<PAGE>


                                                                   Exhibit 10.67


                                                                Loan No. 3212525



                            INDEMNIFICATION AGREEMENT


         THIS INDEMNIFICATION AGREEMENT made as of March 1, 1999, by BIRCH
POND REALTY CORPORATION, a Delaware corporation (doing business in the State of
New Hampshire as BPRC), with a principal place of business at 100 Birch Pond
Drive, Tilton, New Hampshire 03289 and DM MANAGEMENT COMPANY, a Delaware
corporation with a mailing address at 25 Recreation Park Drive, Hingham,
Massachusetts 02043, (hereinafter, together, "INDEMNITOR"), to and for the
benefit of JOHN HANCOCK REAL ESTATE FINANCE, INC., a Delaware corporation,
having its principal place of business at John Hancock Place, T-53, 200
Clarendon Street, Boston, Massachusetts 02116 ("MORTGAGEE"),

                              W I T N E S S E T H:

         WHEREAS, Birch Pond Realty Corporation has applied to Mortgagee for a
real estate mortgage loan in the amount of TWELVE MILLION AND 0/100 DOLLARS
($12,000,000.00) (the "LOAN"), to be evidenced by its note (the "NOTE") in that
amount of even date herewith, secured by a real estate mortgage (the "MORTGAGE")
on property now known as Dm Management Office and Distribution Facility and
located at 100 Birch Pond Drive, Tilton, Belknap County, New Hampshire (the
"MORTGAGED PROPERTY"), bearing the same date as the Note; and

         WHEREAS, Mortgagee is unwilling to make said Loan unless Indemnitor
agrees to indemnify and hold Mortgagee harmless from and against certain
matters;

         WHEREAS, Indemnitor desires to give such indemnification to Mortgagee
in order to induce Mortgagee to make the Loan; and

         WHEREAS, Indemnitor has full authority and power to execute and deliver
this Indemnification Agreement and to assume liability hereunder;

         NOW, THEREFORE, for the purpose of inducing Mortgagee to make the Loan
to Indemnitor, which Indemnitor acknowledges is good, valuable, and sufficient
consideration:

         1.       INDEMNITIES.

                  (a) Notwithstanding any provisions in the Note or Mortgage or
         any other instrument evidencing, securing, guaranteeing or executed in
         connection with the Loan (collectively the "LOAN DOCUMENTS") limiting
         or negating Indemnitor's personal liability, Indemnitor agrees to
         unconditionally and absolutely indemnify and hold Mortgagee (as defined
         in Section 12 hereof), its officers, directors, policyholders,
         employees, agents and attorneys harmless from and against any loss,
         cost, liability, damage, claim or expense, including reasonable
         attorneys' fees, suffered or incurred by Mortgagee in connection with
         the Mortgaged Property at any time, whether before, during or after
         enforcement of Mortgagee's rights and remedies upon default under the
         Loan Documents, under or on account of, or as a result of (i) any
         Environmental Laws, as that term is defined in Section 13 hereof, (ii)
         any presence (other than "Complying Hazardous Materials, 


<PAGE>


                                                                Loan No. 3212525


         as defined below),release, or threat of release of Hazardous Materials,
         as defined in Section 13 hereof, at, upon, under or within the 
         Mortgaged Property, (iii) the presence of asbestos or 
         asbestos-containing materials, PCB's, radon gas, urea formaldehyde 
         foam insulation or lead (whether in paint, water, soil, or plaster) 
         at the Mortgaged Property, (iv) any breach of the covenants and 
         warranties made in Section 2 hereof or in Paragraph 39 of the 
         Mortgage or in that certain Environmental Certificate, as amended 
         (the "ENVIRONMENTAL CERTIFICATE") executed in connection with 
         Indemnitor's application for the Loan, (v) the falsity of any of the 
         representations made in Section 2 hereof or in Paragraph 39 of the 
         Mortgage or in the Environmental Certificate, whether or not caused 
         by Indemnitor or (vi) the failure of Indemnitor to duly perform the 
         obligations or actions set forth in Section 2 hereof and in 
         Paragraph 39 of the Mortgage, including, without limitation, for all 
         parts of this subsection 1(a), with respect to: (A) the imposition 
         by any governmental authority of any lien upon the Mortgaged 
         Property, (B) clean-up costs, (C) liability for personal injury or 
         property damage or damage to the environment, (D) any diminution in 
         the value of the Mortgaged Property and (E) fines, penalties and 
         punitive damages. The term "COMPLYING HAZARDOUS MATERIALS" shall 
         mean substances generally available and (a) used in the ordinary 
         course of managing and operating the Mortgaged Property for their 
         intended purpose to clean and maintain the Mortgaged Property, or 
         (b) used by tenants at the Mortgaged Property in their ordinary 
         course of business; provided that, in each case, the use, storage 
         and disposal of all such substances shall be conducted in strict 
         compliance with all applicable laws.

