EXHIBIT 10.03


PREPARED BY AND
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AFTER RECORDING RETURN TO:
--------------------------
Charles H. Moses, III
Moses & Moses PC
3500 Blue Lake Drive, Suite 495
Birmingham, AL 35243-1238
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MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

THIS  MORTGAGE,  ASSIGNMENT  OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING  (as  the  same  may  be  amended,  restated,  extended,  supplemented or
otherwise  modified  from  time to time, the "Mortgage"), is made as of the
                                              --------                     -----
day  of  May,  2006,  by Deer Valley Homebuilders, Inc., an Alabama corporation,
having  its  principal  place  of business at 205 Carriage Street, Guin, Alabama
35563  referred  to  herein as "Borrower"; and Fifth Third Bank, an Ohio banking
                                --------
corporation,  having a place of business at 38 Fountain Square Plaza, MD 109058,
Cincinnati,  Ohio  45263,  together with its successors, assigns and transferees
("Lender").
  ------

                              W I T N E S S E T H:

     To  secure  the  payment  of  an  indebtedness  in the principal sum of TWO
MILLION AND NO/100 DOLLARS ($2,000,000.00), lawful money of the United States of
America,  to be paid with interest, with the balance of the indebtedness, if not
sooner paid, due and payable on May 22, 2011 (the "Maturity Date"), according to
                                                   -------------
that  certain  variable  rate  Note in the amount of $2,000,000.00 dated of even
date  hereof  made  by  Borrower  to  Lender,  as  lender,  (together  with  all
extensions,  renewals  or  modifications  thereof,  being hereinafter called the
"Note"),  as  also evidenced and secured by a Loan Agreement of even date hereof
-----
(the  "Loan Agreement") and all other sums due hereunder, or otherwise due under
the  Loan  Documents  (as  defined  in  the  Loan Agreement) (said indebtedness,
interest  and  all  sums  due  hereunder  and  under the Note and any other Loan
Documents being collectively called the "Debt"), and of that certain Guaranty of
                                         ----
the  Debt  dated  of  even  date  hereof  made  by  Cytation  Corporation and by
DeerValley  Acquisitions  Corp.,  jointly  and  severally  (collectively  the
"Guarantors")  to  Lender,  and  all  of  the agreements, covenants, conditions,
warranties, representations and other obligations made or undertaken by Borrower
or  any  other  person  or  entity  to Lender or others as set forth in the Loan
Documents  (collectively,  including  the Debt, the "Obligations"), Borrower has
                                                     -----------
irrevocably  bargained,  granted,  sold,  given  and  assigned,  and does hereby
irrevocably bargain, sell, give, grant and assign unto Lender, the real property
described  in  Exhibit  A  attached  hereto (the "Premises"), and the buildings,
               ----------                         --------
structures,  fixtures,  additions,  enlargements,  extensions,  modifications,
repairs,  replacements  and  improvements  now or hereafter located thereon (the
"Improvements"), including, without limitation, all right, title and interest of
 ------------
the  Borrower,  as  owner  or landlord and otherwise, in, to and under any lease
thereof;

<PAGE>

     The  Premises  consist  of  the  real  property located in Lamar County and
Marion County. The Lamar County real property has a value of $687,000.00 and the
Marion  County  real  property  has  a  value  of  $1,313,000.00.

     TOGETHER WITH: all right, title, interest and estate of Borrower now owned,
or  hereafter  acquired, in and to the following property, rights, interests and
estates (the Premises and the Improvements together with the following property,
rights,  interests  and  estates  being  hereinafter  described are collectively
referred  to  herein  as  the  "Property"):
                                --------

     (a)     all  easements,  rights-of-way,  strips and gores of land, streets,
ways,  alleys,  passages,  sewer  rights, water, water courses, water rights and
powers,  air  rights  and  development  rights, and all estates, rights, titles,
interests,  privileges, liberties, tenements, hereditaments and appurtenances of
any  nature  whatsoever,  in  any  way  belonging, relating or pertaining to the
Premises  and  the  Improvements and the reversion and reversions, remainder and
remainders,  and all land lying in the bed of any street, road or avenue, opened
or  proposed,  in front of or adjoining the Premises, to the center line thereof
and  all  the  estates,  rights,  titles,  interests, dower and rights of dower,
courtesy  and  rights  of  courtesy,  property,  possession,  claim  and  demand
whatsoever,  both  at  law and in equity, of Borrower of, in and to the Premises
and  the  Improvements and every part and parcel thereof, with the appurtenances
thereto;

