<PAGE>

This Instrument Was Prepared By and  |
After Recording Should Be            |
Returned To:                         |
                                     |
Solomon and Weinberg LLP             |
685 Third Avenue                     |
30th Floor                           |
New York, New York 10017             |
Attention:  Howard R. Shapiro, Esq.  |
                                     |
                                     |
                                     |
                                     |
                                     |
                                     |
                                     | SPACE ABOVE THIS LINE FOR RECORDER'S USE
--------------------------------------------------------------------------------

This instrument is a Mortgage, Assignment of Leases and Rents, Security
Agreement and Financing Statement of both real and personal property, including
fixtures. The fixtures or goods that are or are to become fixtures will be
situated on interests in the real property described in Exhibit A. This
instrument is to be filed of record in the records where mortgages on interests
in real estate are recorded. In addition, this instrument is to be appropriately
indexed, not only as a mortgage, but also as a financing statement covering
goods that are or are to become fixtures on the real property described herein.

This instrument contains after-acquired property provisions and secures
obligations containing provisions for changes in interest rates. The name and
address of the Mortgagor (debtor) and Mortgagee (secured party) hereunder are
set forth in Section 10.4 hereof.


================================================================================


                      CEDAR INCOME FUND PARTNERSHIP, L.P.,
                                    Mortgagor

                                       TO

                               SWH FUNDING CORP.,
                                    Mortgagee


================================================================================



                       Premises: Southpoint Parkway Center
                                 City:   Jacksonville
                                 County: Duval
                                 State:  Florida



<PAGE>

                    MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
                   SECURITY AGREEMENT AND FINANCING STATEMENT


         THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FINANCING STATEMENT (as the same may be amended, modified, extended,
supplemented, renewed, restated or replaced from time to time, this "Mortgage"),
dated as of October ___, 2001, by CEDAR INCOME FUND PARTNERSHIP, L.P., a
Delaware limited partnership, having an office at c/o Cedar Bay Realty Advisors,
Inc., 44 South Bayles Avenue, Suite 304, Port Washington, New York 11050, as
mortgagor ("Mortgagor"), to SWH FUNDING CORP., a New Jersey corporation, having
an office at Two University Plaza, Hackensack, New Jersey 07601 (together with
its successors, assigns and/or participants ("Mortgagee").


                              W I T N E S S E T H:


         WHEREAS, Mortgagor is the owner and holder of a fee title to (a) the
Land (as hereinafter defined) commonly known as Southpoint Parkway Center and
located in Duval County, Florida, as more particularly described in Exhibit A
attached hereto and made a part hereof and (b) any and all Improvements (as
hereinafter defined) situated on the Land; and

         WHEREAS, pursuant to that certain Loan Agreement, as of even date
herewith, between Mortgagee, as lender, and Mortgagor, as borrower (as the same
may be amended, modified, extended, supplemented, renewed, restated or replaced
from time to time, the "Loan Agreement"; all capitalized terms used herein, but
not otherwise defined herein, shall have the respective meanings ascribed
thereto in the Loan Agreement), Mortgagee has made or is about to make a certain
loan (the "Loan") to Mortgagor, in an original principal amount of SIX MILLION
AND 00/XX DOLLARS ($6,000,000.00), which Loan is evidenced by that certain
Promissory Note, of even date herewith, made by Mortgagor to the order of
Mortgagee in the principal amount of the Loan (as the same may be amended,
modified, extended, supplemented, renewed, restated, replaced, split or severed
from time to time, the "Note"); and

         WHEREAS, in order to secure the obligations and liabilities of
Mortgagor under the Note and any and all other documents evidencing and/or
securing the Loan, Mortgagor has agreed to execute this Mortgage covering the
Premises (as hereinafter defined) to Mortgagee.

         NOW, THEREFORE, Mortgagor does hereby agree as follows:

         To secure the punctual payment by Mortgagor of the Mortgagor's
obligations including, without limitation, Basic Interest, interest at the
Default Rate, if applicable, and the Exit Fee, under the Note, the Loan
Agreement, this Mortgage and all other documents and instruments evidencing
and/or securing the Loan and all documents and instruments executed and/or
delivered in connection therewith, and all substitutions for and replacements


<PAGE>

thereof (collectively, the "Loan Documents"), when due, whether at stated
maturity, by acceleration or otherwise, and the performance and observance of
all other covenants, obligations and liabilities of the Mortgagor, Pledgor,
Guarantor or any other indemnitor under the Loan Documents (collectively, the
"Obligations"), Mortgagor does hereby grant, bargain, sell, mortgage, warrant,
convey, alien, remise, release, assign, transfer, grant a security interest in,
set over, deliver, confirm and convey unto Mortgagee, upon the terms and
conditions of this Mortgage, with power of sale and right of entry as provided
hereinbelow, each and all of the Land and Improvements, and further grants to
Mortgagee, a first priority security interest in and to all other property
described in Granting Clauses First through Eighteenth below (all of such
property, collectively, the "Premises").


                                GRANTING CLAUSES

         All the estate, right, title and interest of Mortgagor in, to and
under, or derived from:


                              GRANTING CLAUSE FIRST

                                      Land

         All those certain lot(s), piece(s) or parcel(s) of land more
particularly described in Exhibit A attached hereto and incorporated herein by
this reference, as the description of the same may be amended or supplemented
from time to time, and all the reversions or remainders in and to said land and
the tenements, hereditaments, easements (including, without limitation, pipeline
easements), rights-of-way or use, rights (including, without limitation, alley,
drainage, crop, timber and cutting, agricultural, horticultural, mineral, water,
oil and gas and pipeline rights), privileges, royalties and appurtenances to
said land, now or hereafter belonging or in anywise appertaining thereto,
including any such right, title, interest in, to or under any agreement or right
granting, conveying or creating, for the benefit of said land, any easement,
right or license in any way affecting other property and in, to or under any
streets, ways, alleys, vaults, gores or strips of land adjoining said land or
any parcel thereof, or in or to the air space over said land, all rights of
ingress and egress by motor vehicles to parking facilities on or within said
land, and all claims or demands of Mortgagor, either at law or in equity, in
possession or expectancy, of, in or to the foregoing (all of the foregoing,
collectively, the "Land").


                             GRANTING CLAUSE SECOND

                                  Improvements

         All right, title and interest Mortgagor now has or may hereafter
acquire in and to all buildings, structures, facilities and other improvements
now or hereafter located on the Land, and all building material, building
equipment, fixtures, attachments, appliances, machinery, and other articles of
every kind and nature now or hereafter located on the Land or attached to,


                                       2
<PAGE>

contained in, or used in connection with, any such buildings, structures,
facilities or other improvements, and all appurtenances, alterations and
additions thereto and betterments, renewals, substitutions and replacements
thereof, owned by Mortgagor or in which Mortgagor has or shall acquire an
interest (all of the foregoing, collectively, the "Improvements").


                              GRANTING CLAUSE THIRD

                                    Fixtures

         All Equipment (as hereinafter defined) now owned or hereafter acquired
by Mortgagor which is so related to the Land and the Improvements that it is
deemed fixtures or real property under the law of the State in which such
Equipment is located, including, without limitation, all building or
construction materials intended for construction, reconstruction, alteration or
repair of or installation on or in the Land and the Improvements, construction
equipment, appliances, machinery, plant equipment, fittings, apparatus, and
other items now or hereafter attached to, installed or used in connection with
(temporarily or permanently) any of the Land or the Improvements, together with
all accessions, appurtenances, additions, replacements and substitutions for any
of the foregoing and the proceeds thereof (all of the foregoing, collectively,
the "Fixtures").


                             GRANTING CLAUSE FOURTH

                                    Equipment

         To the extent the same does not constitute Fixtures, all "equipment" as
such term is defined in Article 9 of the Uniform Commercial Code as in effect
from time to time in the State in which the Land and the Improvements are
located (the "UCC"), now owned, or hereafter acquired and owned by Mortgagor,
which is used at or in connection with the Land or the Improvements and is
located thereon or therein (including, without limitation, all machinery,
furnishings, electronic data-processing and other office equipment and any and
all additions, substitutions and replacements of any of the foregoing, to the
extent located on or in the Land or the Improvements), together with all
attachments, components, parts, equipment and accessories installed thereon or
affixed thereto and all appurtenances and additions thereto and any betterments,
renewals, substitutions, replacements, products and proceeds (all of the
foregoing, collectively, the "Equipment"). Mortgagor as the "debtor," hereby
grants to Mortgagee, as the "secured party," a security interest in and to all
of Mortgagor's present and future Equipment, and Mortgagee shall have, in
addition to all rights and remedies provided hereunder, all of the rights and
remedies of a "secured party" under the UCC. This Mortgage constitutes and shall
be deemed to be a "security agreement" between Mortgagor, as the "debtor," and
Mortgagee, as the "secured party," for all purposes of the UCC. If the lien of
this Mortgage is subject to a security interest covering any property described
in this Granting Clause Fourth, then all of the right, title and interest of
Mortgagor in and to any and all such property is hereby assigned to Mortgagee
together with the benefits of all deposits and payments now or hereafter made
thereon by or on behalf of Mortgagor.


                                       3
<PAGE>

                              GRANTING CLAUSE FIFTH

                               Leasehold and Other
                              Contractual Interests

         Any and all leases, subleases or sub-subleases, licenses, concessions
or other agreements (whether written or oral and whether now or hereafter in
effect), pursuant to which any Person is granted a possessory interest in, or
right to use or occupy all or any portion of the Land or the Improvements, and
any modifications, amendments, extensions, renewals or other agreements relating
to such leases, subleases, sub-subleases or other agreements, and every
guarantee of the performance and observance of the covenants, conditions and
agreements to be performed and observed by the other party thereto and in and to
all cash or securities deposited, and any other security given, thereunder to
secure performance by the lessees of their obligations under the Leases
(collectively, the "Leases") and the right, subject to the provisions of Section
1.2 hereof, to receive and collect all the rents, additional rents, increases in
rents, advance rents, issues, revenues, income, proceeds, profits, royalties,
security deposits and other types of deposits, and other benefits paid or
payable and to become due or payable to Mortgagor in respect of the use,
occupancy, license or possession of any portion or portions of the Land or the
Improvements pursuant to the Leases, and the rights to enforce, whether at law
or in equity or by any other means, all provisions thereof (collectively, the
"Rents"), and all permits, licenses and rights, whether now owned or hereafter
acquired, relating to the ownership, use, occupation and operation of the Land
and the Improvements.


                              GRANTING CLAUSE SIXTH

                        Other and After Acquired Property

         Any and all "moneys" and any and all "goods," "general intangibles,"
"accounts," "chattel paper," "instruments" and "documents" (as each such term is
defined in the UCC), furniture, franchises, contract rights, furnishings,
objects of art, machinery, tools, supplies, appliances, and all other personal
property of any kind or character whatsoever other than Fixtures, which are now
or hereafter owned by Mortgagor, and which are used at or in connection with the
Land or the Improvements, together with all accessories, replacements and
substitutions thereto or therefor and which may be subjected to the lien hereof
by Mortgagor, through a supplement to this Mortgage or otherwise, it being the
intention and agreement of Mortgagor that, subject to the rights of any holder
of a "purchase money security interest" (as defined in the UCC), all such
property hereafter acquired or constructed by Mortgagor shall forthwith upon
acquisition or construction thereof by Mortgagor and without any act or deed by
Mortgagor be subject to the lien and security interest of this Mortgage as if
such property were now owned by Mortgagor and were specifically described in
this Mortgage and conveyed or encumbered hereby or pursuant hereto, and
Mortgagee are hereby authorized to receive any and all such property as and for
additional security hereunder.


                                       4
<PAGE>

                             GRANTING CLAUSE SEVENTH

                               Proceeds and Awards

         All unearned premiums, accrued, accruing or to accrue under insurance
policies now or hereafter obtained by Mortgagor in respect of any of the
property described in these Granting Clauses, all proceeds of the conversion,
voluntary or involuntary, of any of the property described in these Granting
Clauses into cash or other liquidated claims, including proceeds of hazard,
title and other insurance, and all judgments, damages, awards, settlements and
compensation (including, without limitation, interest thereon) heretofore or
hereafter made to the present and all subsequent owners of the Land, the
Improvements, the Equipment and/or any other property or rights encumbered or
conveyed hereby for any injury to or decrease in the value thereof for any
reason, or by any governmental or other lawful authority for the taking by
eminent domain, condemnation or otherwise of all or any part thereof including,
without limitation, awards for any change of grade of streets or severance
damages.


                             GRANTING CLAUSE EIGHTH

                            Options to Purchase, etc.

         All options to purchase or lease the Premises or any portion thereof or
interest therein, and any greater estate in the Premises owned or hereafter
acquired by Mortgagor.


