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DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES
AND SECURITY AGREEMENT

This Deed of Trust is a mortgage of both real and personal property and is, 
among other things, a security agreement and chattel mortgage affecting 
chattels and personal property situated on realty.

THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT 
(hereinafter "Deed of Trust") made and entered into as of the 8 day of July, 
1987, by and between FPI CHESTERFIELD, LTD., a Missouri Limited Partnership, 
with offices at 5400 Poplar Avenue, Memphis, Tennessee 38119 (sometimes 
hereinafter referred to as the "Mortgagors") , and William P. Foley of the 
County of St. Louis, State of Missouri, ("Mortgage Trustee"), for the benefit 
of Fogelman Mortgage L. P. I with offices at 5400 Poplar Avenue, Memphis, 
Tennessee 38119, as holder of the Facility Note (as hereinafter defined) 
("Beneficiary") and all future holders from time to time of the Facility Note.

WITNESSETH, that the said Mortgagors, for and in consideration of the debt and 
trust hereinafter described and created, and of the sum of One Dollar paid by 
the said Mortgage Trustee, the receipt of which is hereby acknowledged, do by 
these presents grant, bargain and sell, convey and confirm unto the said 
Mortgage Trustee, the following described improvements and real estate 
(hereinafter the "Land") situated on Baxter Road Extension west of Clarkson 
Road in the City of Chesterfield, County of St. Louis, and State of Missouri, 
and more particularly described by metes and bounds on Exhibit A attached 
hereto and by reference made a part hereof.

Subject to easements, conditions, restrictions and rights-of-way of record.

Together with all improvements thereon including but not limited to a 489-unit 
multi-family housing facility with all recreational amenities appurtenant 
thereto, whether now existing or hereafter constructed.

Together with all furniture, furnishings, fixtures and equipment now or 
hereafter owned by Mortgagors and attached to the Land and Improvements (as 
hereinafter defined), including without limiting the foregoing, all electrical,
heating, air conditioning, lighting and plumbing fixtures, appliances and all 
window screens, shades, awnings and storm sashes, whether now
owned or hereafter acquired located on or used in connection with the 
aforementioned Land and Improvements, together with all substitutions, 
additions and replacements, and proceeds thereof.

This Deed of Trust, Assignment of Rents and Leases and Security Agreement is 
being re-recorded for the purpose of correcting the legal description

Together with all the rights, privileges, easements and appurtenances thereto
attached or belonging, and the rents, issues and profits, thereof.

FURTHER WITNESSETH, that the said Mortgagors, do by these presents, grant to 
Beneficiary a security interest in all materials purchased or delivered for 
construction of the Project and in the Equipment (as both capitalized terms 
are hereinafter defined) located on or used in connection with the operation 
of the Facility (as hereinafter defined) together with all proceeds and 
profits therefrom.

TO HAVE AND TO HOLD the same, together with all buildings, fixtures and 
appurtenances hereafter to the same belonging, unto the said Mortgage Trustee,
and to his successor or successors in this trust forever, and possession of 
said Facility is now delivered unto the said Mortgage Trustee including the 
right to collect rents as hereinafter set forth.

IN TRUST, however, for the following purposes:

WHEREAS, the Beneficiary has agreed to lend to the Mortgagors the sum of 
$23,320,000 pursuant to a Loan Agreement (the "Agreement") by and between the
Beneficiary and the Mortgagors to enable the Mortgagors to construct on the 
Land a 489-unit multi-family housing facility with all recreational amenities
appurtenant thereto (the "Project") and to provide certain equipment in 
connection therewith (the "Equipment") located in the City of Chesterfield, 
St. Louis County, Missouri, (the Land, Project and Equipment collectively 
referred to as the "Facility");

WHEREAS, the said Mortgagors, being justly indebted to Beneficiary for 
Twenty-Three Million Three Hundred Twenty Thousand Dollars ($23,320,000), 
have, to secure said principal and interest to be earned thereon, executed 
and delivered to Beneficiary, the Westbury Park Multi-Family Housing Facility
Note (Chesterfield, St. Louis County, Missouri) (the "Facility Note") of even
date herewith, expressed to be for value received drawn to the order of 
Beneficiary, and payable at the offices of Beneficiary upon the terms and at 
the rates of interest therein stated; and

WHEREAS the Mortgagors wish to further secure the payment of the Facility Note
and the payment and performance of Mortgagor's other obligations under the 
Agreement.

NOW, THEREFORE, the Mortgagors have executed this Deed of Trust for the 
purpose of securing:

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1. The payment of all indebtedness as provided in the Facility Note, and any 
extensions or modifications thereof;

2. The payment of all other moneys secured hereby; and

3. The performance of all of the covenants, conditions, stipulations and 
agreements herein contained or contained in the Agreement and the Facility 
Note.

The Mortgagors do further hereby covenant, warrant and agree as follows:

4. The Mortgagors will timely make or cause to be made, all payments and 
perform, or cause to be performed, all agreements, conditions and obligations
on their part required to be made and performed under the Agreement and 
Facility Note.

5. The Mortgagors will not knowingly permit or suffer the use of any of the 
Facility for any purpose other than the use for which the same was intended at
the time this Deed of Trust was executed.

6. Subject to the provisions of Section 7.2 of the Agreement, the Mortgagors 
hereby assign to Beneficiary any awards which may become due by reason of the
taking by condemnation or eminent domain of the whole or any part of said 
Facility or any rights appurtenant thereto, including any award for change of
grade of streets.

7. The Mortgagors hereby covenant to keep or cause to be kept the Project on
said Land in good repair and in tenantable condition, without any liability on
the part of the Mortgage Trustee to any person for damages or failure to 
repair. That Mortgagors shall not permit the construction of any extension,
addition or new structure on the Land, nor the removal or demolition of the 
same in whole or in part, except to the extent expressly permitted by the 
Agreement. All right, title and interest of the Mortgagors in and to all 
extensions, improvements, betterments, renewals, substitutes and replacements
of, and all additions and appurtenances to, the Facility, hereafter acquired
by or released to the Mortgagors or constructed, assembled or placed by the 
Mortgagors on the Land, and all conversions of the security constituted 
thereby, immediately upon such acquisition, release, construction, assembling,
placement or conversion, as the case may be, and in each such case, without 
any further mortgage, conveyance, assignment or other act by the Mortgagors, 
shall become subject to the lien of this Deed of Trust as fully and 
completely, and with the same effect, as though now owned by the Mortgagors 
and specifically described in the granting clause hereof, but at any and all
times the Mortgagors will execute and deliver to the Mortgage Trustee any and
all such further assurances, mortgages, conveyances or assignments thereof as
the Mortgage Trustee may reasonably require for the purpose of expressly and
specifically subjecting the same to the lien of this Deed of Trust.