     (b)     all  machinery,  equipment,  fixtures (including but not limited to
all  heating,  ventilation, air conditioning, plumbing, lighting, communications
and  elevator  fixtures)  and  other personal property of every kind and nature,
whether  tangible  or  intangible,  whatsoever  owned  by  Borrower, or in which
Borrower  has  or  shall  have  an  interest,  now or hereafter located upon the
Premises  and the Improvements, or appurtenant thereto, and primarily for use in
connection  with  the  present or future operation and occupancy of the Premises
and  the  Improvements and all building equipment, materials and supplies of any
nature  whatsoever  owned by Borrower, or in which Borrower has or shall have an
interest,  now  or  hereafter located upon the Premises and the Improvements, or
appurtenant  thereto,  and  primarily  for use in connection with the present or
future  operation,  enjoyment and occupancy of the Premises and the Improvements
(hereinafter collectively called the "Equipment"), including the proceeds of any
                                      ---------
sale or transfer of the foregoing, and the right, title and interest of Borrower
in  and  to any of the Equipment which may be subject to any security interests,
as  defined  in the Uniform Commercial Code, as adopted and enacted by the state
or  states  where any of the Property is located (the "Uniform Commercial Code")
                                                       -----------------------
superior  in  lien to the lien of this Mortgage, provided, however, that nothing
in the foregoing of this subparagraph (b) shall be construed to grant any right,
title,  interest  and estate to Lender in and to any property, rights, interests
and  estates,  now  owned  or  hereafter acquired by Borrower in any tangible or
intangible assets of the Borrower, including, without limitation, any contracts,
inventory,  accounts,  escrows,  reserves,  software,  franchises,  trade names,
trademarks,  machinery,  or  equipment,  used in the normal course of Borrower's
business and trade activities and not primarily related to the use and occupancy
of  the  Premises  and  the  Improvements  as  set  forth  above;

     (c)     all  awards  or  payments,  including  interest  thereon, which may
heretofore  and hereafter be made with respect to the Property, whether from the
exercise  of  the  right  of  eminent  domain or condemnation (including but not
limited  to  any  transfer made in lieu of or in anticipation of the exercise of

                                        2
<PAGE>

said  rights),  or for a change of grade, or for any other injury to or decrease
in  the  value  of  the  Property;

     (d)     all  leases  and  subleases  (including,  without  limitation,  all
guarantees,  letter of credit rights and other supporting obligations in respect
thereof)  and  other  agreements or arrangements heretofore or hereafter entered
into  affecting  the  use,  enjoyment  or  occupancy  of,  or the conduct of any
activity  upon  or  in,  the  Premises  and  the  Improvements,  including  any
extensions, renewals, modifications or amendments thereof (the "Leases") and all
                                                                ------
rents, rent equivalents (including room revenues, if applicable), moneys payable
as damages or in lieu of rent or rent equivalents, royalties (including, without
limitation,  all  oil  and  gas or other mineral royalties and bonuses), income,
receivables,  receipts,  revenues,  deposits  (including,  without  limitation,
security,  utility  and  other deposits), accounts (including deposit accounts),
cash, issues, profits, charges for services rendered, and other consideration of
whatever  form  or  nature  received by or paid or paid or payable to or for the
account  of  or  benefit of Borrower or its agents or employees from any and all
sources  arising  from  or  attributable  to  the Premises and the Improvements,
moneys  payable  as  damages  or  in lieu of rent or rent equivalents, royalties
(including,  without  limitation, all oil and gas or other mineral royalties and
bonuses),  income, receivables, receipts, revenues, deposits (including, without
limitation,  security,  utility and other deposits), accounts (including deposit
accounts),  cash,  issues,  profits,  charges  for  services rendered, and other
consideration  of whatever form or nature received by or paid or paid or payable
to  or for the account of or benefit of Borrower or its agents or employees from
any  and  all  sources  arising  from  or  attributable  to the Premises and the
Improvements  thereunder (the "Rents"), together with all proceeds from the sale
                               -----
or  other disposition of the Leases and the right to receive and apply the Rents
to  the  payment  of  the  Debt;