                  (b) Indemnitor further agrees that Mortgagee shall not assume
         any liability or obligation for loss, damage, fines, penalties, claims
         or duty to clean up or dispose of wastes or materials on or relating to
         the Mortgaged Property as a result of any conveyance of title to the
         Mortgaged Property to the Mortgagee or otherwise or as a result of any
         inspections or any other actions made or taken by Mortgagee on the
         Mortgaged Property. Indemnitor agrees to remain fully liable and shall
         indemnify and hold harmless Mortgagee from any costs, expenses,
         clean-up costs, waste disposal costs, litigation costs, fines and
         penalties, including without limitation any costs, expenses, penalties
         and fines within the meaning of any Environmental Laws.

                  (c) Indemnitor shall assume the burden and expense of
         defending Mortgagee, with counsel satisfactory to Mortgagee, against
         all legal and administrative proceedings arising out of the occurrences
         set forth in this Indemnification Agreement. Mortgagee shall have the
         right, but not the obligation, to participate in the defense of any
         such proceedings. Indemnitor may compromise or settle any such
         proceedings without the consent of Mortgagee only if the claimant
         agrees as part of the compromise or settlement that Mortgagee shall
         have no responsibility or liability for the payment or discharge of any
         amount agreed upon or obligation to take any other action.

                  (d) Indemnitor shall pay when due any judgments against
         Mortgagee which have been indemnified under this Indemnification
         Agreement and which are rendered by a final order or decree of a court
         of competent jurisdiction from which no further appeal may be taken or
         has been taken within the applicable appeal period. In the event that
         such payment is not made, Mortgagee, in its sole discretion, may pay
         any such judgments, in whole or in part, and look to Indemnitor for




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                                                                Loan No. 3212525


         reimbursement pursuant to this Indemnification Agreement, or may
         proceed to file suit against Indemnitor to compel such payment.

                  (e) It is understood that the presence and/or release of
         substances referred to in section 1(a) hereof does not pertain to a
         presence and/or release which first occurs solely after (A) repayment
         of the Loan in full accordance with the Loan Documents or (B)
         acquisition of title to the Mortgaged Property by Mortgagee upon a
         foreclosure or acceptance of a deed in lieu of foreclosure and
         surrender of possession and occupancy of the Mortgaged Property by
         Indemnitor, its agents, affiliates, employees and independent
         contractors. Indemnitor shall have the burden of proving that the
         conditions in this subsection (e) were satisfied by clear and
         convincing evidence and shall continue to defend with counsel
         satisfactory to Mortgagee and shall indemnify and hold Mortgagee
         harmless for all matters set forth in Section 1(a) hereof, unless and
         until a court of competent jurisdiction finds that Indemnitor has met
         such burden.

         2. INDEMNITOR'S REPRESENTATIONS AND WARRANTIES. Indemnitor hereby
represents and warrants to Mortgagee as follows:

                  (a) Indemnitor is solvent and the execution of this
         Indemnification Agreement does not render Indemnitor insolvent. Any and
         all financial statements, balance sheets, net worth statements and
         other financial data which have heretofore been furnished to Mortgagee
         with respect to Indemnitor fairly and accurately present the financial
         condition of Indemnitor as of the date they were furnished to Mortgagee
         and, since that date, there has been no material adverse change in the
         financial condition of Indemnitor.

                  (b) There are no legal proceedings or material claims or
         demands pending against or, to the best of Indemnitor's knowledge,
         threatened against Indemnitor or any of its assets, except if set forth
         in any EXHIBIT A attached hereto.