                              GRANTING CLAUSE NINTH

                            All Additional Interests

         All additional interests, estate, water and water rights or other
claims, both in law and in equity, which Mortgagor now has or may hereafter
acquire in the Premises and all right, title and interest of Mortgagor in and to
all extensions, improvements, betterments, renewals, substitutes and
replacements of, and all additions, alterations and appurtenances to, the
Premises, hereafter acquired by or released to Mortgagor or constructed,
assembled or placed by Mortgagor on the Premises and in each such case, the
foregoing shall be deemed a part of the Premises and shall become subject to the
lien of this Mortgage as fully and completely, and with the same priority and
effect, as though now owned by Mortgagor and specifically described herein,
without any further mortgage, conveyance, assignment or other act by Mortgagor.



                                       5
<PAGE>

                              GRANTING CLAUSE TENTH

                                 Easements, etc.

         All easements, rights-of-way and rights used in connection with the
Premises, or as a means of access thereto or which are otherwise of benefit
thereto to the users thereof, and all tenements, hereditaments and appurtenances
thereof and thereto.


                            GRANTING CLAUSE ELEVENTH

                            Street Right-of-Way, etc.

         Any land, now owned or hereafter acquired, lying within the
right-of-way of any street, open or proposed, adjoining the Premises, and any
and all sidewalks, alleys and strips and gores of land adjacent to or used in
connection with the Premises.


                             GRANTING CLAUSE TWELFTH

                            Condemnation Awards, etc.

         All the estate, interest, right, title, other claim or demand, which
Mortgagor now has or may hereafter acquire in any and all awards made for the
taking by eminent domain, or by any proceeding or purchase in lieu thereof, of
the whole or any part of the Premises including, without limitation, any awards
resulting from a change of grade of streets and awards for severance damages.


                           GRANTING CLAUSE THIRTEENTH

                               Insurance Proceeds

         All the estate, interest, right, title and other claim or demand which
Mortgagor now has or may hereafter acquire with respect to the proceeds of
insurance in effect with respect to all or any part of the Premises.




                                       6
<PAGE>

                           GRANTING CLAUSE FOURTEENTH

                            Claims for Damages, etc.

         All the estate, interest, right, title and other claim or demand which
Mortgagor now has or may hereafter acquire against anyone with respect to any
damage to all or any part of the Premises including, without limitation, damage
arising from any defect in or with respect to the design or construction of all
or any part of the Improvements and damage resulting therefrom.


                            GRANTING CLAUSE FIFTEENTH

           Deposits and Advance Payments of Insurance, Utilities, etc.

         All deposits or other security or advance payments including rental
payments made by or on behalf of Mortgagor to others with respect to (a)
insurance policies relating to all or any part of the Premises, (b) utility
service for all or any part of the Premises, (c) cleaning, maintenance, repair,
or similar services for all or any part of the Premises, (d) refuse removal or
sewer service for all or any part of the Premises, (e) rental of equipment if
any, used in the operation by or on behalf of Mortgagor of all or any part of
the Premises and (f) parking or similar services or rights afforded to all or
any part of the Premises.


                            GRANTING CLAUSE SIXTEENTH

                             Designs and Plans, etc.

         All rights and interests in plans, designs, blueprints, renderings,
models, analyses, reports and studies which Mortgagor now has or may hereafter
acquire in respect of any Improvements on the Premises.


                           GRANTING CLAUSE SEVENTEENTH

                                Contracts of Sale

         All contracts of sale, whether now existing or hereafter entered into
(including, without limitation, all amendments, modifications, supplements or
replacements thereof), affecting the Land or Improvements, or any part thereof,
and all rights, benefits and privileges appertaining thereto arising under or in
respect thereof inuring to the benefit of Mortgagor including, without
limitation, all deposits and the right to receive all payments thereunder.


                                       7
<PAGE>

                           GRANTING CLAUSE EIGHTEENTH

              Reciprocal Easement Agreements, Operating Agreements

         Any and all reciprocal easement agreements and any and all operating
agreements, whether now existing or hereafter entered into (including, without
limitation, all amendments, modifications, supplements, extensions, renewals, or
replacements thereof), affecting the Land or Improvements, or any part thereof,
and all rights, benefits and privileges appertaining thereto arising under or in
respect thereof inuring to the benefit of Mortgagor including, without
limitation, the right to give consents and receive payments thereunder.

         TO HAVE AND TO HOLD, whether now owned or leased or hereafter acquired
and whether now or hereafter existing, together with all the rights, privileges
and appurtenances thereunto belonging, unto Mortgagee, as applicable, forever,
for the uses and purposes herein set forth.

         AND Mortgagor covenants and agrees with Mortgagee as follows:

ARTICLE I

                         Assignment of Leases and Rents

         SECTION 1.1 Assignment. Mortgagor hereby absolutely and irrevocably
assigns to Mortgagee all of Mortgagor's right, title and interest in, to and
under all Leases and all Rents. This is a present and absolute assignment, not
an assignment for security purposes only, and Mortgagee's right to the Leases
and Rents is not contingent upon, and may be exercised without possession of,
the Premises.

         SECTION 1.2 Grant Of License. Mortgagee confers upon Mortgagor a
license (the "License"), until the occurrence of an Event of Default (as
hereinafter defined), to collect and retain the Rents in strict accordance with
the Loan Documents. Upon the occurrence of an Event of Default, the License
shall be automatically revoked and Mortgagee may collect and apply the Rents
pursuant to Section 8.5 hereof without notice and without taking possession of
the Premises. Mortgagor hereby irrevocably authorizes and directs the lessees
under the Leases to rely upon and comply with any notice or demand by Mortgagee
for the payment to Mortgagee of any rental or other sums which may at any time
become due under the Leases, or for the performance of any of the lessees'
undertakings under the Leases, and the lessees shall have no right or duty to
inquire as to whether any Event of Default has actually occurred or is then
existing hereunder. Mortgagor hereby relieves the lessees from any liability to
Mortgagor by reason of relying upon and complying with any such notice or demand
by Mortgagee.

                                       8
<PAGE>

         SECTION 1.3 Effect Of Assignment. The foregoing irrevocable assignment
shall not cause Mortgagee to be: (a) a mortgagee in possession; (b) responsible
or liable for the control, care, management or repair of the Premises or for
performing any of the terms, agreements, undertakings, obligations,
representations, warranties, covenants and conditions of the Leases; or (c)
responsible or liable for (i) any waste committed on the Premises by the lessees
under any of the Leases or any other parties, (ii) any dangerous or defective
condition of the Premises, or (iii) any negligence in the management, upkeep,
repair or control of the Premises resulting in loss or injury or death to any
lessee, licensee, employee, invitee or other Person. Mortgagee shall not
directly or indirectly be liable to Mortgagor or any other Person as a
consequence of (A) the exercise or failure to exercise any of the rights,
remedies or powers granted to Mortgagee hereunder or (B) the failure or refusal
of Mortgagee to perform or discharge any obligation, duty or liability of
Mortgagor arising under the Leases.

         SECTION 1.4 Representations And Warranties. All of the representations
and warranties made by Mortgagor under the Loan Agreement, with respect to
Leases, including, without limitation, those contained in Section 3.20 of the
Loan Agreement, are hereby incorporated within this Mortgage by this reference,
mutatis mutandis, and shall have the same force and effect as if set forth at
length herein.

         SECTION 1.5 Covenants. All of the covenants and agreements made by
Mortgagor under the Loan Agreement with respect to Leases, including, without
limitation, those contained in Section 4.6 of the Loan Agreement, are hereby
incorporated within this Mortgage by this reference, mutatis mutandis, and shall
have the same force and effect as if set forth at length herein.

         SECTION 1.6 Mortgagor Estoppel Certificates. Within ten (10) days after
written request by Mortgagee, from time to time, but not more frequently than
quarterly, and also at any time in connection with any transfer of interests by
Mortgagee in Mortgagee or in or to the Loan, Mortgagor shall deliver to
Mortgagee, and to any party designated by Mortgagee, estoppel certificates
executed by Mortgagor, and Mortgagor will use commercially reasonable efforts to
enforce the provisions of the Leases to obtain estoppel certificates by each of
the lessees, in recordable form, certifying (if such be the case): (i) that the
foregoing assignment and the Leases are in full force and effect; (ii) the date
of each lessee's most recent payment of rent; (iii) that there are no defenses
or offsets outstanding, or stating those claimed by Mortgagor or lessees under
the foregoing assignment or the Leases, as the case may be; and (iv) any other
information reasonably requested by Mortgagee.

                                   ARTICLE II

                      Security Agreement and Fixture Filing

         SECTION 2.1 Security Interest. Mortgagor and Mortgagee agree that this
Mortgage shall constitute both a real property mortgage and a "security
agreement" within the meaning of the UCC. The Premises includes both real
property and personal property and all other rights and interests, whether
tangible or intangible in nature, of Mortgagor in the Premises. Mortgagor, by


                                       9
<PAGE>

executing and delivering this Mortgage, hereby grants to Mortgagee, as security
for the Obligations, a security interest in the Premises (including, without
limitation, all "goods," "general intangibles," "accounts," "chattel paper,"
"instruments" and "documents" (as each such term is defined in the UCC)) to the
full extent that the Premises may be subject to the UCC (the portion of the
Premises subject to the UCC, collectively, the "Collateral"). All of the terms,
provisions, conditions and agreements contained in this Mortgage pertain and
apply to the Collateral as fully and to the same extent as to any other property
comprising the Premises, and the provisions of this Article II shall not limit
the applicability of any other provision of this Mortgage, but shall be in
addition thereto.

         SECTION 2.2 Financing Statement. This Mortgage is intended to
constitute a financing statement filed as a fixture filing in accordance with
the applicable provisions of the UCC. The "debtor" and record owner is Mortgagor
and the "secured party" is Mortgagee and their addresses are those set forth in
Section 10.4 hereof. A portion of the Collateral is or is to become "fixtures"
(as defined in the UCC) on the Land, described or referred to in this Mortgage,
and this Mortgage, upon being filed, or recorded in the real estate records of
the city or county wherein such fixtures are situated, shall operate also as a
financing statement filed as a fixture filing in accordance with the applicable
provisions of the UCC upon such portion of the Collateral that is or may become
fixtures. Mortgagor hereby covenants and agrees that in the event a change in
the name, identity or legal structure of Mortgagor results in the financing
statement evidenced by this Mortgage or any other financing statement executed
in connection herewith becoming misleading, Mortgagor shall promptly file
additional financing statements covering the Collateral in the appropriate
filing office or offices, as may be required in accordance with the applicable
provisions of the UCC, with Mortgagor as "debtor" and Mortgagee as "secured
party."

         SECTION 2.3 Representations And Warranties. Mortgagor represents and
warrants that: (a) Mortgagor has good and marketable title to the Collateral,
subject only to the Approved Permitted Encumbrances; (b) Mortgagor has not
previously assigned or encumbered the Collateral pursuant to any pledge or
assignment that remains in effect, and no financing statement currently in
effect covering any of the Collateral has been delivered to any other Person;
and (c) Mortgagor keeps its books and records in respect of the Collateral at
its chief executive office located at the address set forth in Section 10.4
hereof. Mortgagor covenants and agrees with Mortgagee that, in the event
Mortgagor changes the address of its chief executive office or place where
Mortgagor's books and records in respect of the Collateral are kept, Mortgagor
shall notify Mortgagee of such change of address within ten (10) days
thereafter.

         SECTION 2.4 Rights Of Mortgagee. In addition to Mortgagee's rights as a
"secured party" under the UCC, Mortgagee may, but shall not be obligated to, at
any time without notice and at the expense of Mortgagor: (a) give notice to any
Person of Mortgagee's rights hereunder and enforce such rights at law or in
equity; (b) insure, protect, defend and preserve the Collateral or any rights or


                                       10
<PAGE>

interests of Mortgagee therein; (c) inspect the Collateral at reasonable times
after reasonable notice; and (d) upon the occurrence of an Event of Default,
endorse, collect and receive any right to payment of money owing to Mortgagor
under or from the Collateral. Notwithstanding the above, in no event shall
Mortgagee be deemed to have accepted any property other than cash in
satisfaction of any obligation of Mortgagor to Mortgagee unless Mortgagee shall
make an express written election of said remedy under the UCC or other
applicable law.

         SECTION 2.5 Rights Of Mortgagee On Default. Upon the occurrence of an
Event of Default, then in addition to all of Mortgagee's rights as a "secured
party" under the UCC or otherwise at law or equity:

                  (a) Mortgagee may: (i) upon written notice, require Mortgagor
to assemble any or all of the Collateral and make it available to Mortgagee at a
place designated by Mortgagee; (ii) without prior notice, enter upon the
Premises subject to the rights of Tenants or other place where any of the
Collateral may be located and take possession of, collect, sell, and dispose of
any or all of the Collateral, and store the same at locations acceptable to
Mortgagee at Mortgagor's expense; and/or (iii) sell, assign and deliver at any
place or in any lawful manner all or any part of the Collateral and bid and
become purchaser at any such sales; provided, however, that notwithstanding the
foregoing right to sell any or all of the Collateral without prior notice,
Mortgagor hereby expressly acknowledges and agrees that, if Mortgagee elects to
give any such notice of sale to Mortgagor, ten (10) days prior written notice
shall constitute reasonable prior notice of such sale, and

                  (b) Mortgagee may, for the account of Mortgagor and at
Mortgagor's expense: (i) operate, use, consume, sell or dispose of the
Collateral as Mortgagee deems appropriate for the purpose of paying and/or
performing any or all of the Obligations; (ii) enter into any agreement,
compromise, or settlement, including, without limitation, with respect to
insurance claims, which Mortgagee may reasonably deem desirable or proper with
respect to any of the Collateral; and (iii) endorse and deliver evidences of
title for, and receive, enforce and collect by legal action or otherwise, all
indebtedness and obligations now or hereafter owing to Mortgagor in connection
with or on account of any or all of the Collateral.

