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FOGELMAN MORTGAGE L.P. I
 
AND
 
FPI CHESTERFIELD, LTD.
 
a Missouri Limited Partnership
 
LOAN AGREEMENT
 
Dated as of July 8, 1987

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TABLE OF CONTENTS 
            Page 
ARTICLE I 
DEFINITIONS

SECTION 1.1 Definitions                                       1
SECTION 1.2 Accounting Terms                                  5 
SECTION 1.3 Rules of Construction                             5 

ARTICLE II 
REPRESENTATIONS AND COVENANTS
SECTION 2.1 Representations and Covenants of the Borrower     5

ARTICLE III 
FACILITY SITE AND TITLE INSURANCE
SECTION 3.1 Title Insurance                                    6
 
ARTICLE IV
CONSTRUCTION OF THE PROJECT; INSTALLATION OF EQUIPMENT;
ISSUANCE OF THE BOND

SECTION 4.1 Construction of the Project                        6
SECTION 4.2 Disbursement of Facility Note Proceeds             7
SECTION 4.3 Application of Facility Note Proceeds              8
SECTION 4.4 Certificate of Completion                          9
SECTION 4.5 Completion by the Borrower                         10
SECTION 4.6 Construction Consultant                            10
SECTION 4.7 Remedies to be Pursued Against Contractors 
            and Subcontractors and their Sureties              10
SECTION 4.8 Assignment: Plans, Specifications and Contract 
             Documents Relating to the Improvements            11
 
ARTICLE V 
PAYMENT PROVISIONS
SECTION 5.1 Amount of Loan                                     11
SECTION 5.2 Loan Term                                          11
SECTION 5.3 Loan Repayments                                    11
SECTION 5.4 Credit Toward Payments                             12
SECTION 5.5 Obligations of Borrower Hereunder Unconditional    12
SECTION 5.6 Payment of Additional Moneys for 
             Prepayment of Facility Note                       13
SECTION 5.7 Exculpatory Provisions                             13

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ARTICLE VI 
MAINTENANCE, MODIFICATIONS, TAXES AND INSURANCE
SECTION 6.1 Maintenance and Modifications of Land and 
             Facility by the Borrower                          14
SECTION 6.2 Taxes, Assessments and Utility Charges             14
SECTION 6.3 Insurance Required                                 15
SECTION 6.4 Additional Provisions Respecting Insurance         16
SECTION 6.5 Application of Net Proceeds of Insurance           16
SECTION 6.6 Right of the Issuer to Pay Taxes, 
              Insurance Premiums and Other Charges             16
SECTION 6.7 Installation of Additional Equipment               17
 
ARTICLE VII 
DAMAGE, DESTRUCTION AND CONDEMNATION
SECTION 7.1 Damage or Destruction                              17
SECTION 7.2 Condemnation                                       20
SECTION 7.3 Special circumstances                              21
 
ARTICLE VIII 
SPECIAL COVENANTS
SECTION 8.1 No Warranty of Condition or Suitability 
               by the Issuer                                   22
SECTION 8.2 Hold Harmless Provisions                           22
SECTION 8.3 Right to Inspect the Facility                      22
SECTION 8.4 Qualification in the State                         22
SECTION 8.5 Books of Record and Account; Financial Statements  22
SECTION 8.6 Compliance with Orders, Ordinances, Etc            22
SECTION 8.7 Discharge of Liens and Encumbrances                23
SECTION 8.8 Borrower to Provide Survey                         23
SECTION 8.9 Annual Certificate of the Borrower                 23 

ARTICLE IX
TRANSFER OF CERTAIN LAND; ASSIGNMENTS 
AND LEASING; PLEDGE OF CERTAIN INTERESTS
SECTION 9.1 Restriction of Transfer of Facility; 
              Transfer of Certain Land                         24
SECTION 9.2 Assignment and Leasing                             24
SECTION 9.3 Mortgage and Pledge of Security Interests
              to the Issuer                                    25
SECTION 9.4 Removal of Equipment                               25
 
ARTICLE X 
EVENTS OF DEFAULT AND REMEDIES
SECTION 10.1 Events of Default Defined                         25
SECTION 10.2 Remedies of Default                               27
SECTION 10.3 Remedies Cumulative                               28
SECTION 10.4 Agreement to Pay Attorneys' Fees and Expenses     28
SECTION 10.5 No Additional Waiver implied by One Waiver        28
SECTION 10.6 Appointment of Receiver                           28

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ARTICLE XI
ACCELERATION OF LOAN PAYMENTS
SECTION 11.1 Acceleration of Loan Repayments                   29
SECTION 11.2 Conditions to Acceleration of Loan Repayments     29
SECTION 11.3 Amounts Remaining on Deposit with the
              Issuer Upon Payment of the Facility Note         30
 
ARTICLE XII
CLOSING 
SECTION 12.1 Closing Documents                                 30
 
ARTICLE XIII 
MISCELLANEOUS
SECTION 13.1 Notices                                           32
SECTION 13.2 Binding Effect                                    32
SECTION 13.3 Severability                                      32
SECTION 13.4 Amendments, Changes and Modifications             32
SECTION 13.5 Execution of Counterparts                         33
SECTION 13.6 Applicable Law                                    33
SECTION 13.7 Recording and Filing                              33
SECTION 13.8 Table of Contents and Section Headings not
                   Controlling                                 33
SECTION 13.9 Survival                                          33
SECTION 13.10 Consents                                         33
SECTION 13.11 Instruments of Further Assurance                 33
SECTION 13.12 Payments Due on Saturdays, Sundays and 
                Holidays                                       34 

Acknowledgements 
Exhibit A -- DESCRIPTION OF LAND/LEASEHOLD INTEREST 
Exhibit B -- PERMITTED ENCUMBRANCES 
Exhibit C -- REQUISITION

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THIS LOAN AGREEMENT, dated as of July 8, 1987, by and between Fogelman Mortgage
L.P. I, a Tennessee limited partnership, having its office at 5400 Poplar
Avenue, Memphis, Tennessee 38119, (the 'Issuer'), and FPI Chesterfield, Ltd., a
Missouri limited partnership, having its office at 5400 Poplar Avenue,
Memphis, Tennessee 38119, (the 'Borrower').
 
W I T N E S S E T H :
 
WHEREAS, Issuer has agreed to lend to Borrower and Borrower has agreed to borrow
from Issuer the Sum of $23,320,000 for providing and financing the Cost of the
Facility as defined below, upon the terms and conditions hereinafter set forth
in this Agreement; and

WHEREAS, said Facility shall consist of a 489-unit multi-family housing facility
with all recreational amenities appurtenant thereto (the 'Project') plus certain
equipment and other personal property used in connection therewith (the
'Equipment') to be located on certain real property owned by the Borrower
situated on the real estate described on Exhibit A attached hereto and by
reference made a part hereof (the 'Land') in the City of Chesterfield, Missouri,
and constructed and equipped with the proceeds of the Facility Note (the Land,
Project and Equipment collectively are referred to as the 'Facility'); and
 
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto hereby formally covenant,
agree and bind themselves as follows, to wit:
 
ARTICLE I
DEFINITIONS
 
Section 1.1. Definitions. The following words and terms as used in this Loan
Agreement shall have the following meanings unless the context or use indicates
another or different meaning or intent:
 
'Accountant' means a firm of independent certified public accountants of
recognized standing, selected by the Borrower.
 
'Agreement' means this Loan Agreement by and between the issuer and the
Borrower, as the same may be amended from time to time.
 
'Authorized Investments' means (i) obligations of any state or the United
States of America or (ii) obligations the principal and interest of which are
guaranteed by any state or the United States of America or (iii) obligations of
any agency or instrumentality of the United States of America or any state which
may from time to time be legally purchased within the State or (iv) certificates
of deposit issued by, or time 

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deposits with any bank, trust company or national
banking association having undivided capital and surplus aggregating at least
$100,000,000 or (v) any other investments which are authorized by law for the
investment of the Issuer's funds, to the extent permitted by law.
 
'Authorized Representative' means, in the case of the Issuer, any individual
general partner or member of the management committee; and, in the case of the
Borrower , the President or any Senior vice-President of the corporate general
partner; and, in the case of both, such additional persons as, at the time, are
designated to act in behalf of the Issuer or the Borrower, as the case may be,
by a written certificate furnished to the other party, containing the specimen
signature of each such person and signed by an Authorized Representative of 
such party.
 
'Borrower' means FPI Chesterfield, Ltd., a Missouri Limited Partnership, its
successors and assigns.
 
'Closing Date' means the date of delivery on which the Facility Note Proceeds
are advanced to the Trustee for the use and benefit of Borrower.
 
'Completion Date' means the date on which Borrower receives a final Certificate
of Occupancy or similar permit from the appropriate governmental agencies
having jurisdiction over the Facility.

'Condemnation' means the taking, or transfer in lieu of any such taking under
threat thereof, of any interest in or right to use the Facility under the
exercise of the power of eminent domain by any governmental or
quasi-governmental entity or other Person acting under governmental authority.
 
'Construction Consultant' ' means Construction Analysis Systems, Inc. or such
other person or persons who at the time shall have been designated as such
pursuant to the provisions of Section 4.6 of this Agreement.
 
'Construction Fund' means the fund so designated in section 2.01 of the Trust
Indenture.
 
'Construction Period' means, with respect to the Facility, the period (a)
beginning on the earlier of (i) the date of commencement of the construction
and equipping of such Facility, or (ii) the Closing Date and (b) ending on the
Completion Date.
 
'Contract Term' ' means the period commencing with the Closing Date and
continuing until the Facility Note and interest thereon has been paid in full.
 
'Cost of the Facility' means all those costs and items of expense enumerated in
Section 4.3(a) hereof.
 
