Mortgagor  or any  other  party  liable  for  payment  of any
Indebtedness  Hereby Secured or performance of any obligation  contained herein,
and without  affecting the rights of the Mortgagee  with respect to any security
not expressly  released in writing,  the Mortgagee may, at any time, and without
notice to or the consent of any party in interest with the Mortgaged Property or
the Note or the  Indebtedness  Hereby  Secured (a) Release any person liable for
payment of all or any part of the Indebtedness Hereby Secured or for performance
of any obligation herein, (b) Make any agreement extending the time or otherwise
altering  the terms of  payment  of all or any part of the  Indebtedness  Hereby
Secured or modifying or waiving any obligation,  or subordinating,  modifying or
otherwise  dealing  with the lien or charge  hereof,  (c) Accept any  additional
security,  (d) Release or otherwise  deal with any  property,  real or personal,
including  any or  all  of the  Mortgaged  Property,  including  making  partial
releases  of the  Mortgaged  Property  without  notice to or  approval  of other
parties in interest  with the Mortgaged  Property,  or (e) Resort to any chattel
mortgages, security agreements,  pledges, contracts of guaranty,  assignments of
rents  and  leases  or other  securities,  and  exhaust  any one or more of said
securities and the security hereunder,  either concurrently or independently and
in such order as it may  determine,  or (f) accept  payment of the  Indebtedness
Hereby Secured, or any part thereof, after its due date or after acceleration of
such indebtedness and the filing of a foreclosure action.

     13. Further Assurances; After Acquired Property. At any time, and from time
to time,  upon request of the  Mortgagee the  Mortgagor  will make,  execute and
deliver or cause to be made, executed and delivered, to the Mortgagee and, where
appropriate,  to  cause  to be  recorded  and/or  filed  and  from  time to time
thereafter, to be rerecorded and/or refiled at such time and in such offices and
places as shall be deemed desirable by the Mortgagee, any and all such other and
further  security  instruments,   lease  assignments,   instruments  of  further
assurance,  certificates  and other  documents  as may,  in the  opinion  of the
Mortgagee,  be  necessary  or desirable  in order to  effectuate,  complete,  or
perfect,  or to continue and preserve the obligation of the Mortgagor  under the
Note and this Mortgage,  and the lien of this mortgage as a first and prior lien
upon all of the Mortgaged  Property,  whether now owned or hereafter acquired by
the  Mortgagor.  Upon any failure by the  Mortgagor so to do, the  Mortgagee may
make,   execute,   and  record  any  and  all  such  assignments,   instruments,
certificates,  and  documents  for  and in the  name  of the  Mortgagor  and the
Mortgagor   hereby   irrevocably   appoints   the   Mortgagee   the   agent  and
attorney-in-fact  of the Mortgagor so to do. The lien hereof will  automatically
attach,  without  further act, to all after acquired  property and such property
will become part of the Mortgaged Property as herein defined.

     14.  Protection of the Mortgaged  Property.  The Mortgagee shall have power
(a) to  institute  and  maintain  such  suits  and  proceedings  as it may  deem
expedient to prevent any impairment of the Mortgaged  Property by any acts which
may be unlawful or any  violation of this  Mortgage,  (b) to preserve or protect
its interest in the Mortgaged  Property and in the income,  revenues,  rents and
profits arising therefrom,  and (c) to restrain the enforcement of or compliance
with any legislation or other governmental enactment,  rule or order that may be
unconstitutional or otherwise invalid, if the enforcement of or compliance with,
such  enactment,  rule or  order  would  impair  the  security  hereunder  or be
prejudicial to the interest of the Mortgagee.

     The  Mortgagor  will pay or  reimburse  the  Mortgagee  for all  reasonable
attorney's fees, costs and expenses  incurred by the Mortgagee in any proceeding
involving the estate of a decedent or an insolvent, or in any action, proceeding
or dispute  of any kind in which the  Mortgagee  is made a party,  or appears as
party plaintiff or defendant,  affecting the Note, this Mortgage, the Assignment
of Leases, the Mortgagee,  or the Mortgaged Property,  including but not limited
to the  foreclosure  of this Mortgage,  any  condemnation  action  involving the
Mortgaged  Property,  or any action to protect the security hereof; and any such
amounts paid by the Mortgagee,  together with interest  thereon from date of any
such  expenditure at the per annum Default Interest Rate (or at such lesser rate
of interest as may be the maximum not  prohibited by applicable  law),  shall be
due and payable  immediately  on demand and shall be added to and become part of
the Indebtedness Hereby Secured.

     15. No Claim  Against The  Mortgagee.  Nothing  contained in this  Mortgage
shall  constitute any consent or request by the  Mortgagee,  express or implied,
for the  performance  of any  labor or  services  or for the  furnishing  of any
materials or other  property in respect of the Mortgaged  Property,  or any part
thereof, nor as giving the Mortgagor or lessee under any leases of the Mortgaged
Property any right, power or authority to contract for or permit the performance
of any labor or services or the furnishing of any materials or other property in
such  fashion as would create any personal  liability  against the  Mortgagee in
respect  thereof or would  permit the making of any claim that any lien based on
the  performance  of such  labor  or  services  or the  furnishing  of any  such
materials or other property is prior to the lien of this Mortgage.