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8. Pursuant to Section 6.2(a) of the Agreement, the Mortgagors will pay before
they become delinquent all taxes, assessments, water rates, sewer rents and 
other charges of every type or nature assessed or which may be assessed against
the Facility or any part thereof or upon the interest of Beneficiary in said 
Facility or upon any personal property, without any deduction, defalcation or
abatement, and will pay, when due, any other taxes (including corporate taxes),
assessments or charges, claims or encumbrances that might become a lien prior 
to the lien of this Deed of Trust or encumbrances that might have priority in 
distribution of the proceeds of a judicial sale.

9. Upon request of Beneficiary the Mortgagors will produce or cause to be 
produced to Beneficiary or Mortgage Trustee not later than ten (10) days before
the date on which any taxes, assessments, water and sewer rents and other 
charges bear interest or penalties, paid receipts for all such taxes, 
assessments, water and sewer rents and other charges.

10. Subject to Section 6.2(b) of the Agreement, the Mortgagors may in good 
faith contest, by proper legal proceedings, the validity or amount of any tax
or assessment which the Mortgagors have agreed to pay under this Deed of 
Trust, provided that the Mortgagors will pay such contested item and all costs
and penalties, if any, at least thirty (30) days before the date such Facility
may be sold by the taxing authorities because of nonpayment of said tax or 
assessment.

11. The Mortgagors shall at all times at the cost and expense of the 
Mortgagors cause all of the Facility of any insurable nature to be constantly 
insured against loss or damage by fire; and such other casualties and hazards, 
as is required by Sections 6.3 and 6.4 of the Agreement; and, subject to 
Section 6.4 of the Agreement, all such policies of insurance shall be so 
written as to make any loss occurring thereunder payable by standard mortgage
clause attached thereto to Beneficiary and the Mortgagors as their interests
may appear, irrespective of, and which may not be invalidated by, an act or 
default of the Mortgagors, and all such policies, or a certificate or 
certificates of the insurers or of an insurance agency satisfactory to 
Beneficiary, showing that such policies, with such mortgage clauses, are in 
force, shall be deposited with the Mortgage Trustee as additional security 
hereunder. Notice of loss or damage to the Facility shall be given to the 
Mortgage Trustee hereunder, the Facility shall be repaired or rebuilt in 
accordance with Article VII of the Agreement, and the proceeds of any such 
insurance shall be applied in the manner provided in Section 7.1 of the 
Agreement.

If the Facility covered hereby, or any part thereof, shall be damaged by fire
or other hazard against which insurance is held as hereinabove provided, the 
amounts paid by any insurance company in pursuance of the contract of 
insurance, to the extent

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of the indebtedness then remaining unpaid, shall be paid to Beneficiary and the
Mortgagors in accordance with Article VII of the Agreement, and applied to the
debt or released for the repairing or rebuilding of the Facility pursuant to 
Section 7.1 of the Agreement.

12. Any insurance policies required by this Deed of Trust shall provide that 
any loss thereunder payable to Beneficiary and the Mortgagors, as their 
respective interests may appear, shall be payable notwithstanding any act or 
negligence of the Mortgagors or of any lessee or other occupant of any portion
of the Facility, which would otherwise result in a forfeiture of such 
insurance, and that in no event shall such policy be canceled without at least
thirty (30) days' prior written notice to the Mortgage Trustee and Beneficiary,
and such policies shall contain no endorsement permitting cancellation for 
default in payment of a loan whereby the premium has been financed.

13. The Mortgagors have a good title in fee simple to all of the Facility free
and clear of all prior encumbrances except for Permitted Encumbrances (as 
defined in the Agreement) and will warrant and defend the same against all 
lawful claims and mechanics' or other liens of all persons whomsoever.

14. By this instrument, the Mortgagors grant to Beneficiary a security 
interest in the Equipment (as defined in the Agreement). Except as provided by
Section 9.4 of the Agreement, the Mortgagors shall not permit any of said 
Equipment to be removed from the Facility without the written consent of 
Beneficiary. If any Event of Default (as hereafter defined) shall occur and 
Beneficiary shall declare the balance of the Facility Note immediately due and
payable in accordance with the terms and conditions hereof, Beneficiary shall
be entitled to exercise all of the rights and remedies of a secured party 
under the Uniform Commercial Code as it may then be in force in the State of 
Missouri. The Mortgagors warrant the title to the fixtures, chattels and 
personal property, if any, covered by this Deed of Trust and warrant and 
represent that all of the same are free of all prior liens and encumbrances 
except for Permitted Encumbrances (as defined in the Agreement), if any. 
Without the written consent of Beneficiary, no prior security interest will be
created or suffered to be created on the Facility, other than Permitted 
Encumbrances (as defined in the Agreement), together with any amendments or 
supplements thereto, with respect to any goods, fixtures, equipment, 
appliances, or articles of personal property now attached to or used or 
hereafter attached to or used in connection with the Facility.

15. The Mortgagors represent and warrant that (a) it is a duly created and 
validly existing limited partnership created under the laws of the State of 
Missouri; and (b) it has the full power and authority to execute this
Deed of Trust and all instruments collateral hereto.

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16. If Mortgagors default under any prior mortgage or deed of trust or
fail to cause to be paid any claim, lien or encumbrance which shall be prior
to this Deed of Trust, or to pay, when due, any tax or assessment, or any 
insurance premium, or to keep the Facility in repair as aforesaid, or shall
commit or permit waste, or if there be commenced any action or proceeding 
affecting the Facility or the title thereto, then Beneficiary, at its 
option, may pay such claim, lien, encumbrance, tax, assessment or premium 
with right of subrogation thereunder; may procure such abstracts or other 
evidence of title as it deems necessary; may make such repairs and take such 
steps as it deems advisable to prevent or cure such waste; and may appear in 
any such action or proceeding and retain counsel therein and take such action
therein as it deems advisable, and for any of such purposes it may advance 
such sums of money as it deems necessary. No such payment by Beneficiary
shall impair or affect any of its rights hereunder arising in consequence of 
such failure by the Mortgagors. The Mortgagors shall reimburse Beneficiary for
any amount so paid by Beneficiary pursuant to this Paragraph 16, together with
interest thereon from the date of payment by Beneficiary at the rate provided
in the Facility Note and such amount, together with such interest, shall 
become additional indebtedness secured by this Deed of Trust. Beneficiary 
shall have the right to foreclose for any such amount not so repaid or for any
unpaid installment of principal or interest, subject to the lien of this Deed 
of Trust for the balance of the Facility Note not then due.