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'Equipment' means all machinery, equipment and other personal property owned
by Borrower and used exclusively in connection with the Project or the Land with
such additions thereto, substitutions therefor and replacements thereof as may
exist from time to time in accordance with the provisions of the Agreement.
 
'Event of Default' or 'Default' means an event of default, as defined in Article
X of this Agreement, or in the Facility Note, the Mortgage or the Guaranty.
 
'Facility' means the Land, Project and Equipment.
 
'Facility Note' means the Westbury Park Multi-Family Housing Facility Note
(Chesterfield, St. Louis County, Missouri) executed and delivered by the
Borrower pursuant to Section 5.3(a) hereof to evidence its obligation to repay
the Loan.
 
'Facility Note Proceeds' means the amount of the Facility Note which Issuer has
agreed to lend to Borrower and which is deposited into the Construction Fund.
 
'Guarantor' means Avron B. Fogelman, as guarantor under the Guaranty.
 
'Guaranty' means the agreement by and between the Guarantor and Issuer, dated
as of July 14, 1987, by which the Guarantor guarantees to Issuer the full and
prompt payment, when due, of all or a portion of the principal, and interest on
the Facility Note and completion of the Facility in accordance with the Plans
and Specifications which shall include construction of the Project and
installation of the Equipment and at a date not later than the date provided in
Section 4.1 hereof.
 
'Independent Counsel' means an attorney or attorneys or firm or firms of
attorneys duly admitted to practice law before the highest court of any state of
the United States of America or in the District of Columbia and not a full time
employee of the Issuer or the Borrower. 

'Issuer' means Fogelman Mortgage L.P. I
 
'Land' means the real estate located on Baxter Road Extension, west of Clarkson
Road in the City of Chesterfield, Missouri, and more particularly described in
Exhibit A attached hereto, and subject to the Lien of the Mortgage.

'Lien' means any interest in Property securing an obligation owed to a Person
whether such interest is based on the common law, statute or contract, and
including but not limited to the security interest arising from a mortgage,
encumbrance, pledge, conditional sale or trust receipt or a lease, consignment

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or bailment for security purposes. The term 'Lien' includes reservations,
exceptions, encroachments, easements, rights of way, covenants, conditions,
restrictions, leases and other similar title exceptions and encumbrances,
including but not limited to mechanics, materialmen's warehousemen's carriers'
and other similar encumbrances, affecting real property. For the purposes of
this Agreement, a Person shall be deemed to be the owner of any Property which
it has acquired or holds subject to a conditional sale agreement or other
arrangement pursuant to which title to the Property has been retained by or
vested in some other Person for security purposes.
 
'Loan' means the loan to the Borrower made pursuant to section 5.1 of this
Agreement from Facility Note Proceeds.
 
'Loan Repayments' means the payments of principal and interest on the Facility
Note.
 
'Mortgage' means the Deed of Trust, Assignment of Rents and Leases and Security
Agreement dated as of July 14, 1987, from the Borrower, with respect to its fee
simple interest in the Facility to the Mortgage Trustee (as defined in the
Mortgage) for the benefit of Issuer as, security for payment of the Facility
Note.
 
'Net Proceeds' means so much of the gross proceeds with respect to which that
term is used as remain after payment of all expenses, costs and taxes (including
attorneys' fees) incurred in obtaining such gross proceeds.
 
'Permitted Encumbrances' means (i) liens described in Exhibit B attached hereto,
(ii) this Agreement and the Mortgage, (iii) utility, access and other easements
and rights of way, restrictions and exceptions that do not impair the utility or
the value of the Property affected thereby for the purposes for which it is
intended, (iv) mechanics', materialmen's, warehousemen's, carriers' and other
similar liens to the extent permitted by Section 8.7(b) hereof, and (v) liens
for taxes and all other inchoate liens at the time not delinquent.
 
'Person' means an individual, partnership, corporation, trust or unincorporated
organization, and a governmental agency or political subdivision thereof.
 
'Plans and Specifications' means the final plans and specifications for the
Facility approved in writing by Issuer and a supervising architect or engineer
selected by Issuer, as the same may be implemented and detailed from time to
time and as the same may be revised from time to time prior to the Completion
Date in accordance with Section 4.1 of this Agreement. The Plans and
Specifications must be approved by all applicable local, state and federal
authorities.
 
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'Prime Rate' means the prime rate charged by Citibank N.A. as such rate may be
changed from time to time with any such change becoming effective simultaneously
with each such change.
 
'Project' means all those buildings, improvements, equipment, structures and
other related facilities (i) affixed or attached to the Land, (ii) financed with
the Facility Note Proceeds or of any payment by the Borrower pursuant to Section
4.5 hereof and constituting a 489-unit multi-family housing facility with all
recreational amenities appurtenant thereto and (iii) not part of the Equipment.

'Property' means any interest in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible.
 
'Requisition' means a requisition substantially in the form of Exhibit C
attached to this Agreement.
 
'State' means the State of Missouri.
 
'Trust Indenture' means that certain trust indenture to be entered into by and
between the Issuer and the Trustee on or before the Closing Date.
 
'Trustee' means the person named as such in the Trust Indenture.
 
Section 1.2. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles consistent with those Applied in the preparation of the financial
statement referred to in Section 8.5.
 
Section 1.3. Rules of Construction. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter
genders. Unless the context shall otherwise indicate, the words importing the
singular number shall include the plural and vice versa, and words importing
persons shall include firms, associations and corporations, including public
bodies, as well as natural persons.
 
ARTICLE II 
REPRESENTATIONS AND COVENANTS OF BORROWER
 
Section 2.1. Representations and Covenants of the Borrower. The Borrower makes
the following representations and covenants as the basis for the undertakings on
its part herein contained.
 
(a) The Borrower is a Missouri limited partnership an (i) has been duly created
under the laws of the State of Missouri; and (ii) has power and lawful authority
to

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enter into this Agreement, the Facility Note and the Mortgage, and has executed
and delivered this Agreement, the Facility Note and the Mortgage.
 
(b) Neither the execution and delivery of this Agreement, the Facility Note or
the Mortgage, the consummation of the transactions contemplated hereby or
thereby nor the fulfillment of or compliance with the provisions of this
Agreement, the Facility Note or the Mortgage will, in any material respect,
conflict with or result in a breach of any of the terms, conditions or
provisions of any restriction or any agreement or instrument to which the
Borrower is a party or by which it or the Facility is bound, or will
constitute a default under any of the foregoing, or result in the creation or
imposition of any Lien of any nature upon any of the Property of the Borrower
under the terms of any such instrument or agreement.
 
ARTICLE III
TITLE INSURANCE

Section 3.1. Title Insurance. The Borrower has obtained or will obtain, and
throughout the Contract Term will maintain in force, title insurance from a land
title insurance company acceptable to Issuer in an amount equal to $23,320,000
insuring a valid first Lien on the Facility with only such exceptions as are
approved in advance by Issuer. The policy shall contain no exceptions for
mechanic's or materialmen's liens and shall be otherwise satisfactory in form
and substance to Issuer. At the time of each disbursement under this Agreement,
Issuer may require the title company to search title to the date of such advance
and to endorse the title policy to reflect no additional liens or encumbrances.
 
ARTICLE IV
CONSTRUCTION OF THE PROJECT; INSTALLATION OF EQUIPMENT
 
Section 4.1. Construction of the Project; Installation of Equipment. (a) The
Borrower agrees that it will construct the Project and install the Equipment or
cause the Project to be constructed and the Equipment to be installed in
accordance with the Plans and Specifications and will cause the construction of
the Project to be completed no later than September 1, 1989.
 
(b) The Borrower may not revise the Plans and Specifications without the prior
written consent of Issuer which consent may not be unreasonably withheld or
delayed, but may be subject to such reasonable conditions as Issuer may deem
appropriate.
 
(c) Title to all materials, equipment, machinery and other items of Property
which may be incorporated or installed in the
 
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Facility shall vest in the Borrower immediately upon incorporation or
installation in the Facility, whichever shall first occur, and shall immediately
thereupon become subject to the Lien of the Mortgage. The Borrower shall
execute, deliver and record or file all instruments necessary or appropriate to
so vest title in the Borrower and shall take all action necessary or
appropriate to subject such materials, equipment, machinery and other items of
Property to the Lien of the Mortgage and to protect such title against claims of
any third persons.
 
Section 4.2. Disbursement of Facility Note Proceeds. All Facility Note Proceeds
shall be deposited in the Construction Fund and thereafter shall be disbursed by
the Trustee in accordance with the terms of the Trust Indenture to pay for
the Cost of the Facility as follows:

(a) Not less than five (5) banking days before the date on which Borrower
desires a disbursement from the Construction Fund, Borrower shall submit to
Trustee a Requisition accompanied by a cost breakdown showing by trade the cost
of work on, and the cost of materials incorporated into, the Facility or stored
securely on the Land or in a bonded warehouse to the date of the Requisition,
together with supporting billings from subcontractors and materialmen covering
the requested funding. The Requisition must be signed either as originals or as
copies by (i) an Authorized Representative of Borrower and (ii) either John
Doggett, William Byrnes or Ronald Byrnes, on behalf of the General Contractor,
and (iii) the Construction Consultant. The cost breakdown shall also show the
percentage of completion of each line-item on Borrower's detailed estimate of
the costs of the Facility as approved by Issuer, and the accuracy of the cost
breakdown shall be certified by Borrower and the General Contractor or, as to
any items not within the scope of a general contract, by the contractors
directly responsible to Borrower for such items. The completed construction on
the Facility will be reviewed at the time each Requisition is submitted by the
Construction Consultant who will certify to Issuer as to the cost of completed
construction, percentage of completion and compliance with the Plans and
Specifications for the Facility.
 
(b) Borrower shall have no right to request or receive any disbursement from the
Construction Fund until all of the following conditions precedent shall have
been fully met: 

(i)Borrower shall have delivered to Issuer a Requisition meeting
the requirements of subparagraph (a) immediately above. 