                  (c) The execution and delivery of this Indemnification
         Agreement and the assumption of liability hereunder have been in all
         respects authorized and approved by Indemnitor and, if applicable, each
         constituent party or owner of Indemnitor; Indemnitor has full authority
         and power to execute this Indemnification Agreement and to perform its
         obligations hereunder; and this Indemnification Agreement constitutes a
         legal, valid and binding obligation of Indemnitor and is enforceable in
         accordance with its terms, except as may be limited by (i) bankruptcy,
         insolvency, or other similar laws affecting the rights of creditors
         generally, and (ii) general principles of equity.

                  (d) Neither the execution nor the delivery of this
         Indemnification Agreement nor the fulfillment and compliance with the
         provisions hereof will conflict with or result in a breach of or
         constitute a default under or result in the creation of any lien,
         charge or encumbrance upon any property or assets of Indemnitor under
         any agreement or instrument to which Indemnitor is now a party or by
         which it may be bound.



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                                                                Loan No. 3212525


                  (e)       (i) Indemnitor has performed reasonable 
                  investigations, studies and tests as to any possible 
                  environmental contamination, liabilities or problems with
                  respect to the Mortgaged Property and such investigations, 
                  studies and tests have disclosed no Hazardous Materials or 
                  possible violations of any Environmental Laws.             


                           (ii) To the best of Indemnitor's knowledge, there
                  have been no releases of Hazardous Materials either at, upon,
                  under or within the Mortgaged Property and no Hazardous
                  Materials have migrated to the Mortgaged Property. No
                  Hazardous Materials are located, stored or used on (other than
                  Complying Hazardous Materials) or have been processed or
                  disposed of on or released or discharged from (including
                  ground water contamination) the Mortgaged Property, and no
                  above or underground storage tanks exist on the Property.

                           (iii) Indemnitor shall not allow any Hazardous
                  Materials to exist or be stored, located, discharged,
                  released, possessed, managed, processed or otherwise handled
                  on the Mortgaged Property(except materials which (a) are
                  ordinarily and customarily used in the regular operation of
                  the Mortgaged Property as an office, warehouse, distribution
                  and industrial building by the Mortgagor or any current tenant
                  or any future tenant, which tenant and its lease have been
                  approved by the Mortgagee, and (b) are used, stored, disposed
                  of and handled in compliance with and in quantities permitted
                  by all applicable Environmental Laws), and shall strictly
                  comply with all Environmental Laws affecting the Mortgaged
                  Property, including those laws regarding the generation,
                  storage, disposal, release and discharge of Hazardous
                  Materials. Without limiting the generality of the foregoing,
                  Indemnitor has not been, is not and will not become involved
                  in operations at the Mortgaged Property which could lead to
                  imposition on Indemnitor of liability under any Environmental
                  Law. Indemnitor expressly warrants, represents and covenants
                  that Indemnitor shall strictly comply with all requirements of
                  applicable Environmental Laws and shall immediately notify
                  Mortgagee of any releases of Hazardous Materials at, upon,
                  under or within the Mortgaged Property.

                           (iv) Neither Indemnitor, the Mortgaged Property or
                  any affiliate of Indemnitor (A) has received notice of or is
                  subject to any private or governmental lien or judicial or
                  administrative notice, order or action relating to Hazardous
                  Materials or environmental problems, impairments or
                  liabilities with respect to the Mortgaged Property or such
                  other property or (B) is in or, with any applicable notice or
                  lapse of time or failure to take certain curative or remedial
                  actions, will be in either direct or indirect violation of any
                  Environmental Laws.

                           (v) Indemnitor shall strictly comply with the
                  requirements of all Environmental Laws affecting the Mortgaged
                  Property.

                           (vi) Indemnitor hereby warrants and represents that,
                  except as set forth on Exhibit B attached hereto and made a
                  part hereof, all of the answers on the Environmental



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                                                                Loan No. 3212525


                  Certificate are true and complete as of the date hereof.
                  Indemnitor shall immediately notify Mortgagee in writing
                  should Indemnitor become aware that any of the answers on the
                  Environmental Certificate either (A) was not true at the time
                  the Environmental Certificate was executed or (B) becomes
                  untrue during the term of the Loan.