     16. Late Charge. The Mortgagor agrees to pay, in addition to all other sums
provided  for  herein,  a late  charge of four cents for each one dollar of each
regular  monthly  payment more than  fifteen (15) days in arrears,  to cover the
extra expense of the Mortgagee in handling delinquent payments.

     17.  Filing  and  Recording  Fees.  The  Mortgagor  will  pay  all  filing,
registration or recording  fees, and all expenses  incident to the execution and
acknowledgment  of this  Mortgage and the  Assignment of Leases and all federal,
state,  county,  and  municipal  taxes,  and  other  taxes,   duties,   imposts,
assessments  and charges  arising out of or in connection with the execution and
delivery of the Note, this Mortgage,  the Assignment of Leases,  any contract of
guaranty and any further assurances.

     18.  Default.  It shall be a default  under this Mortgage if one or more of
the following  events (in this Mortgage called  "default" or "Event of Default")
shall happen,  that is to say: (a) if the Mortgagor shall default in the payment
of the Indebtedness  Hereby Secured in accordance with the terms of the Note and
this Mortgage and any other document collateral to this Mortgage (whether at the
stated  maturity or at a date fixed for any  installment  payment or otherwise),
and  such  default  continues  for a  period  of ten  (10)  days;  or (b) if the
Mortgagor shall fail to furnish  insurance  policies or pay the premiums thereon
at the times  required in Section 4 of this Mortgage and such default  continues
for a period of ten (10) days; or (c) if the Mortgagor  shall default in the due
observance and performance of any covenant or agreement set out in paragraph (a)
of Section 10 of this Mortgage; or (d) if the Mortgagor shall default in the due
observance or performance of any of the other terms,  conditions or covenants of
the Note or of this Mortgage, and such default continues for a period of fifteen
(15) days  after the date of mailing  written  notice  thereof to the  Mortgagor
except that if any such  default  cannot with due  diligence  be cured  within a
period of fifteen (15) days, such default shall not be deemed to continue if the
Mortgagor  proceeds  promptly and with all due diligence to cure the default and
diligently  completes the curing thereof;  or (e) if the Mortgagor shall abandon
or surrender the Mortgaged  Property;  or (f) if the Mortgagor  shall default in
the due observance or  performance of any terms,  conditions or covenants of the
Assignment of Leases or any other document  collateral to this Mortgage and such
default  continues  for a period of fifteen  (15) days after the date of mailing
written notice thereof to the Mortgagor,  except that if any such default cannot
with due  diligence be cured within a period of fifteen (15) days,  such default
shall not be deemed to continue if the Mortgagor  proceeds promptly and with all
due diligence to cure the default and diligently  completes the curing  thereof;
or (g) if any representation or warranty herein or in the Note or the Assignment
of Leases or any other document  collateral to this Mortgage or if the financial
statements  of the  Mortgagor  furnished  to the  Mortgagee  shall be  untrue or
incorrect in any material respect as of the time such representation or warranty
shall have been made or such financial statements shall have been furnished;  or
(h) if the Mortgagor  shall make an assignment for the benefit of creditors,  or
shall  admit in writing  its  inability  to pay its debts as they become due, or
shall file a petition  in  bankruptcy,  or shall be  adjudicated  a bankrupt  or
insolvent,  or shall file a petition  seeking any  reorganization,  arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under any
present or future bankruptcy or insolvency  statute,  law or regulation or shall
file an answer  admitting to or not  contesting  the material  allegations  of a
petition  filed  against it in such  proceeding,  or shall seek or consent to or
acquiesce in the  appointment  of any  trustee,  receiver or  liquidator  of the
Mortgagor or a material part of its properties,  or shall not within ninety (90)
days  after  the  appointment,  without  the  consent  or  acquiescence  of  the
Mortgagor, of a trustee, receiver or liquidator of the Mortgagor or any material
part of its properties have such appointment vacated.

     19. Acceleration,  Mortgagee's Right to Foreclose. In the event the land is
made  subject to any other lien or  security  interest or if an Event of Default
shall occur the whole of the  Indebtedness  Hereby  Secured  shall be and become
immediately due and payable  without  notice,  at the election of the Mortgagee,
exercised  at any time after the  occurrence  of such Event of Default,  and the
Mortgagee  shall have all rights and remedies as provided  herein or by law, and
may proceed at once, or at any time thereafter,  to foreclose this Mortgage in a
court of competent jurisdiction, or to enforce the covenants hereof.