(ii)Borrower shall not be in default in the performance of the 
terms and provisions of this Agreement or the Mortgage.
 
(iii) Borrower shall have furnished waivers of liens and receipts of payment as
to the General Contractor and each subcontractor for all work performed to the
date of the

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immediately preceding Requisition at the time such Requisition is 
submitted.

(iv) The title insurance company insuring the title to the Facility shall 
issue a title continuation or endorsement showing that the fee simple title 
thereto is clear of liens (other than the matters described in its title 
policy) to the date of such disbursement and that no financing statements 
affecting the Facility, or any part thereof, other than in favor of Issuer, 
have been filed.

(v) The Construction Consultant shall have certified to Issuer that 
all construction work which has been completed is in substantial 
conformity with the Plans and Specifications.  In addition, the 
Construction Consultant shall recommend the amount, if any, to be 
disbursed and state that the amount requested for construction cost is 
correct for that stage of construction, and shall set forth such details 
concerning construction as Issuer shall request from time to time, 
including, but not limited to (i) a statement that the portion of the 
Facility then completed has been constructed in a good and workmanlike manner 
and in substantial compliance with all applicable laws, ordinances and 
building codes, (ii) a schedule of work in place, materials stored securely 
on the Land and materials stored in a bonded warehouse, (iii) the extent 
of completion of the Facility and the value thereof, (iv) the estimated cost 
of completing construction in accordance with the Plans and 
Specifications, (v) a statement that sufficient work has been completed to 
warrant the draw being requested, (vi) a statement that the amount 
indicated to be complete is accurate, (vii) a statement that there have 
been no material deviations from the Plans and Specifications except as 
previously approved in writing by Issuer.

(vi) If requested by Issuer in a writing delivered to Borrower (with a 
copy delivered to the Trustee) following installation of building 
foundations, Issuer shall have received a survey showing that all such 
foundations are within the boundary lines of the Land and in compliance 
with all applicable setback, location and area requirements and that there 
is no material change in conditions which could adversely affect the 
security for the Facility Note.

(vii) The sum of the funds requisitioned, plus all prior
disbursements to Borrower, plus undisbursed portions of the Construction 
Fund held by Trustee shall be sufficient, in the sole opinion of Issuer, to
complete the Project substantially in accordance with the Plans and 
Specifications.

Section 4.3. Application of Facility Note Proceeds. (a) Substantially all
of the Facility Note Proceeds shall be applied in accordance with the 
Budget referred to in Section 12.1 (18) to pay the following costs and 
expenses in connection with the Facility, and for no other purpose:

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(i) the cost of preparing the Plans and
Specifications for the Facility (including any preliminary study or planning of
the Facility or any aspect thereof),
 
(ii) all costs of acquiring, constructing, equipping and installing the Facility
(including architectural, engineering and supervisory services with respect
thereto),
 
(iii) all fees, taxes, charges and other expenses for recording or filing, as
the case may be, this Agreement, any other agreements contemplated hereby, any
financing statements and any title curative documents that the Issuer may deem
desirable in order to create or protect the title to the Facility and any
security interest contemplated by the Mortgage.
 
(iv) the premium on any title insurance procured on the Facility and any fees or
expenses in connection with any actions or proceedings that the Issuer may deem
desirable in order to perfect or protect the title to the Facility, except for
removing Permitted Encumbrances,
 
(v) the cost of insurance maintained pursuant to Section 6.3 hereof,
 
(vi) interest payable under the Facility Note,
 
(vii) all legal, accounting and any other fees, costs and expenses incurred in
connection with the preparation and execution of the Facility Note, the
Mortgage, this Agreement and all other documents in connection herewith, with
the acquisition of title to the Facility and with any other transaction
contemplated by this Agreement or the Mortgage,

(viii) any administrative fees reflected in the budget approved by the Issuer,
and
 
(ix) reimbursement to the Borrower for any of the above-enumerated costs and
expenses.
 
(b) Notwithstanding anything contained in this Section 4.3 to the contract the
Facility Note Proceeds which are not required for immediate use or disbursement
may be invested and reinvested for the benefit of Borrower in accordance with
the terms of the Trust Indenture. Neither the Issuer nor its officers or
employees shall be liable for any depreciation in the value of any investments
made pursuant to this Section or for any loss arising from any such investment.
 
Section 4.4. Certificate of Completion. Completion of the Facility shall be
evidenced by (a) the issuance of a final Certificate of Occupancy or similar
permit from the appropriate

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governmental agencies having jurisdiction over the Facility, and (b) a 
certificate filed with the Issuer signed by the Construction Consultant 
stating that (i) the construction and equipping of the Facility has been 
completed in accordance with the Plans and Specifications therefor and (ii) 
the payment of all labor, service, materials and supplies used in such 
construction and equipping and all other items of the Cost of the Facility has 
been made or provided for.
 
Section 4.5. Completion by the Borrower. Upon a determination by Issuer that the
Net Proceeds of the Facility Note are not sufficient to pay in full all costs of
construction and equipping the Facility, and written notice by Issuer to
Borrower of the amount of funds so required in addition to the Net Proceeds of
the Facility Note, Borrower shall deliver to Issuer the amount of such
additional funds or in lieu thereof, a satisfactory letter of credit or
certificate of deposit which Issuer shall deposit in the Construction Fund. Such
sums shall be deposited in the Construction Fund. Title to all portions of the
Facility constructed or equipped at the Borrower's cost shall immediately upon
such installation or construction vest in the Borrower and be subject to the
Lien of the Mortgage. The Borrower shall execute, deliver and record or file
such instruments as Issuer may request in order to create or protect its Lien to
such portions of the Facility.
 
Section 4.6. Construction Consultant. The Construction Consultant shall be
acceptable to Issuer and Borrower. The Borrower, by a certificate delivered to
Issuer and a Construction Consultant, may remove an incumbent Construction
Consultant, with the prior written consent of Issuer, at any time without cause.
In the event a Construction Consultant shall be so removed or should become
unavailable or unable to take any action or make any certificate provided for in
this Agreement, another Construction Consultant shall thereupon be appointed by
a certificate of the Borrower delivered to Issuer, with the prior written
approval of Issuer. If the Borrower fails to deliver such certificate to Issuer
within fifteen (15) days following the date of removal of a Construction
Consultant or the date when a Construction Consultant becomes unavailable or
unable to take any of such actions, as the case may be, the Issuer, by a
certificate delivered to the Borrower may appoint as a successor any engineer or
engineering firm registered and qualified to practice the profession of
engineering under the laws of the State and not a full time employee of the
Issuer or the Borrower. Borrower shall be responsible for paying all fees of the
Construction Consultant.
 <PAGE>
Section 4.7. Remedies to be Pursued Against Contractors and Subcontractors and
their Sureties. In the event of default of any contractor or subcontractor under
any contract made by it in connection with the Facility or in the event of a
breach of warranty with respect to any materials, workmanship, or performance
guaranty, the Borrower shall promptly proceed, either separately or in
conjunction with others, to exhaust the
 
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remedies of the Borrower against the contractor or subcontractor so in
default and against each surety on a bond, if any, for the performance of such
contract. The Borrower agrees to advise the Issuer of the steps it intends to
take in connection with any such default. The Borrower may prosecute or defend
any action or proceeding or take any other action involving any such contractor,
subcontractor or surety which the Borrower deems reasonably necessary.
 
Section 4.8. Assignment: Plans, Specifications and Contract Documents Relating
to the Improvements. Borrower hereby makes a present assignment to the
Issuer, its successors and assigns of: (i) the right to possess and use all the
Plans and Specifications prepared by it or for it or at its direction for the
purpose of completing the Facility; (ii) all of Borrower's rights in and to the
construction contract; and (iii) all of Borrower's rights under any and all
permits, contracts, agreements, certificates and any other documents or
agreements of any kind or nature whatsoever which are used, entered into or held
by Borrower in connection with Borrower's acquisition of the Land or the
construction and equipping of the Facility. Issuer shall exercise its rights
under this assignment only in the event the Borrower fails to construct and
complete the Project and Equipment in accordance with the terms and provisions
of this Agreement or following the occurrence of an Event of Default hereunder.
 

ARTICLE V
PAYMENT PROVISIONS
 
Section 5.1. Amount of Loan. For the purpose of paying the Cost of the Facility,
the Issuer shall make and the Borrower shall receive the Loan in the principal
sum of $23,320,000 upon the terms and conditions of this Agreement, said Loan to
be disbursed upon presentation of Requisitions by Borrower as provided in
Section 4.2 hereof and in the Trust Indenture.
 
Section 5.2. Loan Term. This Agreement shall be effective concurrently with the
initial delivery of the Facility Note and shall continue in force and effect
until the principal of, prepayment penalty, if any, and interest on the
Facility Note have been fully paid together with all sums to which the Issuer is
entitled from the Borrower under this Agreement and the Facility Note.
 
Section 5.3. Loan Repayments. (a) The Borrower shall evidence its obligation to
repay the Loan by executing and delivering to the Issuer the Facility Note .
 
(b) In addition to the payments pursuant to the Facility Note, the Borrower
shall pay to the Issuer, within thirty (30) days of the receipt of demand
therefor, an amount equal to the sum of the administrative fees and reasonable
expenses of the Issuer incurred (i) by reason of the Issuer's financing of the

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<PAGE>
Facility (ii) in connection with the carrying out of the Issuer's duties and
obligations under this Agreement, the payment of which is not otherwise provided
for under this Agreement and (iii) all reasonable fees, charges and expenses
Issuer incurred under the Mortgage.

(c) The Borrower agrees to make the above mentioned payments, without
any further notice, in lawful money of the United States of America as, at the
time of payment, shall be legal tender for the payment of public and private
debts. In the event the Borrower shall fail to timely make any payment required
under the Facility Note, the Borrower shall pay the same together with
interest thereon at a rate equal to the greater of sixteen percent (16%) or
two and one-half percent (2 1/2%) per annum above the Prime Rate from
the date on which such payment was due until the date on which
such payment is made.