         3. WAIVERS. Indemnitor hereby waives the following: (a) notice of
Mortgagee's acceptance of this Indemnification Agreement; (b) notice of
Indemnitor's grant to Mortgagee of a security interest lien or encumbrance in
any of Indemnitor's assets; (c) Mortgagee's release, waiver, modification or
amendment of any Loan Document or any security interest, lien or encumbrance in
any other party's assets given to Mortgagee to secure any Loan Document; (d)
presentment, demand, notice of default, non-payment, partial payment and protest
and all other notices or formalities to which Indemnitor may be entitled; (e)
extensions of time of payment of the Note granted to Indemnitor or any other
forbearances in Mortgagee's enforcement of the Loan Documents; (f) acceptance
from Indemnitor (or any other party) of any partial payment or payments of the
Note or any collateral securing the payment thereof or the settlement,
subordination, discharge or release of the Note; (g) notice of any of the
matters set forth in parts (c) through (f) of this Section 3; (h) all suretyship
defenses of every kind and nature; and (i) the defense of the statute of
limitations in any action brought to enforce this Indemnification Agreement.
Indemnitor agrees that Mortgagee may have done, or at any time may do, any or
all of the foregoing actions in such manner, upon such terms and at such times
as Mortgagee, in its sole discretion, deems advisable, without in any way
impairing, affecting, reducing or releasing Indemnitor from Indemnitor's
obligations under this Indemnification Agreement and Indemnitor hereby consents
to each of the foregoing actions.

         4.       ENFORCEMENT.

                  (a) Indemnitor agrees that this Indemnification Agreement may
         be enforced by Mortgagee without first resorting to or exhausting any
         other security or collateral or without first having recourse to the
         Note or any of the property covered by the Mortgage through foreclosure
         proceedings or otherwise; provided, however, that nothing herein
         contained shall prevent Mortgagee from suing on the Note or foreclosing
         the Mortgage or from exercising any other rights thereunder.

                  (b) Indemnitor agrees that the indemnifications set forth
         herein are separate, independent of and in addition to Birch Pond
         Realty Corporation's undertakings under the Note. Indemnitor agrees
         that a separate action may be brought to enforce the provisions of this
         Indemnification Agreement which shall in no way be deemed to be an
         action on the Note, whether or not Mortgagee would be entitled to a
         deficiency judgment following a judicial foreclosure or sale under the
         Mortgage.

                  (c) This Indemnification Agreement shall be enforced and
         construed in accordance with the laws of the state in which the
         Mortgaged Property is located. Indemnitor hereby submits to personal
         jurisdiction in said state for the enforcement of this Indemnification
         Agreement and hereby waives any claim or right under the laws of any
         other state or of the United States to object to such jurisdiction. If
         such litigation is commenced, Indemnitor agrees that service of process
         may



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                                                                Loan No. 3212525


         be made by serving a copy of the summons and complaint upon Indemnitor,
         through any lawful means, including upon its registered agent within
         said state, whom Indemnitor hereby appoints as its agent for these
         purposes. Nothing contained herein shall prevent Mortgagee's bringing
         any action or exercising any rights against Indemnitor personally or
         against any property of Indemnitor within any other county, state, or
         country. The means of obtaining personal jurisdiction and perfecting
         service of process set forth above are not intended to be exclusive but
         are in addition to all other means of obtaining personal jurisdiction
         and perfecting service of process now or hereafter provided by
         applicable law.

         5. DURATION. Indemnitor agrees that this Indemnification Agreement
shall survive a foreclosure or the taking of a deed in lieu of foreclosure, the
discharge of Indemnitor's obligations under any of the Loan Documents, or any
transfer of the Mortgaged Property.

         6. NOTICE BY INDEMNITOR. Indemnitor shall promptly after obtaining
knowledge thereof advise Mortgagee in writing of (a) any governmental or
regulatory actions instituted or threatened in writing under any Environmental
Law affecting the Mortgaged Property or the matters indemnified hereunder,
including without limitation any notice of inspection, abatement or
non-compliance; (b) all claims made or threatened in writing by any third party
against Indemnitor or the Mortgaged Property relating to damage, contribution,
cost recovery, compensation, loss or injury resulting from the presence,
release, threat of release or discharge on or from the Mortgaged Property of any
Hazardous Materials; and (c) Indemnitor's discovery of the presence of Hazardous
Materials on the Mortgaged Property or on any real property adjoining or in the
vicinity of the Mortgaged Property, or of any occurrence or condition on any
such property which could subject Indemnitor or the Mortgaged Property to a
claim under any Environmental Law or to any restrictions on ownership,
occupancy, transferability or use of the Mortgaged Property under any
Environmental Law. Indemnitor shall deliver to Mortgagee any documentation or
records as Mortgagee may request and which are susceptible of being obtained by
Indemnitor without undue cost or expense and without the necessity for
initiating legal proceedings to obtain the same in connection with all such
actions, claims, discoveries, notices, inquiries and communications and shall
advise Mortgagee of any subsequent developments regarding the same.

