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                                                                   EXHIBIT 10.17


                                 SECOND MORTGAGE


When Recorded Mail to:                    X
                                          X
Gordon G. Repp                            X
Outboard Marine Corporation               X
100 Sea-Horse Drive                       X
Waukegan, IL 60085                        X
                                          X  Space Above for Recorder's Use


Made as of the 4th day of December, 1998 between Robert B. Gowens, Jr. and Donna
G. Gowens, husband and wife, with an address of 55 Trowbridge Circle, Lake
Bluff, IL 60044 (hereinafter referred to as "Mortgagor"), and Outboard Marine
Corporation, a Delaware corporation with an office at 100 Sea-Horse Drive,
Waukegan, Illinois 60085 (hereinafter referred to as the "Mortgagee").

                               W I T N E S S E T H

      WHEREAS, Mortgagor is justly indebted to the Mortgagee for money borrowed,
as evidenced by a certain Promissory Note (hereinafter called the "Note") of
even date herewith, the terms, covenants, and conditions of which are
specifically incorporated herein by reference, duly executed and delivered by
Mortgagor, payable to the order of Mortgagee at its office aforesaid, or at such
other place as may be designated in writing by the holder of said Note, in the
principal sum of One Hundred Thousand and no/100 ($100,000.00) dollars advanced
by the Mortgagee to the Mortgagor, with interest thereon from the date thereof
at the rate set forth therein, such principal and interest being payable at the
times and in the manner as therein more particularly set forth.

      NOW, THEREFORE, in consideration of the principal advances made by the
Mortgagee to the Mortgagor and other valuable consideration, and for the purpose
of securing the prompt repayment by Mortgagor of said indebtedness and all other
sums payable hereunder and under said Note (including, without limitation, costs
of collection and reasonable attorney's fees) and also for the purpose of
securing the performance of and compliance with all of the terms, covenants,
conditions, and warranties herein contained and contained in the Note, the
Mortgagor does hereby bargain, sell, give, grant, convey and Mortgage unto the
Mortgagee, its successors and assigns all the property lying and being in the
town of Lake Bluff, COUNTY OF Lake, STATE OF Illinois as more fully described in
Exhibit A attached hereto and made a part
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hereof, TOGETHER WITH all interest which Mortgagor now has or may hereafter
acquire in or to said property and in and to:

      (a)   all easements and rights of way appurtenant thereto;

      (b)   all buildings, structures, improvements, fixtures, appliances,
            equipment, and other articles of real property of every kind and
            nature, whether or not physically attached or affixed to said
            property and now or hereafter installed or placed thereon, and used
            in connection with any future operation thereof (including, but not
            limited to, all apparatus and equipment used to provide or supply
            air-cooling, air-conditioning, heat, gas, water, light, power,
            laundry, garbage disposal; and fire prevention and extinguishing
            equipment, elevators, antennas) it being intended and agreed that
            such items be conclusively deemed to be affixed to and to be part of
            the property that is mortgaged hereby;

      (c)   all water and water rights (whether or not appurtenant) and shares
            of stock pertaining to such water or water rights, ownership of
            which affects said property;

      (d)   all shrubs, trees, crops, and plants;

      (e)   all adjacent lands included in enclosure or occupied by buildings
            located partly on the above described property; and

      (f)   all claims, demands or causes of actions of every kind (including
            proceeds of settlements of any such claim, demand, or cause of
            action of any kind) which Mortgagor now has or may hereafter acquire
            arising out of acquisition or ownership of the property, including
            any award of damages or compensation for injury to or in connection
            with any condemnation for public use of the property to any part
            thereof (whether or not eminent domain proceedings have been
            instituted); however, Mortgagee shall have no duty to prosecute any
            such claim, demand or cause of action;

ALSO TOGETHER WITH all rents, issues, profits, royalties, tools, earnings, and
incomes therefrom and installments of money payable pursuant to any agreement
for sale of said property or any party thereof.

      (For the purpose of this instrument, including all provisions incorporated
by reference herein, all of the foregoing described property, property rights,
and interest shall be referred to as the "Property" or the "Premises").


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      TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and
assigns forever, subject as aforesaid.

      AND MORTGAGOR represents, warrants, and covenants that it is the lawful
owner of the Property free from all encumbrances and liens, whatsoever, except
those items as set forth herein.