Section 5.4. Credit Toward Payments. The following amounts (to the
extent, if any, which such amounts shall not have previously been the basis
for a credit) shall be credited against the principal payment to be made by the
Borrower pursuant to the Facility Note in inverse order of maturity, and such
payment shall be accordingly reduced to the extent of any such credit:
 
(i) the amount by which the Net Proceeds of insurance maintained pursuant to
Section 6.3(a) hereof exceed the cost of replacing, repairing, rebuilding or
restoring the Facility, to the extent provided in Section 7.1 hereof; and
 
(ii) the amount by which the Net Proceeds of any Condemnation award exceed the
cost of restoring the Facility or acquiring Substitute Facilities, to the extent
provided in Section 7.2 hereof.
 
Section 5.5. Obligations of the Borrower Hereunder Unconditional. Subject to
Section 5.7 hereof and the exculpatory provisions contained in the Facility
Note, the obligations of the Borrower to make the payments required under the
Facility Note and to perform and observe any and all of the other covenants and
agreements on its part contained herein shall be a general obligation of the
Borrower and shall be absolute and unconditional irrespective of any defense or
any rights of setoff, recoupment or counterclaim it may otherwise have against
the Issuer. The Borrower agrees it will not (i) suspend, discontinue or abate
any payment required by the Facility Note, or (ii) fail to observe any of its
other covenants or agreements in this Agreement or (iii) except as provided in
Section 11.1 hereof, terminate this Agreement for any cause whatsoever
including, without limiting the generality of the foregoing, failure to complete
the Facility, failure of the Borrower or any lessee of the Borrower to occupy or
to use the Facility as contemplated in this Agreement or otherwise, any defect
in the title, design, operation, merchantability, fitness

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<PAGE>

or condition of the Facility or in the suitability of the Facility for the
Borrower's purposes or needs, failure of consideration, destruction of or damage
to the Facility, commercial frustration of purpose, or the taking by
Condemnation of title to or the use of all or any part of the Facility, any
change in the tax or other laws of the United States of America or of the State
or any political subdivision or either. Nothing contained in this Section 5.5
shall be construed to release the Issuer from the performance of any of the
agreements on its part contained in this Agreement, and in the event the Issuer
should fail to perform any such agreement, the Borrower may institute such
action against the Issuer as the Borrower may deem necessary to compel
performance.
 
Section 5.6. Payment of Additional Moneys for Prepayment of Facility Note. The
Borrower may pay moneys (in addition to any other moneys required or permitted
to be paid pursuant to this Agreement) to Issuer to be applied to the prepayment
of the Facility Note at such time or times and on such terms and conditions as
may be provided in such Facility Note.

Section 5.7. Exculpatory Provisions. Notwithstanding any other provision of this
Agreement and Facility Note, Mortgage or Trust Indenture to the contrary, in the
event of any non-payment under this Agreement, Facility Note, Mortgage or Trust
Indenture, neither the Borrower nor any of its partners shall have any personal
liability hereunder, and no holder of this Agreement, Facility Note, Mortgage or
Trust Indenture shall ask or take or cause to be asked or taken personal
judgement against the Borrower or any of its partners for any payment required
to be made under this Agreement, Facility Note, Mortgage or Trust Indenture, it
being understood that said holder of this Agreement, Facility Note, Mortgage or
Trust Indenture will look solely to the revenues and receipts derived from this
Agreement, Facility Note, Mortgage or Trust Indenture, and no other property or
assets of the Borrower or any of its partners shall be subject to levy,
execution or other enforcement procedure for the satisfaction of the
indebtedness evidenced by this Agreement, Facility Note, Mortgage or Trust
Indenture; provided, that the foregoing provisions of this Section 5.7. (a)
shall not constitute a waiver of any indebtedness evidenced by this Agreement,
Facility Note, Mortgage or Trust Indenture and shall not limit the rights of
Issuer under any guaranty executed in connection with the Facility Note, (b)
shall not limit the right of the holder of this Agreement to exercise its rights
hereunder or under the Facility Note, Mortgage or Trust Indenture so long as no
judgment then in the nature of a deficiency judgment shall be asked or taken
against the Borrower or any of its partners, and (c) shall not limit the right
of the holder of this Agreement, Facility Note, Mortgage or Trust Indenture to
seek a deficiency judgment to the extent of any fraud or willful misconduct on
the part of Borrower or any of its general partners.
 
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<PAGE>

ARTICLE VI 
MAINTENANCE, MODIFICATIONS, TAXES AND INSURANCE

Section 6.1. Maintenance and Modifications of Land and Facility by the
Borrower. (a) The Borrower agrees that during the Contract Term it will (i) keep
the Facility in as reasonably safe condition as its operations shall permit; and
(ii) make all reasonably necessary repairs and replacements to the Facility.
 
(b) The Borrower from time to time may, after prior written approval from
Issuer, which approval shall not be unreasonably withheld or delayed, make any
structural additions, modifications or improvements to the Facility or any part
thereof which it may deem desirable. All such structural additions,
modifications or improvements so made by the Borrower shall become a part of the
Facility and shall become subject to the Lien of the Mortgage. 

Section 6.2. Taxes, Assessments and Utility Charges. (a) The Borrower 
agrees to pay, before they become delinquent, (i) all taxes and governmental
charges of any kind whatsoever which may at any time be lawfully assessed 
or levied against or with respect to the Facility, (ii) all utility 
and other charges, including without limitation, 'service charges',
incurred or imposed for the operation, maintenance, use, upkeep and 
improvement of the Facility, and (iii) all 
assessments and charges of any kind whatsoever lawfully
made by any governmental body for public improvements; provided that, with
respect to special assessments or other governmental charges that may
lawfully be paid in installments over a period of years, the Borrower shall
be obligated under this Agreement to pay only such installments as are 
required to be paid during the Contract Term.

(b) The Borrower may, after written notice to the Issuer of its intention to do
so, in good faith contest any such taxes, assessments and other charges. In the
event of any such contest, the Borrower may permit the taxes, assessments or
other charges so contested to remain unpaid during the period of such contest
and any appeal therefrom.
 
(c) If an Event of Defaullt hereunder shall have occurred, the Issuer may
require the Borrower to make monthly deposits with the Trustee, in an interest
bearing account, of a sum equal to one-twelfth of the yearly taxes 
and assessments which may be levied against the Facility. The amount of 
such taxes and assessments, when unknown, shall be estimated by the 
Issuer. Such deposits
shall be used by the Issuer to pay such taxes and assessments when due. Any
insufficiency of such account to pay such charges when due, shall be paid by
the Borrower to the Issuer on demand. If, by reason of any Event of Default by
the Borrower under any provision hereof the Issuer declares the Facility 
Note to be due and payable, the Issuer may then apply any funds in said
account against the obligation secured by the

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<PAGE>

Mortgage. The enforcability of the covenants relating to taxes and
assessments herein otherwise provided shall not be affected except insofar as
those obligations have been met by compliance with this paragraph. 
After an event of
Default hereunder shall have occurred, the Issuer may from time to time, at its
option, waive, and after any such waiver reinstate, any and all provisions
hereof requiring such deposits, by notice to the Borrower in writing. While any
such waiver is in effect, the Borrower shall pay taxes and assessments as
herein above provided.
 
Section 6.3. Insurance Required. At all times throughout the Contract Term,
including without limitation during the Construction Period, the Borrower shall
maintain, or cause to be maintained, insurance naming the Issuer as an
additional insured against such risks and for such amounts as are customarily ,
insured against by businesses operating facilities of like size and type as the
Facility paying, as the same become due and payable, all premiums in respect
thereto, including, but shall not necessarily be limited to:
 
(a) Builder's Risk or contractors multiple peril (all-risk) insurance during the
Construction Period and thereafter insurance against loss or damage by fire,
lightning and other casualties, including vandalism and malicious,mischief,
boiler explosion, sprinkler leakage, rental loss or business interruption (in an
amount equal to 25% of gross rental income) with a broad-form extended coverage
endorsement, such insurance to be in an amount not less than the full insurable
value of the Facility, exclusive of excavations and foundations.
 
Such insurance may be maintained under a blanket insurance policy or policies
covering not only the Facility but other Properties as well.
 
(b) Insurance against loss or losses from liabilities imposed by law or assumed
in any written contract and arising from personal injury and death or damage to
the Property of others caused by any accident or occurrence, with limits of not
less than $1,000,000.00 per accident or occurrence on account of personal
injury, including death resulting therefrom and $1,000,000.00 per accident or
occurrence on account of damage to the Property of others, excluding liability
imposed upon the Borrower by any applicable workmen's compensation law; and a
blanket excess liability policy in the amount not less than $4,000,000.00,
protecting the Borrower against any loss or liability or damage for personal
injury or Property damage.

(c) Workmen's Compensation insurance, disability benefits insurance, and any
other form of insurance which the Issuer or the Borrower are required by law to
provide, covering loss resulting from inquiry, sickness, disability or death of
employees of the Borrower who are located at or assigned to the Facility.

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<PAGE>

Section 6.4. Additional Provisions Respecting Insurance. (a) All insurance
required by Section 6.3 hereof shall be procured and maintained in financially
sound and generally recognized responsible insurance companies selected by the
Borrower and authorized to write such insurance in the State and of the type and
scope of coverage and in the amounts of coverage as required hereunder. Such
insurance may be written with deductible amounts comparable to those on similar
policies carried by other companies engaged in businesses similar in size,
character and other respects to those in which the Borrower is engaged. All
policies evidencing such insurance shall provide for (i) payment of the losses
to the Borrower and the Issuer as their respective interests may appear, and
(ii) at least thirty (30 days written notice of the cancellation thereof to the
Borrower and the Issuer and (iii) shall comply with Paragraph 9 of the Mortgage.
The policies required by Section 6.3 (a) hereof shall contain standard
mortgagee clauses requiring that all Net Proceeds of insurance resulting from
any claim in excess of $250,000.00 for loss or damage covered thereby be
directly paid to the Issuer.
 