         7. PAYMENT OF MORTGAGEE'S EXPENSES. If Mortgagee retains counsel for
advice or other representation to enforce Indemnitor's obligations hereunder,
the attorneys' fees arising from such services and all related expenses and
court costs shall be paid by Indemnitor upon demand of Mortgagee. If Mortgagee
retains counsel for advice or other representation for any other matter arising
hereunder, including, without limitation, any litigation, contest, dispute,
suit, or proceeding (whether instituted by Mortgagee, Indemnitor, or any other
party) relating to any of the occurrences for which indemnification is given in
this Indemnification Agreement or otherwise relating in any way to this
Indemnification Agreement and the indemnities described herein, the reasonable
attorney's fees arising from such services and all related reasonable expenses
and court costs shall be paid by Indemnitor upon demand of Mortgagee.



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                                                                Loan No. 3212525

         8. NO WAIVER.

                  (a) Indemnitor's obligations hereunder shall in no way be
         impaired, reduced or released by reason of (i) Mortgagee's omission or
         delay to exercise any right described herein or (ii) any act or
         omission of Mortgagee in connection with any notice, demand, warning or
         claim regarding violations of codes, laws or ordinances governing the
         Mortgaged Property.

                  (b) Nothing contained herein shall constitute or be construed
         as a waiver of any statutory or judicial federal, state or local law
         which may provide rights or remedies to Mortgagee against Indemnitor or
         others in connection with any claim relating to the Mortgaged Property
         and pertaining to the presence and/or release, threatened release,
         storage, disposal, generating or removal of any Hazardous Materials or
         to the failure to comply with any Environmental Laws now or hereafter
         enacted.

         9. NOTICE. All notices hereunder shall be given at the following
address. If to Indemnitor, to Birch Pond Realty Corporation, 100 Birch Pond
Drive, Tilton, New Hampshire 03289 and to DM Management Company, 25 Recreation
Park Drive, Hingham, Massachusetts 02043, Attention: Olga Conley; if to
Mortgagee, John Hancock Real Estate Finance, Inc., 200 Clarendon Street, T-53,
Boston, Massachusetts 02116, Re: Loan No. 3212525. Either party may change their
address for notice purposes upon giving fifteen (15) days prior notice thereof
in accordance with this section. All notices given hereunder shall be in writing
and shall be considered properly given if delivered either personally to such
other party, or sent by nationally recognized overnight courier delivery service
or by certified mail of the United States Postal Service, postage prepaid return
receipt requested, addressed to the other party as set forth above (or to such
other address or person as either party entitled to notice may by notice to the
other party specify). Unless otherwise specified, notices shall be deemed given
as follows: (i) if delivered personally, when delivered, (ii) if delivered by
nationally recognized overnight courier delivery service, on the day following
the day such material is sent or (iii) if delivered by certified mail, on the
third day after the same is deposited in the United States Postal Service as
provided above.

         10. AMENDMENT AND WAIVER. This Indemnification Agreement may be amended
and observance of any term of this Indemnification Agreement may be waived only
with the written consent of Mortgagee.

         11. SEVERABILITY. All provisions contained in this Indemnification
Agreement are severable, and the invalidity or unenforceability of any provision
shall not affect or impair the validity or enforceability of the remaining
provisions of this Indemnification Agreement.

         12. SUCCESSORS AND ASSIGNS. This Indemnification Agreement shall inure
to the benefit of and may be enforced by, and the term "Mortgagee" as used in
this Agreement shall include, John Hancock Real Estate Finance, Inc. and its
successors and assigns, including (a) any subsequent holder of the Note and
Mortgage, and (b) any person or entity that acquires the Mortgaged Property at a
foreclosure sale or by deed in lieu of foreclosure and the immediate grantee of
such person or entity. This Agreement shall be



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                                                                Loan No. 3212525


binding upon and enforceable against Indemnitor and its legal representatives or
successors. This Agreement may not be assigned or transferred by Indemnitor, in
whole or in part.