17. The Mortgagors agree to execute and deliver to Beneficiary from time to 
time on demand, security agreements and financing statements and such other 
instruments as it may require, in order to impose the lien hereof on the 
goods, fixtures, equipment, appliances and articles of personal property 
heretofore referred to.

18. Neither the value of the Facility nor the lien of this Deed of Trust will 
be diminished or impaired in any way by any act or omission of the Mortgagors 
and the Mortgagors will not do or permit to be done to, in, upon or about said
Facility or any part thereof, anything that may in any way impair the value 
thereof, or weaken, diminish or impair the security of this Deed of Trust.

19. The Mortgagors (a) will not remove or demolish the buildings now or 
hereafter erected upon the Land, nor alter the design or structural character
of any building now or hereafter erected upon the Land so as to diminish the 
value thereof, unless the Beneficiary shall first consent thereto in writing;
(b) will not, except as permitted by the Agreement, sell said Facility without
prior written approval of the Beneficiary, which approval shall not be 
unreasonably withheld or delayed; (c) will comply with all laws, ordinances, 
regulations, covenants, conditions and restrictions which, if not so complied
with, adversely

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affect the Facility; and (d) will not permit the transfer, sale, conveyance, 
lease, encumbrance or other disposition of the Facility in any manner 
prohibited in Article IX of the Agreement.

20. The Mortgagors will protect, save harmless and indemnify Mortgage Trustee
and Beneficiary from and against any and all claims, liabilities, costs and 
expenses, of whatever nature, which may arise or result, directly or 
indirectly, by reason of the use or occupation of the Facility or any part 
thereof.

21. Notwithstanding any other provision of this Deed of Trust to the contrary,
in the event of any non-payment or non-performance under this Deed of Trust, 
neither the Mortgagors nor any of their partners shall have any personal 
liability hereunder, and no holder of this Deed of Trust, shall ask or take or
cause to be asked or taken personal judgment against the Mortgagors or any of
their partners for any matter required to be paid, performed or observed under
this Deed of Trust, it being understood that said holder of this Deed of Trust
will look solely to the Facility, and no other property or assets of the 
Mortgagors or any of their partners shall be subject to levy, execution of 
other enforcement procedure for the satisfaction of the indebtedness evidenced
or secured by this Deed of Trust; provided, that the foregoing provisions of 
this Paragraph 21 (a) shall not constitute a waiver of any indebtedness 
evidenced by the Facility Note secured by this Deed of Trust; (b) shall not 
limit the right of the Beneficiary to exercise its rights hereunder so long 
as no judgment then in the nature of a deficiency judgment shall be asked or 
taken against the Mortgagors or any of their partners; and (c) shall not limit
the rights of the Beneficiary under any guaranty delivered in connection with 
the Facility Note.

22. Should the Mortgage Trustee appointed herein, or his successor, or 
Beneficiary or its successors or assigns, be made defendant in any suit
involving the title to any of the Facility hereby conveyed, or involving the 
validity or priority of the lien of this Deed of Trust, then it is agreed that
in every such case (including all appeals) an attorney's fee in reasonable 
amount shall be fixed by the court in which said suit may be pending, and may 
be adjudged in favor of the attorney or attorneys of record representing the
said parties, or any of them, therein, which fee shall be adjudged against the
Mortgagors, subject to the provisions of Paragraph 21 hereof, on motion made 
therefor as a part of the costs of such proceedings, and that such reasonable 
costs and expenses of the said parties, or any of them, shall also be fixed 
and adjudged as costs therein by the court, and it is agreed that all such 
fees, costs, and expenses of every such proceeding shall be adjudged against 
said Mortgagors, and when so adjudged shall be secured by this Deed of Trust, 
subject to the provisions of Paragraph 21 hereof.

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23. Pursuant to Article VIII of the Agreement, the Mortgagors shall cause to 
be furnished to Beneficiary financial and operating statements of the 
Facility. Such statements shall be delivered to Beneficiary at its offices 
within the times provided in the Agreement.

24. All of the grants, covenants terms, provisions, warranties, agreements and
conditions herein shall run with the Land and shall apply to, bind and inure
to the benefit of, the successors and assigns of the Mortgagors and the 
successors and assigns of Beneficiary and the Mortgage Trustee.

25. It is hereby expressly provided and agreed by Mortgagors that in the event
any one or more of the following events, each of which shall be, and is hereby
defined as, an "Event of Default", shall occur, to wit:

(a) The occurrence of an "Event of Default" under the Agreement, Facility 
    Note or Guaranty (as defined in the Agreement);

(b) The failure by the Mortgagors to observe or perform any term, condition or
    obligation to be observed or performed by them under this Deed of Trust 
    for a period of thirty (30) days after their receipt of written notice 
    from Beneficiary or Mortgage Trustee, specifying such failure and 
    requesting that it be remedied;

(c) The Mortgagors should become insolvent either in the equity or bankruptcy
    definition of the term, or if a voluntary or involuntary petition in 
    bankruptcy of the Mortgagors is filed and such involuntary petition is not
    discharged within sixty (60) days after such filing, or if the Mortgagors 
    make an assignment for the benefit of their creditors, or if a receiver, 
    custodian or trustee is appointed for the Mortgagors' business or property
    and such receiver, custodian or trustee is not discharged within sixty (60)
    days after such appointment, or if the Mortgagors' interest in the 
    Facility shall pass by operation of law as the result of any creditor's 
    action, suit or proceeding; or

(d) If any warranty of the Mortgagors contained herein shall prove to be in 
    any material respect incorrect or if there shall be any other breach of
    such warranty;

THEN AND IN EACH AND EVERY SUCH EVENT:

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(e) The balance of the principal of the Facility Note then outstanding and 
    unpaid and the accrued interest thereon shall, at the option of 
    Beneficiary, become and be due and payable immediately.

(f) Beneficiary may without prior demand or notice and without declaring the
    unpaid principal of the Facility Note to be then due and payable, or after
    declaring such principal to be due and payable, and without regard to the 
    value of the Facility or any part thereof, (i) enforce payment of the 
    Facility Note, and (ii) enforce performance of any terms of this Deed of 
    Trust, the Agreement or the Facility Note.