TO PROTECT THE SECURITY OF THIS MORTGAGE, MORTGAGOR AGREES AS FOLLOWS:

      1. REPAIR AND MAINTENANCE OF PROPERTY. Mortgagor shall keep the Property
in good condition and repair; not to substantially alter, remove, or demolish
any buildings thereon; to restore promptly and in good workmanlike manner any
buildings or other improvements which may be damaged or destroyed, to pay when
due all claims for labor performed and materials furnished in connection with
the Property and not to permit any mechanics lien against the Property; to
comply with all laws affecting the Property or requiring any alterations or
improvements to be made thereon; not to commit or permit waste thereon; not to
commit, suffer, or permit any act upon the Property in violation of law; and to
do all other acts that from the character or use of such property may be
reasonably necessary to keep the Property in the same condition (reasonable wear
and tear excepted) as at the date of this Mortgage; to perform and keep each of
the covenants and agreements required to be kept and performed by Mortgagor
pursuant to the terms of the Lease and any and all other instruments creating
Mortgagor's interest in or defining Mortgagor's rights in respect to the
Property.

      2. INSURANCE. Mortgagor shall provide and maintain in force, at all times,
fire, casualty, mortgage, and other types of insurance with respect to the
Property or loan as may reasonably be required by Mortgagee. Each policy of such
insurance shall be in an amount, for a term and in form and content by such
companies, as may be satisfactory to Mortgagee, with loss payable to Mortgagee,
and shall, if required by Mortgagee, be delivered to and remain in possession of
Mortgagee as further security for the faithful performance of this Mortgage.
Until advised to the contrary by the Mortgagee, such insurance shall include
insurance against loss or damage to the buildings and improvements on the
Property by fire and any risks covered by insurance of the type known as "fire
and extended coverage," in an amount not less than the original amount of the
Note or the full replacement cost of the buildings and improvements, whichever
is greater.

      Mortgagor shall furnish Mortgagee with written evidence showing payment of
all premiums therefor. At least 30 days prior to the expiration of any insurance
policy, a policy renewing or extending such expiring insurance shall be
delivered to Mortgagee with written evidence showing payment of the premium
therefor, and in the event any such premium is not so delivered to Mortgagee, if
required, Mortgagor by executing this Mortgage specifically


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requests Mortgagee to obtain such insurance. Mortgagee, but without obligation
so to do, without notice to or demand upon Mortgagor and without releasing
Mortgagor from any obligation hereof, may obtain such insurance through or from
any insurance agency or company acceptable to it, and pay the premium therefor.
Mortgagee shall not be chargeable with obtaining or maintaining such insurance
or for the collection of any insurance monies or for any insolvency of any
insurer or insurance underwriter. Mortgagee, from time to time may furnish to
any insurance agency or company, or any other person, any information contained
in or extracted from any insurance policy theretofore delivered to Mortgagee
pursuant hereto, and any information concerning the loan secured hereby.

      Mortgagor hereby assigns to Mortgagee all unearned premiums on any such
policy, and agrees that any and all unexpired insurance shall inure to the
benefit of, and pass to, the purchaser of the Property conveyed at any sale held
hereunder.

      3. CASUALTY OR CONDEMNATION.

      (a) In the event of any casualty to the Property or any part thereof or
should the Property or any part thereof or interest thereon be taken or damaged
by reason of any public improvement or condemnation proceeding, or in any other
manner, or should Mortgagor receive any notice or other information regarding
such proceeding, Mortgagor shall give prompt written notice thereof to the
Mortgagee.

      (b) In the event of any damage or destruction to all or any part of the
improvements, Mortgagee shall have the option, in its sole discretion, of
applying all or part of the insurance proceeds (i) to any indebtedness secured
hereby and in such order as Mortgagee may determine, or (ii) to the restoration
of the improvements, or (iii) a payment to the Mortgagor.

      (c) In the event of such loss or damage, all proceeds or insurance shall
be payable to Mortgagee and Mortgagor hereby authorizes and directs any affected
insurance company to make payment of such proceeds directly to Mortgagee.
Mortgagee is hereby authorized and empowered by Mortgagor to settle, adjust, or
compromise any claims for loss, damage, or destruction under any policy or
policies of insurance.