(b) All such policies of insurance, or a certificate or certificates of the
insurers that such insurance is in force and effect, shall be deposited with
the Issuer on or before the Closing Date. The Borrower shall deliver to the
Issuer on or before the renewal date of each such policy, each year thereafter a
certificate reciting that there is in full force and effect, with a term
covering at least the next succeeding year, insurance in the amounts and of the
types required by Section 6.3 and 6.4 hereof. Prior to expiration of any such
policy, the Borrower shall furnish the issuer evidence that the policy has been
renewed or replaced or is no longer required by this Agreement.
 
Section 6.5. Application of Net Proceeds of Insurance. The Net Proceeds of the
insurance carried pursuant to the provisions of Section 6.3 hereof shall be
applied as follows: (i) the Net Proceeds of the insurance required by Section
6.3(a) hereof shall be applied as provided in Section 7.1 hereof and (ii) the
Net Proceeds of the insurance required by Section 6.3(b) hereof shall be applied
toward extinguishment or satisfaction of the liability with respect to which
such insurance proceeds may be paid.
 
Section 6.6. Right of the Issuer to Pay Taxes, Insurance Premiums and other
Charges. If the Borrower fails (i) to pay any tax, assessment or other
governmental charge required to be paid by Section 6.2 hereof or (ii) to
maintain, or acquire any insurance required to be maintained by Section 6.3
hereof, the Issuer may pay such tax, assessment or other governmental charge or
the premium, or acquire such insurance. No such payment by the Issuer shall
affect or impair any rights of the Issuer hereunder arising in consequence of
such failure by the
 
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<PAGE>

Borrower. The Borrower shall reimburse the Issuer for any amount so paid by
the Issuer pursuant to this Section 6.6, together with interest thereon from the
date of payment by the Issuer at the rate provided in the Facility Note and such
amount, together with such interest, shall become additional indebtedness
secured by the mortgage as provided in Paragraph 14 thereof.

Section 6.7. Installation of Additional Equipment. The Borrower from time to
time may install additional machinery equipment or other personal property in
the Facility (which may be attached or affixed to the Facility), and such
machinery, equipment or other personal property shall become, or be deemed to
become, a part of the Facility unless the same is not a replacement for or
substitution of Equipment as defined herein. The Borrower from time to time may,
with the consent of the Issuer, which consent shall not be unreasonably withheld
or delayed, remove or permit the removal of such machinery, equipment and other
personal property; provided that any such removal of such machinery, equipment
or other personal property shall not adversely affect the structural integrity
of the Facility or impair the overall operating efficiency of the Facility for
the purposes for which it is intended and that any such Lien shall not attach to
any other part of the Facility and provided further that if any damage is
occasioned to the Facility by such removal, the Borrower agrees to promptly
repair such damage at its own expense.
 
ARTICLE VII 
DAMAGE, DESTRUCTION AND CONDEMNATION
 
Section 7.1. Damage or Destruction (a) If the Facility shall be damaged or
destroyed (in whole or in part) at any time during the Contract Term:
 
(i) there shall be no abatement or reduction in the
amounts payable by the Borrower under this Agreement or the Facility Note,
 
(ii) the Borrower shall promptly give written notice thereof to the Issuer, and
 
(iii) except as otherwise provided in subsection (b) of this Section 7.1 and
subject to the requirements set forth below in this Section 7.1, the Borrower
shall promptly, upon receipt of insurance proceeds, if any, which are available,
replace, repair, rebuild or restore the Facility to substantially the same
condition and value as an operating entity as existed prior to such damage or
destruction, (with such changes, alterations and modifications as may be desired
by the Borrower and approved by the Issuer which approval shall not be
unreasonably withheld or delayed).
 
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<PAGE>

If the claim for loss resulting from such damage or destruction is not greater
than $250,000.00, the Borrower shall apply, or cause to be applied, to the
replacement, repair, rebuilding or restoration of the Facility so much as may be
necessary of any Net Proceeds of insurance resulting from claims for such
losses.
 
If the claim for loss resulting from such damage or destruction exceeds
$250,000.00, all Net Proceeds of insurance shall be paid to and held by the
Issuer in a separate account. The Net Proceeds shall be available for the
replacement, repair, rebuilding or restoration of the Facility subject to the
satisfaction of the following conditions:
 
 (i) the Plans and Specifications for the replacement, repair, rebuilding or
restoration on the Facility have been delivered to and approved by the Issuer
(which approval shall not be unreasonably withheld or delayed);
 
(ii) Borrower has deposited with the Issuer the amount by which the estimated
costs of such work exceeds the Net Proceeds available;

(iii) the Net Proceeds and funds provided by Borrower shall be disbursed in
accordance with Requisitions submitted by Borrower to the Issuer.

If the above conditions are not satisfied, the Net Proceeds shall be applied
to the principal balance of the Facility Note. The Issuer, upon receipt of a
certificate of the Authorized Representative of the Borrower that payments are
required by such purpose, shall apply so much as may be necessary of the Net 
Proceeds of such insurance to the payment of the costs of such replacement, 
repair, rebuilding or restoration, either on completion thereof or as the work
progresses, at the option of the Borrower. Pending the expenditure of such Net
Proceeds, the Issuer shall invest and reinvest the Net Proceeds in such 
investments and in such manner as directed by an Authorized Representative of
the Borrower. Neither the Issuer nor its officers, partners or employees shall
be liable for any depreciation in the value of any investments made pursuant
to this Section for any loss arising from any such investment.
 
In the event such Net Proceeds are not sufficient to pay in full the costs of
such replacement, repair, rebuilding or restoration, the Borrower shall
nonetheless complete, or cause to be completed, the work thereof and pay from
its own moneys, or cause to be paid, that portion of the costs thereof in excess
of such Net Proceeds.
 
All such replacements, repairs, rebuilding or restoration made pursuant to this
Section 7.1, whether or not requiring the expenditure of the Borrower's own
money, shall automatically
 
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<PAGE>

become a part of the Facility as if the same were specifically described
herein.
 
Any balance of such Net Proceeds remaining after payment of all the costs of
such replacement, repair, rebuilding or restoration shall be applied immediately
to prepay the Facility Note.
 
(b) The Borrower shall not be obligated, or in the case of an Event of Default
under (iii) below, permitted to replace, repair, rebuild or restore the
Facility, and the Net Proceeds of the insurance shall not be applied as provided
in subsection (a) of this Section 7.1, if:
 
(i) the Borrower shall notify the Issuer that, in its sole judgment, it does not
deem it practical or desirable to so replace, repair, rebuild or restore the
Facility, or
 
(ii) the Borrower shall exercise its option to accelerate this Agreement
pursuant to Section 11.1 hereof, or
 
(iii) an Event of Default under Section 10.1 hereof shall have occurred and
shall have continued for 30 days. If any event specified in this Section 7.1(b)
shall occur, the total amount of Net Proceeds collected under any and all
policies of insurance covering the damage or destruction of the Facility shall
be paid to the Issuer who shall:
 
(x) apply such Net Proceeds to prepay the Facility
Note, or
 
(y) apply such Net Proceeds to the payment of the
amounts required to be paid by Section 10.2 hereof, if an Event of Default 
shall have occurred and shall have continued for thirty (30) days.
 
(c) If the Facility Note and interest thereon have been fully paid or provision
therefor has been made, all such Net Proceeds shall be paid to the Borrower.

(d) The Borrower may adjust all claims under any policies of insurance required
by Section 6.3(a) hereof (with consent of the Issuer, which consent shall not
be unreasonably withheld or delayed, if the claim exceeds $250,000.00) but shall
not settle for less than the reasonably anticipated cost of replacement, repair,
rebuilding or restoration without the consent of the Issuer, which consent shall
not be unreasonably withheld or delayed.
 
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<PAGE>

Section 7.2. Condemnation. (a) If at any time during the Contract Term the whole
or any part of title to, or the use of, the Facility shall be taken by
Condemnation, there shall be no abatement or reduction in the amounts payable by
the Borrower under this Agreement or under the Facility Note.
 
Except as otherwise provided in subsection (b) of this Section 7.2, the Borrower
shall promptly restore the Facility (excluding any Land taken by Condemnation)
to substantially the same condition and value as an operating entity as existed
prior to such condemnation; or
 
If the claim for loss resulting from such Condemnation is not greater than
$250,000.00, the Borrower shall apply, or cause to be applied, to the
replacement, repair, rebuilding or restoration of the Facility so much as may be
necessary of any Net Proceeds of any Condemnation award resulting from claims
for such Condemnation.
 
If the claim for loss resulting from such Condemnation exceeds $250,000.00, all
Net Proceeds of any Condemnation award shall be paid to and held by the Issuer
in a separate account. The Issuer, upon receipt of a certificate of the
Authorized Representative of the Borrower that payments are required for such
purpose, shall apply so much as may be necessary of the Net Proceeds of such
Condemnation award to the payment of the costs of such replacement, repair,
rebuilding or restoration, either on completion thereof or as the work
progresses, at the option of the Borrower. Pending the expenditure of such Net
Proceeds, the Issuer shall invest the Net Proceeds in such investments and in
such manner as is directed by an Authorized Representative of the Borrower.
Neither the Issuer nor its officers, partners or employees shall be liable for
any depreciation in the value of any investments made pursuant to this Section
for any loss arising from any such investment.
 