(g) Upon demand of Mortgage Trustee, the Mortgagors shall forthwith surrender
    to Mortgage Trustee the actual possession of all of the Facility and it 
    shall be lawful (whether or not the Mortgagors have so surrendered 
    possession) for Mortgage Trustee, either personally or by agents or 
    attorneys, forthwith to enter into or upon the Facility and to exclude the
    Mortgagors, the agents and servants of the Mortgagors, and all parties 
    claiming by, through or under the Mortgagors, wholly therefrom, and 
    Mortgage Trustee shall thereupon be (solely and exclusively) entitled to
    possession of said Facility and every part thereof, and to use, operate, 
    manage and control the same, either personally or by managers, agents,
    servants or attorneys, for the benefit of Beneficiary, to the fullest 
    extent authorized by law; and upon every such entry, the Mortgage Trustee 
    may, from time to time, at the expense of the Mortgagors, make all 
    necessary and proper repairs and replacements to the Facility, as the 
    Mortgage Trustee may deem judicious;

(h) The Mortgage Trustee, at the request of Beneficiary, shall proceed to sell,
    either by himself or by agent or attorney, the Facility and every part 
    thereof at public venue or outcry to the highest bidder for cash in hand 
    at the customary place in the County of St. Louis, Missouri, after first 
    giving notice as now required by Sections 443.310 and 443.320, RSMo, and 
    upon such sale Mortgage Trustee shall receive the proceeds of such sale 
    and shall execute and deliver deed or deeds or other instruments of 
    conveyance, assignment and transfer of the property sold, to the 
    purchaser or purchasers thereof; and

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(i) The Mortgage Trustee may proceed by suit or suits at law or in equity as 
    Mortgage Trustee may be advised by counsel to protect the security 
    interest herein or to foreclose this Deed of Trust, and in such event 
    Mortgage Trustee and the Beneficiary shall be entitled to reasonable fees
    for the Mortgage Trustee's services and the services of their attorneys 
    and agents, and for all expenses, costs and outlays, including, without 
    limitations, all costs, expenses and attorney's fees in connection with 
    any appeal proceedings. Upon or at any time after the filing of any suit to
    foreclose the lien hereof, Mortgage Trustee shall be entitled as a matter 
    of right to the appointment of a receiver of the Facility, either before 
    or after sale, without notice and without regard to the solvency or 
    insolvency of the Mortgagors at the time of the application for such 
    receiver, and without regard to the then value of the Facility. The 
    Mortgage Trustee may be appointed as such receiver. Such receiver shall 
    have full power to collect the rents, issues and profits from the 
    Facility and all other powers necessary or incidental for the protection,
    possession, control, management and operation of the Facility.

Upon such sale or sales made by Mortgage Trustee under power herein granted, 
or upon any sale or sales under or by virtue of any judicial proceedings: (i) 
the whole of the Facility, real, personal and mixed, may be sold in one parcel
as an entirety, or the Facility may be sold in separate parcels as may be 
determined by the Mortgage Trustee in his discretion; (ii) Mortgage Trustee 
shall receive the proceeds of such sale or sales and shall execute and deliver
deed or deeds or other appropriate instruments of conveyance, assignment or 
transfer, of the property sold, to the purchaser or purchasers thereof, and 
any deed or other instrument of conveyance, assignment or transfer made and 
delivered by Mortgage Trustee in pursuance of the powers granted and conferred
herein, and all recitals therein contained shall be prima facie evidence of 
the facts therein set forth; (iii) any such sale or sales shall operate to 
divest the Mortgagors of all right, title, interest, claim and demand, either 
at law or in equity, under statute or otherwise, in and to the Facility and 
every part thereof so sold and shall be a perpetual bar, both in law or equity,
against the Mortgagors and any and all persons claiming or to claim from, 
through or under Mortgagors; and (iv) at any such sale or sales Beneficiary may
bid for and purchase the Facility or any part thereof and may make payment 
therefor by presenting to Mortgage Trustee the Facility Note hereby secured so
that there may be endorsed as

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paid thereon the amount of such bid which is to be applied to the payment of 
said Facility Note as herein provided.

Upon the foreclosure and sale of the Facility, or any part thereof, the 
proceeds of such sale or sales shall be applied as follows: First, to the 
cost and expense of executing this trust, including reasonable compensation of 
Mortgage Trustee and reasonable attorney's fees, publication fees, cost of 
procuring title certificates, continuing abstracts, and title searches 
or examinations reasonably necessary or proper; next, to the payment of any 
and all costs and expenses of the Beneficiary incurred in the collection of 
the indebtedness secured hereby, including reasonable attorney's fees, with 
interest thereon as hereinabove provided; next, to the payment of the balance 
of the indebtedness evidenced by the Facility Note secured hereby, including 
any and all advances, with interest thereon as therein provided; and any 
surplus thereafter shall be paid to the Mortgagors.

Each time it shall become necessary to issue an advertisement of foreclosure, 
and sale is not had, the Mortgage Trustee shall be entitled to receive the sum 
of Fifty Dollars ($50.00) for services and the amount of all advertising 
charges from the Mortgagors, all of which shall be further secured hereby.

The Mortgage Trustee may resign at any time by written instrument to that 
effect delivered to Beneficiary. Beneficiary shall be entitled to remove, at 
any time or from time to time, the Mortgage Trustee and to select a successor 
in trust to the Mortgage Trustee. In case of the death, removal, resignation, 
refusal to act, or otherwise being unable to act of the Mortgage Trustee, 
Beneficiary shall be entitled to select and appoint a successor Mortgage 
Trustee hereunder by an instrument duly executed, acknowledged and recorded in
the manner and form for conveyances of real estate in the State of Missouri, 
and any such successor Mortgage Trustee shall thereupon succeed as Mortgage 
Trustee hereunder and to all of the rights, powers, duties, obligations, and
estate of said Mortgage Trustee as if specifically named herein, provided no 
defect or irregularity in the resignation or removal of said Mortgage Trustee 
or in the appointment of a successor Mortgage Trustee or in the execution and 
recording of such instrument shall affect the validity of said resignation, 
removal, or appointment or any act or thing done by such successor Mortgage 
Trustee pursuant thereto.