         Notwithstanding any other provision of this Mortgage, Mortgagee shall
not be deemed to have accepted any property other than cash in satisfaction of
any Obligation unless Mortgagee shall make an express written election of said
remedy under the UCC or other applicable law.

         SECTION 2.6 Power Of Attorney. Mortgagor hereby irrevocably appoints
Mortgagee as Mortgagor's attorney-in-fact (such agency being coupled with an
interest), and as such attorney-in-fact Mortgagee may, without the obligation to
do so, in Mortgagee's name, or in the name of Mortgagor, prepare, execute and
file or record financing statements, continuation statements, applications for
registration and like papers necessary to create, perfect or preserve any of
Mortgagee's security interests and rights in or to any of the Collateral, and


                                       11
<PAGE>

take any other action required of Mortgagor hereunder; provided, however, that
Mortgagee as such attorney-in-fact shall be accountable only for such funds as
are actually received by Mortgagee. Mortgagee agrees that it shall not exercise
the rights granted to it under this Section 2.6 unless Mortgagor fails or
refuses to prepare, execute and/or file, as the case may be, any such documents
so requested by Mortgagee, and such failure or refusal continues for five (5)
Business Days after request therefor is made by Mortgagee.

         SECTION 2.7 Possession And Use Of Collateral. Except as otherwise
provided in this Section 2.7, so long as no Event of Default exists under this
Mortgage or any of the Loan Documents, Mortgagor may possess, use, move,
transfer or dispose of any of the Collateral in the ordinary course of
Mortgagor's business.

                                  ARTICLE III

                         Representations and Warranties
                                  of Mortgagor

         SECTION 3.1 Warranty of Title. Mortgagor represents and warrants that:
(a) Mortgagor has, and will continue to have, good, insurable, and marketable
title to the Land and any and all other Improvements, in fee simple, free and
clear of all liens, charges and encumbrances of every kind and character, except
for any Approved Permitted Encumbrances and the liens and security interests in
favor of Mortgagee; (b) Mortgagor has, and will continue to have, requisite
power and authority to encumber and convey the Premises as provided herein; (c)
Mortgagor owns, and will continue to own, all of the Equipment, free and clear
of all liens, charges and encumbrances of every kind and character, subject only
to the Permitted Encumbrances and purchase money liens for new Equipment; (d)
this Mortgage is, and will remain, a valid and enforceable first priority lien
on, and security interest in, the Premises; and (e) Mortgagor hereby warrants
and will forever continue to warrant and defend such title and the validity,
enforceability and priority of the lien and security interest hereof against the
claims of all Persons whomsoever.

         SECTION 3.2 Authority; Binding Obligation and Other Matters. The
execution, delivery, recordation, filing and performance of this Mortgage have
been duly authorized by all necessary action of Mortgagor, and this Mortgage
constitutes the legal, valid and binding obligation of Mortgagor, enforceable
against Mortgagor in accordance with its terms, subject to the effect of
bankruptcy, insolvency and similar laws in respect of creditor's rights
generally and to general principles of equity. The execution, delivery,
recordation and performance of this Mortgage do not (a) violate any provision of
the operating agreement or other organizational documents of Mortgagor, nor of
any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to Mortgagor,
any of its properties (including, without limitation, the Premises) or this
Mortgage, (b) result in or require the creation or imposition of any mortgage,


                                       12
<PAGE>

deed of trust, trust deed, pledge, lien, security interest or other charge or
encumbrance of any nature (other than as is constituted hereby) on the Premises
or (c) require the consent of the members of Mortgagor or any other Person which
have not been obtained or the authorization, consent or approval of, or any
license from, or any filing or registration with, any governmental or
quasi-governmental body (except for the recordation of this Mortgage in the
appropriate land records and the filing of appropriate related UCC filings).
Mortgagor is in compliance with all material laws, regulations, ordinances and
orders of Governmental Authorities (as hereinafter defined) applicable to
Mortgagor or the Premises, and all contracts, indentures, agreements, or other
instruments to which Mortgagor or the Premises is bound or subject.

         SECTION 3.3 Bankruptcy. Mortgagor is solvent, and no bankruptcy,
insolvency or similar proceeding is pending or contemplated by or against
Mortgagor. Mortgagor will not be left with inadequate operating funds as a
result of the obligations and transactions contemplated hereby and by the Loan
Agreement and the other Loan Documents.

         SECTION 3.4 Existing Defaults. There exists no Event of Default (or
term(s) of similar import) by Mortgagor under the Note, this Mortgage or any
other Loan Document, and no event has occurred which, with notice or the passage
of time or both, would constitute or result in an Event of Default (or term(s)
of similar import).

         SECTION 3.5 Certificates and Permits. (a) Mortgagor has, and shall
maintain (i) all necessary certificates, licenses, authorizations,
registrations, permits and/or approvals necessary for the operation of all or
any part of the Premises and the conduct of Mortgagor's business at the
Premises, and (ii) all required zoning ordinance, building code, land use,
environmental and other similar permits or approvals, all of which are in full
force and effect as of the date hereof and none of which is subject to any
revocation, amendment, release, suspension or forfeiture, (b) the present and
contemplated use and/or occupancy of the Premises does not conflict with or
violate any of the items delineated in clauses (i) and (ii) immediately above
and (c) Mortgagor, promptly upon request by Mortgagee, shall deliver to
Mortgagee copies of all of the same.

         SECTION 3.6 No Actions Pending. There are no actions, suits,
proceedings, arbitrations, tenant disputes, labor disputes or governmental
investigations pending, or, to the best knowledge of Mortgagor, threatened
against or affecting Mortgagor or the Premises or any portion thereof which, if
successful, (a) could have a material adverse effect on Mortgagor, or the
Premises, or Mortgagor's ability to perform its obligations pursuant to and as
contemplated by this Mortgage and the other Loan Documents, (b) might affect the
validity or enforceability of the Mortgage or the priority of the Mortgage, or
(c) could materially adversely affect the use of, operations at, or capital
improvements being made to or to be made to, the Premises. Mortgagor is not
operating under, or subject to, any order, writ, injunction, decree or demand of
any court or any Governmental Authority.

         SECTION 3.7 Flood Zone, Utilities, Roads, Damage. (a) As of the date
hereof, the Premises are not located in an area identified by the Federal
Emergency Management Agency or any predecessor or successor thereto as an area
having special flood hazards pursuant to the terms of the National Flood
Disaster Protection Act of 1973, as amended; (b) the Premises are served by all


                                       13
<PAGE>

utilities required for the present and contemplated use thereof; (c) except for
that portion of the Premises consisting of raw land, all streets necessary to
serve the Premises for the use thereof have been completed and are serviceable
and have been dedicated or accepted by the appropriate governmental entities;
and (d) as of the date hereof, the Premises are free from damage caused by fire
or other casualty.

         SECTION 3.8 Compliance with Laws. The Premises and the proposed and
actual use thereof comply with all material laws, ordinances, rules and
regulations of all Governmental Authorities having jurisdiction over the same,
and there is no proceeding pending or, to the best knowledge of Mortgagor,
threatened before any court, quasi-judicial body, Governmental Authority or
administrative agency relating to the validity of the Loan Documents or the
proposed or actual use of the Premises.

         SECTION 3.9 Additional Representations and Warranties. (a) The Premises
is not used principally or primarily for agricultural or grazing purposes, (b)
Mortgagor is engaged in owning and operating real property directly or
indirectly through property managers or property management companies, and (c)
all costs for labor and material for the construction and renovation of the
Improvements (including, without limitation, any additions and alterations
thereto) have been paid in full or shall be paid when due or otherwise satisfied
or bonded-over to the satisfaction of Mortgagee in its sole discretion.

         SECTION 3.10 Reaffirmation of Certain Representations and Warranties,
Statements, Etc. Correct. As of the date hereof, Mortgagor hereby remakes and
reaffirms to and for the benefit of Mortgagee each and all of the
representations and warranties set forth in the Loan Agreement, which are
incorporated herein by this reference as though set forth herein in full,
mutatis mutandis. All reports, statements, certificates and other data furnished
by or on behalf of Mortgagor to Mortgagee in connection with the Note, the Loan
Agreement, this Mortgage, the other Loan Documents or the transactions
contemplated thereunder or hereunder, and all representations and warranties
made herein or in the Note, the Loan Agreement or the other Loan Documents, or
any certificate or other instrument delivered in connection herewith or
therewith, are true and correct in all material respects and do not omit to
state any fact or circumstance necessary to make the statements contained herein
or therein not materially misleading. There is no fact known to Mortgagor which
materially and adversely affects the business, assets, prospects, results of
operations or financial condition of Mortgagor, or the ability of Mortgagor to
perform its obligations under the Loan Documents, which has not been disclosed
herein or in such other documents, certificates, instruments or statements.



                                       14
<PAGE>

                                   ARTICLE IV

                             Covenants Of Mortgagor

         SECTION 4.1 Obligations of Mortgagor. Mortgagor shall perform the
Obligations applicable to or imposed upon it under the Loan Agreement and shall
continue to be liable for the performance of such Obligations until Mortgagor
causes full payment of the Note and all sums payable pursuant to the Loan
Agreement and the other Loan Documents, notwithstanding any actions of partial
foreclosure that may be brought hereunder to recover any amount or amounts
expended by Mortgagee in order to cure any default hereunder or under any other
Loan Document or to satisfy any of Mortgagor's obligations or covenants under
any agreement relating to the Premises and to which Mortgagor is a party or by
which the Premises are bound. Mortgagor shall timely perform, or cause to be
timely performed, all the covenants, agreements, terms and conditions to be
performed by Mortgagor (a) under the Loan Documents, (b) under all other
agreements between Mortgagor and Mortgagee in accordance with the respective
terms thereof and (c) under any and all ground leases or other Leases to which
Mortgagor is or becomes a party with respect to the Premises.

         SECTION 4.2 Financial Statements and Other Reports. Mortgagor shall
deliver to Mortgagee all Financial Statements and reports required to be
provided by it to Mortgagee pursuant to the Loan Agreement.

         SECTION 4.3 Records and Inspection. Mortgagor covenants to keep
adequate records and books of account with respect to the Premises and to permit
Mortgagee or any agents or representatives thereof to examine and make copies of
and abstracts from such books and records of account and to visit the Premises
in accordance with the terms and provisions of the Loan Agreement.

         SECTION 4.4 Future Information. All certificates, reports, documents
and other information furnished to Mortgagee by Mortgagor under the Loan
Agreement, or in connection with this Mortgage or any amendment or modification
of, or waiver under, this Mortgage, shall not contain any untrue statement of a
material fact or omission that renders such information misleading and shall be
complete and correct in all respects to the extent necessary to give Mortgagee
sufficient and accurate knowledge of the subject matter thereof.

         SECTION 4.5 Insurance.

                  (a) Mortgagor, at its sole cost and expense, shall provide,
maintain and keep in force all policies of insurance required to be maintained
by it pursuant to Section 4.21 of the Loan Agreement.

                  (b) All of Mortgagor's right, title and interest in and to all
policies of property insurance and any unearned premiums paid thereon are hereby
assigned to Mortgagee who shall have the right, but not the obligation, to
assign the same to any purchaser of the Premises at any foreclosure of this
Mortgage.

                                       15
<PAGE>

         SECTION 4.6 Waste and Repair. Except for Approved Base Building Work
and Approved Tenant Improvements pursuant to the Loan Agreement, Mortgagor shall
at all times cause the Premises to be properly maintained in sound condition and
repair and shall not diminish in any material respect nor materially or
structurally alter the Premises, landscaped areas and on-site paved parking
areas, structures and roads. Mortgagor shall not suffer any waste of the
Premises or make any change in the use thereof that will in any material way
increase any ordinary fire or other hazard insurance premiums or do or permit to
be done thereon anything that may in any way impair the security of this
Mortgage. Mortgagor shall not abandon the Premises nor leave the Premises
unprotected, vacant or deserted.

         SECTION 4.7 Impositions, Impounds, Taxes. Capital Costs.

                  (a) Impositions Affecting the Premises. Mortgagor shall pay
all Impositions as and when the same shall become due and payable as more fully
provided for in the Loan Agreement.