      (d) Except to the extent that insurance proceeds are received by Mortgagee
and applied to the indebtedness secured hereby, nothing herein contained shall
be deemed to excuse Mortgagor from repairing or maintaining the Property as
provided herein or restoring all damage or destruction to the Property,
regardless of whether or not there are insurance proceeds available or whether
any such proceeds are sufficient in amount, and the application or release by
Mortgagee or any insurance proceeds shall not cure or waive any default or
notice of default under this Mortgage or invalidate any act done pursuant to
such notice.


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      (e) In the event of a condemnation or other taking, Mortgagee shall be
entitled to all compensation, awards, and other payments or relief, up to the
amount of its debt and accrued interest thereon, and shall be entitled at its
option to commence, appear in, and prosecute in its own name any compromise or
settlement in connection with such taking or damage. All such compensation,
awards, damages, rights or action, and proceeds awarded to Mortgagor ,up to the
amount of its debt and accrued interest thereon, (the "Proceeds") are hereby
assigned to the Mortgagee and the Mortgagor agrees to execute such further
assignments of the Proceeds as Mortgagee may require.

      (f) In the event any portion of the Property is so taken or damaged,
Mortgagee shall have the option to apply all such Proceeds, after deducting
therefrom all costs and expenses (regardless of the particular nature thereof
and whether incurred with or without suit), including attorneys' fees, incurred
by Mortgagee in connection with such Proceeds, upon any indebtedness secured
hereby and in such order as Mortgagee may determine, or to apply all such
Proceeds, after such deductions, to the restoration of the Property upon such
conditions Mortgagee may determine. Such application or release shall not cure
or waive any default or notice of default hereunder or invalidate any act done
pursuant to such notice.

      4. TAXES, LIENS, AND OTHER SUMS DUE. To pay, satisfy and discharge: (a)
all general and special taxes on the Property, and all assessments affecting the
Property, at least 10 days before delinquency, (b) all special assessments for
public improvements on the Property, when due, without permitting any
improvement bond to issue for any special assessment, (c) on demand of
Mortgagee, but in no event later than the date such amounts become due, (1) all
encumbrances, charges and liens (including without limitation, income tax liens
or liens of a similar character, to be impressed or levied by the United States
Government, or the State, Municipality, or county, where the Property is located
or an agency of any of them), with interest, on such Property, or any part
thereof, which are, or appear to Mortgagee to be, prior to or superior hereto,
(2) Mortgagee's fees, charges, and expenses for any other statement,
information, or services furnished by Mortgagee in connection with the
obligations secured hereby (said service may include, but not limited to, the
processing by Mortgagee of assumptions, substitutions, changes of owners,
recordation of map, plat, or record of survey, grants of easements, and full and
partial reconveyances, and the obtaining by Mortgagee of any policies of
insurance pursuant to any of the provisions contained in this Mortgage), (3) if
the Property includes a leasehold estate, all payments and obligations required
of the Mortgagor or his successor in interest under the terms of the instrument
or instruments creating such leasehold, (4) all payments and monetary
obligations required of the owner of such Property under any easement pertaining
to the Property or any modification thereof, and (5) any sums advanced or paid
by Mortgagee under any clause or provision of this Mortgage.

      Should Mortgagor fail to make any such payment, Mortgagee, without
contesting the validity or amount, may elect to make or advance such payment
together with any costs,


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expenses, fees, or charges relating thereto, including employing counsel and
paying his reasonable fees. Any such sum, until so repaid, shall be secured
hereby and bear interest from the date it was advanced or paid at 18% per annum
and shall be secured by this Mortgage. Mortgagor agrees to notify Mortgagee
immediately upon receipt by Mortgagor of notice of an increase in the assessed
value of the Property and agrees that Mortgagee, in the name of Mortgagor, may
contest by appropriate proceedings such increase in assessment. Mortgagor agrees
to notify Mortgagee and appropriate taxing authorities immediately upon the
happening of any event which does or may affect the value of the Property, the
amount or basis of assessment of the Property, or the availability of any
exemption to which Mortgagor is or may be entitled.

      5. CLAIMS, DEMANDS AND ACTIONS. (a) To defend any action or proceeding
purporting to affect the Property or the condition and integrity of any
improvements constructed thereon or purporting to affect the security hereof
(whether or not it actually affects the security hereof), or purporting to
affect the rights or powers of Mortgagee, and (b) to file and prosecute all
necessary claims and actions to prevent or recover for any damage to or
destruction of the Property, and enforce against others each and every
obligation to be performed by them under any easement pertaining to the
Property.