         13. DEFINITIONS. "HAZARDOUS MATERIALS" shall mean and include, but
shall not be limited to, any petroleum product and all hazardous or toxic
substances, wastes or substances, any substances which because of their
quantitative concentration, chemical, radioactive, flammable, explosive,
infectious or other characteristics, constitute or may reasonably be expected to
constitute or contribute to a danger or hazard to public health, safety or
welfare or to the environment, including, without limitation, any asbestos
(whether or not friable) and any asbestos-containing materials, waste oils,
solvents and chlorinated oils, polychlorinated biphenyls (PCBs), toxic metals,
etchants, pickling and plating wastes, explosives, reactive metals and
compounds, pesticides, herbicides, radon gas, urea formaldehyde foam insulation
and chemical, biological and radioactive wastes, or any other similar materials
or any hazardous or toxic wastes or substances which are included under or
regulated by any federal, state or local law, rule or regulation (whether now
existing or hereafter enacted or promulgated, as they may be amended from time
to time) pertaining to environmental regulations, contamination, clean-up or
disclosures and any judicial or administrative interpretation thereof, including
any judicial or administrative orders or judgments, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, 42 U.S.C. section 9601 ET SEQ. ("CERCLA"); The Federal Resource
Conservation and Recovery Act, 42 U.S.C. section 6901 ET SEQ. ("RCRA");
Superfund Amendments and Reauthorization Act of 1986, Public Law No. 99-499
("SARA"); Toxic Substances Control Act, 15 U.S.C. section 2601 ET SEQ. ("TSCA");
the Hazardous Materials Transportation Act, 49 U.S.C. section 1801 ET SEQ.; and
any other state superlien or environmental clean-up or disclosure statutes (all
such laws, rules and regulations being referred to collectively as
"ENVIRONMENTAL LAWS").

         14. JOINT AND SEVERAL LIABILITY. If more than one person is included in
the definition of Indemnitor, the liability of all such persons hereunder shall
be joint and several.

         15.      SPECIAL STATE PROVISIONS.

                  (a) In the event of any inconsistencies between the other
         paragraphs of this Indemnification Agreement and this Paragraph 15, the
         terms and conditions of this Paragraph 15 shall control and be binding.

                  (b) ENVIRONMENTAL LAWS. The term "Environmental Laws" shall be
         deemed to include, without limitation, the following statutes: New
         Hampshire RSA 125-A, 125-C, 125-I, 146-A, 146-C, 147-A, 147-B, 149-I
         and 149-M, as they may be amended.


    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE(S) FOLLOW(S)]



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<PAGE>


         IN WITNESS WHEREOF, Indemnitor has executed this instrument under seal
the day and year first above written.

                                BIRCH POND REALTY CORPORATION
                                (doing business in the State of New Hampshire
                                as BPRC)



                                By: /s/ Olga L. Conley
                                   --------------------------------------------
                                Name: OLGA L. CONLEY
                                Its:  TREASURER




                                DM MANAGEMENT COMPANY



                                By: /s/ Olga L. Conley
                                   --------------------------------------------
                                Name: OLGA L. CONLEY
                                Its:  CHIEF FINANCIAL OFFICER


                                        9
<PAGE>


                                    EXHIBIT A

                                  LEGAL CLAIMS

From time to time DM Management Company (the "Company") receives claims
asserting infringement by the Company of trademark and other intellectual
property rights. These claims are normally resolved without formal legal
proceedings and without payment by the Company of significant amounts of money.
The following is a summary of a recently received claim:

         The Company received a letter from Williams-Sonoma, Inc. dated December
         2, 1998 alleging certain infringement by the Company of
         Williams-Sonoma's intellectual property rights in its Pottery Barn
         catalogs and certain unethical use by the Company of Williams-Sonoma's
         mailing lists. The Company believes that these claims are without
         merit, and the Company's attorneys have responded on the Company's
         behalf through a letter to Williams-Sonoma's attorneys dated December
         22, 1998. To date the Company and its attorneys have not heard anything
         further from Williams-Sonoma or its attorneys.










                                       10
<PAGE>


                                    EXHIBIT B

                         WARRANTIES AND REPRESENTATIONS

The Environmental Questionnaire and Certificate originally submitted to
Mortgagee by DM Management Company failed to state that Complying Hazardous
Materials are located on the Mortgaged Property.
















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