                  (b) Taxes Affecting Mortgagor. Mortgagor agrees (a) to pay all
amounts payable by Mortgagor under this Mortgage, the Loan Agreement, the Note
or other Loan Documents free and clear of and without liability for, and without
deduction or withholding for, any and all stamp and other taxes, charges, fees,
levies, duties, imposts, withholdings or other assessments, other than income
and franchise taxes imposed by any taxing authority upon Mortgagee directly as a
result of Mortgagee's taxable presence in such jurisdiction, together with any
interest and penalties, imposed by any taxing authority upon any Person
(collectively, "Taxes") and (b) to (i) pay when due, (ii) reimburse Mortgagee
upon demand for any payment made by Mortgagee of, and (iii) indemnify and hold
Mortgagee harmless against any and all liability for, (A) any and all Taxes in
any way related to this Mortgage or the Loan Documents, and (B) all interest and
penalties resulting from or related to any delay by Mortgagor in paying any such
Taxes. Promptly after the date on which payment of any Taxes are due pursuant to
applicable law, Mortgagor shall furnish to Mortgagee evidence, in form and
substance satisfactory to Mortgagee, that Mortgagor has satisfied its
obligations under this Section 4.7(b).

                  (c) Taxation Savings Clause. In the event of the enactment
after the date hereof of any law in the State in which the Premises are located
or any other governmental entity deducting from the value of the Premises for
the purpose of taxation any lien or security interest thereon, or changing in
any way the laws for the taxation of mortgages, deeds of trust, trust deeds or
other liens or debts secured thereby, or the manner of collection of such taxes,
so as to affect this Mortgage, the Obligations, Mortgagee or the holders of the
Obligations, then, and in such event, Mortgagor shall, on demand, pay to
Mortgagee or such holder, or reimburse Mortgagee or such holder for payment of,
all taxes, assessments, charges or liens for which Mortgagee or such holder is
or may be liable as a result thereof, provided that if any such payment or
reimbursement shall be unlawful or would constitute usury or render the
Obligations wholly or partially usurious under applicable law, then Mortgagee
may, at its option, to the extent permitted under the Loan Agreement, declare
the Obligations immediately due and payable or require Mortgagor to pay or
reimburse Mortgagee for payment of the lawful and non-usurious portion thereof.

                                       16
<PAGE>

         SECTION 4.8 Compliance with Law. Mortgagor shall promptly and
faithfully comply in all material respects with all present and future laws,
ordinances, rules, regulations and requirements of any Governmental Authority,
including, without limitation, any agency, department, board, commission or
instrumentality of the United States, any state of the United States or any
political subdivision thereof, and any tribunal, court or arbitrator of
competent jurisdiction, and of every board of fire underwriters (or similar body
exercising similar functions) that may be applicable to it or to the Premises,
or any part thereof, or to the use or manner of construction, occupancy,
possession, operation, maintenance, alteration or repair thereon or with respect
to any part thereof, whether or not such law, ordinance, rule, order, regulation
or requirement shall necessitate structural changes or improvements or interfere
with the use or enjoyment of the Premises; provided, however, that Mortgagor
may, at its expense, contest the validity or application of the foregoing by
appropriate legal proceedings promptly initiated and conducted in good faith and
with due diligence, provided further that (a) Mortgagor shall have furnished
such security, if any, as may be reasonably required by Mortgagee in connection
with such proceedings or shall have deposited in escrow with Mortgagee such
security as may be requested by Mortgagee, which may include cash available in
any account established pursuant to the Loan Documents which, in Lender's
reasonable discretion, is available to serve as such security and (b) Mortgagee
is reasonably satisfied that (i) neither the Premises nor any part thereof or
interest therein will be in danger of being sold, forfeited, terminated,
canceled, impaired or lost as a result of such contest and (ii) such contest
will not expose Mortgagee to criminal or civil liability or any liabilities for
any penalties.

         SECTION 4.9 Further Assurances. Mortgagor, at any time upon the request
of Mortgagee, shall at Mortgagor's expense execute, acknowledge and deliver all
such additional papers and instruments (including, without limitation, a
declaration of no setoff) and all such further assurances of title and shall do
or cause to be done all further acts and things Lender reasonably deems proper
or reasonably necessary to carry out the purpose hereof and to subject to the
liens thereof any property intended by the terms of the Loan Documents to be
covered thereby and any renewals, additions, substitutions, replacements or
betterments thereto.

         SECTION 4.10 Reimbursement; Waiver of Offsets.

                  (a) In the event that (i) any tax, stamp tax, assessment,
water rate, sewer rate, insurance premium, repair, rent charge, debt, claim,
imposition or lien having priority over this Mortgage, or (ii) any other amount
required to be paid by Mortgagor hereunder or under the other Loan Documents
shall remain unpaid and Mortgagor is not validly and properly contesting such
amount pursuant to the terms hereof or of the Loan Documents, Mortgagee shall
have the right upon ten (10) days' prior notice to pay such amount and shall
have the right to declare immediately due and payable any such amount so paid
and to foreclose for such amount, subject to the continuing lien of this


                                       17
<PAGE>

Mortgage for the balance of the Obligations not then fully discharged; but
Mortgagor shall continue to be liable for the performance of the Obligations
until discharged in full. Any amount so paid by Mortgagee shall bear interest at
the Default Rate from the date of payment by Mortgagee, shall constitute an
additional Obligation secured hereby, prior to any right, title or interest in
or claim upon the Premises attaching or accruing subsequent to the lien of this
Mortgage, shall be secured by this Mortgage and shall be payable by Mortgagor to
Mortgagee upon demand.

                  (b) All sums payable by Mortgagor hereunder or under the other
Loan Documents shall be paid without notice, demand, counterclaim, setoff,
deduction or defense and without abatement, suspension deferment, diminution or
reduction, and the obligations and liabilities of Mortgagor hereunder shall in
no way be released, discharged or otherwise affected by reason of (a) any damage
to or destruction of or any condemnation or similar taking of the Premises or
any part thereof, (b) any restriction or prevention of or interference with any
use of the Premises or any part thereof, (c) any title defect or encumbrance or
any eviction from the Premises or the Improvements or any part thereof by title
paramount or otherwise; (d) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to Mortgagee, or any action taken with respect to this Mortgage by any
receiver of Mortgagee, or by any court, in any such proceeding; or (e) any
default or failure on the part of Mortgagee to perform or comply with any of the
terms hereof or of any other agreement with Mortgagor; whether or not Mortgagor
shall have notice or knowledge of any of the foregoing. To the extent permitted
by applicable law, Mortgagor waives all rights now or hereafter conferred by
statute or otherwise to any abatement, suspension, deferment, diminution or
reduction of any sum secured hereby and payable by Mortgagor.

         SECTION 4.11 Litigation. Mortgagor shall promptly give notice in
writing to Mortgagee of any litigation commenced affecting Mortgagor or the
Premises.

         SECTION 4.12 Tax Receipts. Subject to the provisions of the Loan
Agreement and of Section 4.7 hereof, Mortgagor shall exhibit to Mortgagee,
within ten (10) days after written demand made therefor, bills (which shall be
receipted from and after the date receipted bills are obtainable) showing the
payment to the extent then due of all taxes, assessments (including those
payable in periodic installments), water rates, sewer rates, and/or any other
Imposition that may have become a lien upon the Premises.

         SECTION 4.13 FIRPTA Affidavit.

                  (a) Mortgagor hereby represents and warrants to Mortgagee,
under penalties of perjury, that:

                           (i) The Mortgagor's U.S. Taxpayer Identification
Number is 11-3440066;

                           (ii) Mortgagor's business address is c/o Cedar Bay
Realty Advisors, Inc., 44 South Bayles Avenue, Suite 304, Port Washington, New
York 11050; and

                                       18
<PAGE>

                           (iii) Mortgagor is not a "foreign person" within the
meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as
amended (together with the regulations promulgated thereunder, the "Tax Code")
(i.e., Mortgagor is not a nonresident alien, foreign corporation, foreign
partnership, foreign trust or foreign estate as those terms are defined in the
Tax Code and regulations promulgated thereunder) and shall deliver to Mortgagee
an affidavit to such effect.

         Mortgagor agrees to indemnify, defend, protect and hold Mortgagee and
Mortgagee's agents harmless of, from and against any and all loss, liability,
costs, damages, claims or causes of action including, without limitation,
attorneys' fees, costs and expenses which may arise or be incurred by Mortgagee
or Mortgagee's agents by reason of any failure of any representation or warranty
made by Mortgagor in this Section 4.13 to be true and correct in all respects,
including, without limitation, any liability for failure to withhold any amount
required under Section 1445 of the Tax Code in the event of foreclosure or other
transfer of the Premises.

                  (b) In the event of any transfer by Mortgagor of its rights
hereunder or of any interest in the Premises as otherwise permitted hereunder or
under the Loan Agreement, such transferee shall, as an additional condition to
such transfer, under penalty of perjury, execute and deliver to Mortgagee an
affidavit substantially in the form as required by Section 4.13(a)(iii) hereof.

         SECTION 4.14 Tax Service Contract. Upon the request of Mortgagee,
Mortgagee shall be furnished, at Mortgagor's sole expense, a tax service
contract in form satisfactory to Mortgagee issued by a tax reporting agency
satisfactory to Mortgagee, which contract shall remain in force until
indefeasible discharge in full of the Obligations.

         SECTION 4.15 Liens. Subject to the provisions of Section 10.17 hereof,
Mortgagor shall pay and promptly discharge, at Mortgagor's cost and expense, all
liens or encumbrances upon the Premises, or any part thereof or interest
therein, other than the Permitted Encumbrances and liens for Impositions which
are not yet due and payable. Mortgagor shall have the right to contest in good
faith the validity of any such lien or encumbrance, provided Mortgagor shall
first deposit with Mortgagee or a court of competent jurisdiction a bond or
other security satisfactory to Mortgagee in such amounts as Mortgagee shall
require, and provided further that Mortgagor shall diligently proceed to cause
such liens or encumbrances to be removed and discharged within thirty (30) days
of the filing of such liens. If Mortgagor shall fail to discharge any such lien
or encumbrance, then, in addition to any other right or remedy of Mortgagee,
Mortgagee may, but shall not be obligated to, at Mortgagor's sole cost and
expense, discharge the same, either by paying the amount claimed to be due, or
by procuring the discharge of such lien or encumbrance by depositing in court a
bond for the amount claimed or otherwise giving security for such lien or
encumbrance, or in such manner as is or may be prescribed by law.

         SECTION 4.16 Inspection. Mortgagor shall permit Mortgagee, upon
reasonable prior notice, from time to time to enter upon and inspect, during
normal business hours, the Premises and the construction, alteration and
operation thereof, for such purposes deemed necessary by Mortgagee (it being


                                       19
<PAGE>

agreed by Mortgagor that Mortgagee's good faith belief of the existence of a new
or previously undisclosed release or threatened release of any Hazardous
Substances (as hereinafter defined) into, onto, beneath or from the Premises and
Mortgagee's good faith belief in the violation of applicable law by a release or
threatened release of Hazardous Substances into, onto, beneath or from the
Premises both shall be conclusively deemed reasonable and shall each constitute
an independently sufficient basis for such inspection); provided, however, that
no such prior notice shall be necessary and such inspection may occur at any
time if Mortgagee reasonably believes that an emergency exists or is imminent,
and provided further that no such prior notice shall be necessary if the giving
or delivery of such notice is prohibited or stayed by applicable law.

                                   ARTICLE V

                           Casualties and Condemnation

         SECTION 5.1 Casualties. Mortgagor will notify Mortgagee in writing
promptly after any loss or damage caused by fire or other casualty to the
Premises which is reasonably estimated by Mortgagor to require in excess of
$25,000.00 to repair. The terms and provisions of Section 5.6 of the Loan
Agreement, which are incorporated herein by this reference as though set forth
at length herein, mutatis mutandis, shall govern the payment and disposition of
insurance proceeds following the occurrence of any such loss, as well as
Mortgagee's right to file and prosecute claims in respect thereof.

         SECTION 5.2 Condemnation. Mortgagor, promptly upon receiving notice of
the institution of any proceedings for the condemnation of the entire Premises
or any portion thereof, will notify Mortgagee of the pendency of such
proceedings. The terms and provisions of Section 5.7 of the Loan Agreement,
which are incorporated herein by this reference as though set forth at length
herein, mutatis mutandis, shall govern the payment and disposition of the
proceeds of any award or compensation received in connection with any such
condemnation proceedings, as well as Mortgagee's right to file and prosecute
claims in respect thereof.