     If, while any insurance  proceeds or condemnation  awards are being held by
the  Mortgagee  to  reimburse  the  Mortgagor  for  the  cost of  rebuilding  or
restoration of Improvements  as set forth in this Mortgage,  the Mortgagee shall
be or become entitled to, and shall accelerate the Indebtedness  Hereby Secured,
then and in such  event,  the  Mortgagee  shall be  entitled  to apply  all such
insurance  proceeds and condemnation  awards then held by it in reduction of the
Indebtedness Hereby Secured in such order as the Mortgagee may determine and any
excess held by it over the amount of such indebtedness  shall be returned to the
Mortgagor or any person or persons entitled thereto, without interest.

     20. Expense of Collection and Litigation. In any suit to foreclose the lien
hereof, or for collection of the Indebtedness Hereby Secured or if this Mortgage
or the Note shall be placed in the hands of an attorney  for  collection,  there
shall be allowed and included all expenditures and expenses which may be paid or
incurred by or on behalf of the Mortgagee for attorneys' fees, appraiser's fees,
outlays for documentary and expert evidence, stenographers' charges, publication
costs,  and costs (which may be estimated as to items to be expended after entry
of the decree) of  procuring  all such  abstracts of title,  title  searches and
examinations,  title  insurance  policies and similar data and  assurances  with
respect  to title as the  Mortgagee  may deem  reasonably  necessary  either  to
prosecute  such suit or to  evidence  to  bidders  at any sale  which may be had
pursuant to the decree of foreclosure  the true condition of the title to or the
value of the Mortgaged Property.  All expenditures and expenses of the nature in
this section  mentioned,  together with  interest  thereon from date of any such
expenditure  at the per annum  Default  Interest Rate (or at such lesser rate of
interest as may be the maximum  not  prohibited  by  applicable  law),  shall be
immediately  due and  payable on demand and shall be added to and become part of
the Indebtedness Hereby Secured.

     21.  Appointment  of Receiver.  Upon,  or at any time after the filing of a
complaint to foreclose this Mortgage, the court in which such complaint is filed
may appoint a receiver of the Mortgaged  Property.  Such appointment may be made
either before or after sale,  without notice,  without regard to the solvency or
insolvency  of the  Mortgagor at the time of  application  for such receiver and
without regard to the then value of the Mortgaged  Property and the Mortgagee or
any holder of the Note may be appointed as such  receiver.  Such receiver  shall
have the power to  collect  the  rents,  issues  and  profits  of the  Mortgaged
Property  during the pendency of such  foreclosure  suit,  as well as during any
further times when the Mortgagor,  except for the intervention of such receiver,
would be  entitled  to collect  such rents,  issues and  profits,  and all other
powers  which may be  necessary  or are usual in such cases for the  protection,
possession,  control,  management and operation of the Mortgaged Property during
the whole of said period. The court from time to time may authorize the receiver
to apply the net  income in his hands in payment in whole or in part of: (a) the
Indebtedness  Hereby  Secured,  or  the  indebtedness   secured  by  any  decree
foreclosing this Mortgage,  or any tax,  special  assessment or other lien which
may be or become  superior to the lien hereof or of such decree,  provided  such
application is made prior to foreclosure sale; and (b) the deficiency in case of
a sale and  deficiency.  The Mortgagor will pay to the Mortgagee upon demand all
expenses,  including  receiver's  fees,  reasonable  attorney's  fees, costs and
agent's  compensation,  incurred  pursuant to the  provisions  contained in this
section and all such  expenses  paid by the  Mortgagee,  together  with interest
thereon from the date of such expenditure at the per annum Default Interest Rate
(or at such lesser rate of  interest  as may be the  maximum not  prohibited  by
applicable  law)  shall be  immediately  due and  payable on demand and shall be
added to and become part of the Indebtedness Hereby Secured.

     22.  Payment of  Prepayment  Premium.  The Note may be subject to voluntary
prepayment by the Mortgagor under the conditions  therein stated,  in some cases
with premium and in other cases without premium. If, following the occurrence of
an Event of Default and an acceleration of the  Indebtedness  Hereby Secured but
prior to a sale of the Mortgaged  Property in  foreclosure,  the Mortgagor shall
tender  to  the  Mortgagee  payment  of an  amount  sufficient  to  satisfy  the
Indebtedness  Hereby  Secured,  such  tender  shall be deemed to be a  voluntary
prepayment under the Note and, accordingly,  the Mortgagor shall also pay to the
Mortgagee the prepayment  premium (if any) then required under the Note in order
to exercise the prepayment  privilege  contained therein. If such tender is made
during a period when  prepayment  is not  permitted,  the  premium  shall be the
highest amount stated in the prepayment clause in the Note secured hereby.

