CONSULT YOUR LAWYER BEFORE SIGNING THIS INSTRUMENT--THIS INSTRUMENT SHOULD BE
                             USED BY LAWYERS ONLY.

                    ----------------------------------------

THIS MORTGAGE, made the 29th day of January, nineteen hundred and ninety-nine

BETWEEN WESTERN BEEF PROPERTIES, INC., a New York corporation having an office
at 47-05 Metropolitan Avenue, Ridgewood, New York 11385, the mortgagor, and LOJO
REALTY INC., a New York corporation having an office at 73-39 68th Avenue,
Middle Village, New York 11379, the mortgagee,

WITNESSETH, that to secure the payment of an indebtedness in the sum of One
Hundred Sixty Thousand and 00/100 ($160,000.00) dollars, lawful money of the
United States, to be paid in eighty-four (84) equal monthly installments of Two
Thousand Three Hundred Thirty-Seven and 37/100 ($2,337.37) Dollars commencing
March 1, 1999, and continuing through February 1, 2006 with interest thereon to
be computed from the date hereof, at the rate of six (6%) per centum per annum,
with each monthly installment being used first to pay the interest on the unpaid
principal sum and then to reduce the principal sum according to a certain bond,
note or obligation bearing even date herewith, the mortgagor hereby mortgages to
the mortgagee

ALL that certain plot, piece or parcel of land, with the buildings and
improvements thereon erected, situate, lying and being in the Borough of Queens,
City and State of New York, designated on the Tax Map of the City of New York
for the Borough of Queens, as said Tax Map was on July 22, 1975, Block 3555,
Lots 1 and 8, being bounded and described as follows:

BEGINNING at the corner formed by the intersection of the northeasterly side of
Wyckoff Avenue and the southeasterly side of Summerfield Avenue;

RUNNING THENCE Northeasterly, along the southeasterly side of Summerfield
Avenue, 84.51 feet;

THENCE Southeasterly, at right angles to the southeasterly side of Summerfield
Avenue, 100.05 feet;

THENCE Northeasterly, at right angles to the last mentioned course, 4.30 feet;

THENCE Southeasterly, at right angles to the northwesterly side of Decatur
Street, 100.05 feet to the northwesterly side of Decatur Street;

THENCE Southwesterly along the northwesterly side of Decatur Street, 100.08 feet
to the northeasterly side of Wyckoff Avenue;

THENCE Northwesterly along the northeasterly side of Wyckoff Avenue, 200.42 feet
to the point or place of BEGINNING.
<PAGE>

TOGETHER with all right, title and interest of the mortgagor in and to the land
lying in the streets and roads in front of and adjoining said premises;

TOGETHER with all fixtures, chattels and articles of personal property now or
hereafter attached to or used in connection with said premises, including but
not limited to furnaces, boilers, oil burners, radiators and piping, coal
stokers, plumbing and bathroom fixtures, refrigeration, air conditioning and
sprinkler systems, wash-tubs, sinks, gas and electric fixtures, stoves, ranges,
awnings, screens, window shades, elevators, motors, dynamos, refrigerators,
kitchen cabinets, incinerators, plants and shrubbery and all other equipment and
machinery, appliances, fittings, and fixtures of every kind in or used in the
operation of the buildings standing on said premises, together with any and all
replacements thereof and additions thereto;

TOGETHER with all awards heretofore and hereafter made to the mortgagor for
taking by eminent domain the whole or any part of said premises or any easement
therein, including any awards for changes of grade of streets, which said awards
are hereby assigned to the mortgagee, who is hereby authorized to collect and
receive the proceeds of such awards and to give proper receipts and acquittances
therefor, and to apply the same toward the payment of the mortgage debt,
notwithstanding the fact that the amount owing thereon may not then be due and
payable; and the said mortgagor hereby agrees, upon request, to make, execute
and deliver any and all assignments and other instruments sufficient for the
purpose of assigning said awards to the mortgagee, free, clear and discharged of
any encumbrances of any kind or nature whatsoever.

AND the mortgagor covenants with the mortgagee as follows:

1. That the mortgagor will pay the indebtedness as hereinbefore provided.

2. That the mortgagor will keep the buildings on the premises insured against
loss by fire for the benefit of the mortgagee; that he will assign and deliver
the policies to the mortgagee; and that he will reimburse the mortgagee for any
premiums paid for insurance made by the mortgagee on the mortgagor's default in
so insuring the buildings or in so assigning and delivering the policies.