                                   ARTICLE VI

                    Additional Advances; Expenses; Indemnity

         SECTION 6.1 Additional Advances and Disbursements. Mortgagor agrees
that, if Mortgagor shall default in any of its obligations hereunder to pay any
amount or to perform any action, including, without limitation, its obligation
under Section 4.7 hereof to pay Impositions and under Section 4.5 hereof to
procure, maintain and pay premiums on the insurance policies referred to
therein, then Mortgagee shall have the right, but not the obligation, subject to
Mortgagee's obligations under Section 7.27 of the Loan Agreement, in Mortgagor's
name or in its own name, and upon five (5) Business Days prior written notice to


                                       20
<PAGE>

Mortgagor, to advance all or any part of such amounts or to perform any or all
such actions, and, for such purpose Mortgagor expressly grants to Mortgagee, in
addition and without prejudice to any other rights and remedies hereunder, the
right to enter upon and take possession of the Premises to such extent and as
often as Mortgagee may deem necessary or desirable to prevent or remedy any such
default. No such advance or performance shall be deemed to have cured such
default by Mortgagor or any Event of Default with respect thereto. All sums so
advanced and all expenses incurred by Mortgagee in connection with such advances
or actions, and all other sums advanced or expenses incurred by Mortgagee
hereunder or under applicable law shall be deemed obligations owing by Mortgagor
to Mortgagee and shall bear interest, from the date paid or incurred until paid,
at the Default Rate. All such amounts advanced or incurred, and all such
interest thereon, shall be part of the Obligations and shall be secured by this
Mortgage. Mortgagee, upon making any such advance, shall be subrogated to all of
the rights of the Person receiving such advance.

         SECTION 6.2 Other Expenses.

                  (a) Mortgagor shall pay all costs, charges and expenses as set
forth in the Loan Agreement and the other Loan Documents.

                  (b) Mortgagor shall pay or, on demand, reimburse Mortgagee for
the payment of any costs or expenses (including, without limitation, reasonable
attorneys' fees and disbursements) incurred or expended in connection with or
incidental to (i) any request made by Mortgagor for the consent of Mortgagee to
any action proposed to be taken by Mortgagor, (ii) any Event of Default under
the Note, the Loan Agreement, any other Loan Document or hereunder or (iii)
after the occurrence of an Event of Default, the exercise or enforcement by or
on behalf of Mortgagee or any holder of the Obligations of any of its rights or
remedies or Mortgagor's obligations or the obligations of any other Person under
the Note, the Loan Agreement, any other Loan Document or this Mortgage,
including, without limitation, the enforcement, compromise or settlement of this
Mortgage or the Obligations or the defense, assertion of the rights and claims
of Mortgagee or any holder of the Obligations hereunder in respect thereof, by
litigation or otherwise.

         SECTION 6.3 Indemnity.

                  (a) Mortgagor agrees to indemnify and hold harmless Mortgagee
and the holders of the Obligations from and against any and all losses,
liabilities, suits, obligations, fines, damages, judgments, penalties, claims,
charges, costs and expenses (including, without limitation, reasonable
attorneys' fees and disbursements) which may be imposed on, incurred or paid by
or asserted against Mortgagee or any holder of the Obligations by reason or on
account of, or in connection with any of the following, except to the extent
arising from Mortgagee's gross negligence or willful misconduct: (i) any Event
of Default under the Note, the Loan Agreement, any other Loan Document or
hereunder; (ii) Mortgagee's or any such holder's exercise of any of its rights
and remedies, or the performance of any of its duties, under the Note, the Loan
Agreement, any other Loan Document or hereunder after the occurrence of an Event
of Default; (iii) the construction, reconstruction or alteration of the


                                       21
<PAGE>

Improvements; (iv) any negligence or willful misconduct of Mortgagor, or any of
its Affiliates, agents, contractors, subcontractors, servants, or employees; (v)
any accident, injury, death or damage to any Person or property occurring in, on
or about the Premises or any street, drive, sidewalk, curb or passageway
adjacent thereto; or (vi) any other transaction involving Mortgagor arising out
of or in any way connected with the Premises, the Note, the Loan Agreement, any
other Loan Document or this Mortgage. Any amount payable to Mortgagee or such
holder under this Section 6.3 shall be deemed a demand obligation, shall be part
of the Obligations, and shall be secured by this Mortgage.

                  (b) Mortgagor's obligations under this Section 6.3 shall not
be affected by the absence or unavailability of insurance covering the same or
by the failure or refusal by any insurance carrier to perform any obligation on
its part under any such policy of insurance. If any claim, action or proceeding
is made or brought against Mortgagee or any holder of the Obligations which is
subject to the indemnity set forth in this Section 6.3, Mortgagor shall, upon
notice thereof by Mortgagee, resist or defend against the same, if necessary in
the name of Mortgagee or such holder, by attorneys for Mortgagor's insurance
carrier (if the same is covered by insurance) or otherwise by attorneys
reasonably approved by Mortgagee. In the alternative, Mortgagee and such holder
may elect to conduct their own defense through counsel of their own choosing,
and at the expense of the Mortgagor, if (i) Mortgagee and such holder reasonably
determine that the conduct of its defense by Mortgagor presents a conflict or
potential conflict between the Mortgagor and Mortgagee that would make separate
representation advisable or otherwise could be prejudicial to its interests,
(ii) Mortgagor refuses to defend or (iii) Mortgagor shall have failed, in
Mortgagee's reasonable judgment, to diligently defend such claim. Mortgagor may
settle any claim against Mortgagee and such holder without Mortgagee and such
holder's consent, provided that (A) such settlement is without any liability,
cost or expense whatsoever to Mortgagee and such holder, (B) the settlement does
not include or require any admission of liability or culpability by Mortgagee
and such holder under any Legal Requirement, whether criminal or civil in
nature, and (C) Mortgagor obtains an effective written release of liability for
Mortgagee and such holder from the party to the claim with whom such settlement
is being made, which release must be reasonably acceptable to Mortgagee and such
holder, and a dismissal with prejudice with respect to all claims made by the
party with whom such settlement is being made, with respect to any pending legal
action against Mortgagee and such holder in connection with such claim. If
Mortgagee and such holder are conducting their own defense as provided above,
Mortgagor shall be responsible for any good faith settlement of such claim
entered into by Mortgagee and such holder shall not be required to obtain
Mortgagor's consent to any such settlement. Nothing contained herein shall be
construed as requiring Mortgagee or such holder to expend funds or incur costs
to defend any claim in connection with the matters for which Mortgagee and such
holder are entitled to indemnification pursuant to this Section 6.3. Mortgagee
shall, if being represented by Mortgagor's counsel, reasonably cooperate with
such counsel.

         SECTION 6.4 Interest After Default. If any payment due hereunder or
under the Note or under the Loan Agreement is not paid in full when due (subject
to any applicable grace periods), whether on a stated due date, any


                                       22
<PAGE>

accelerated due date or on demand or at any other time specified under any of
the provisions hereof or thereof, then the same shall bear interest hereunder at
the Default Rate from the due date until paid, and such interest shall be added
to and become a part of the Obligations and shall be secured by this Mortgage.

                                  ARTICLE VII

                        Sale or Transfer of the Premises

         SECTION 7.1 Continuous Ownership. Mortgagor acknowledges that the
continuous ownership of the Premises by Mortgagor is of a material nature to the
transaction and Mortgagee's agreement to create the Obligations. Mortgagor
hereby remakes and reaffirms its covenant and agreement set forth in Section 4.2
of the Loan Agreement not to make, or suffer or permit to occur, any Transfer
except a Permitted Transfer, except upon Mortgagee's prior written consent, in
each instance, as expressly provided in the Loan Agreement.

         SECTION 7.2 No Cooperative or Condominium. Mortgagor shall not convert
the ownership of the Premises, or any portion thereof, to a condominium form of
ownership, nor operate or permit the Premises to be operated as a cooperative or
condominium building or buildings in which the tenants or occupants participate
in the ownership, control or management of the Premises or any part thereof, as
tenant stockholders or otherwise.

                                  ARTICLE VIII

                              Defaults and Remedies

         SECTION 8.1 Events of Default. The term "Event of Default," as used in
this Mortgage, shall mean the occurrence of any of the following events:

                  (a) if there shall occur a default or Event of Default (or any
term or terms of similar import) under the Loan Agreement or under any other
Loan Document, and such default or event of default shall have continued beyond
the expiration of any cure or grace period, if any, expressly specified in the
Loan Agreement or such other Loan Document, as applicable; or

                  (b) if any claim of priority to this Mortgage or any other
Loan Document by title, lien or otherwise shall be upheld by any court of
competent jurisdiction or shall be consented to by Mortgagor; or

                  (c) if any of the Loan Documents, at any time after their
respective execution and delivery and for any reason shall cease to be in full
force and effect or be declared null and void, or the validity or enforceability
thereof shall be contested by Mortgagor or any other Person obligated thereon or
bound thereby, or Mortgagor or any other Person obligated thereon or bound
thereby shall deny in writing that Mortgagor or such other Person has any or
further liability or obligation under any of the Loan Documents; or

                                       23
<PAGE>

                  (d) if this Mortgage, at any time after its execution and
delivery and for any reason shall cease to constitute a valid and subsisting
first priority lien and/or valid and first priority perfected security interest
in and to the Premises; or

                  (e) if any other event occurs which, under the terms hereof,
or under any other Loan Document, would permit Mortgagee to accelerate the
Obligations.

         SECTION 8.2 Remedies. Upon the occurrence of any one or more Events of
Default, Mortgagee may (but shall not be obligated to), in addition to any
rights or remedies available to it under this Mortgage, the Note, the Loan
Agreement, or any other Loan Document, take such action personally or by its
agents or attorneys, with or without entry, and without notice, demand,
presentment or protest (each and all of which are hereby waived by Mortgagor, to
the extent permitted by applicable law), as Mortgagee deems necessary or
advisable to protect and enforce its rights and remedies against Mortgagor and
in and to the Premises, including, without limitation, the following actions,
each of which, subject to applicable law, may be pursued concurrently or
otherwise, at such time and in such order as Mortgagee may determine, in its
sole discretion, without impairing or otherwise affecting its or their other
rights or remedies:

                  (a) declare the entire balance of the Obligations (including
the entire principal balance thereof, all accrued and unpaid interest and any
premium thereon and all other such sums secured hereby) to be immediately due
and payable, and upon any such declaration the entire unpaid balance of the
Obligations shall become and be immediately due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by Mortgagor, to the extent permitted by applicable law,
anything in the Note, in any Loan Document or herein to the contrary
notwithstanding; or

                  (b) institute a proceeding or proceedings for the complete
foreclosure of this Mortgage against the Premises or any part thereof under any
applicable provision of law; or

                  (c) to the extent permitted by applicable law, institute a
proceeding or proceedings for the partial foreclosure of this Mortgage against
the Premises or any part thereof under any applicable provision of law for the
portion of the Obligations then due and payable, subject to the lien of this
Mortgage continuing unimpaired and without loss of priority so as to secure the
balance of the Obligations not then due and payable; or

                  (d) to the extent and in the manner permitted by applicable
law, sell or cause to be sold the Premises or any part thereof, and all estate,
right, title, interest, claim and demand of Mortgagor therein, and all rights of
redemption thereof, at one or more sales, in an entirety or in parcels, with
such elements of real and/or personal property (and, to the extent permitted by
applicable law, may elect to deem all of the Premises or any part thereof to be


                                       24
<PAGE>

real property for purposes thereof), and at such time and place and upon such
terms as it may deem expedient, or as may be required by applicable law, and in
the event of a sale, by foreclosure or otherwise, of less than all of the
Premises, this Mortgage shall continue as a lien and security interest on the
remaining portion of the Premises; or

                  (e) institute an action, suit or proceeding in equity for the
specific performance of any of the provisions contained in the Note, in any Loan
Document or herein; or

                  (f) to the extent permitted by applicable law, sue and recover
a judgment on the Obligations, as the same become due and payable, or on account
of any default or defaults under any Loan Document or hereunder; or

                  (g) apply for the appointment of a receiver, custodian,
liquidator or conservator of the Premises, to be invested with the fullest
powers permitted under applicable law, as a matter of right and without regard
to or the necessity to disprove the adequacy of the security for the Obligations
or the solvency of Mortgagor or any other Person liable for the payment of the
Obligations, and Mortgagor and each other Person so liable waives or shall be
deemed to have waived such necessity and consents or shall be deemed to have
consented to such appointment, to the extent permitted by applicable law; or

                  (h) subject to the provisions and restrictions of any
applicable law, enter upon the Premises or any part thereof and exclude
Mortgagor and its agents and servants wholly therefrom, without liability for
trespass, damages or otherwise, and take possession of all books, records and
accounts relating thereto, and Mortgagor agrees to surrender possession of the
Premises and of such books, records and accounts to Mortgagee on demand after
the occurrence of any Event of Default; and having and holding the same may use,
operate, manage, preserve, control and otherwise deal therewith and conduct the
business thereof, either personally or by its superintendents, managers, agents,
servants, attorneys or receivers, without interference from Mortgagor; and upon
each such entry and from time to time thereafter, at the expense of Mortgagor
and the Premises, without interference by Mortgagor and as it may deem
advisable, (i) either by purchase, repair or construction, may maintain and
restore the Premises, (ii) may insure or reinsure the same, (iii) may make all
necessary or proper repairs, renewals, replacements, alterations, additions,
betterments and improvements thereto and thereon, (iv) may complete the
construction of the Improvements and, in the course of such completion, may make
such changes in the contemplated or completed Improvements as it may deem
advisable, and (v) may in every such case in connection with the foregoing have
the right to exercise all rights and powers of Mortgagor with respect to the
Premises, either in Mortgagor's name or otherwise, including, without
limitation, the right to make, cancel, enforce or modify Leases, obtain and
evict tenants and subtenants on such terms as Mortgagee shall deem advisable; or

                  (i) subject to the provisions and restrictions of any
applicable law, with or without the entrance upon or taking possession of the
Premises or any part thereof collect and receive all Rents and any other
earnings, revenues, rents, issues, profits, income and cash collateral derived


                                       25
<PAGE>

from the Premises or any part thereof and after deducting therefrom all costs
and expenses of every character incurred by Mortgagee in collecting the same and
in using, operating, managing, preserving and controlling the Premises, and
otherwise in exercising Mortgagee's rights under clause (h) immediately above,
including, without limitation, all amounts necessary to pay Impositions,
insurance premiums and other charges in connection with the Premises, as well as
reasonable compensation for the services of Mortgagee and its attorneys, agents
and employees, apply the remainder as provided in Section 8.5 hereof; or

                  (j) release any portion of the Premises for such consideration
as Mortgagee may require without, as to the remainder of the Premises, in any
way impairing or affecting the lien or priority of this Mortgage, or improving
the position of any subordinate lienholder with respect thereto, except to the
extent that the Obligations shall have been reduced by the actual monetary
consideration, if any, received by Mortgagee for such release, and may accept by
assignment, pledge or otherwise any other property in place thereof as Mortgagee
may require without being accountable for so doing to any other lienor; or

                  (k) take all actions permitted under the Uniform Commercial
Code of any state in which any portion of the Premises or the Collateral are
located; or

                  (l) take any other action, or pursue any other right or
remedy, as Mortgagee may have under applicable law, and Mortgagor does hereby
grant the same to Mortgagee.