      Mortgagee is hereby authorized without obligation so to do, to commence,
appear in, or defend any action or proceeding, whether or not brought by or
against Mortgagor, and with or without action or suit, to exercise or enforce
any other right, remedy, or power available or conferred hereunder, whether or
not judgment be entered in any action or proceeding. Mortgagee may appear or
intervene in any action or proceeding, and retain counsel therein, and take such
action therein, as may be advised, and may settle, compromise, or pay the same
or any other claims and, in that behalf and for any of said purposes, may expend
and advance such sums of money as either may deem necessary. If any action or
proceeding be commenced (including an action in connection with the sale of the
Property or to collect the debt secured hereby) to which action or proceeding
the Mortgagee is made a party, or which it becomes necessary to defend or uphold
the lien or the Mortgage, all sums paid or incurred by the Mortgagee (including
reasonable counsel fees and all applicable statutory costs, allowances and
disbursements), shall be paid by Mortgagor on demand, together with interest
thereon at the rate of 18% per annum and any such sum and the interest thereon
shall be a lien on the Property prior to any right, or title to, interest in, or
claim upon the Property attaching or accruing subsequent to the lien of this
Mortgage, and if the Mortgagor shall fail to comply with or perform any warranty
or covenant herein, the Mortgagee, at its option, may comply with or perform the
same, and the cost thereof, together with interest thereon at the rate of 18%
per annum, shall be secured by this Mortgage and shall be paid by the Mortgagor
to the Mortgagee. If Mortgagee employs an attorney to collect any or all of the
unpaid indebtedness hereof or to enforce any other provision hereof or in
connection with the sale of the Property, Mortgagee, in addition to all other
costs and fees allowed according to law, shall be reimbursed by Mortgagor


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immediately for all reasonable costs and attorneys' fees incurred by the
Mortgagee and the same shall be secured by this Mortgage.

      6. LEASES. Mortgagor will not, without the consent of Mortgagee, consent
to the cancellation or surrender of, or accept prepayment of rents other than
rent paid at the signing of, any lease now or hereinafter covering the Property
or any part thereof, nor modify any such lease so as to shorten the term,
decrease the rent, accelerate the payment of rent, or change the terms of any
renewal option; and any such purported assignment, cancellation, surrender,
prepayment, or modification made without the written consent of the Mortgagee
shall be void as against the Mortgagee and with respect to this Mortgage.

      The Mortgagor covenants to keep, observe, and perform all of the covenants
on its part to be kept, observed, and performed and to require the tenants to
keep, observe, and perform all of the covenants on the part of said tenants to
be kept, observed, and performed under any Leases; and in default thereof the
Mortgagee shall have the right to perform or to require performance of such
Lease covenants, to add any expense incurred in connection therewith to the debt
secured hereby, which such expense shall bear interest from the date of payment
at the rate of 18% per annum and shall be recoverable as part of the debt
secured hereby and shall be immediately due and payable. Mortgagor agrees to
furnish to Mortgagee a copy of any modification of any Lease presently in effect
and copies of all future leases affecting the Property, and failure to furnish
to Mortgagee a copy of any future lease affecting the Property shall be deemed a
default under this Mortgage for which the Mortgagee may, at its option, declare
the entire unpaid balance of the note secured hereby, to be immediately due and
payable.

      In the event that tenant under the Lease shall elect to terminate the
Lease, the proceeds of any termination payment shall be applied first to satisfy
the indebtedness secured by each mortgage to which this Mortgage is subordinate,
then this Mortgage shall be satisfied and any remaining balance shall be paid to
the Mortgagor.

      7. INSPECTION AND BUSINESS RECORDS. Mortgagee at any time during the
continuation of this Mortgage may enter and inspect the Property at any
reasonable time and if the Property is now or hereafter used for commercial or
residential income purposes, Mortgagor will promptly deliver to Mortgagee such
financial statements, gross income statements, and profit and loss statements of
such types and at such intervals as may be required by Mortgagee which will be
certified and prepared according to the usual and acceptable accounting
principles and practices, which statements shall cover the financial operations
relating to the Property, and Mortgagor further agrees when requested by
Mortgagee to promptly deliver in writing such further additional information as
required by Mortgagee relating to any such financial statements. The provisions
of this paragraph 7 shall be subject to the rights of the lessee under the
Lease.