     23. Forbearance Not a Waiver;  Rights and Remedies Cumulative.  No delay by
the Mortgagee in  exercising  any right or remedy  provided  herein or otherwise
afforded by law or equity  shall be deemed a waiver of or preclude  the exercise
of such  right or  remedy,  and no waiver  by the  Mortgagee  of any  particular
provision of this Mortgage shall be deemed effective unless in writing signed by
the  Mortgagee.  All such rights and  remedies  provided for herein or which the
Mortgagee  or the  holder of the Note may have  otherwise,  at law or in equity,
shall be  distinct,  separate  and  cumulative  and may be  exercised  singly or
serially (in any order) or concurrently,  and as often as the occasion  therefor
arises.  No action by the Mortgagee  under the provisions of this Mortgage shall
impair  any  acceleration  or  foreclosure  right  or  remedy  available  to the
Mortgagee under this Mortgage.  Acceleration of the Indebtedness Hereby Secured,
once claimed hereunder by the Mortgagee, may, at the option of the Mortgagee, be
rescinded,  but the tender and acceptance of partial payments alone shall not in
any way affect or rescind such acceleration of the Indebtedness Hereby Secured.

     24. Waiver of Statutory Rights.  The Mortgagor shall not and will not apply
for or avail itself of any appraisement,  valuation, stay, redemption, extension
or exemption laws, or any so-called  moratorium  laws, now existing or hereafter
enacted,  in order to prevent or hinder the  enforcement  or foreclosure of this
Mortgage, but hereby waives the benefit of such laws.

     25. Release upon Discharge of Mortgagor's Obligations.  The Mortgagee shall
release this Mortgage and the lien thereof by proper instrument upon payment and
discharge of the Indebtedness Hereby Secured at the expense of the Mortgagor.

     26. Security Agreement.  This Mortgage shall also constitute and serve as a
"Security  Agreement" on personal property herein, if any, within the meaning of
the Uniform  Commercial  Code of Indiana.  The Mortgagor  hereby  authorizes the
Mortgagee  to  execute  any  "Financing  Statements"  deemed  necessary  by  the
Mortgagee and agrees with the Mortgagee to execute and deliver to the Mortgagee,
in form and substance satisfactory to the Mortgagee,  such further assurances as
the Mortgagee may, from time to time, consider  reasonably  necessary to create,
perfect, and preserve the security interest of the Mortgagee herein granted, and
the Mortgagee may cause such statements and assurances to be recorded and filed,
at such- times and places as may be required or  permitted  by law to so create,
perfect and preserve such security  interest.  The Mortgagee  shall have all the
rights,  remedies and recourses with respect to the personal property afforded a
Secured Party by the aforesaid  Uniform  Commercial Code in addition to, and not
in  limitation  of,  the other  rights,  remedies  and  recourses  afforded  the
Mortgagee by this Mortgage.

     27. Giving of Notice. Any notice which either party hereto may desire or be
required to give to the other party shall be in writing and the mailing  thereof
by United  States  Postal  Service  certified or registered or first class mail,
postage  prepaid,  addressed to the Mortgagor or the Mortgagee,  as the case may
be, at the respective address first above set out, or at such other place as any
party  hereto may by notice in writing  designate  to the other party as a place
for service of notice, shall constitute service of notice hereunder.

     28.  Subrogation.  If any or all of the proceeds of the Note have been used
to extinguish,  extend or renew any indebtedness heretofore existing against the
Mortgaged Property,  then, to the extent of such funds so used, the Indebtedness
Hereby  Secured  and this  Mortgage  shall be  subrogated  to all of the rights,
claims,  liens,  titles and interests  heretofore existing against the Mortgaged
Property to secure the indebtedness so extinguished, extended or renewed and the
former rights,  claims, liens, titles and interests,  if any, are not waived but
rather are  continued in full force and effect in favor of the Mortgagee and are
merged with the lien created herein as cumulative  security for the repayment of
the Indebtedness Hereby Secured.

     29. Governing Law; Severability. In the event one or more of the provisions
contained in this  Mortgage or the Note or in any other  document  collateral to
this  Mortgage  shall  for  any  reason  be  held  to  be  invalid,  illegal  or
unenforceable    in   any    respect,    such    invalidity,    illegality    or
unenforceability-shall,  at the  option of the  Mortgagee,  not affect any other
provision  of this  Mortgage,  and this  Mortgage  shall be construed as if such
invalid,  illegal or unenforceable  provision had never been contained herein or
therein.  This Mortgage and the Note it secures are to be construed and governed
by the laws of the State of Indiana.

     30. No Usury.  Notwithstanding  any provision hereof, it is not intended by
the Note or the  Assignment  of Leases or this  Mortgage  or any other  document
collateral to this  Mortgage to impose upon the Mortgagor any  obligation to pay
interest in excess of the maximum  rate of interest  permitted  by law,  and any
interest which exceeds such maximum rate of interest shall  automatically  abate
to the extent of such excess.

     31. Estoppel Affidavits. The Mortgagor,  within ten (10) days after written
request  from  the   Mortgagee,   shall  furnish  a  written   statement,   duly
acknowledged,  setting  forth the  unpaid  balance  of the  Indebtedness  Hereby
Secured  and  whether  or  not  any  offsets  or  defenses  exist  against  such
indebtedness.