In the event such Net Proceeds of any Condemnation award are not sufficient to
pay in full the costs of such restoration of the Facility, the Borrower shall
nonetheless complete, or cause to be completed, such restoration and shall pay
from its own moneys, or cause to be paid, that portion of the costs thereof in
excess of such Net Proceeds.
 
The Facility, as so restored, whether or not requiring the expenditure of the
Borrower's own moneys, shall automatically become part of the Facility and
subject to the Lien of the Mortgage as if the same were specifically described
herein.
 
Any balance of such Net Proceeds of any Condemnation award remaining after
payment of all costs of such restoration shall be invested by the Issuer as
provided above and used only to pay amounts next due pursuant to the Facility
Note, as an Authorized Representative of the Borrower may direct the 
Issuer in writing from time to time.
 
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<PAGE>

(b) The Borrower shall not be obligated, or in the case of an Event of Default
under (iii) below, permitted to restore the Facility and the Net Proceeds of any
Condemnation award shall not be applied as provided in Section 7.2(a), if:

(i) the Borrower shall notify the Issuer that, in its sole judgment, it does not
deem it practical or desirable to so restore the Facility, or
 
(ii) the Borrower shall exercise its option to accelerate this Agreement
pursuant to Section 11.1 hereof, or
 
(iii) an Event of Default under Section 10.1 hereof shall have occurred and
shall have continued for (thirty) 30 days.
 
If any event specified in this Section 7.2(b) shall occur, the Net Proceeds of
any Condemnation award shall be paid to the Issuer who shall:
 
(x) apply such Net Proceeds to repay the Facility
Note, or
 
(y) apply such Net Proceeds to the payment of the
amounts required to be paid by Section 10.2 hereof, if an Event of Default shall
have occurred and shall have continued for (30) days.
 
(c) If the Facility Note and interest thereon has been fully paid or provision
therefor has been made, all such Net Proceeds shall be paid to the Borrower for
its own purposes.
 
(d) The Issuer shall cooperate fully with the Borrower in the handling and
conduct of any Condemnation proceeding with respect to the Facility.
 
Section 7.3. Special Circumstances. (a) Anything herein to the contrary
notwithstanding, if more than fifty percent (50%) of the buildings of the
Facility shall be damaged or destroyed and such damage or destruction cannot, in
the reasonable opinion of the Borrower, be replaced, repaired, rebuilt or
restored within twelve (12) months from the date of such damage or destruction,
Issuer shall have the right at its election to either permit Borrower to use Net
Proceeds as provided in Section 7.1 or to apply such Net Proceeds to prepay the
Facility Note. Issuer shall notify Borrower of its election within thirty (30)
days after Borrower has notified Issuer of such damage or destruction. (b)
Anything herein to the contrary notwithstanding, if more than twenty-five
percent (25%) of the buildings of the Facility shall be taken by condemnation,
Issuer shall have the right at its election to either permit Borrower to use Net
Proceeds as provided in Section 7.2 or to apply such Net Proceeds
 
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<PAGE>

to prepay the Facility Note. Issuer shall notify Borrower of its election within
thirty (30) days after Borrower has notified Issuer of such condemnation.
 
ARTICLE VIII
SPECIAL COVENANTS
 
Section 8.1. No Warranty of Condition or Suitability by the Issuer. THE ISSUER
MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION, TITLE,
DESIGN, OPERATION, MERCHANTABILITY OR FITNESS OF THE FACILITY OR THAT IT IS OR
WILL BE SUITABLE FOR THE BORROWER'S PURPOSES OR NEEDS.

Section 8.2. Hold Harmless Provisions. The Borrower hereby releases the Issuer
from, agrees that the Issuer shall not be liable for and agrees to indemnify and
hold the Issuer, its partners, directors, officers, employees and agents
harmless from and against any and all liability for loss or damage to Property
or injury to or death of any and all persons that may be occasioned by any cause
whatsoever pertaining to the Facility or arising by reason of or in connection
with the occupation or the use thereof or the presence on, in or about the
Facility. Nothing contained herein shall inure to the benefit of any insurance
company or insurer by way of subrogation or otherwise.
 
Section 8.3. Right to Inspect the Facility. The Issuer or its duly authorized
agents shall have the right to inspect the Facility at all reasonable times
prior to and after completion,
provided reasonable notice thereof is given to Borrower prior thereto.
 
Section 8.4. Qualification in the State. Throughout the Contract Term, the
Borrower shall continue to be duly authorized to transact business in the State.
 
Section 8.5. Books of Record and Account; Financial Statements. (a) The
Borrower agrees to maintain proper accounts, records and books in which full and
correct entries shall be made, in accordance with generally accepted accounting
principles, of all business and affairs of the Borrower with respect to
Facility.
 
(b) The Borrower agrees it will furnish to the Issuer as soon as available but
in no event more than one hundred and twenty (120) days after the end of each of
its fiscal years, a copy of its completed financial statement, and an operating
statement regarding the Facility including an itemized account of gross annual
income and expenditures reflecting in detail the operations of the Facility.
 
Section 8.6. Compliance with orders, Ordinances, Etc. (a) The Borrower agrees
that it will, throughout the Contract Term, promptly comply with all statutes,
codes, laws, including all existing environmental laws, rules and regulations,
acts,
 
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<PAGE>

ordinances, orders, judgments, decrees, injunctions, rules, regulations,
permits, licenses, authorizations, directions and requirements of all
federal, state, county, municipal and other governments, departments,
commissions, boards, companies or associations insuring the Facility, courts,
authorities, officials and officers, foreseen or unforeseen, ordinary or
extraordinary, which now or at any time hereafter may be applicable to the
Facility or any part thereof, or to any use, manner of use or condition of the
Facility or any part thereof.
 
(b) Notwithstanding the provisions of subsection (a) of this Section 8.6, the
Borrower may, after written notice to the Issuer of its intention to do so, in
good faith contest the validity or the applicability of any requirement of the
nature referred to in such subsection (a). In such event, the Borrower may fail
to comply with the requirement or requirements so contested during the period of
such contest and any appeal therefrom.
 
Section 8.7. Discharge of Liens and Encumbrances. (a) The Borrower shall not
permit or create or suffer to be permitted or created any Lien, except for
Permitted Encumbrances, upon the Facility or any part thereof by reason of any
labor, services, or material rendered or supplied or claimed to be rendered or
supplied with respect to the Facility or any part thereof.
 <PAGE>
(b) Notwithstanding the provisions of subsection (a) of this Section 8.7, the
Borrower may, after written notice to the Issuer of its intention to do so, in
good faith contest any such Lien. In such event, the Borrower may permit the
items so contested to remain undischarged and unsatisfied during the period of
such contest and any appeal therefrom, provided that during the period of any
appeal a bond assuring the payment of such Lien shall, if requested by the
Issuer, be posted with the Issuer.
 
Section 8.8. Borrower to Provide Survey. The Borrower agrees to furnish a survey
prepared by an approved surveyor, and acceptable to the title insurance company,
showing the location of the Facility and other improvements (including parking
areas), means of ingress and egress, all easements, other common facilities and
all other title exceptions able to be located thereon and showing that the
Facility and other improvements are constructed within the lot and applicable
setback restrictions.
 
Section 8.9. Annual Certificate of the Borrower. The Borrower covenants that it
will furnish to the Issuer on or before February 15 of each year a certificate
of the Borrower signed by a general partner stating that the Borrower has made a
review of its activities during the preceding calendar year for the purpose of
determining whether or not the Borrower has complied with all of the terms,
provisions and conditions of this Agreement and the Borrower has kept, observed,
performed and fulfilled each and every covenant, provision and condition

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<PAGE>

of this Agreement on its part to be performed and is not in Default in the
performance or observance of any of the terms, covenants, provisions hereof, or
if the Borrower shall be in Default such certificate shall specify all such
Defaults and the nature thereof.

ARTICLE IX
TRANSFER OF CERTAIN LAND; ASSIGNMENT
AND LEASING; PLEDGE OF CERTAIN INTERESTS
 
Section 9.1. Restriction of Transfer of Facility; Transfer of Certain Land. (a)
During the Contract Term, the Borrower shall not sell, convey, transfer, lease,
encumber or otherwise dispose of the Facility or any part thereof or any
interest therein, except for Permitted Encumbrances and except as otherwise
provided in Sections 9.1(b), 9.1(c), 9.2 and 9.4 of this Agreement.

(b) With the prior written consent of the Issuer (which consent may not be 
unreasonably withheld or delayed but may be subject to such reasonable 
conditions as the Issuer may deem appropriate), the Borrower from time to time
may release from the provisions of this Agreement any part of, or interest in,
the Facility which is not necessary, desirable or useful. In such event, the 
Borrower, at the Borrower's sole cost and expense, shall execute and deliver, 
and request the Issuer to execute and deliver, any and all instruments 
necessary or appropriate to so release such part of, or interest in, the 
Facility and convey such title thereto or interest therein, free from this 
Agreement and the Lien of the Mortgage, to such Person as the Borrower may 
designate.
 
(c) The Borrower shall have the right to transfer all or a portion of the
Facility (directly or indirectly) to an entity or entities affiliated with Avron
B. Fogelman ('Fogelman'), provided that (i) Fogelman maintains an interest in
the Facility, direct or indirect, of not less than ten percent (10%) and if
transferee is a partnership, such interest must be that of a general partner;
(ii) the transferee entity consists of not more than fifteen (15) individuals,
partners or shareholders; and (iii) Fogelman Management Corporation continues to
act in the capacity of property manager.

(d) No conveyance of any improvements or interest therein affected under the
provisions of this Section 9.1 shall entitle the Borrower to any abatement or
diminution of the amounts payable hereunder or under the Facility Note.