It is agreed that Mortgage Trustee shall not be disqualified from acting as 
Mortgage Trustee hereunder or from performing any of the duties of Mortgage 
Trustee, or from exercising the rights, powers and remedies herein granted, by
reason of the fact that the Mortgage Trustee is an officer, employee or 
stockholder of Beneficiary or is interested, directly or indirectly, as the 
holder of the Facility Note hereby secured. The Mortgagors hereby expressly 
consent to Mortgage Trustee

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acting as Mortgage Trustee irrespective of the fact that Mortgage Trustee 
might be otherwise disqualified for any of the foregoing reasons, and that 
any interest which Mortgage Trustee or any successor Mortgage Trustee shall 
have or may acquire in the obligations hereby secured, or the Facility hereby 
conveyed, shall neither interfere with nor prevent his acting as Mortgage 
Trustee or from purchasing said Facility at said sale or sales, and all 
parties waive an objection to Mortgage Trustee having or acquiring any such 
interest in the obligations or property aforesaid and continuing to act as 
Mortgage Trustee.

26. No remedy herein conferred upon or reserved to Mortgage Trustee or 
Beneficiary is intended to be exclusive of any other remedy, but every remedy 
herein provided shall be cumulative, and shall be in addition to every other 
remedy given hereunder or now or hereafter existing at law or in equity, or by
statute; and every power and remedy given by the Deed of Trust to Mortgage 
Trustee or to Beneficiary may be exercised from time to time and as often as 
may be deemed expedient. No delay or omission by Mortgage Trustee or by 
Beneficiary to exercise any right or power arising from any default shall 
impair any such right or power or shall be construed to be a waiver of any 
default or an acquiescence therein. In case Mortgage Trustee shall have 
proceeded to enforce any right under this Deed of Trust by foreclosure, entry
or otherwise, and such proceedings shall have been discontinued or abandoned 
because of waiver or for any other reason, or shall have been determined 
adversely, then, and in such and every such case, the Mortgagors and 
Mortgage Trustee shall severally and respectively be restored to their former
positions and rights hereunder in respect of the Land and Facility, and all 
rights, remedies and powers of Beneficiary shall continue as though no such 
proceedings had been taken.

The Mortgage Trustee covenants faithfully to perform and fulfill the trust 
herein created, being liable, however, only for willful negligence or 
misconduct.

The Mortgaqe Trustee hereby lets said Facility to the Mortgagors until this 
instrument be released and satisfied, or until an Event of Default hereunder, 
upon the following terms and conditions, to-wit: the Mortgagors and every and
all persons claiming or possessing such Facility, or any part thereof, by, 
through or under them shall pay rent therefor during said term at the rate of 
one cent (1 cent) per month, payable upon demand, and shall and will surrender
immediate peaceable possession of said Facility, and any and every part 
thereof to the Mortgage Trustee, immediately upon such default and notice or 
demand therefor and said Mortgage Trustee may thereupon rent the same for the
account of the holders of the Facility Note, until foreclosure is had and 
during any proceeding to redeem and then deliver possession to the purchaser
at the Mortgage Trustee's sale.

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This Deed of Trust and all provisions hereof, except as otherwise provided, 
shall extend to and be binding upon the Mortgagors and all parties claiming 
by, through or under the Mortgagors. The term "Beneficiary" shall be deemed to
mean and include the endorsee(s), transferee(s), or the holder(s) at the time
being of the Facility Note hereinabove described, and the successor or 
successors and assigns of Beneficiary, and the term "Mortgage Trustee" shall 
be deemed to mean and include any successor or successors of the Mortgage 
Trustee in the trust hereby created; and the covenants and agreements shall 
bind and inure to the benefit of the heirs, successors and assigns of the 
Mortgagors and the successor in trust of the Mortgage Trustee and the 
endorsee(s), transferee(s) and successors of Beneficiary.

Until an Event of Default as herein defined shall occur, the Mortgagors shall 
be entitled to remain in possession of the Facility, and if the Mortgagors 
shall well and truly pay or cause to be paid to Beneficiary the said principal
with interest thereon, and the other obligations and covenants hereby secured 
as and when the same shall become due and payable under the terms of said 
Facility Note, then this trust shall cease and be void and the Facility 
hereinbefore conveyed shall be released at the cost of the Mortgagors.

27. A waiver, in one or more instances, of any of the terms and provisions of 
this Deed of Trust shall apply to the particular instance or instances, at the
particular time or times only, and shall not be deemed to be a continuing 
waiver.

28. All notices, demands, requests 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, return receipt requested, addressed to the respective
parties hereto at their respective addresses specified below or such other 
addresses as either party may specify in writing to the other:

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

To Mortgage Trustee: William P. Foley
                     7980 Clayton Road
                     St. Louis, Missouri 63117

To Beneficiary:      Fogelman Mortgage L.P. I
                     c/o Prudential-Bache Properties, Inc.
                     One Seaport Plaza
                     199 Water Street
                     New York, New York 10038

- 13 -

<PAGE>
The Mortgagors, Beneficiary and the Mortgage Trustee may, by notice given 
hereunder, designate any further or different address to which subsequent 
notices, demands, requests and other communications shall be sent.

29. Mortgagors hereby assign and transfer to Beneficiary all rents, issues,
proceeds, revenues and income from the Facility, including all rents now due or
which may hereafter become due under all leases thereof, whether written or 
verbal, now existing or hereafter made, as additional security for the 
indebtedness secured hereby, and Beneficiary is given a prior and continuing 
lien thereon. Mortgagors hereby appoint Beneficiary as their attorney-in-fact
with power to collect said rents, revenues and income with or without suit, 
and apply the same, less expenses of collection, to said indebtedness; 
provided, however, that Mortgagors may exercise all acts of ownership and 
collection of rents, revenues and income until an Event of Default occurs 
under the provisions of this Deed of Trust.

30. This Deed of Trust has been made in the State of Missouri and shall be 
governed exclusively by the applicable laws of Missouri.

31. All capitalized, undefined terms used herein shall have the same meanings
as in the Loan Agreement of even date herewith between Beneficiary and 
Mortgagors.

32. Whenever possible, each provision of this Mortgage is to be interpreted in 
such manner as to be effective and valid under applicable law, but if any
provision of this Mortgage, or the application thereof to particular 
circumstances, shall be ultra vires or prohibited by or invalid under 
applicable law, such provision or its application to such circumstances shall
be ineffective to the extent of such prohibition or invalidity, without 
invalidating the remainder of such provision or its application to all other
circumstances, or the remaining provisions of this Mortgage, which shall be 
effective and valid.

- 14 -

<PAGE>
IN WITNESS WHEREOF, the Mortgagors have executed this instrument, and Mortgage
Trustee, in token of his acceptance of the trust herein created, has affixed 
his name hereto, the day and year first above written.