         In the event that Mortgagee shall exercise any of the rights or
remedies set forth in clauses (h) and (i) of this Section 8.2, Mortgagee shall
not be deemed to have entered upon or taken possession of the Premises except
upon the exercise of its option to do so, evidenced by its demand and overt act
for such purpose, nor shall Mortgagee be deemed a mortgagee in possession by
reason of such entry or taking possession. Mortgagee shall not be liable to
account for any action taken pursuant to any such exercise other than for rents
actually received by Mortgagee, nor liable for any loss sustained by Mortgagor
resulting from any failure to let the Premises, or from any other act or
omission of Mortgagee, except to the extent such loss is caused by Mortgagee's
gross negligence or willful misconduct. Mortgagor hereby consents to, ratifies
and confirms the exercise by Mortgagee of said rights and remedies, and appoints
Mortgagee as its attorney-in-fact, which appointment shall be deemed to be
coupled with an interest and is irrevocable for such purposes.

         SECTION 8.3 Expenses. In any suit to foreclose this Mortgage or enforce
any other remedy of Mortgagee under the Note, the Loan Agreement, any other Loan
Document or hereunder, there shall be allowed and included as an addition to and
a part of the Obligations in the decree for sale or other judgment or decree,
all reasonable expenditures and expenses which may be paid or incurred in
connection with the exercise by Mortgagee of any of its rights and remedies
provided or referred to in Section 8.2 hereof. All such expenditures and
expenses shall be secured by this Mortgage, as permitted by applicable law.

                                       26
<PAGE>

         SECTION 8.4 Rights Pertaining to Sales. The following provisions shall
apply to any sale or sales of all or any portion of the Premises under or by
virtue of this Article VIII, whether made under the power of sale herein granted
or by virtue of judicial proceedings or of a judgment or decree of foreclosure
and sale:

                  (a) Mortgagee may conduct any number of sales from time to
time. The power of sale set forth in Section 8.2(d) hereof shall not be
exhausted by any one or more such sales as to any part of the Premises which
shall not have been sold, nor by any sale which is not completed or is defective
in Mortgagee's opinion, until the Obligations shall have been paid in full.

                  (b) Any sale may be postponed or adjourned by public
announcement at the time and place appointed for such sale or for such postponed
or adjourned sale without further notice, as permitted by applicable law.

                  (c) After each sale, Mortgagee or any officer of any court
empowered to do so, shall execute and deliver to the purchaser or purchasers at
such sale a good and sufficient instrument or instruments granting, conveying,
assigning and transferring all right, title and interest of Mortgagor in and to
the property and rights sold and shall receive the proceeds of said sale or
sales and apply the same as herein provided. Mortgagee is hereby appointed the
true and lawful attorney-in-fact of Mortgagor, which appointment is irrevocable
and shall be deemed to be coupled with an interest in Mortgagor's name and
stead, to make all necessary conveyances, assignments, transfers and deliveries
of the property and rights so sold, and for that purpose Mortgagee may execute
all necessary instruments of conveyance, assignment, transfer and delivery, or
may substitute one or more Persons with like power, Mortgagor hereby ratifying
and confirming all that said attorney or such substitute or substitutes shall
lawfully do by virtue thereof. Nevertheless, Mortgagor, if requested by
Mortgagee, shall ratify and confirm any such sale or sales by executing and
delivering to such purchaser or purchasers all such instruments as may be
advisable, in Mortgagee's judgment, for the purposes designated in such request.

                  (d) Any and all statements of fact or other recitals made in
any of the instruments referred to in clause (c) immediately above given by
Mortgagee as to nonpayment of the Obligations, or as to the occurrence of any
Event of Default, or as to Mortgagee having declared all or any of the
Obligations to be due and payable, or as to the request to sell, or as to notice
of time, place and terms of sale and of the property or rights to be sold having
been duly given, or as to any other act or thing having been duly done by
Mortgagee, shall be taken as prima facie evidence of the truth of the facts so
stated and recited. Mortgagee may appoint or delegate any one or more Persons as
agent to perform any act or acts necessary or incident to any sale so held,
including, without limitation, the posting of notices and the conduct of sale,
but in the name and on behalf of Mortgagee.

                  (e) The receipt of Mortgagee of the purchase money paid at any
such sale, or the receipt of any other Person authorized to give same, shall be
sufficient discharge therefor to any purchaser of any property or rights sold as
aforesaid, and no such purchaser, or its representatives, grantees or assigns,


                                       27
<PAGE>

after paying such purchase price and receiving such receipt shall be bound to
see to the application of such purchase price or any part thereof upon or for
any trust or purpose of this Mortgage or, in any manner whatsoever, be
answerable for any loss, misapplication or nonapplication of any such purchase
money, or part thereof, or be bound to inquire as to the authorization,
necessity, expediency or regularity of any such sale.

                  (f) Any such sale or sales and the expiration of any
applicable redemption period shall operate to divest all of the estate, right,
title, interest, claim and demand whatsoever, whether at law or in equity, of
Mortgagor in and to the properties and rights so sold, and shall be a perpetual
bar both at law and in equity against Mortgagor and any and all Persons claiming
or who may claim the same, or any part thereof, by, through or under Mortgagor
to the fullest extent permitted by applicable law.

                  (g) Upon any such sale or sales, Mortgagee or any holder of
the Obligations may bid for and acquire the Premises and, in lieu of paying cash
therefor, may make settlement for the purchase price by crediting against the
Obligations the amount of the bid made therefor, after deducting therefrom the
expenses of the sale, the cost of any enforcement proceeding hereunder and any
other sums which Mortgagee is authorized to deduct under the terms hereof and
pursuant to applicable law, to the extent necessary to satisfy such bid.

                  (h) In the event that Mortgagor, or any Person claiming by,
through or under Mortgagor, shall transfer or refuse or fail to surrender
possession of the Premises after any sale thereof, then Mortgagor or such Person
shall be deemed a tenant at sufferance of the purchaser at such sale subject to
eviction by means of forcible entry and unlawful detainer proceedings, or
subject to any other right or remedy available hereunder or under applicable
law.

                  (i) Upon any such sale, it shall not be necessary for
Mortgagee or any public officer acting under execution or order of court to have
present or constructively in its possession any or all of the Premises.

                  (j) In the event of any sale referred to in this Section 8.4,
all of the Obligations, if not previously due and payable, immediately thereupon
shall, notwithstanding anything to the contrary in the Note or herein or in any
other Loan Document, become due and payable.

                  (k) In the event a sale referred to in this Section 8.4 shall
be commenced by Mortgagee, Mortgagee may, at any time before the sale of the
Premises, abandon the sale, and may institute suit for the foreclosure of this
Mortgage, or in the event that Mortgagee should institute a suit for the
foreclosure of this Mortgage, Mortgagee may at any time before the entry of
final judgment in said suit dismiss the same and sell the Premises in accordance
with the provisions of this Mortgage.

                                       28
<PAGE>

         SECTION 8.5 Application of Proceeds. The purchase money, proceeds or
avails of any sale referred to in Section 8.4 hereof, together with any other
sums which may be held by Mortgagee hereunder, whether under the provisions of
this Article VIII or otherwise, shall be applied in such order as Mortgagee in
its sole and absolute discretion may elect, which application may, without
limiting the generality of the foregoing, be made to the following items:

                  (a) To the payment of the reasonable costs and expenses of any
such sale, including, without limitation, compensation to Mortgagee, its agents
and counsel, and of any judicial proceeding wherein the same may be made, and of
all expenses, liabilities and advances made or incurred by Mortgagee hereunder,
together with interest thereon as provided herein or in the other Loan
Documents, and all taxes, assessments and other charges, except any taxes,
assessments or other charges subject to which the Premises or any part thereof
shall have been sold.

                  (b) To the payment in full of the Obligations (including,
without limitation, principal, interest, premium and fees in such order as
Mortgagee may elect).

                  (c) To the payment of any other sums secured hereunder or
required to be paid by Mortgagor pursuant to any provision of this Mortgage, the
Note, the Loan Agreement, or any other Loan Document.

                  (d) To the extent permitted by applicable law, to be set aside
by Mortgagee as adequate security in its judgment for the payment of sums which
would have been paid by application under clauses (a) through (c) immediately
above, inclusive, to Mortgagee, arising out of an obligation or liability with
respect to which Mortgagor has agreed to indemnify it, but which sums are not
yet due and payable or liquidated.

Only after the foregoing items have been paid shall the surplus, if any, be
applied to whomsoever may be lawfully entitled to receive the same.

         SECTION 8.6 Additional Provisions as to Remedies.

                  (a) No right or remedy herein conferred upon or reserved to
Mortgagee is intended to be exclusive of any other right or remedy, and each and
every such right or remedy shall be cumulative and continuing, shall be in
addition to every other right or remedy given under the Note, under the Loan
Agreement, under any Loan Document or hereunder or now or hereafter existing at
law or in equity, and may be exercised from time to time and as often as may be
deemed expedient by Mortgagee.

                  (b) No delay or omission by Mortgagee to exercise any right or
remedy hereunder upon an Event of Default shall impair any such exercise, or be
construed to be a waiver of any such Event of Default or an acquiescence
therein.

                                       29
<PAGE>

                  (c) The failure, refusal or waiver by Mortgagee of its right
to assert any right or remedy hereunder upon any Event of Default or other
occurrence shall not be construed as waiving such right or remedy upon any other
or subsequent Event of Default or other occurrence.

                  (d) Mortgagee shall not have any obligation to pursue any
rights or remedies it may have under any other agreement prior to pursuing its
rights or remedies under the Note, under the Loan Agreement, under any Loan
Document or hereunder.

                  (e) To the extent permitted by applicable law, no recovery of
any judgment by Mortgagee and no levy of an execution upon the Premises or any
other property of Mortgagor shall affect, in any manner or to any extent, the
lien and security interest of this Mortgage upon the Premises, or any liens,
rights, powers or remedies of Mortgagee hereunder or under any of the other Loan
Documents, and such liens, rights, powers and remedies shall continue unimpaired
as before.

                  (f) Mortgagee may resort to any security given by this
Mortgage or any other security now given or hereafter existing to secure the
Obligations, in whole or in part, in such portions and in such order as
Mortgagee may deem advisable, and no such action shall be construed as a waiver
of any of the liens, rights or benefits granted hereunder.

                  (g) Acceptance of any payment after the occurrence of an Event
of Default shall not be deemed a waiver or a cure of such Event of Default, and
acceptance of any payment less than any amount then due shall be deemed an
acceptance on account only.

                  (h) Except as otherwise clearly provided, nothing in the Note,
in the Loan Agreement, in any Loan Document or herein shall affect the
obligations of Mortgagor to pay the Obligations in the manner and at the time
and place herein or therein respectively expressed.

                  (i) In the event that Mortgagee shall have proceeded to
enforce any right or remedy hereunder by foreclosure, sale, entry or otherwise,
and such proceeding shall be discontinued, abandoned or determined adversely for
any reason, then Mortgagor and Mortgagee shall be restored to their former
positions and rights hereunder with respect to the Premises, subject to the lien
hereof.