Section 9.2. Assignment and Leasing. This Agreement may not be assigned in whole
or in part and the Facility may not be leased as a whole or, except in the
ordinary course of Borrower's business, in part by the Borrower, without the
prior written consent of the Issuer, which consent shall not be unreasonably
withheld or delayed. In such event, any such assignment,

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<PAGE>

leasing, or subleasing as the case may be, shall be subject to the following
conditions:
 
(i) No assignment or lease shall relieve the Borrower from primary liability
for any of its obligations hereunder or under the Facility Note; and
 
(ii) The Borrower shall, within ten (10) days after delivery thereof, furnish or
cause to be furnished to the Issuer a true and complete copy of each such
assignment.
 
Section 9.3. Mortgage and Pledge of Security Interests to Issuer. The Borrower
has, pursuant to the Mortgage, granted to a Mortgage Trustee (as defined in the
Mortgage) for the benefit of the Issuer, a security interest in the Facility.

Section 9.4. Removal of Equipment. (a) In any instance where the Borrower
determines that any item of Equipment has become inadequate, obsolete, worn out,
unsuitable, undesirable or unnecessary, the Borrower may remove such item or
Equipment and may sell, trade-in, exchange or otherwise dispose of the same, as
a whole or in part, free from the Lien of the Mortgage, provided that no such
removal or disposition shall adversely affect the function or capacity of the
Facility.
 
(b) The Borrower shall execute and deliver, and shall request the Issuer to
execute and deliver, to the Borrower all instruments necessary or appropriate to
enable the Borrower to sell or otherwise dispose of any such item of Equipment
free from the Lien of the Mortgage. The Borrower shall pay any costs (including
counsel fees) incurred in transferring title to and releasing from the Lien of
the Mortgage any item of Equipment removed pursuant to this Section 9.4.
 
(c) The removal of any item of Equipment pursuant to this Section 9.4 shall not
entitle the Borrower to any abatement or diminution of the amounts payable under
this Agreement or the Facility Note.

ARTICLE X
EVENTS OF DEFAULT AND REMEDIES

Section 10.1. Events of Default Defined. (a) The following shall be 'Events of
Default' under this Agreement and the terms 'Event of Default' or 'Default'
shall mean, whenever they are used in this Agreement, any one or more of the
following events:
 
(1) The occurrence of an 'Event of Default' under the Facility Note, the
Mortgage, the Guaranty, or by Borrower under the contract with the General
Contractor referred to in Section 12.1(15) (subject to any applicable notice and
cure periods);
 
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<PAGE>

(2) The failure by the Borrower to observe and perform any covenant, condition
or agreement hereunder on its part to be observed or performed (except
obligations referred to in Section 2.1(1) of the Facility Note) for a period of
thirty (30) days after written notice, specifying such failure and requesting
that it be remedied, given to the Borrower by the Issuer;
 
(3) Any representation or warranty of the Borrower set forth in this Agreement
is untrue or incorrect in any material respect;
 
(4) The filing by the Borrower of a voluntary petition in bankruptcy, or the
failure by the Borrower within sixty (60) days to lift any execution,
garnishment or attachment of such consequence as will impair its ability to
carry on its operations at the Facility, or the Borrower is generally not paying
its debts as such debts become due, or within one hundred twenty 120 days before
the date of the filing of a petition in bankruptcy, a custodian, other than a
trustee, receiver or agent appointed or authorized to take charge of less than
substantially all of the property of the Borrower for the purpose of enforcing a
Lien against such property, was appointed or took possession, or the assignment
of assets by the Borrower for the benefit of its creditors, or the entry by the
Borrower into a wage earner or similar agreement with its creditors, or an
appointment by final order, judgment or decree of a court of competent
jurisdiction of a receiver, trustee or custodian of the whole or a substantial
portion of the Properties of the Borrower (unless such receiver, trustee or
custodian is removed or discharged within sixty (60) days of the date of his
qualifications); and
 
(b) Notwithstanding the provisions of Section 10.1(a), if by reason of force
majeure either party hereto shall be unable in whole or in part to carry out
their obligations under this Agreement and if such party shall give notice and
full particulars of such force majeure in writing to the other party, within a
reasonable time after the occurrence of the event or cause relied upon, the
obligations under this Agreement of the party giving such notice, so far as they
are affected by such force majeure, shall be suspended during the continuance of
the inability, which shall include a reasonable time for the removal of the
effect thereof, but such suspension shall not be for a period in excess of one
year. The suspension of such obligations for such period pursuant to this
subsection (b) shall not be deemed an Event of Default under this Section 10.1.
Notwithstanding anything to the contrary in this subsection (b), an event of
force majeure shall not excuse, delay or in any way diminish the obligations of
the Borrower to make the payments required by the Facility Note and Section 6.2
hereof, to obtain and continue in full force and effect the insurance required
by Section 6.3 hereof, to provide the indemnity required by Section 8.2 hereof
and to comply with the provisions of Section 11.1 hereof. The term 'force
majeure' as used herein shall include,
<PAGE>
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<PAGE>

without limitation, acts of God, strikes, lockouts or other industrial
disturbances, acts of public enemies, orders of any kind of the government of
the United States of America or of the State or any of their departments,
agencies, governmental subdivisions, or officials, or any civil or military
authority, insurrections, riots, epidemics, landslides, lightning, earthquakes,
fire, hurricanes, storms, floods, washouts, droughts, arrests, restraint of
government and people, civil disturbances, explosions, breakage or accident to
machinery, transmission pipes or canals, partial or entire failure of utilities,
or any other cause or event not reasonably within the control of the party
claiming such inability. It is agreed that the settlement of strikes, lockouts
and other industrial disturbances shall be entirely within the discretion of the
party having difficulty, and the party having difficulty shall not be required
to settle any strike, lockout and other industrial disturbances by acceding to
the demands of the opposing party or parties.
 
Section 10.2. Remedies on Default. (a) Whenever any Event of Default shall have
occurred and be continuing, the Issuer may, to the extent permitted by law, 
take any one or more of the following remedial steps:
 
(1) Declare, by written notice to the Borrower, to be immediately due and
payable; whereupon the same shall become immediately due and payable: (i) all
unpaid sums payable pursuant to the Facility Note and (ii) all other payments
due under this Agreement.
 
(2) Pursuant to the terms of the Mortgage, exclude the Borrower and any lessees
from possession of the Facility and take possession thereof (without being
liable for prosecution or damages therefor), sell the Facility, subject to
Permitted Encumbrances, at public or private sale, as a whole or piecemeal, for
such consideration as may be deemed appropriate under the then existing
conditions, and hold the Borrower liable, subject to the provisions contained in
Section 5.7 hereof, for the amount, if any, by which the aggregate unpaid sums
payable pursuant to the Facility Note (computed in accordance with Section
10.2(a)(1)(i) hereof) exceed the Net Proceeds received upon such sale.
 
(3) Take any other available action to enforce the security interest in the
Facility granted to the Issuer pursuant to the Mortgage.
 
(4) Take any other action at law or in equity which may appear necessary or
desirable to collect the payments then due or thereafter to become due, to
secure possession of the Facility, and to enforce the obligations, agreements or
covenants of the Borrower under this Agreement.

- 27 -

<PAGE>

(b) Any sums paid to the Issuer as a consequence of any action taken pursuant to
Section 10.2 shall be applied to the payment of the Facility Note.
 
(c) No action taken pursuant to this Section 10.2 (including repossession of the
Facility) shall relieve the Borrower from its obligation to make all payments
required by the Facility Note subject to the provisions contained in Section 5.7
hereof.
 
Section 10.3. Remedies Cumulative. No remedy herein conferred upon or reserved
to the Issuer is intended to be exclusive of any other available remedy, but
each and every such remedy shall be cumulative and in addition to every other
remedy given under this Agreement or now or hereafter existing at law or in
equity. No delay or omission to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time
and as often as may be deemed expedient.
<PAGE>
Section 10.4. Agreement to Pay Attorneys' Fees and Expenses. In the event the
Borrower should default under any of the provisions of this Agreement and the
Issuer should employ attorneys or incur other expenses for the collection of
amounts payable hereunder or the enforcement of performance or observance of any
obligations or agreements on the part of the Borrower herein contained, the
Borrower shall, on demand therefor, pay to the Issuer the reasonable fees of
such attorneys and such other expenses so incurred.
 
Section 10.5. No Additional Waiver Implied by One Waiver. In the event any
agreement contained herein should be breached by either party and thereafter
waived by the other party, such waiver shall be limited to the particular breach
so waived and shall not be deemed to waive any other breach hereunder.
 
Section 10.6. Appointment of Receiver. The Borrower further covenants that upon
the happening of any Event of Default and thereafter during the continuance of
such Event of Default unless the same shall have been waived as hereinbefore
provided, the Issuer shall be entitled as a matter of right if it shall so
elect, (i) forthwith and without declaring the principal of the Facility Note
to be due and payable, or (ii) after declaring the same to be due and payable,
or (iii) upon the commencement of any foreclosure of the Mortgage or action to
enforce the specific performance thereof or in aid thereof or (iv) upon the
commencement of any other proceeding, judicial or otherwise, to enforce any
right of the Issuer to institute such actions or proceedings at law or in equity
for the appointment of a receiver or receivers of the Facility and all the
earnings, revenues, rents, issues, profits and income thereof, with such powers
as the court making such appointment shall confer.
 
- 28 -

<PAGE>

ARTICLE XI
ACCELERATION OF LOAN REPAYMENTS

Section 11.1. Acceleration of Loan Repayments. (a) The Borrower shall have the
option to accelerate payment of all of the Loan Repayments, during the years and
with certain prepayment premiums more specifically described as follows:
 
(i) For a period of five (5) years from the date of the Facility Note, no 
prepayment shall be made or permitted in respect to the principal amount of 
the Facility Note;

(ii) At any time during the sixth year from the date of the Facility Note, the
Borrower may prepay in whole, but not in part, the principal amount of the
Facility Note upon the payment of a prepayment penalty equal to five percent
(5%) of the outstanding principal balance;

(iii) Thereafter, the prepayment penalty shall decrease one (1) percentage
point per year until there exists no prepayment penalty during the
eleventh and twelfth years; and
 
(iv) Any such prepayment penalty shall be in addition to any Contingent
Interest (as defined in the Facility Note) otherwise payable.