     32. Successors and Assigns, etc. This Mortgage and each and every covenant,
agreement and other provision hereof shall be binding upon the Mortgagor and its
successors and assigns including,  without limitation,  each and every from time
to time  record  owner of the fee title to the  Mortgaged  Property or any other
person  having  an  interest  therein  and  shall  inure to the  benefit  of the
Mortgagee  and its  successors  and assigns.  Wherever  herein the  Mortgagee is
referred to, such  reference  shall be deemed to include the holder from time to
time of the Note  whether so  expressed  or not, and each such from time to time
holder of the Note shall have and enjoy all of the rights,  privileges,  powers,
options and benefits afforded hereby and hereafter and may enforce all and every
of the terms and provisions hereof, as fully and to the same extent and with the
same  effect  as if each  such  from  time  to time  holder  is  herein  by name
specifically granted such rights,  privileges,  powers, options, benefits and is
herein by name designated as the Mortgagee. As used herein the words "successors
and  assigns"  shall  also be  deemed to  include  the  heirs,  representatives,
administrators  and  executors  of any  natural  person  who is a party  to this
Mortgage.  In this  Mortgage,  whenever the context so requires,  the masculine,
feminine or neuter genders shall include the other genders,  the singular number
includes the plural and the plural the  singular,  and the term  "person"  shall
include any  individual,  partnership,  corporation,  trustee or  unincorporated
association.  If  more  than  one  person  has  executed  this  Mortgage  as the
Mortgagor,  the  term  "Mortgagor"  shall  include  all  such  persons  and  the
obligations of all such persons shall be joint and several.

     33.  Captions  and  Headings.  The  captions  and  headings  of the various
sections of this Mortgage are for  convenience  only and are not to be construed
as  confining  or  limiting  in any way the scope or  intent  of the  provisions
hereof.

     34.  Counterparts.   This  Mortgage  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be an  original  but all of  which  shall
constitute one instrument.

     IN WITNESS WHEREOF, the Mortgagor has duly executed this Mortgage as of the
day and year first above written.

                                           Cabot Safety Corporation, a
ATTEST:           (SEAL)                   Delaware Corporation

        /s/                                By       /s/
-----------------------------------        -------------------------------------
Assistant Secretary                        Senior Vice President


<PAGE>



Commonwealth of Massachusetts       )
                                            )        ss:
COUNTY OF WORCESTER        )

     Before  me, the  undersigned,  a Notary  Public in and for said  County and
State personally appeared Allan M. Kline and Mark V.B. Tremallo, the Senior Vice
President and Assistant Secretary respectively,  of Cabot Safety Corporation,  a
Delaware corporation,  and acknowledged  execution of the foregoing Mortgage for
and on behalf of said corporation.

     Witness my hand and official seal this 15 day of April, 1991. -- -----



         /s/
--------------------------------------------
Notary Public


My commission expires:  9/5/97
My county of residence:  Worcester


















                         This instrument was prepared by
                               Robert E. Ferguson
                                 Attorney-at-Law
                     American United Life Insurance Company
                                  P.O. Box 368
                             Indianapolis, IN 46206
                                 (317) 263-1877


<PAGE>


                         ASSIGNMENT OF RENTS AND LEASES


     THIS  ASSIGNMENT  made  this  16th day of  April,  1991,  by  Cabot  Safety
Corporation,  a Delaware  Corporation,  having an address and principal place of
business at 90 Mechanic Street,  Southbridge,  Massachusetts 01550, (hereinafter
called the  "Assignor") to American  United Life Insurance  Company,  an Indiana
corporation,  having its  principal  offices  at  Indianapolis,  Indiana  and an
address at Post Office Box 368, Indianapolis,  Indiana 46206 (hereinafter called
the "Assignee"), WITNESSETH, that:

     FOR VALUE RECEIVED, the Assignor hereby grants, transfers, assigns and sets
over to the Assignee all of the right, title and interest of the Assignor in and
to the  Leases  now or  hereafter  existing  on all or any  part of the land and
improvements  situated in the County of Marion,  State of Indiana,  described as
follows, to-wit:

     Part of the  Northwest  Quarter of Section 25,  Township 17 North,  Range 2
East in Marion County, Indiana, more particularly described as follows:

     Commencing at the Northwest corner of said Quarter Section; thence North 87
degrees 33 minutes 00 seconds East along the North line of said Quarter Section,
1590.55 feet;  thence South 02 degrees 27 minutes 00 seconds East, 44.00 feet to
a point on the South  right-of-way  of 79th  Street and the point of  beginning;
thence South 02 degrees 10 minutes 45 seconds East, 402.72 feet; thence South 87
degrees 49 minutes 15 seconds West, 551.65 feet, the following courses are along
the  rights-of-way  of Moller Road and 79th  Street;  thence North 00 degrees 01
minutes 19 seconds  East,  160.23  feet;  thence  North 02 degrees 52 minutes 54
seconds East,  140.31 feet;  thence North 00 degrees 01 minutes 19 seconds East,
42.95  feet to a point of  curvature;  thence  91.67  feet  along a curve to the
right,  having a radius of 60.00 feet and a chord bearing and length of North 43
degrees 47  minutes 10 seconds  East,  83.01  feet;  thence  North 87 degrees 33
minutes 00 seconds East, 471.80 feet to the point of beginning.