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      8. RIGHT TO COLLECT AND RECEIVE RENTS AND PROFITS. Upon default by
Mortgagor in payment of any indebtedness secured hereby or in the performance of
any agreement hereunder, Mortgagee may any time without notice, either in
person, by agent, or by receiver to be appointed by the court, and without
regard to the adequacy of any security for the indebtedness hereby secured,
enter upon the take possession of the Property or any part thereof, make,
cancel, enforce, or modify leases, obtain and eject tenants, set or modify rents
in its own name, sue for or otherwise collect the rents, income, issues, and
profits thereof, including those past due and unpaid, and apply the same, less
costs and expenses of operation and collection, including reasonable attorney's
fees, upon any indebtedness secured hereby and in such order as Mortgagee may
determine, and except for such application, Mortgagee shall not be liable to any
person for the collection or non-collection of any rents, income, issues, or
profits, nor with failure to assert or enforce any of the foregoing rights. The
entering upon and taking possession of such property, the collection of such
rents, income, issues, or profits, the doing of other acts herein authorized,
and the application thereof as aforesaid shall not cure or waive any default or
notice of default hereunder or invalidate any act done pursuant to such notice.
The provisions of this paragraph 8 shall be subject to the rights of the lessee
under the Lease.

      9. EVENTS OF DEFAULT. It shall be an Event of Default if Mortgagor or any
subsequent owner of the Property: fails to make any payment of interest or
principal or any other sum of money within five (5) days of its due date; or if
Mortgagor or any subsequent owner of the property takes any action prohibited by
this Mortgage, or fails to perform any obligation secured or required by this
Mortgage within thirty (30) days after Mortgagee shall have given written notice
to Mortgagor of such default, except that if the default is such that it is not
susceptible of being cured with due diligence within the thirty (30) day period
and Mortgagor shall have commenced to cure within such period and shall
diligently and continuously prosecute the cure to completion, then the cure
period shall be extended for a reasonable period of time to allow completion of
the cure but in no event longer than ninety (90) days from the date of the
original notice; or files a voluntary petition in bankruptcy or shall be
adjudicated a bankrupt or insolvent, or shall file any petition or answer
seeking or acquiescing in any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief; or shall seek or
consent to the appointment of any trustee, receiver, or liquidator of all or any
part of the Property, or of any or all of the revenues, rents, issues, or
profits thereof or shall make any general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as
they become due; or has entered against it an order, judgment, or decree
approving a petition filed against it seeking any reorganization, dissolution,
or similar relief under any statute, law, or regulation relating to relief for
debtors, which shall remain in effect for 60 days; or has entered against it a
writ of execution or attachment or any similar process against all or any part
of or interest in the Property, or any judgment involving monetary damages shall
be entered against it which shall become a lien on


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the Property or any portion thereof or interest therein which remains in effect
for 60 days after its entry or levy.

      10. REMEDIES UPON DEFAULT.

            A. If an Event of Default shall occur, Mortgagee may declare all
indebtedness secured hereby to be immediately due and payable and the same shall
thereupon become due and payable without any presentment, demand, protest or
notice of any kind. Thereafter Mortgagee may:

            (i)   Either in person or by agent, with or without bringing any
                  action or proceeding, enter upon and take possession of the
                  Property, or any part thereof, in its own name, and do any
                  acts which it deems necessary or desirable to preserve the
                  value, marketability, or rentability of the Property, or any
                  part thereof or interest therein, increase the income
                  therefrom with or without taking possession of the Property,
                  sue for or otherwise collect the rents, issues and profits
                  thereof, including those past due and unpaid. The entering
                  upon and taking possession of the Property shall not cure or
                  waive any default or notice of default hereunder or invalidate
                  any act done in response to such default and Mortgagee shall
                  be entitled to exercise every right provided for in the
                  Mortgage or by law upon occurrence of any Event of Default,
                  including the right to exercise any available power of sale;

            (ii)  Commence an action to foreclose this Mortgage, appoint a
                  receiver, or specifically enforce any of the covenants hereof;

            (iii) Exercise any or all of the remedies available to a secured
                  party under the applicable Uniform Commercial Code.