     (e)     all proceeds of and any unearned premiums on any insurance policies
covering  the  Property, including, without limitation, the right to receive and
apply  the  proceeds  of  any  insurance, judgments, or settlements made in lieu
thereof,  for  damage  to  the  Property  or  any  part  thereof;

     (f)     the  right, in the name and on behalf of Borrower, to appear in and
defend  any  action  or  proceeding  brought with respect to the Property and to
commence  any  action  or  proceeding  to  protect the interest of Lender in the
Property  or  any  part  thereof;

     (g)     all  books,  records,  plans,  specifications,  designs,  drawings,
permits,  consents,  licenses,  franchises,  management  agreements,  contracts,
contract  rights (including, without limitation, any contract with any architect
or engineer or with any other provider of goods or services for or in connection
with  any  construction,  repair,  or  other work upon the Property), approvals,
actions,  refunds  or  real  estate  taxes  and  assessments  (and  any  other
governmental impositions related to the Property), and causes of action that now
or  hereafter  relate  to,  are  derived from or are used in connection with the
Property,  or  the  use, operation, management, improvement, alteration, repair,
maintenance,  occupancy  or  enjoyment thereof or the conduct of any business or
activities  thereon;

     (h)     any  and  all proceeds and products of any of the foregoing and any
and all other security and collateral of any nature whatsoever, now or hereafter
given  for  the  repayment  of  the  Debt  and  the  performance  of  Borrower's
obligations  under  the Loan Documents, including (without limitation) any other
escrows  set  forth  in  the  Loan  Documents;  and

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<PAGE>

          (i)  all rights which Borrower now has or may hereafter acquire, to be
     indemnified  and/or held harmless from any liability, loss, damage, cost or
     expense (including, without limitation, attorneys' and paralegals' fees and
     disbursements)  relating  to  the  Property  or  any  part  thereof.

     TO  HAVE  AND  TO  HOLD  such  portion  of  the above granted and described
Property  constituting  real  property unto and to the use and benefit of Lender
and  the successors and assigns of Lender, forever and such portion of the above
granted  and  described Property constituting personal property unto and for the
use  and  benefit  of Lender, and the successors and assigns of Lender, forever;

     PROVIDED,  HOWEVER,  these presents are upon the express condition that, if
Borrower  shall  well and truly pay to Lender the full amount of the Debt at the
time and in the manner provided in the Note and this Mortgage and shall well and
truly  abide  by and comply with each and every covenant and condition set forth
herein  and in the Note in a timely manner, these presents and the estate hereby
granted  shall  cease, terminate and be null and void, and the Property shall be
revested in Borrower according to the provisions of law;

     AND  Borrower  represents  and  warrants  to  and covenants and agrees with
Lender  as  follows:

1.     Payment  of  Debt  and  Incorporation  of  Covenants,  Conditions  and
       ----------------------------------------------------------------------
Agreements.  Borrower  shall pay the Debt at the time and in the manner provided
----------
in  the Note and in this Mortgage. Borrower will duly and punctually perform all
of the covenants, conditions and agreements contained in the Note, this Mortgage
and  the  other Loan Documents all of which covenants, conditions and agreements
are  hereby  made  a  part of this Mortgage to the same extent and with the same
force  as  if  fully  set  forth  herein.