     (herein called the "Premises");  together with all rents,  income and other
sums payable thereunder or otherwise for the use and occupation of the Premises,
including, without limitation, all options,  amendments,  extensions or renewals
and guarantees of lessee's obligations under the Leases.

     This  Assignment is given as security for (a) payment of all sums due under
a certain promissory note and all amendments, extensions or renewals thereof, in
the original  principal sum of Two Million Six Hundred Seventy  Thousand Dollars
$2,670,000.00, made by the Assignor to the Assignee, dated of even date herewith
(hereinafter  called the "Note") and secured by an  Indenture of Mortgage on the
Premises (hereinafter called the "Mortgage"); (b) payment of all other sums with
interest  becoming due and payable to the Assignee  under the provisions of this
Assignment or the Note or the Mortgage; and (c) the performance and discharge of
each obligation,  covenant and agreement of the Assignor  contained herein or in
the Note and the  Mortgage.  Acceptance  of this  Assignment  shall not  impair,
affect or modify any of the terms or conditions of the Note or the Mortgage.

     The Assignor covenants and agrees with the Assignee as follows:

     1. This  Assignment  includes  all of the right,  title and interest of the
Assignor  in and to the  said  Leases  and in and to the  right  to the  use and
possession of the Premises,  including any and all of the rents, issues, profits
and avails now due, which may hereafter become due under and by virtue of any of
the Leases,  whether written or oral, or any letting of or any agreement for the
use or occupancy of any part of the Premises  which may have been  heretofore or
may be hereafter  made, or agreed to between the Assignor or any other  present,
prior or subsequent  owner of the Premises or any interest  therein or which may
be made or agreed to by the  Assignee,  its  successors  or  assigns,  under the
powers  herein  granted,  and any  tenant  or  occupant  all or any  part of the
Premises.

     2. The  Assignor  represents,  warrants and agrees that (a) the Assignor is
entitled  to receive  all of the rents,  issues and profits and to enjoy all the
other rights and benefits  mentioned  herein and assigned  hereby;  (b) the same
have  not  been  heretofore  sold,  assigned,  transferred  or set  over  by any
instrument  now in  force  and will  not at any  time  during  the life of these
presents be sold,  assigned,  transferred  or set over by the Assignor or by any
person or persons whomsoever except subject to this Assignment; and (c) that the
Assignor has good right to sel1,  assign,  transfer and set over the same and to
grant to and confer upon the  Assignee  the  rights,  interests,  powers  and/or
authorities herein granted and conferred.

     3. The  Assignor  will,  from time to time,  execute  upon  request  of the
Assignee,  any and all instruments reasonably requested by the Assignee to carry
this  instrument  into effect or to accomplish any other purposes  deemed by the
Assignee to be necessary or  appropriate in connection  with this  Assignment or
the Premises,  including, without limitation,  specific assignment of any of the
Leases or  agreements  relating to use or  occupancy of the Premises or any part
thereof now or hereafter in effect.

     4. This  Assignment  shall in no way  operate to  restrict  or prevent  the
Assignee  from pursuing any remedy which it now or hereafter may have because of
any present or future breach of the terms or  conditions of the Mortgage  and/or
the Note.

     5. The Assignee shall not in any way be  responsible  for failure to do any
or all of the things for which rights, interests,  powers and/or authorities are
herein granted it; and the Assignee shall not be responsible  for or liable upon
any of the agreements, undertakings or obligations imposed upon the lessor under
the Leases or other agreements with respect to the Premises.

     6. The  Assignee  shall be  accountable  only for such cash as it  actually
receives under the terms hereof.

     7.  Failure of the  Assignee to do any of the things or exercise any of the
rights, interests, powers and/or authorities hereunder shall not be construed to
be a waiver  of any of the  rights,  interests,  powers  or  authorities  hereby
assigned and granted to the Assignee.

     8. The Assignee shall have the right to further  assign this  Assignment of
Rents and Leases and any and all rights  accruing  hereunder  to any  subsequent
assignee of the interest of the Assignee under the Mortgage and the Note.

     9. It is understood that this Assignment is an absolute assignment which is
effective  as at the date  hereof and,  upon  demand the  Assignee to the tenant
under any of the Leases or to any person liable for any of the rents, issues and
profits of and from the  Premises  or any part  thereof,  such  tenant or person
liable for any of such rents, issues and profits shall, and is hereby authorized
and directed to, pay to or upon the order of the Assignee,  and without  inquiry
of any nature,  all rents then owing or thereafter  accruing under the Leases or
any  other  instrument  or  agreement,  oral or  written,  giving  rights  to an
obligation to pay rents, issues or profits in connection with the Premises.