                 "Mortgagors"

                  FPI CHESTERFIELD, LTD.
                  Fogelman Properties, Inc.,

                  By: /s/ L. Don Campbell
                      ------------------------------
                      L. Don Campbell

                  Title:  Vice President

                  Attest: (Illegible Signature)
                         ---------------------------
                                               (SEAL)

- 15 -

<PAGE>

STATE OF TENNESSEE )
                   ) SS
COUNTY OF SHELBY   )

On this 8th day of July, in the year 1987, before me, Nunda L. Mathis, a
Notary Public in and for said state, personally appeared L. Don Campbell, Jr.,
to me personally known, who, being by me duly sworn, did say that he is Vice 
President of Fogelman Properties, Inc., general partner of FPI Chesterfield, 
Ltd., a Missouri Limited Partnership, and that the said Deed of Trust was 
signed in behalf of said corporation as general partner of said limited
partnership, and the seal affixed hereto is the seal of said corporation, and
further acknowledged said instrument to be the free act and deed of said 
corporation on behalf of said limited partnership

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal.

                            /s/ Nunda L. Mathis
                                -------------------------------
                                Notary Public
                                Nunda L. Mathis

My Commission Expires:          (SEAL)

March 13, 1989

- 16 -

<PAGE>

STATE OF TENNESSEE )
                   ) SS
COUNTY OF SHELBY   )

On this 19th day of August, in the year 1987, before me, Nunda L. Mathis, a 
Notary Public in and for said state, personally appeared L. Don Campbell, Jr.,
to me personally known, who, being by me duly sworn, did say that he is Vice 
President of Fogelman Properties, Inc., general partner of FPI Chesterfield,
Ltd., a Missouri Limited Partnership, and that the said Deed of Declaration 
was signed in behalf of said corporation as general partner of said limited 
partnership, and acknowledged said instrument to be the free act and deed of 
said corporation on behalf of said limited partnership

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal.

                          /s/ Nunda L. Mathis
                              --------------------------
                              Notary Public
                              Nunda L. Mathis

My Commission Expires:          (SEAL)

March 13, 1989


<PAGE>

EXHIBIT A
Legal Description

A tract of land being in Section 16, Township 45 North, Range 4 East, St.
Louis County, Missouri, and being more particularly described as follows:

COMMENCING at the southwest corner of Lot 7 of Thomas K. Humphrey's Estate,
recorded in Plat Book 387, Page 492, of the City of St. Louis Records;
THENCE South 89 degrees 48 minutes 19 seconds East along the southerly line of
said Lot 7, a distance of 454.34 feet to the TRUE POINT OF BEGINNING;
THENCE continuing on the southerly lot line of Lot 7, South 89 degrees 48 
minutes 19 seconds East 886.82 feet; THENCE South 89 degrees 57 minutes 15 
seconds East along the southerly line of Lot 6 of Thomas K. Humphrey's Estate 
895.07 feet to the westerly line of Lake Post Commons, recorded in Plat Book 
178, Page 5, St. Louis County Records; THENCE South 00 degrees 08 minutes 23 
seconds East along the westerly line of Lake Post Commons 1099.30 feet; THENCE 
South 31 degrees 20 minutes 36 seconds East along the southwesterly line of Oak
Plat Number 2, recorded in Plat Book 177, Pages 82 and 83 a distance of 354.81
feet; THENCE South 29 degrees 42 minutes 36 seconds East along the westerly 
line of Windsor Manor Condominium Plat 1, recorded in Plat Book 216, Page 69 
and 70 a distance of 198.25 feet; THENCE North 71 degrees 50 minutes 12
seconds East along the southerly line of Windsor Manor Condominium Plat 1 a
distance of 511.59 feet; THENCE South 19 degrees 11 minutes 12 seconds East
along the westerly line of property now or formerly of Lucille H. Barr, 
recorded in Deed Book 7629, Page 190 a distance of 196.31 feet; THENCE North 
71 degrees 02 minutes 48 seconds along the southerly line of said Barr 
property a distance of 158.53 feet; THENCE South 21 degrees 52 minutes 12 
seconds East along the westerly line of property now or formerly of Jacob L.
Babbler, recorded in Deed Book 1534, Page 578 and also in Deed Book 1555, 
Page 579 a distance of 468.04 feet; THENCE along the northwesterly line of 
Clarkson Square Plat 1, recorded in Plat Book 218, Pages 42 and 43 the 
following courses and distances: South 86 degrees 58 minutes 15 seconds West 
204.01 feet, South 62 degrees 49 minutes 35 seconds West 170.80 feet, South 48
degrees 50 minutes 27 seconds West 248.75 feet; THENCE South 24 degrees 57 
minutes 54 seconds West 134.75 feet; THENCE South 61 degrees 37 minutes 19 
seconds West 243.62 feet; THENCE along the westerly right of way line of 
Proposed Baxter Road the following courses and distances: North 28 degrees 22
minutes 41 seconds West 279.37 feet to a point of curvature; THENCE along a 
curve to the left, radius equal to 940.00 feet, central angle equal to 20 
degrees 58 minutes 26 seconds, an arc distance of 344.10 feet; THENCE North 49
degrees 21 minutes 07 seconds West 1623.36 feet to a point of curvature; 
THENCE on a curve to the right, radius equal to 1535.00 feet, central angle
equal to 27 degrees 47 minutes 51 seconds, an arc distance of 744.72 feet;
THENCE North 21 degrees 33 minutes 16 seconds West 320.57 feet to a point of
curvature; THENCE on a curve to the left, radius equal to 1419.46 feet, 
central angle equal to 00 degrees 25 minutes 34 seconds, an arc distance of 
10.56 feet to the POINT OF BEGINNING.

Above described parcel contains 2,844,396 square feet or 65.298 acres and is 
SUBJECT TO all easements, restrictions, reservations and conditions of record,
if any.