            (iv)  Sell the Property at public auction for cash, after having
                  first given such notice of hearing as to commencement of
                  foreclosure proceedings and obtained such findings or leave of
                  court as may then be required by law and relating to
                  foreclosure proceedings under power of sale to convey title to
                  the purchase in as full and simple a manner as is permitted by
                  law.

            B. When the indebtedness hereby secured, or any part thereof, shall
become due, whether by acceleration or otherwise, Mortgagee shall have the right
to foreclose the lien hereof for such indebtedness or part thereof. In any suit
to foreclose the lien hereof or enforce any other remedy of Mortgagee under this
Mortgage or the Note, there shall be allowed and


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included as additional indebtedness in the decree for sale or other judgment or
decree all expenditures and expenses which may be paid or incurred by or on
behalf of Mortgagee including but not limited to attorneys' fees. All
expenditures and expenses as may be incurred in the protection of the Property
and the maintenance of the lien of this Mortgage, including the fees of any
attorney employed by Mortgagee in any litigation or proceeding affecting this
Mortgage, or the Note shall be immediately due and payable by Mortgagor, with
interest thereon at 18% per annum and shall be secured by this Mortgage.

            C. No remedy herein provided shall be exclusive of any other remedy
herein, or now or hereafter existing by law, but shall be cumulative. Every
power or remedy hereby given to Mortgagee or to which Mortgagee may be otherwise
entitled may be exercised from time to time and as often as may be deemed
expedient, and Mortgagee may pursue inconsistent remedies. If Mortgagee holds
any additional security for any obligation secured hereby, it may enforce the
sale thereof at its option, either before, contemporaneously with, or after the
sale is made hereunder. On any default of Mortgagor, Mortgagee may, at its
option, offset against an indebtedness owing by it to Mortgagor, the whole or
any part of the indebtedness secured hereby, and the Mortgagee is hereby
authorized and empowered, at its option, without any obligation so to do, and
without affecting the obligations hereof, to apply toward the payment of any
indebtedness secured hereby and of the Mortgagor to the Mortgagee, any and all
sums of money which the Mortgagee may have in its possession or under its
control, including without limiting the generality of the foregoing, the
indebtedness evidenced by an investment certificate or any escrow or trust
funds. In order to assure the definiteness and certainty of the rights and
obligations herein provided, Mortgagor waives any and all rights of offset of
claims and no offset shall relieve Mortgagor from paying installments on the
obligations secured hereby as they become due.

      11. OBLIGATIONS OF MORTGAGOR. The Mortgagor shall pay when due all
interest and principal due on the First Mortgage.

      12.   NO WAIVER OR MODIFICATION UNLESS IN WRITING. No modification
or waiver by Mortgagee of any right under this Mortgage shall be effective
unless in writing. Waiver by Mortgagee of any right granted to Mortgagee under
this Mortgage or of any provision of this Mortgage as to any transaction or
occurrence shall not be deemed a waiver as to any future transaction or
occurrence. By accepting payment of any sum secured hereby after its due date,
or by making any payment or performing any act on behalf of Mortgagor that
Mortgagor was obligated hereunder but failed to make or perform, or by adding
any payment so made by Mortgagee to the indebtedness secured hereby, Mortgagee
does not waive its right to require prompt payment when due of all sums so
secured or to require prompt performance of all other acts required hereunder,
or to declare a default for failure so to pay.


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      13. CREATION OF SECURITY INTEREST. Mortgagor hereby grants to Mortgagee a
security interest in the personal property located on or at the Property,
including without limitation any and all property of similar type or kind
hereafter located on or at the Property for the purpose of securing all
obligations of Mortgagor contained in the Note and this Mortgage.