     10. So long as there shall exist no default by the  Assignor in the payment
of any  indebtedness  secured  hereby,  or in the performance of any obligation,
covenant  or  agreement  herein or in the Note or the  Mortgage  contained,  the
Assignee  shall not demand from any tenant  under said  Leases or other  persons
liable therefore, any of the rents, issues and profits hereby assigned but shall
permit the Assignor to collect upon,  but not prior to accrual,  all such rents,
issues and profits  from the Premises and the Leases and to retain and enjoy the
same;  provided  that  notwithstanding  the  provisions  of this Section 10, all
tenants  under the Leases and all  Premises  shall  comply  with any demands for
rents made by the Assignee pursuant to the provisions of this Assignment without
regard to whether or not the same is made in compliance with this Section 10.

     11. Upon or at any time after  default in the  payment of any  indebtedness
evidenced  by  the  Note  or  secured  hereby  or by  the  Mortgage,  or in  the
performance of any term, provision, condition, obligation, covenant or agreement
herein  or in the Note or the  Mortgage  contained,  and the  expiration  of the
period of grace, if any, with respect to any such default as provided for in the
Note or in the  Mortgage,  the  Assignee  may  declare all sums  secured  hereby
immediately  due and  payable  and may,  at the option of the  Assignee  without
notice  either in person or by agent,  with or  without  bringing  any action or
proceeding,  or by a receiver  to be  appointed  by a court,  enter  upon,  take
possession  of, and manage and operate the  Premises and each and every part and
parcel  thereof;  and in connection  therewith,  the Assignee may make,  cancel,
enforce or modify Leases, fix or modify rents, repair,  maintain and improve the
Premises,  employ  contractors,  subcontractors  and  workmen  in and  about the
Premises, obtain and evict tenants, in its own name sue for or otherwise collect
or reserve any and all rents,  issue and profits,  including  those past due and
unpaid,  employ leasing agents,  managing  agents,  attorneys and accountants in
connection with the enforcement of the rights of the Assignee  hereunder and pay
the reasonable  fees and expenses  thereof,  and otherwise do and peform any and
all acts and things which the Assignee may deem  necessary or appropriate in and
about the Premises for the protection  thereof or the  enforcement of the rights
of the  Assignee  hereunder or under the Note or the  Mortgage;  and any and all
amounts expended by the Assignee in connection with the foregoing  together with
interest  thereon from date of payment of any such expense at the rate of Twelve
and  one-eighth per cent (12.125%) per annum (or at such lesser rate of interest
as may be the maximum not  prohibited by applicable  law),  shall  constitute so
much additional  indebtedness  secured hereby and by the Mortgage.  The Assignee
shall apply any monies collected by the Assignee,  as aforesaid,  less costs and
expenses incurred,  as aforesaid,  upon any indebtedness  secured hereby in such
order and  manner the  Assignee  may  determine.  The  entering  upon and taking
possession of the Premises,  the  collection of rents,  issues and profits,  the
exercise  of any of the rights  hereinabove  specified  and the  application  of
collections,  as aforesaid,  shall not cure, waive, modify or affect any default
or notice of default hereunder or under the Note or the Mortgage.

     12.  Any  tenants  or  occupants  of any part of the  Premises  are  hereby
authorized to recognize the claims and demands of the Assignee hereunder without
investigating the reason for any action taken by the Assignee or the validity or
the amount of indebtedness owing to the Assignee or the existence of any default
hereunder or under the Note or the Mortgage or the application to be made by the
Assignee of any amounts to be paid to the  Assignee.  The sole  signature of the
Assignee  shall  be  sufficient  for  the  exercise  of any  rights  under  this
Assignment and the sole receipt of the Assignee for any sums received shall be a
full  discharge  and  release  therefor  to any such  tenant or  occupant of the
Premises.  Checks  for  all or any  part of the  rentals  collected  under  this
Assignment shall be drawn to the exclusive order of the Assignee.

     13. The Assignee  shall not be obligated to perform or discharge,  nor does
it hereby  undertake to perform or discharge any  obligation,  duty or liability
under the Leases,  nor shall this Assignment  operate to place upon the Assignee
responsibility  for the control,  care,  management or repair of the Premises or
the carrying  out of any of the terms and  conditions  of the said  Leases;  nor
shall it  operate  to make the  Assignee  responsible  or  liable  for any waste
committed  on the  Premises  by the tenant  under any of the Leases or any other
party, or for any dangerous or defective  condition of the Premises,  or for any
negligence  in the  management,  upkeep,  repair  or  control  of  the  Premises
resulting  in loss or  injury  or death to any  tenant,  licensee,  employee  or
stranger.