2.     Warranty  of  Title.  The  Borrower  warrants that the Borrower has good,
       -------------------
marketable  and  insurable  title  to  the  Property,  subject  to the Permitted
Encumbrances  (defined  below), and has the right to give, grant, bargain, sell,
alien,  enfeoff,  convey,  confirm,  pledge  and  assign  the same. The Borrower
warrants  that the Borrower possesses an unencumbered fee estate in the Premises
and  the  Improvements, subject to the Permitted Encumbrances. Borrower warrants
that  it owns the Property free and clear of all liens, encumbrances and charges
whatsoever  except  for  those  exceptions  shown  in the title insurance policy
insuring  the  lien  of  this  Mortgage  ("Permitted  Encumbrances").  Borrower
                                           ------------------------
represents  and  warrants  that  no  tenant,  subtenant  or other person has any
outstanding  exercisable  rights  with  respect  to  the purchase or sale of any
portion of the Property, including, without limitation, any right of first offer
or refusal or purchase option. Borrower represents and warrants that none of the
Permitted  Encumbrances  will  materially  and  adversely  affect (i) Borrower's
ability  to  pay  in  full  the  Debt,  (ii) the use of the Property for the use
currently  being  made thereof, (iii) the operation of the Property, or (iv) the
value  of the Property. Borrower shall forever warrant, defend and preserve such
title  and  the  validity  and  priority  of the lien of this Mortgage and shall
forever  warrant and defend the same to Lender against the claims of all persons
whomsoever.

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<PAGE>

3.     Insurance.  (a)  Borrower,  at  its  sole cost and expense, will keep the
       ---------
Property  insured during the entire term of this Mortgage for the mutual benefit
of  Borrower and Lender against loss or damage by fire, lightning, wind and such
other  perils  as  are  included  in a standard "all-risk" or "special causes of
loss"  form and against loss or damage by all other risks and hazards covered by
a  standard  extended  coverage  insurance policy including, without limitation,
riot  and  civil  commotion,  vandalism, malicious mischief, burglary and theft.
Such  insurance shall be in an amount equal to the greatest of (i) the then full
replacement  cost  of  the  Improvements  and  Equipment,  without deduction for
physical  depreciation,  (ii)  the outstanding principal balance of the Loan (as
such  term is defined in the Note), and (iii) such amount that the insurer would
not  deem  Borrower  a co-insurer under said policies. The policies of insurance
carried  in  accordance  with this section shall be paid annually in advance and
shall contain a "Replacement Cost Endorsement" with a waiver of depreciation and
an  "Agreed Amount Endorsement". The policies shall have a deductible no greater
than  $25,000.00 unless agreed to by Lender.  The policies of insurance required
to  be  obtained  and  maintained  pursuant  to  this  Mortgage are collectively
referred  to  herein  as the "Policies," and each individual insurance policy is
                              --------
referred  to  herein  as  a  "Policy."
                              ------

     (b)     Borrower,  at  its sole cost and expense, for the mutual benefit of
Borrower  and  Lender,  shall also obtain and maintain during the entire term of
this  Mortgage  the  following  Policies:

          (i)  Flood  insurance  if  any part of the Improvements (excluding any
     portion  of  the  parking  lot)  are  located  in an area identified by the
     Federal Emergency Management Agency as an area having special flood hazards
     and  in  which  flood  insurance has been made available under the National
     Flood  Insurance  Act of 1968, the Flood Disaster Protection Act of 1973 or
     the  National  Flood  Insurance  Reform  Act  of 1994 (and any amendment or
     successor  act  thereto)  in  an amount at least equal to the amount of the
     lesser  of  (A)  the  full  replacement  cost  of  the Improvements and the
     Equipment within the parts of the Property so affected, (B) the outstanding
     principal amount of the Note or (C) the maximum limit of coverage available
     with  respect  to  the  Improvements and Equipment under said Act. Borrower
     hereby  agrees to pay Lender such fees as may be permitted under applicable
     law  for  the  costs  incurred by Lender in determining, from time to time,
     whether  the  Property  is  then  located  within  such  area.

          (ii)  Worker's Compensation Insurance with respect to any employees of
     Borrower,  as  required by any governmental authority or legal requirement.

          (iii)  Such  other  insurance  as  may from time to time be reasonably
     required  by  Lender  in  order  to  protect  its  interests.