3. That no building on the premises shall be altered, removed or demolished
without the consent of the mortgagee.

4. That the whole of said principal sum and interest shall become due at the
option of the mortgagee: after default in the payment of any instalment of
principal or of interest for fifteen days; or after default in the payment of
any tax, water rate, sewer rent or assessment for thirty days after notice and
demand; or after default after notice and demand either in assigning and
delivering the policies insuring the buildings against loss by fire or in
reimbursing the mortgagee for premiums paid on such insurance, as hereinbefore
provided; or after default upon request in furnishing a statement of the amount
due on the mortgage and whether any offsets or defenses exist against the
mortgage debt, as hereinafter provided. An assessment which has been made
payable in instalments at the application of the mortgagor or lessee of the
premises shall nevertheless, for the purpose of this paragraph, be deemed due
and payable in its entirety on the day the first instalment becomes due or
payable or a lien.

5. That the holder of this mortgage, in any action to foreclose it, shall be
entitled to the appointment of a receiver.

6. That the mortgagor will pay all taxes, assessments, sewer rents or water
rates, and in default thereof, the mortgagee may pay the same.

7. That the mortgagor within five days upon request in person or within ten days
upon request by mail will furnish a written statement duly acknowledged of the
amount due on this mortgage and whether any offsets or defenses exist against
the mortgage debt.

8. That notice and demand or request may be in writing and may be served in
person or by mail.

9. That the mortgagor warrants the title to the premises.

10. That the fire insurance policies required by paragraph No. 2 above shall
contain the usual extended coverage endorsement; that in addition thereto the
mortgagor, within thirty days after notice and demand, will keep the premises
insured against war risk and any other hazard that may reasonably be required by
the mortgagee. All of the provisions of paragraphs No. 2 and No. 4 above
relating to fire insurance and the provisions of Section 254 of the Real
Property Law construing the same shall apply to the additional insurance
required by this paragraph.

11. That in case of a foreclosure sale, said premises, or so much thereof as may
be affected by this mortgage, may be sold in one parcel.

12. That if any action or proceeding be commenced (except an action to foreclose
this mortgage or to collect the debt secured thereby), to which action or
proceeding the mortgagee is made a party, or in which it becomes necessary to
defend or uphold the lien of this mortgage, all sums paid by the mortgagee for
the expense of any litigation to prosecute or defend the rights and lien created
by this mortgage (including reasonable counsel fees), shall be paid by the
mortgagor, together with interest thereon at the rate of six per cent. per
annum, and any such sum and the interest thereon shall be a lien on said
premises, prior to any right, or title to, interest in or claim upon said
premises attaching or accruing subsequent to the lien of this mortgage, and
shall be deemed to be secured by this mortgage. In any action or proceeding to
foreclose this mortgage, or to recover or collect the debt secured thereby, the
provisions of law respecting the recovering of costs, disbursements and
allowances shall prevail unaffected by this covenant.
<PAGE>

13. That the mortgagor hereby assigns to the mortgagee the rents, issues and
profits of the premises as further security for the payment of said
indebtedness, and the mortgagor grants to the mortgagee the right to enter upon
and to take possession of the premises for the purpose of collecting the same
and to let the premises or any part thereof, and to apply the rents, issues and
profits, after payment of all necessary charges and expenses, on account of said
indebtedness. This assignment and grant shall continue in effect until this
mortgage is paid. The mortgagee hereby waives the right to enter upon and to
take possession of said premises for the purpose of collecting said rents,
issues and profits, and the mortgagor shall be entitled to collect and receive
said rents, issues and profits until default under any of the covenants,
conditions or agreements contained in this mortgage, and agrees to use such
rents, issues and profits in payment of principal and interest becoming due on
this mortgage and in payment of taxes, assessments, sewer rents, water rates and
carrying charges becoming due against said premises, but such right of the
mortgagor may be revoked by the mortgagee upon any default, on five days'
written notice. The mortgagor will not, without the written consent of the
mortgagee, receive or collect rent from any tenant of said premises or any part
thereof for a period of more than one month in advance, and in the event of any
default under this mortgage will pay monthly in advance to the mortgagee, or to
any receiver appointed to collect said rents, issues and profits, the fair and
reasonable rental value for the use and occupation of said premises or of such
part thereof as may be in the possession of the mortgagor, and upon default in
any such payment will vacate and surrender the possession of said premises to
the mortgagee or to such receiver, and in default thereof may be evicted by
summary proceedings.