<PAGE>

EXHIBIT A
LAND DESCRIPTION
WESTMONT
65.298 Acres
August 26, 1986

A tract of land being in Section 16, Township 45 North, Range 4 East, St. 
Louis County, Missouri, and being more particularly described as follows:

COMMENCING at the southwest corner of Lot 7 of Thomas K. Humphrey's Estate, 
recorded in Plat Book 387, Page 492, of the City of St. Louis Records; 
THENCE South 89 degrees 48 minutes 19 seconds East along the southerly line of
said Lot 7, a distance of 454.34 feet to the TRUE POINT OF BEGINNING; THENCE
continuing on the southerly lot line of Lot 7, South 89 degrees 48 minutes 19
seconds East 886.82 feet; THENCE South 89 degrees 57 minutes 15 seconds East 
along the southerly line of Lot 6 of Thomas K. Humphrey's Estate 895.07 feet 
to the westerly line of Lake Post Commons, recorded in Plat Book 178, Page 5,
St. Louis County Records; THENCE South 00 degrees 08 minutes 23 seconds East 
along the westerly line of Lake Post Commons 1099.30 feet; THENCE South 31 
degrees 20 minutes 36 seconds East along the southwesterly line of Oak Plat 
Number 2, recorded in Plat Book 177, Pages 82 and 83 a distance of 354.81 
feet; THENCE South 29 degrees 42 minutes 36 seconds East along the westerly 
line of Windsor Manor Condominium Plat 1, recorded in Plat Book 216, Pages 69
and 70 a distance of 199.25 feet; THENCE North 71 degrees 50 minutes 12 
seconds East along the southerly line of Windsor Manor Condominium Plat 1 a 
distance of 511.59 feet; THENCE South 19 degrees 11 minutes 12 seconds East 
along the westerly line of property now or formerly of Lucille H. Barr, 
recorded in Deed Book 7629, Page 190 a distance of 196.31 feet; THENCE North 
71 degrees 02 minutes 48 seconds along the southerly line of said Barr 
property a distance of 158.53 feet; THENCE South 21 degrees 52 minutes 12 
seconds East along the westerly line of property now or formerly of Jacob L. 
Babbler, recorded in Deed Book 1534, Page 578 and also in Deed Book 1555, Page
579 a distance of 468.04 feet; THENCE along the northwesterly line of Clarkson
Square Plat 1, recorded in Plat Book 218, Pages 42 and 43 the following 
courses and distances: South 86 degrees 58 minutes 15 seconds West 204.01 
feet, South 62 degrees 49 minutes 35 seconds West 170.80 feet, South 48 
degrees 50 minutes 27 seconds West 248.75 feet; THENCE South 24 degrees 57 
minutes 54 seconds West 134.75 feet; THENCE South 61 degrees 37 minutes 19 
seconds West 243.62 feet; THENCE along the westerly right of way line of 
Proposed Baxter Road the following courses and distances: North 28 degrees 22
minutes 41 seconds West 279.37 feet to a point of curvature; THENCE along a
curve to the left, radius equal to 940.00 feet, central angle equal to 20 
degrees 58 minutes 26 seconds, an arc distance of 344.10 feet; THENCE North 
49 degrees 21 minutes 07 seconds West 1623.35 feet to a point of curvature; 
THENCE on a curve to the right, radius equal to 1535.00 feet, central angle
equal to 27 degrees 47 minutes 51 seconds, an arc distance of 744.71 feet;
THENCE North 21 degrees 33 minutes 16 seconds West 320.57 feet to a point
of curvature; THENCE on a curve to the left, radius equal to 1419.46 feet, 
central angle equal to 00 degrees 25 minutes 34 seconds, an arc distance of 
10.56 feet to the POINT OF BEGINNING.

Above described parcel contains 2,844,396 square feet or 65.298 acres and 
is SUBJECT TO all easements, restrictions, reservations and conditions of
record, if any.

anb
0541L

<PAGE>

RECORD AND RETURN TO:
Kaye, Scholer, Fierman, Hays & Handler
425 Park Avenue
New York, New York 10022
Attention: Charles Rosenzweig, Esq.

FIRST AMENDMENT TO
DEED OF TRUST, ASSIGNMENT OF
RENTS AND LEASES AND SECURITY AGREEMENT

THIS AGREEMENT made and entered into as of the 1st day of January, 1990 by and
between FPI CHESTERFIELD, L.P. (formerly known as FPI Chesterfield, Ltd.), 
a Missouri limited partnership with offices at 5400 Poplar Avenue, Memphis, 
Tennessee 38119, hereinafter referred to as "Grantor," and FOGELMAN 
MORTGAGE, L.P. I, a Tennessee limited partnership with offices at 5400 
Poplar Avenue, Memphis, Tennessee 38119, hereinafter referred to as 
"Beneficiary";

W I T N E S S E T H:

WHEREAS, Grantor and Beneficiary have heretofore entered into that certain 
Loan Agreement (the "Loan Agreement") dated as of July 8, 1987 whereby, among 
other things, Beneficiary agreed to lend Grantor the principal amount of 
$23,320,000;

WHEREAS, Grantor has heretofore executed and delivered to Beneficiary that 
certain Westmont Multi-Family Housing Facility Note (the "Note") dated July 8,
1987 in the original principal amount of $23,320,000;

WHEREAS, Grantor has heretofore executed and delivered to Beneficiary 
that certain Deed of Trust, Assignment of Rents and Leases and Security 
Agreement (the "Deed of Trust") dated as of July 8, 1987 and filed for record
on July 21, 1987 in Book 8189, Page 2364 of the Register of Deeds of St. Louis
County, State of Missouri, securing the Note and constituting a first lien on
the premises more particularly described on Schedule A attached hereto;

WHEREAS, in connection with the Consensual Reorganization of the Business 
Affairs of Avron B. Fogelman and Related Entities as of July 31, 1990, Grantor
and Beneficiary have executed and delivered (i) that certain Promissory Note 
Modification Agreement dated of even date herewith (the "Note

DOC #348224

<PAGE>

Modification") and (ii) that certain Amendment to Loan Agreement dated of even
date herewith (the "Amendment to Loan Agreement"); and

WHEREAS, the parties hereto desire to amend the Deed of Trust in connection 
with the execution and delivery of the Note Modification and the Amendment to 
Loan Agreement.

NOW THEREFORE, and in consideration of the sum of $10.00 cash in hand paid 
and other good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Modification of Deed of Trust.
(a) All references in the Deed of Trust to the Note shall be deemed to 
refer to the Note as amended by the Note Modification.

(b) All references in the Deed of Trust to the Loan Agreement shall be deemed 
to refer to the Loan Agreement as amended by the Amendment to Loan Agreement.

(c) The terms, covenants and conditions of the Loan Agreement, as amended 
by the Amendment to Loan Agreement, are hereby incorporated in, and made a 
part of, the Deed of Trust.  In the event of any inconsistency between the 
terms of the Deed of Trust and the terms of the Loan Agreement, the terms of 
the Loan Agreement shall govern.

2. Full Force and Effect. Except as specifically modified hereby, the terms 
and conditions of the Deed of Trust are hereby ratified and confirmed and 
remain in full force and effect.