         SECTION 8.7 Waiver of Rights and Defenses. To the full extent Mortgagor
may do so under applicable law, Mortgagor agrees with Mortgagee as follows:

                  (a) Mortgagor shall not have or assert any right under any
statute or rule of law providing for any appraisement, valuation, stay,
extension, moratorium, redemption, reinstatement or statute of limitations,
notice of intention to mature or declare due the whole of the obligations,
rights to a marshalling of the assets of Mortgagor, rights to a sale in inverse


                                       30
<PAGE>

order of alienation, to the administration of estates of decedents or to any
other matters whatsoever to defeat, reduce or affect any of the rights or
remedies of Mortgagee hereunder, including, without limitation, the rights of
Mortgagee hereunder to a sale of the Premises for the collection of the
Obligations without any prior or different resort for collection, or to the
payment of the Obligations out of the proceeds of sale of the Premises in
preference to any other Person.

                  (b) If any statute or rule of law referred to in this Section
8.7 and now in force, of which Mortgagor or any of its heirs, devisees,
representatives, successors or assigns and such other Persons claiming any
interest in the Premises might take advantage despite this Section 8.7, shall
hereafter be repealed or cease to be in force, such statute or rule of law shall
not thereafter be deemed to preclude the application of this Section 8.7.

                  (c) Mortgagor shall not be relieved of its obligation to pay
and/or perform, as applicable, the Obligations at the time and in the manner
provided in the Note, in the Loan Agreement, in any Loan Document or herein, nor
shall the lien, security interest or priority of this Mortgage or any Loan
Document be impaired by any of the following actions, non-actions or indulgences
by Mortgagee, each of which actions, non-actions or indulgences Mortgagee may,
in its sole discretion, take or refrain from taking:

                           (i) any failure or refusal by Mortgagee to comply
with any request by Mortgagor (A) to consent to any action by Mortgagor or (B)
to take any action to foreclose this Mortgage or otherwise enforce any of the
provisions of the Note, of the Loan Agreement, of any Loan Document or hereof;

                           (ii) any release, regardless of consideration, of any
part of the Premises or any other security for the Obligations, or any Person
liable for payment of the Obligations;

                           (iii) any waiver by Mortgagee of compliance by
Mortgagor with any provision of the Note, the Loan Agreement, any Loan Document
or this Mortgage, or consent by Mortgagee to the performance by Mortgagor of any
action which would otherwise be prohibited hereunder or thereunder, or to the
failure by Mortgagor to take any action which would otherwise be required
hereunder or thereunder; and

                           (iv) any agreement or stipulation between Mortgagee
and Mortgagor, or, with or without Mortgagor's consent, between Mortgagee and
any subsequent owner or owners of the Premises or any other security for the
Obligations, renewing, extending or modifying the time of payment or the terms
of the Note, the Loan Agreement, any Loan Document or this Mortgage (including,
without limitation, any and all modifications of any interest rate) and, in any
such event, Mortgagor shall continue to be obligated to pay and perform the
Obligations at the time and in the manner provided in the Note, in the Loan
Agreement, in the Loan Documents and herein, as so renewed, extended or
modified, unless expressly released and discharged in writing by Mortgagee.

                                       31
<PAGE>

         (d) Regardless of consideration, and without the necessity for any
notice to or consent by the holder of any subordinate lien, encumbrance, right,
title or interest in or to the Premises, Mortgagee may release any Person at any
time liable for the payment of the Obligations or any portion thereof or any
part of the security held for the Obligations and may extend the time of payment
or otherwise modify the terms of this Mortgage, the Note, the Loan Agreement,
and/or any Loan Document, including, without limitation, a modification of the
interest rate payable on the principal balance of the Note, without in any
manner impairing or affecting this Mortgage or the lien thereof or the priority
of this Mortgage, as so extended and/or modified, as security for the
Obligations over any such subordinate lien, encumbrance, right, title or
interest. To the extent permitted by applicable law, Mortgagee may resort for
the payment of the Obligations to any other security held by Mortgagee in such
order and manner as Mortgagee, in its discretion, may elect. Mortgagee may take
action to recover the Obligations, or any portion thereof, or to enforce any
covenant hereof or of the Note, or the Loan Agreement or any Loan Document
without prejudice to the right of Mortgagee thereafter to foreclose this
Mortgage. Mortgagee shall not be limited exclusively to the rights and remedies
herein stated but shall be entitled to every additional right and remedy now or
hereafter afforded by law or equity. The rights of Mortgagee under this Mortgage
shall be separate, distinct and cumulative and none shall be given effect to the
exclusion of the others. No act of Mortgagee shall be construed as an election
to proceed under any one provision herein to the exclusion of any other
provision.

         (e) Mortgagor hereby waives any claim, and agrees not to assert any
right, under any statute or rule of any Governmental Authority to the extent
applicable, which (i) might restrict Mortgagee from simultaneously commencing or
pursuing separate actions or proceedings on the Note, the Mortgage (including,
without limitation, any action or proceeding to foreclose the Mortgage) and any
of the other Loan Documents, (ii) would impose upon Mortgagee an obligation to
prosecute to completion any action or proceeding brought on the Note, the
Mortgage or any of the other Loan Documents before commencing or pursuing
additional actions or proceedings under such documents or (iii) would require or
impose upon Mortgagee an obligation to obtain a fair market valuation of any one
or more of the Premises or other Collateral foreclosed or otherwise realized
upon, whether by virtue of judicial proceedings or under a statutory power of
sale. Mortgagor hereby acknowledges and agrees that upon a foreclosure sale or
other realization upon any of the Premises or other Collateral, Mortgagor shall
not be entitled to a credit against the indebtedness and obligations due and
owing under the Loan in an amount equal to the fair market value of the Premises
or other Collateral sold, but, rather, Mortgagor shall be entitled to a credit
in an amount equal to the amount bid at such sale(s) and actually realized upon
by Mortgagee (which shall include any amounts credit bid by Mortgagee). If any
of the indebtedness and obligations due and owing under the Loan are partially
paid or discharged by reason of the exercise of any of the remedies available to
Mortgagee, this Mortgage shall nevertheless remain in full force and effect, and
Mortgagor and/or Guarantor, as the case may be, shall remain liable for, and all
of the Premises and other Collateral not otherwise sold as provided herein or in
the other Loan Documents shall continue to secure, all Obligations.

                                       32
<PAGE>

                                   ARTICLE IX

                                   Defeasance

         SECTION 9.1 Defeasance. If (a) the Obligations shall be fully
satisfied, (b) an Allowed Sale in accordance with the Loan Agreement occurs or
(c) an Allowed Financing in accordance with the Loan Agreement occurs, then and
in any of the aforementioned events this Mortgage shall be canceled and
surrendered. In such event, Mortgagee shall, at the request of Mortgagor and at
Mortgagor's cost and expense, to evidence such cancellation, promptly deliver to
Mortgagor, in recordable form, all such documents as shall be necessary to
release the Premises from the liens, security interests, conveyances and
assignments evidenced hereby and by the other Loan Documents, as applicable;
provided, however, that Mortgagee shall, upon request in connection with the
full satisfaction of the Obligations, cause this Mortgage to be assigned to such
assignee as shall be requested by Mortgagor at Mortgagor's cost and expense;
provided, however, that such assignment shall be without representation or
warranty by, or recourse to, Mortgagee except that Mortgagee shall represent
that that it is the sole owner hereof and as to the then outstanding principal
balance secured hereby.

                                   ARTICLE X

                              Additional Provisions

         SECTION 10.1 Provisions as to Payments, Advances.

                  (a) All payments of the Obligations shall be made in such
lawful money of the United States of America as shall be legal tender for
payment of all debts, public and private, at the time of payment, shall be made
in the manner expressly designated therefor or, if no such designation is made,
at the address of Mortgagee indicated in Section 10.4 hereof, or at such other
place as Mortgagee may designate from time to time.

                  (b) If any of the Obligations cannot lawfully be secured by
this Mortgage, or if any part of the Premises cannot lawfully be subject to the
lien and security interest hereof, to the full extent of said obligations, then
all payments made thereon shall be applied first in discharge of that portion
thereof which is unsecured by this Mortgage.

                  (c) To the extent that any of the Obligations are used to pay
indebtedness secured by any outstanding lien, security interest or charge
against the Premises or to pay in whole or in part the purchase price therefor,
Mortgagee shall be subrogated to any and all rights, security interests and
liens held by any owner or holder of the same, whether or not the same are
released. Mortgagor agrees that, in consideration of such payment by Mortgagee,
Mortgagor hereby waives and releases all demands, defenses and causes of action
for offsets and payments with respect to the same.

                                       33
<PAGE>

                  (d) Any payment made under this Mortgage by any Person at any
time liable for the payment of the Obligations, or by any subsequent owner of
the Premises, or by any other Person whose interest in the Premises might be
prejudiced in the event of a failure to make such payment, or by any partner,
member, stockholder, officer or director thereof, shall be deemed, as between
Mortgagee and all such Persons, to have been made on behalf of all such Persons.

         SECTION 10.2 Usury Savings Clause. All agreements in the Note, in the
Loan Agreement, in any Loan Document or herein are expressly limited so that in
no contingency or event whatsoever, whether by reason of advancement or
acceleration of maturity of the Obligations, or otherwise, shall the amount paid
or agreed to be paid hereunder for the use, forbearance or detention of money
exceed the highest lawful rate permitted under applicable usury laws. If, from
any circumstance whatsoever, fulfillment of any provision of the Note, of the
Loan Agreement, of any Loan Document or hereof, at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by law which a court of competent jurisdiction may deem applicable
hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the
limit of such validity and if, from any circumstance whatsoever, Mortgagee shall
ever receive as interest an amount which would exceed the highest lawful rate,
the receipt of such excess shall be deemed a mistake and shall be canceled
automatically or if theretofore paid, such excess shall be credited against the
principal amount of the Obligations to which the same may lawfully be credited,
and any portion of such excess not capable of being so credited shall be rebated
to the Mortgagor. All sums paid or agreed to be paid to the holder hereof for
the use, forbearance or detention of the indebtedness of the Mortgagor to the
holder hereof shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of such indebtedness
until payment in full so that the actual rate of interest on account of such
indebtedness is uniform throughout the actual term of the loan or does not
exceed the highest lawful rate permitted by applicable law throughout the entire
term of such loan, as appropriate.

         SECTION 10.3 Separability. If, in any jurisdiction, all or any portion
of any provision of the Note, the Loan Agreement, any Loan Document or this
Mortgage shall be held to be invalid, illegal or unenforceable in any respect,
then, at Mortgagee's option, such invalidity, illegality or unenforceability
shall not affect any other provision thereof or hereof, and such provision shall
be limited and construed in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion thereof were not contained therein or herein.

         SECTION 10.4 Notices. Unless otherwise provided for herein, all
notices, demands, consents, approvals, directions, requests, agreements or other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given (a) when delivered, if delivered personally or by
facsimile transmission (provided that all notices and other communications sent
by facsimile transmission shall, in order to be deemed duly given, also be sent
by the other method under clause (b) of this Section 10.4), or (b) on the
following business day, if sent by overnight mail or nationally recognized
prepaid courier, in each case to the parties at the following addresses or at
such other addresses or shall be specified by like notice:

                                       34
<PAGE>

                  If to Mortgagor:

                           Cedar Income Fund Partnership, L.P.
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, New York 11050
                           Attn:   Brenda J. Walker
                           Fax:    (516) 767-6497
                           Phone:  (516) 883-5577 x 524

                  with a copy to:

                           Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, New York 11050
                           Attn:   Stuart H. Widowski, Esq.
                           Fax:    (516) 767-6497
                           Phone:  (516) 944-4529

                  If to Mortgagee:

                           SWH Funding Corp.
                           Two University Plaza
                           Hackensack, New Jersey 07601
                           Attn:   Mr. Sanford S. Herrick
                           Fax:    (201) 343-1523
                           Phone:  (201) 343-3222

                  with a copy to:

                           Solomon and Weinberg LLP
                           685 Third Avenue
                           New York, New York  10017
                           Attn:   Howard R. Shapiro, Esq.
                           Fax:    (212) 605-0999
                           Phone:  (212) 605-1000

         SECTION 10.5 Right to Deal. In the event that ownership of the Premises
becomes vested in a Person other than Mortgagor, Mortgagee may, without notice
to Mortgagor, deal with such successor or successors in interest with reference
to this Mortgage or the Obligations in the same manner as with Mortgagor,
without in any way vitiating or discharging Mortgagor's liability hereunder or
for the payment of the Obligations or being deemed a consent to such vesting.

                                       35
<PAGE>

         SECTION 10.6 No Merger.

                  (a) If both the lessor's and the lessee's interest under any
lease which constitutes a part of the Premises shall at any time become vested
in any one Person, this Mortgage and the lien and security interest created
hereby shall not be destroyed or terminated by the application of the doctrine
of merger and, in such event, Mortgagee shall continue to have and enjoy all of
the rights and privileges of Mortgagee hereunder as to each separate estate.