14. That the whole of said principal sum and the interest shall become due at
the option of the mortgagee: (a) after failure to exhibit to the mortgagee,
within ten days after demand, receipts showing payment of all taxes, water
rates, sewer rents and assessments; or (b) after the actual or threatened
alteration, demolition or removal of any building on the premises without the
written consent of the mortgagee; or (c) after the assignment of the rents of
the premises or any part thereof without the written consent of the mortgagee;
or (d) if the buildings on said premises are not maintained in reasonably good
repair; or (e) after failure to comply with any requirement or order or notice
of violation of law or ordinance issued by any governmental department claiming
jurisdiction over the premises within three months from the issuance thereof; or
(f) if on application of the mortgagee two or more fire insurance companies
lawfully doing business in the State of New York refuse to issue policies
insuring the buildings on the premises; or (g) in the event of the removal,
demolition or destruction in whole or in part of any of the fixtures, chattels
or articles of personal property covered hereby, unless the same are promptly
replaced by similar fixtures, chattels and articles of personal property at
least equal in quality and condition to those replaced, free from chattel
mortgages or other encumbrances thereon and free from any reservation of title
thereto; or (h) after thirty days' notice to the mortgagor, in the event of the
passage of any law deducting from the value of land for the purposes of taxation
any lien thereon, or changing in any way the taxation of mortgages or debts
secured thereby for state or local purposes; or (i) if the mortgagor fails to
keep, observe and perform any of the other covenants, conditions or agreements
contained in this mortgage.

15. That the mortgagor will, in compliance with Section 13 of the Lien Law,
receive the advances secured hereby and will hold the right to receive such
advances as a trust fund to be applied first for the purpose of paying the cost
of the improvement and will apply the same first to the payment of the cost of
the improvement before using any part of the total of the same for any other
purpose.

Strike out this clause 16 if inapplicable.

16. That the execution of this mortgage has been duly authorized by the board of
directors of the mortgagor.

17. The principal sum secured by this mortgage may be prepaid by the mortgagor
in whole or in part at any time without penalty or premium.

18. This mortgage may not be assigned to any third party without the prior
written consent of the mortgagee, which consent shall not be unreasonably
withheld.

19. This is a purchase money mortgage.

      This mortgage may not be changed or terminated orally. The covenants
contained in this mortgage shall run with the land and bind the mortgagor, the
heirs, personal representatives, successors and assigns of the mortgagor and all
subsequent owners, encumbrancers, tenants and subtenants of the premises, and
shall enure to the benefit of the mortgagee, the personal representatives,
successors and assigns of the mortgagee and all subsequent holders of this
mortgage. The word "mortgagor" shall be construed as if it read "mortgagors" and
the word "mortgagee" shall be construed as if it read "mortgagees" whenever the
sense of this mortgage so requires.

IN WITNESS WHEREOF, this mortgage has been duly executed by the mortgagor.

IN PRESENCE OF:               WESTERN BEEF PROPERTIES, INC.


/s/ George Cacoulidis         By: Frank Castellana  VP
---------------------             --------------------
<PAGE>

STATE OF NEW YORK, COUNTY OF                                                 ss:

On the 29th day of January 1999, before me personally came Frank Castellana to
me known to be the individual described in and who executed the foregoing
instrument, and acknowledged that         executed the same.

STATE OF NEW YORK, COUNTY OF QUEENS                                          ss:

On the 29th day January 1999 , before me personally came Frank Castellana to me
known, who, being by me duly sworn, did depose and say that he resides at No.
47-05 Metropolitan Ave, Ridgewood, that he is the Vice President of WESTERN BEEF
PROPERTIES, INC., the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
board of directors of said corporation, and that he signed his name thereto by
like order.

                                /s/ Brian Tracz
                                  BRIAN TRACZ
                        Notary Public, State of New York
                                No. 02 TR5011673
                           Qualified in Queens County
                        Commission Expires May 15, 1999

STATE OF NEW YORK, COUNTY OF                                                 ss:

On the          day of          19  , before me personally came
                      to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged that              executed
the same.

STATE OF NEW YORK, COUNTY OF                                                 ss:

On the          day of       19   , before me personally came                  
the subscribing witness to the foregoing instrument, with whom I am personally
acquainted, who, being by me duly sworn, did depose and say that  he resides at
No.                                          ; that  he knows
                                      to be the individual described in and who
executed the foregoing instrument; that  he, said subscribing witness, was
present and saw               execute the same; and that  he, said witness, at
the same time subscribed h   name as witness thereto.