3. Successors and Assigns. This Agreement shall bind and inure to the benefit 
of the parties hereto and their respective successors and assigns.

DOC #348224                    2

<PAGE>

4. Counterparts. This Agreement may be signed in two counterparts, each of 
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment 
to Deed of Trust, Assignment of Rents and Leases and Security Agreement to be
duly executed and delivered as of the date first above written.

                       GRANTOR:

                       FPI CHESTERFIELD, L.P.

                       By:  Fogelman Properties, Inc.,
                            General Partner

                            By: /s/ L. Don Campbell, Jr.
                                ----------------------------
                                Name:  L. Don Campbell, Jr.
                                Title: Executive Vice President

                       BENEFICIARY:

                       FOGELMAN MORTGAGE, L.P. I

                       By: Prudential-Bache Properties, Inc., 
                           General Partner

                           By: /s/ Chester A. Piskorowski
                               -----------------------------
                               Name:  Chester A. Piskorowski
                               Title: Vice President

DOC #348224                         3

<PAGE>

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

On this 14 day of January, 1991, before me, appeared Chester A. Piskorowski
to me personally known, who being by me duly sworn, did say that, he is the 
Vice President of Prudential-Bache Properties, Inc., a Delaware corporation 
and a general partner of Fogelman Mortgage, L.P. I, a Tennessee limited 
partnership, and that said instrument was signed on behalf of said corporation
by authority of its Board of Directors as a general partner of said 
partnership, and acknowledged said instrument to be the free act and deed of 
said corporation as a general partner of said partnership.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal
at my office in New York, New York, the day and year last above written.


                                      /s/ Michelle Lavacca
                                          -----------------------------
                                          Notary Public in and for said
                                          County and State

My Commission Expires:

------------------------
       (Seal)

DOC #348224

<PAGE>


STATE OF TENNESSEE )
                   ) ss:
COUNTY OF SHELBY   )

On this 16th day of January, 1991, before me, appeared L. Don Campbell, Jr.
to me personally known, who being by me duly sworn, did say that he is the 
Executive Vice President of Fogelman Properties, Inc., a Tennessee corporation 
and a general partner of FPI Chesterfield, L.P., a Missouri limited 
partnership, and that said instrument was signed on behalf of said corporation
by authority of its Board of Directors as a general partner of said 
partnership, and acknowledged said instrument to be the free act and deed of 
said corporation as a general partner of said partnership.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal
at my office in Memphis, Tennessee, the day and year last above written.

                                /s/ M. Elaine Green
                                    -----------------------------
                                    Notary Public in and for said
                                    County and State
                                    (Seal)

My Commission Expires:

My Commission Expires June 20, 1992

DOC #348224

<PAGE>


SCHEDULE A
LAND DESCRIPTION
WESTMONT

65.298 Acres

A tract of land being in Section 16, Township 45 North, Range 4 East, St. 
Louis County, Missouri, and being more particularly described as follows:

COMMENCING at the southwest corner of Lot 7 of Thomas K. Humphrey's Estate, 
recorded in Plat Book 387, Page 492, of the City of St. Louis Records; THENCE 
South 89 degrees 48 minutes 19 seconds East along the southerly line of said 
Lot 7, a distance of 454.34 feet to the TRUE POINT OF BEGINNING; THENCE 
continuing on the southerly lot line of Lot 7, South 89 degrees 48 minutes 19
seconds East 886.82 feet; THENCE South 89 degrees 57 minutes 15 seconds East 
along the southerly line of Lot 6 of Thomas K. Humphrey's Estate 895.07 feet
to the westerly line of Lake Post Commons, recorded in Plat Book 178, Page 5,
St. Louis County Records; THENCE South 00 degrees 08 minutes 23 seconds East
along the westerly line of Lake Post Commons 1099.30 feet; THENCE South 31
degrees 20 minutes 36 seconds East along the southwesterly line of Oak Plat
Number 2, recorded in Plat Book 177, Pages 82 and 83 a distance of 354.81 
feet; THENCE South 29 degrees 42 minutes 36 seconds East along the westerly
line of Windsor Manor Condominium Plat 1, recorded in Plat Book 216, Pages 69
and 70 a distance of 199.25 feet; THENCE North 71 degrees 50 minutes 12 seconds
East along the southerly line of Windsor Manor Condominium Plat 1 a distance of
511.59 feet; THENCE South 19 degrees 11 minutes 12 seconds East along the 
westerly line of property now or formerly of Lucille H. Barr, recorded in Deed
Book 7629, Page 190 a distance of 196.31 feet; THENCE North 71 degrees 02 
minutes 48 seconds along the southerly line of said Barr property a distance
of 158.53 feet; THENCE South 21 degrees 52 minutes 12 seconds East along the 
westerly line of property now or formerly of Jacob L. Babbler, recorded in Deed
Book 1534, Page 578 and also in Deed Book 1555, Page 579 a distance of 468.04
feet; THENCE along the northwesterly line of Clarkson Square Plat 1, recorded
in Plat Book 218, Pages 42 and 43 the following courses and distances: South 86
degrees 58 minutes 15 seconds West 204.01 feet, South 62 degrees 49 minutes 35
seconds West 170.80 feet, South 48 degrees 50 minutes 27 seconds West 248.75
feet; THENCE South 24 degrees 57 minutes 54 seconds West 134.75 feet; THENCE
South 61 degrees 37 minutes 19 seconds West 243.62 feet; THENCE along the 
westerly right of way line of Proposed Baxter Road the following courses and 
distances: North 28 degrees 22 minutes 41 seconds West 279.37 feet to a point 
of curvature; THENCE along a curve to the left, radius equal to 940.00 feet,
central angle equal to 20 degrees 58 minutes 26 seconds, an arc distance of 
344.10 feet; THENCE North 49 degrees 21 minutes 07 seconds West 1623.35 feet
to a point of curvature; THENCE on a curve to the right, radius equal to 
1535.00 feet, central angle equal to 27 degrees 47 minutes 51 seconds, an arc
distance of 744.71 feet; THENCE North 21 degrees 33 minutes 16 seconds West 
320.57 feet to a point of curvature; THENCE on a curve to the left, radius 
equal to 1419.46 feet, central angle equal to 00 degrees 25 minutes 34 
seconds, an arc distance of 10.56 feet to the POINT OF BEGINNING.

Above described parcel contains 2,844,396 square feet or 65.298 acres and 
is SUBJECT TO all easements, restrictions, reservations and conditions of
record, if any.