     14. The Assignor  shall and does hereby agree to indemnify  and to hold the
Assignee harmless of and from any and all liability, loss or damage which it may
or might incur under the Leases or under or by reason of this  Assignment and of
and from any and all claims and demands whatsoever which may be asserted against
it by reason of any alleged  obligations or  undertakings on its part to perform
or discharge any of the terms,  covenants or agreements contained in the Leases.
Should the Assignee incur any such liability, loss or damage under the Leases or
under or by reason of this  Assignment,  or in the defense of any such claims or
demands,  the  amount  thereof,   including  costs,   expenses,  and  reasonable
attorney's fees, together with interest thereon from date of any such payment at
the rate of  Twelve  and  one-eighth  per cent  (12.125%)  per annum (or at such
lesser rate of interest as may be the maximum not prohibited by applicable law),
shall be secured hereby and by the Mortgage;  and the Assignor  shall  reimburse
the  Assignee  therefor  immediately  upon  demand  and upon the  failure of the
Assignor so to do, the Assignee may declare all sums secured hereby  immediately
due and payable.

     15. In case of any conflict  between the terms of this  Assignment  and the
terms of the Mortgage, the terms of the Mortgage shall prevail.

     16. The Assignor has not,  and will not,  accept rent in advance  under the
Leases  excepting  only  monthly  rents for current  months which may be paid in
advance and security deposits, if any.

     17. The term  "Leases"  as used  herein  means the  Leases  and  agreements
heretofore defined and hereby assigned, all options,  amendments,  extensions or
renewals thereof now or hereafter executed and all leases subsequently  executed
during the term of this Assignment covering the Premises or any part thereof.

     18. The Assignor  shall cause this  Assignment to be served upon the tenant
under the Leases and, at the sole cost and expense of the Assignor to cause this
Assignment  to be recorded  and filed and  re-recorded  and re-filed in each and
every  public  office in which such filing and  recording  may be  necessary  to
constitute  record notice of this Assignment and the terms and provisions hereof
as applicable to the Premises.

     19. This Assignment embodies the entire agreement and understanding between
the  parties  relating to the  subject  matter  hereof and may not be amended or
waived  except by an  instrument  in writing  executed by the party against whom
enforcement of such amendment or waiver is sought.  If any clauses or provisions
herein  contained  would  invalidate  this  Assignment in whole or in part, such
clauses  or  provisions  only  shall  be  invalid,  and  the  remainder  of this
Assignment will remain in full force and effect.

     20. All notices or demands  which are  required or permitted to be given or
served  hereunder  shall be in writing and sent by  certified or  registered  or
first class mail at the address  first above set out or to such other address as
any party hereto shall designate to the other in writing.

     21. This Assignment may be executed in any number of counterparts,  each of
which shall be an original but all of which shall constitute one instrument.

     22.  Upon  payment  in  full  of  all  indebtedness  secured  hereby,  this
Assignment shall become and be void and of no effect.

     23. This  Assignment,  together with the covenants  and  warranties  herein
contained,  shall inure to the benefit of the Assignee and any subsequent holder
of the Note and the Mortgage and shall be binding upon the Assignor,  his heirs,
executors,  administrators,  successors, and assigns and any subsequent owner of
the Premises.  If more than one person or entity has executed this Assignment as
the  Assignor,  the term  "Assignor"  shall  include  all such  persons  and the
obligations of all such persons shall be joint and several.  In this Assignment,
whenever  the context so requires,  the  masculine,  feminine or neuter  genders
shall include the other genders and the singular  number includes the plural and
the plural the singular.

     24. The Assignor shall not be personally liable for payment of the Note and
other  indebtedness  herein and in the Mortgage  secured nor for  performance of
obligations hereunder and the Assignee agrees to look solely to the Premises and
other  security  herein for the  payment of such  indebtedness.  Nothing in this
clause shall be construed in any way as limiting the obligations of the Assignor
as lessor under the Lease or as relieving  the Assignor  from  liability for any
materially  untrue  representation  or  warranty  herein  or in the  Note or the
Mortgage or other security documents.

     IN WITNESS  WHEREOF,  the Assignor has executed this  Assignment on day and
year first above written.

(SEAL)   Cabot Safety Corporation, a
         Delaware Corporation

By       /s/
-----------------------------------------
Senior Vice President


ATTEST:
         /s/
Assistant Secretary

Commonwealth of Massachusetts       )
                                            )        ss:
 COUNTY OF WORCESTER       )

     Before  me, the  undersigned,  a Notary  Public in and for said  County and
State personally appeared Allan M. K1ine and Mark V.B. Tremallo, the Senior Vice
President and Assistant Secretary respectively,  of Cabot Safety Corporation,  a
Delaware corporation,  and acknowledged execution of the foregoing Assignment of
Rents and Leases, for and on behalf of said corporation.


     Witness my hand and official seal this 15 day of April, 1991.


My commission expires:  9/5/97

                                                        /s/
                                        ----------------------------------------
My county of residence:  Worcester                   Notary Public










                         This instrument was prepared by
                               Robert E. Ferguson
                                 Attorney-at-Law
                     American United Life Insurance Company
                                  P.O. Box 368
                             Indianapolis, IN 46206
                                 (317) 263-1877