                                    Mortgage

TITLE NO.
================================================================================

WESTERN BEEF PROPERTIES, INC.

             TO

LOJO REALTY INC.


SECTION

BLOCK 3555

LOTS 1 and 8

COUNTY of Queens

          RETURN BY MAIL TO:
---------------------------------------
WARREN FORSYTHE, ESQ.
VITTORIA & FORSYTHE
630 FIFTH AVENUE
NEW YORK, NEW YORK
                          Zip No. 10111
---------------------------------------

RESERVE THIS SPACE FOR USE OF RECORDING OFFICE
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
<PAGE>

Standard N.Y.B.T.U. Form 80          JULIUS BLUMBERG, INC., LAW BLANK PUBLISHERS
Mortgage Note. Individual or Corporation.

                              CONSULT YOUR LAWYER
BEFORE SIGNING THIS INSTRUMENT--THIS INSTRUMENT SHOULD BE USED BY LAWYERS ONLY.
--------------------------------------------------------------------------------

                                 MORTGAGE NOTE

$ 160,000.00 New York, January 29, 1999 FOR VALUE RECEIVED, WESTERN BEEF
PROPERTIES, INC., a New York corporation having an office at 47-05 Metropolitan
Avenue, Ridgewood, New York 11385,


promises to pay to LOJO REALTY INC., a New York corporation having an office at
73-39 68th Avenue, Middle Village, New York 11379,


or order, at 73-39 68th Avenue, Middle Village, New York 11379

or at such other place as may be designated in writing by the holder of this
note, the principal sum of One Hundred Sixty Thousand and 00/100 ($160,000.00)
dollars to be paid in eighty-four (84) equal monthly installments of Two
Thousand Three Hundred Thirty-Seven and 37/100 ($2,337.37) Dollars commencing
March 1, 1999, and continuing through February 1, 2006


with interest thereon to be computed from the date hereof, at the rate of six
(6%) per centum per annum 

Each monthly installment will be used first to pay the principal sum and then to
reduce the principal sum.

IT IS HEREBY EXPRESSLY AGREED, that the said principal sum secured by this note
shall become due at the option of the holder thereof on the happening of any
default or event by which, under the terms of the mortgage securing this note,
said principal sum may or shall become due and payable; also, that all of the
covenants, conditions and agreements contained in said mortgage are hereby made
part of this instrument.

Presentment for payment, notice of dishonor, protest and notice of protest are
hereby waived.

This note is secured by a mortgage made by the maker to the payee of even date
herewith, on property situate at 1071-1089 Wyckoff Avenue, Flushing, Queens
County, New York.

This note may not be changed or terminated orally.

                                   WESTERN BEEF PROPERTIES, INC.


                                   BY: Frank Castellana  
                                       ------------------
                                                       VP
<PAGE>

STATE OF NEW YORK, COUNTY OF                                                 ss:

On the      day of         19  , before me personally came                  to
me known to be the individual executed the foregoing instrument, and
acknowledged that         executed the same.

STATE OF NEW YORK, COUNTY OF QUEENS                                          ss:

On the 29th day January 1999, before me personally came Frank Castellana to me
known, who, being by me duly sworn, did depose and say that he resides at No.
47-05 Metropolitan Ave, Ridgewood, NY, that he is the Vice President of WESTERN
BEEF PROPERTIES, INC., the corporation described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the board of directors of said corporation, and that he signed his name
thereto by like order.

                                /s/ Brian Tracz
                                  BRIAN TRACZ
                        Notary Public, State of New York
                                No. 02 TR5011673
                           Qualified in Queens County
                        Commission Expires May 15, 1999

STATE OF NEW YORK, COUNTY OF                                                 ss:

On the          day of          19  , before me personally came
                      to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged that              executed
the same.

STATE OF NEW YORK, COUNTY OF                                                 ss:

On the          day of       19   , before me personally came                  
the subscribing witness to the foregoing instrument, with whom I am personally
acquainted, who, being by me duly sworn, did depose and say that  he resides at
No.                                          ; that  he knows
                                      to be the individual described in and who
executed the foregoing instrument; that  he, said subscribing witness, was
present and saw               execute the same; and that  he, said witness, at
the same time subscribed h   name as witness thereto.


TITLE NO.
--------------------------------------------------------------------------------

LOAN NO.
================================================================================

WESTERN BEEF PROPERTIES, INC.

             TO

LOJO REALTY INC.


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

                                 Mortgage Note

================================================================================
Dated January 29, 1999