                  (b) Upon the foreclosure of the lien created hereby on the
Premises, as herein provided, any leases then existing shall not be destroyed or
terminated by application of the doctrine of merger or as a matter of law or as
a result of such foreclosure unless Mortgagee or any purchaser at a foreclosure
sale shall so elect by notice to the lessee in question.

         SECTION 10.7 Governing Law; Certain Waivers.

                  (a) This Mortgage shall be governed by, construed and enforced
in accordance with the laws of the State of New York from time to time in
effect, without giving effect to the State of New York's principles of conflicts
of law except that it is the intent and purpose of Mortgagee and Mortgagor that
Section 5-1401 of the General Obligations Law of the State of New York shall
apply to this Mortgage and except to the extent of the procedural and
substantive matters relating only to the creation, perfection or foreclosure of
liens and enforcement of rights and remedies against the Premises or any other
Collateral, or any part thereof, and the establishment of and defense or action
for a deficiency, which matters shall be governed by the laws of the state in
which the Premises or Collateral, as applicable, is located.

                  (b) MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND
UNCONDITIONALLY WAIVES IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THIS MORTGAGE, THE LOAN AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), OR ACTIONS OF MORTGAGOR, ANY OTHER SIGNIFICANT PARTY OR
LENDER RELATING TO THE LOAN, AND THE LENDING RELATIONSHIP WHICH IS THE SUBJECT
OF THIS MORTGAGE ANY AND EVERY RIGHT MORTGAGOR MAY HAVE TO (I) A TRIAL BY JURY,
(II) INTERPOSE ANY COUNTERCLAIM THEREIN (EXCEPT FOR ANY COMPULSORY COUNTERCLAIM
WHICH, IF NOT ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING, WOULD BE WAIVED) AND
(III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR
PROCEEDING. THIS PROVISION IS A MATERIAL INDUCEMENT FOR MORTGAGEE ENTERING INTO
THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS.

                                       36
<PAGE>

         SECTION 10.8 Appointment of Mortgagee. Mortgagor hereby appoints
Mortgagee its attorney-in-fact, which appointment is irrevocable and shall be
deemed to be coupled with an interest, to execute, acknowledge, deliver and file
or record for and in the name of Mortgagor any of the documents or instruments
referred to in Section 8.4(c) hereof.

         SECTION 10.9 Sole Discretion of Mortgagee. Whenever Mortgagee's
judgment, consent or approval is required hereunder for any matter, or either
shall have an option or election hereunder, such judgment, the decision as to
whether or not to consent to or approve the same or the exercise of such option
or election shall be in the sole discretion of Mortgagee, unless otherwise
expressly specified herein to be reasonably given or exercised.

         SECTION 10.10 Provisions as to Covenants and Agreements. All of
Mortgagor's covenants and agreements hereunder shall run with the land and time
is of the essence with respect thereto.

         SECTION 10.11 Matters to Be in Writing. This Mortgage cannot be
altered, amended, modified, terminated or discharged except in a writing signed
by the party against whom enforcement of such alteration, amendment,
modification, termination or discharge is sought. No waiver, release or other
forbearance by Mortgagee shall be effective against Mortgagee unless it is in a
writing signed by Mortgagee, and then only to the extent expressly stated.

         SECTION 10.12 Construction of Provisions. The following rules of
construction shall be applicable for all purposes of this Mortgage and all
documents or instruments supplemental hereto, unless the context otherwise
requires:

                  (a) All references herein to numbered Articles or Sections or
to lettered Exhibits are references to the Articles and Sections hereof and the
Exhibits annexed to this Mortgage, unless expressly otherwise designated in
context.

                  (b) The terms "include," "including" and similar terms shall
be construed as if followed by the phrase "without being limited to."

                  (c) The term "Premises" shall be construed as if followed by
the phrase "or any part thereof."

                  (d) The term "Obligations" or "obligations" shall be construed
as if followed by the phrase "or any other sums secured hereby, or any part
thereof."

                  (e) Words of masculine, feminine or neuter gender shall mean
and include the correlative words of the other genders, and words importing the
singular number shall mean and include the plural number, and vice versa.

                  (f) The term "provisions," when used with respect hereto or to
any other document or instrument, shall be construed as if preceded by the
phrase "terms, covenants, agreements, requirements, conditions and/or."

                                       37
<PAGE>

                  (g) All Article, Section and Exhibit captions herein are used
for convenience of reference only and in no way define, limit or describe the
scope or intent of, or in any way affect, this Mortgage.

                  (h) No inference in favor of, or against, any party shall be
drawn from the fact that such party has drafted any portion hereof.

                  (i) The cover page of, and all recitals set forth in, and all
Exhibits to, this Mortgage are hereby incorporated in this Mortgage.

                  (j) All obligations of Mortgagor hereunder shall be performed
and satisfied by or on behalf of Mortgagor at Mortgagor's sole cost and expense.

                  (k) The term "lease" shall mean "tenancy, subtenancy-lease,
sublease and any other occupancy agreement or license" and the term "lessee"
shall mean "tenant, subtenant, lessee and sublessee."

         SECTION 10.13 Successors and Assigns. The provisions hereof shall be
binding upon Mortgagor and the heirs, devisees, representatives, successors and
assigns of Mortgagor, including successors in interest of Mortgagor in and to
all or any part of the Premises, and shall inure to the benefit of Mortgagee and
the holders of the Obligations and their respective heirs, successors, legal
representatives, substitutes, participants and assigns. All references in this
Mortgage to Mortgagor or Mortgagee shall be construed as including all of such
other Persons with respect to the Person referred to.

         SECTION 10.14 Counterparts. This Mortgage may be executed in any number
of counterparts with the same effect as if all parties hereto had executed the
same document. All such counterparts shall be construed together and shall
constitute one instrument, but in making proof hereof it shall only be necessary
to produce one such counterpart.

         SECTION 10.15 Report Updates.

                  (a) Mortgagee reserves the right at any time during the Term
to conduct or require Mortgagor to conduct, at Mortgagor's cost and expense,
such environmental inspections, audits and tests as Mortgagee shall reasonably
deem necessary or advisable from time to time, utilizing a company acceptable to
Mortgagee; provided, however, that Mortgagor shall not be required to pay for
such environmental inspections, audits and tests more often than once every
twelve (12) months so long as: (i) no Event of Default has occurred, (ii) such
inspection, audit or test is not required by applicable Environmental Laws and
(iii) Mortgagee has no cause to believe, in Mortgagee's sole but good faith
judgment, that there has been or there is threatened a Hazardous Substance
Release on or from the Premises or that Mortgagor or the Premises is in
violation of any applicable Environmental Law.

                  (b) Mortgagee reserves the right at any time during the Term
to order additional engineering reports with respect to the Premises, at
Mortgagor's expense; provided, however, that Mortgagor shall not be required to


                                       38
<PAGE>

pay for such additional engineering reports more frequently than once every
twelve (12) months so long as (i) no Event of Default has occurred, (ii) such
additional engineering report is not required by applicable Legal Requirements
to be obtained and (iii) in Lender's sole but good faith judgment, no material
adverse change in the condition of the Premises has occurred.

                  (c) Mortgagee shall not be liable for any action or inaction
by Mortgagor with respect to any remedial or other response activity in
connection with any Hazardous Substance or any repair or replacement recommended
in any engineering report, notwithstanding any review or approval of Mortgagor's
method of remediation or repair or replacement, as applicable, or any response
by Mortgagee.

         SECTION 10.16 Joint and Several Liability. The liability of the
entities comprising Mortgagor under this Mortgage shall be and remain joint and
several, and such joint and several liability shall be unaffected by the failure
of either entity to execute any or all of the counterparts of this Mortgage.

         SECTION 10.17 Handicapped Access. Mortgagor agrees that the Premises
shall at all times comply in all material respects and to the extent applicable
with the requirements of the Americans with Disabilities Act of 1990, as
amended, all state and local laws and ordinances related to handicapped access
and all rules, regulations, and orders issued pursuant thereto including,
without limitation, the Americans with Disabilities Act Accessibility Guidelines
for Buildings and Facilities (collectively, "Access Laws"). Mortgagee may
condition any such approval upon receipt of a certificate of Access Law
compliance (or the jurisdictional equivalent) from an architect, engineer, or
other Person acceptable to Mortgagee. Mortgagor agrees to give prompt notice to
Mortgagee of the receipt by Mortgagor of any complaints or information related
to the violation of any Access Laws and of the commencement of any proceedings
or investigations which relate to compliance with any Access Laws. In the event
Mortgagor is in default under this Section 10.17, Mortgagee agrees to suspend
enforcement of its rights under this Mortgage with respect to such default only
if such default is in respect of the Premises' compliance with the Access Laws
on the date hereof (as distinct from Mortgagor's default under this Section
10.17 in respect of which this sentence shall not apply, upon any alteration or
improvement made to the Premises after the date hereof) unless and until
Mortgagor and/or the Premises become subject to any penalty, fine, forfeiture or
the like, or Mortgagor and/or the Premises becomes or is likely to become
subject to any injunctive or similar order for relief mandating that Mortgagor
and/or the Premises comply with any such Access Laws.

         SECTION 10.18 Assignment by Mortgagee; Participations. The provisions
of Section 7.8 of the Loan Agreement are hereby incorporated in this Mortgage by
this reference, mutatis mutandis, and shall have the same force and effect as if
set forth at length herein.

                                       39
<PAGE>

         SECTION 10.19 Jurisdiction. The provisions of Section 7.22 of the Loan
Agreement are hereby incorporated in this Mortgage by this reference, mutatis
mutandis, and shall have the same force and effect as if set forth at length
herein.

         SECTION 10.20 Conflict with Loan Agreement. To the extent that any
provision(s) in this Mortgage shall conflict with or be inconsistent with or
less restrictive than any provision(s) of the Loan Agreement, the provision(s)
of the Loan Agreement shall govern and take precedence.

         SECTION 10.21 Truth-In-Lending. Mortgagor further acknowledges that the
Obligations are an exempt transaction under the Truth-In-Lending Act, 15
U.S.C.ss.ss.1601, et seq.

         SECTION 10.22 Intentionally Omitted.

         SECTION 10.23 Limitation on Lender Liability. The provisions of Section
7.21 of the Loan Agreement are hereby incorporated in this Mortgage by this
reference, mutatis mutandis, and shall have the same force and effect as if set
forth at length herein.

                                   ARTICLE XI

                            State Specific Provisions

         SECTION 11.1 Future Advances. Pursuant to Section 697.04 Florida
Statutes, Mortgagee may, at its sole option, from time to time and within twenty
(20) years from the date of this Mortgage, make future advances to Mortgagor.
All such future advances, together with interest thereon and any disbursements
made by Mortgagee for the payment of Taxes, Ground Rent, the insurance required
to be maintained pursuant to Section 4.5 hereof or levies on the Premises (with
interest on all such disbursements), shall be secured by this Mortgage and shall
have the same priority as the Obligations and shall be subject to all of the
terms and provisions of this Mortgage. At no time shall the principal amount of
indebtedness secured by this Mortgage, not including sums advanced in accordance
with this Mortgage to protect the security of this Mortgage, exceed the sum of
$9,000,000.00. At the request and option of Mortgagee, Mortgagor shall execute
and cause to be recorded a Notice of Advance evidencing each such future advance
and shall pay all of Mortgagee's reasonable costs and expenses incurred in the
making of such future advance, including, without limitation, reasonable
attorney's fees, documentary and intangible taxes, if any, recording charges,
abstract continuations and title insurance endorsements, if any.

         SECTION 11.2 Additional Event of Default. Supplementing the provisions
of Section 8.1 hereof, it shall be an Event of Default if Mortgagor shall file
or cause to be filed a notice limiting the maximum principal amount which may be
secured by this Mortgage pursuant to Section 697.04 (1)(b) Florida Statutes.





                            [SIGNATURE PAGE FOLLOWS]


                                       40
<PAGE>


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


                                   MORTGAGOR:

                                   CEDAR INCOME FUND PARTNERSHIP, L.P.,
                                     a Delaware limited partnership

                                   By:      Cedar Income Fund, Ltd.,
                                              a Maryland corporation,
                                              General Partner


                                            By:
                                               ---------------------------------
                                                Name:   Brenda J. Walker
                                                Title:  Vice President



SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:



________________________________

Print Name:_____________________





________________________________

Print Name:_____________________






                                       41
<PAGE>

                                 ACKNOWLEDGMENT

Within New York:

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


         On the ___ day of October in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared Brenda J. Walker,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that she/he executed the same in her/his capacity, and that
by her/his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.



                                                           _____________________
                                                           Notary Public (SEAL)



Outside New York:

STATE OF _____________________)
                              )   ss.:
COUNTY OF ____________________)


                  On the ___ day of October in the year 2001, before me, the
undersigned, a Notary Public in and for said State, personally appeared Brenda
J. Walker, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that she/he executed the same in her/his capacity, and
that by her/his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the
________________________.



                                                           _____________________
                                                           Notary Public (SEAL)



                                       42