(b) If the Borrower exercises its option to prepay the Loan pursuant to the 
provisions of this Section 11.1, it shall file with the Issuer a certificate 
signed by an Authorized Representative of the Borrower stating the Borrower's 
intention to do so pursuant to this Section 11.1 and shall comply with the 
requirements set forth in Section 11.2 hereof. All prepayments shall be 
applied to the principal payments due on the Facility Note in the inverse 
order of its maturity.

(c) No prepayment resulting from the application of all or any portion of Net
Insurance Proceeds or Net Condemnation Proceeds to the Facility Note shall be
prohibited by or require the payment of a prepayment penalty pursuant to this
Section 11.1.
 
Section 11.2. Conditions to Acceleration of Loan Repayments. In the event the
Borrower exercises its option, or is required, to accelerate the Loan Repayments
in accordance with any provision of Section 11.1 hereof, the Borrower shall pay
the Issuer an amount certified by the Issuer to be sufficient to pay the
outstanding principal amount of the Facility Note, together with all interest on
such Facility Note which will accrue to the date of prepayment and an amount
sufficient to pay all other fees, expenses or charges, if any, due and payable
or to become due and payable under this Agreement, the Mortgage and the Facility
Note and not otherwise paid or provided for. The certificate required to be
filed pursuant to this Section 11.2 shall be made, which date shall be not less
than forty-five (45)

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<PAGE>
nor more than ninety (90) days from the date such certificate is filed with
the Issuer.
 
Section 11.3. Amounts Remaining on Deposit with the Issuer upon Payment of the
Facility Note. After payment in full of the Facility Note and the interest
thereon and payment of all fees, charges, expenses and other amounts required to
be paid under this Agreement, the Mortgage and the Guaranty, all amounts on
deposit with the Issuer, if any, shall belong to and be paid to the Borrower by
the Issuer.

Section 11.4. The Issuer to Execute Cancellation of Facility Note. After
payment in full of the Facility Note as provided in this Agreement, the Issuer
will return said Facility Note to the Borrower, stamped 'paid in full' or with
some other similar notation reflecting the satisfaction of the Borrower's
obligations thereunder.

ARTICLE XII
CLOSING

Section 12.1. Closing Documents. At the closing on the Closing Date, Borrower
shall deliver, or shall have delivered, to the Issuer the following:

(1) Facility Note.
(2) Mortgage.
(3) Trust Indenture.
(4) Guaranty in the form and substance required by Issuer executed by 
Guarantor.
(5) Agreement for Construction Evaluation and Monitoring Services.
(6) Sample Lease Agreement approved by Issuer and to be used to lease space in
the Facility.
(7) Financing statements.
(8) Insurance Policies or certificates thereof as to coverages required hereby.
(9) Such documents and instruments as may be required to designate and evidence
the authority of persons authorized by Borrower to apply for and sign any
documents required to be executed in connection with advances hereafter made
under this Agreement.
(10) Satisfactory proof that all laws, regulations and
zoning requirements have been complied with and that
all required approvals, permits and licenses

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<PAGE>

necessary for the development of the Project (including utilities, water, storm
and sanitary sewer facilities) have been obtained and are in full force and
effect.
(11) Standard ALTA Mortgagee's Title Insurance Policy in form and
content and issued by a title insurance company satisfactory to Issuer,
agreeing to insure Issuer in the amount of the Facility Note and providing that
the Mortgage has the dignity and priority required by Issuer. The Policy shall
contain no exceptions unless specifically approved by Issuer in writing.
(12) Such documents and instruments as may be required by Issuer to evidence the
good standing, status, organization or authority of persons, partnerships and
corporations executing any agreement or document hereunder or required hereafter
by Issuer.
(13) Evidence that real estate taxes are current.
(14) Certified copies of partnership agreements,
certificates of limited partnership, corporate charters and by-laws and
amendments thereto of Borrower and any corporate partners thereof.
(15) Fully executed duplicate originals of the contract with the General 
Contractor.
(16) Agreements of the General Contractor and Facility Supervisor to continue
performance on behalf of the Issuer at Issuer's option and request without
additional costs above their respective agreed contract prices in the event of
any default by the Borrower in compliance with and performance of any term,
covenant, condition, or warranty contained in any present or future agreement
between Borrower and Issuer, and an authorization by the General Contractor for
Issuer to use any applicable Plans and Specifications without any additional
costs.
(17) Copies of all necessary building permits.
(18) Detailed estimate of Project costs (Budget)
satisfactory to Issuer executed by Borrower to be updated from time to time as
such budget changes. The Budget shall set forth all proposed expenditures as
well as a projected schedule of disbursements.
(19) Surveys: boundary, foundation and completion (when appropriate and as 
required by Issuer), locating all improvements, easements, setback lines,
encroachments, rights-of-way, and improvements in

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<PAGE>

form and substance satisfactory to Issuer including evidence that the Land is
not in an area designated by the Secretary of the United States Department of
Housing and Urban Development as an area having special flood hazards.
(20) One copy of complete Plans and Specifications approved in writing by
Borrower, Issuer, Facility Supervisor and General Contractor.
(21) Current certificate that there has been no material
adverse change in the financial statements of Borrower and Guarantor.
(22) An independent appraisal indicating a loan to value
ratio of not more than 85%.
(23) Opinion Letter of Borrower's Counsel in form and
substance satisfactory to Issuer.

ARTICLE XIII
MISCELLANEOUS

Section 13.1 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if sent by mail, by
private courier or delivery service or by telegraph or telex, when received. All
mail shall be sent by registered mail or telex, when received. All mail shall be
sent by registered mail, return receipt requested, postage prepaid, addressed as
follows:

To the Issuer:    Fogelman Mortgage L.P.I
                  c/o Prudential-Bache Properties, Inc.
                  One Seaport Plaza
                  199 Water Street
                  New York, NY 10038
                  Attn: Chester A. Piskorowski

To the Borrower:  FPI Chesterfield, Ltd.
                  c/o Fogelman Properties, Ltd.
                  5400 Poplar Avenue
                  Memphis, TN 38119
                  Attn: Morris J. Kriger

The Issuer or the Borrower, may, by notice given hereunder, designate any
further or different addresses to which subsequent notices, certificates and
other communications shall be sent.
 
Section 13.2. Binding Effect. This Agreement shall inure to the benefit of and
shall be binding upon the Issuer, the Borrower and their respective successors
and assigns.

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<PAGE>

Section 13.3. Severability. In the event any provision of this Agreement shall
be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.
 
Section 13.4. Amendments, Changes and Modifications. This Agreement may not be
amended, changed, modified, altered or terminated without concurring written
consents of the Borrower and the Issuer.
 
Section 13.5. Execution of Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
 
Section 13.6. Applicable Law. This Agreement shall be governed exclusively by
the applicable laws of the State of Missouri.
 
Section 13.7. Recording and Filing. (a) The Mortgage and financing statements
creating the security interest of the Issuer in the Facility and in all amounts
payable hereunder and under the Facility Note shall be recorded or filed, as 
the case may be, in the Office of the Recorder of Deeds of St. Louis County,
Missouri, or in such other office as may at the time be provided by law as the
proper place for the recordation or filing hereof.
 
(b) The Issuer and the Borrower shall execute and deliver all instruments and
shall furnish all information necessary or appropriate to protect any security
interest created or contemplated by this Agreement and the Mortgage.
 
Section 13.8. Table of Contents and Section Headings Not Controlling. The Table
of Contents and the Headings of the several sections in this Agreement have been
prepared for convenience of reference only and shall not control, affect the
meaning or be taken as an interpretation of any provision of this Agreement.
 
Section 13.9. Survival. This Agreement shall remain in full force and effect
until all amounts payable under this
Agreement, the Facility Note, the Guaranty and the Mortgage shall have been 
paid in full.
 
Section 13.10. Consents. Whenever any party's consent is required hereunder no
such consent shall be unreasonably withheld or delayed.
 
Section 13.11. Instruments of Further Assurance. The Borrower covenants that it
will do, execute, acknowledged and deliver, or cause to be done, executed,
acknowledged and delivered, such supplemental agreements and such further acts,

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<PAGE>

instruments, financing statements and other documents as the Issuer
may reasonably require for the better assuring, pledging and assigning unto the
Issuer the property and revenues herein described, to the payment of the
principal of, prepayment penalty, if any, and interest on the Facility Note.
This Agreement, the Mortgage, all supplements to this Agreement and the
Mortgage, the Facility Note, and all other documents, instruments or policies 
of insurance required by the Issuer shall be delivered to and held by Issuer.
 
Section 13.12. Payments Due on Saturdays, Sundays and Holidays. In any case
where the date for any payment due under this Agreement or the Facility Note
shall be a Saturday, a Sunday or a legal holiday or a day on which banking
institutions in the city or county of payment are authorized by law to close,
then payment need not be made on such date but may be made on the next
succeeding business day not a Saturday, a Sunday or a legal holiday or a day
upon which banking institutions are authorized by law to close with the same
force and effect as if made on the date fixed for payment, and no interest 
shall accrue for the period after such date.
 
IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Loan Agreement
to be executed in their respective names on this 8th day of July, 1987.

                  FOGELMAN MORTGAGE L.P. I
                  By: FOGELMAN MORTGAGE PARTNERS I, INC.,
                      General Partner

                      By
                        ---------------------------------


                  FPI CHESTERFIELD, LTD.,
                  By: FOGELMAN PROPERTIES, INC.,
                      General Partner

                      By
                        ---------------------------------

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<PAGE>

EXHIBIT B
Permitted Encumbrances