      14. HAZARDOUS OR TOXIC MATERIALS. The Mortgagor shall ensure that the
Property is maintained in compliance with, and shall not cause or permit the
Property to be in violation of, any federal, state, or local laws, ordinances,
or regulations relating to industrial hygiene or to the environmental conditions
("Hazardous Materials Laws") on, under, about, or affecting the Property.
Neither the Mortgagor nor any of its tenants shall use, generate, manufacture,
store, or dispose of on, under or about the Property or transport to or from the
Property any flammable explosives, radioactive materials, hazardous wastes,
toxic substances, or related materials, including without limitation any
substances defined or included in the definition of "hazardous substances,"
"hazardous wastes," "hazardous materials," or "toxic substances," under any
applicable federal or state laws or regulations. The Mortgagor shall advise the
Mortgagee in writing promptly upon notice of: (i) any and all enforcement,
cleanup, removal, or other governmental or regulatory actions instituted,
completed, or threatened pursuant to any applicable Hazardous Materials Laws;
(ii) all claims made or threatened by any third party against the Mortgagor, the
Lessee, or the Property relating to damage, contribution, cost recovery
compensation, loss, or injury resulting from any Hazardous Materials, and (iii)
the Mortgagor's discovery of any occurrence or condition on any real property
adjoining or in the vicinity of the Property that could cause the Property or
any part thereof to be subject to any restrictions on the ownership, occupancy,
transferability, or use of the Property under any Hazardous Materials Laws.

            The Mortgagor shall, at its expense, and after obtaining the written
consent of the Mortgagee, take all necessary remedial action(s) in response to
the presence of any Hazardous Materials on, under, or about the Property.

      15. GENERAL PROVISIONS. (a) This Mortgage applies to, inures to the
benefit of, and binds all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors, and assign. (b) The term "Mortgagee"
shall mean the owner and holder, including a pledgee, on any note secured
hereby, whether or not named as Mortgagee herein. (c) Wherever the context so
requires, the masculine gender includes the feminine and neuter, the singular
number includes the plural, and visa versa. (d) Captions and paragraph headings
used herein are for convenience only, are not a part of this Mortgage, and shall
not be used in construing it.

      16. RECEIVER. Upon the commencement of any action to enforce any remedy
available hereunder, the Mortgagee shall be entitled as a matter of right
without notice, without bond, without regard to the solvency of the Mortgagor,
or waste of the Property or adequacy of the security of the Property, to have a
receiver appointed for the Property with such powers and


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rights as may be incident to the making of such appointment and the Mortgagor
does hereby irrevocably consent to such appointment.

      17. GOVERNING LAW. This Mortgage shall be construed according to the laws
of the State of Illinois.

      18. SALE OR TRANSFER OF PREMISES. Mortgagor agrees that if the Property or
any part thereof or any interest therein is sold, assigned, transferred,
conveyed or otherwise alienated by Mortgagor, whether voluntarily or
involuntarily, or by operation of law other than the First Mortgage or creation
of a lien or other encumbrance subordinate to this Mortgage which does not
relate to a transfer of rights of occupancy in the Premises, without the prior
written consent of Mortgagee, then Mortgagee may declare the Note secured hereby
and all other obligations hereunder to be forthwith due and payable. Any change
in the legal or equitable title of the Premises or the beneficial ownership of
the Premises, including the sale, conveyance or disposition of a majority
interest in the Mortgagor, if a corporation or partnership, whether or not of
record and whether or not for consideration, shall be deemed to be a transfer of
interest in the Premises.

            IN WITNESS WHEREOF, this Mortgage has been duly executed on the date
indicated above.



WITNESS:                            ROBERT B. GOWENS, JR.

/s/ Michael C. Dorf                 SIGNATURE:/s/ Robert B. Gowens, Jr.
--------------------------                    ----------------------------------


WITNESS                             DONNA G. GOWENS

/s/ Michael C. Dorf                 SIGNATURE:/s/ Donna G. Gowens
--------------------------                    ----------------------------------
Prepared by:


Gordon G. Repp
Outboard Marine Corporation
100 Sea Horse Drive
Waukegan, IL 60085


                                       12
<PAGE>   13
STATE OF ILLINOIS    )
                     ) ss.
COUNTY OF COOK       )

      I, Michael C. Dorf, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY, that Robert B. Gowens, Jr. and Donna G. Gowens,
husband and wife, personally known to me to be the same persons whose names are
subscribed to the foregoing instrument, respectively, appeared before me this
day in person and acknowledged that they signed and delivered the said
instrument as their own free and voluntary act, for the uses and purposes
therein set forth.

      GIVEN Under my hand and Notarial Seal this 4th day of December, 1998.


                                        /s/ Michael C. Dorf
                                        -----------------------------------
                                                        Notary Public


My commission expires:

May 7, 2000
<PAGE>   14
                                   EXHIBIT "A"

                                    PROPERTY