      (c)     All  Policies  (i) shall be issued by companies approved by Lender
and  licensed  to do business in the state where the Property is located, with a
claims  paying  ability  rating  of  "AA" or better by Standard & Poor's Ratings
Services  and  a  rating  of  "A:IX"  or  better in the current Best's Insurance
Reports;  (ii)  shall be maintained throughout the term of this Mortgage without
cost  to  Lender;  (iii)  shall  contain a Non-Contributory Standard Beneficiary
Clause  and  a  Lender's  Loss Payable Endorsement, or their equivalents, naming
Lender  as the person to which all payments made by such insurance company shall
be paid; (iv) shall contain a waiver of subrogation against Lender; (v) shall be

                                        5
<PAGE>

assigned  and  the  originals delivered to Lender (including certified copies of
the  Policies  in  effect  on  the date hereof within thirty (30) days after the
closing  of  the  Loan); (vi) shall contain such provisions as Lender reasonably
deems  necessary  or  desirable  to  protect  its  interest  including,  without
limitation,  endorsements  providing that neither Borrower, Lender nor any other
party shall be a co-insurer under said Policies and that Lender shall receive at
least thirty (30) days prior written notice of any modification or cancellation;
(vii)  shall  be  for  a  term  of  not  less than one year, and (viii) shall be
satisfactory  in form and substance to Lender and shall be approved by Lender as
to  amounts,  form,  risk  coverage, deductibles, loss payees and insureds. Upon
demand  therefor,  Borrower  shall  reimburse Lender for all of Lender's (or its
servicer's)  reasonable  costs  and expenses incurred in obtaining any or all of
the  Policies  or otherwise causing the compliance with the terms and provisions
of this Section 3, including (without limitation) obtaining updated flood hazard
        ---------
certificates  for  any  required  flood  hazard insurance and replacement of any
so-called  "forced  placed" insurance coverages. Borrower shall pay the premiums
for  such Policies (the "Insurance Premiums") as the same become due and payable
                         ------------------
and shall furnish to Lender evidence of the renewal of each of the Policies with
receipts  for  the  payment  of the Insurance Premiums or other evidence of such
payment  reasonably  satisfactory to Lender (provided, however, that Borrower is
not  required  to  furnish  such evidence of payment to Lender in the event that
such  Insurance Premiums have been paid by Lender pursuant to Section 5 hereof).
                                                              ---------
If  Borrower  does  not  furnish such evidence and receipts at least thirty (30)
days  prior  to  the expiration of any expiring Policy, then Lender may procure,
but  shall  not  be  obligated  to procure, such insurance and pay the Insurance
Premiums  therefor, and Borrower agrees to reimburse Lender for the cost of such
Insurance  Premiums promptly on demand. Within thirty (30) days after request by
Lender, Borrower shall obtain such increases in the amounts of coverage required
hereunder  as  may  be reasonably requested by Lender, taking into consideration
changes  in  the value of money over time, changes in liability laws, changes in
prudent  customs  and practices, and the like. Borrower shall give Lender prompt
written notice if Borrower receives from any insurer any written notification or
threat  of  any  actions  or  proceedings  regarding  the  non-compliance  or
non-conformity  of  the  Property  with any insurance requirements. For purposes
hereof,  references  to  "Lender"  shall  also  be  deemed  to  include, without
limitation,  Lender's  successors,  assigns  or  other  designees.

     (d)     In the event of the entry of a judgment of foreclosure, sale of the
Property  by  non-judicial  foreclosure  sale,  or delivery of a deed in lieu of
foreclosure,  Lender  hereby  is authorized (without the consent of Borrower) to
assign  any  and  all  Policies to the purchaser or transferee thereunder, or to
take such other steps as Lender may deem advisable to cause the interest of such
transferee or purchaser to be protected by any of the Policies without credit or
allowance  to  Borrower  for  prepaid  premiums  thereon.

     (e)     If the Property shall be damaged or destroyed, in whole or in part,
by fire or other  casualty (an  "Insured  Casualty"), Borrower shall give prompt
                                    -----------------
notice thereof to Lender and, notwithstanding whether the insurance proceeds are
sufficient,  Borrower  shall  promptly  repair  the  Property with the insurance
proceeds  made  available  to  it  by Lender or the insurer so that the restored
Property  shall  be  at  least  of  equal  value  to the outstanding Debt and of
substantially  the same character as prior to such damage, all to be effected in
accordance  with applicable law and plans and specifications approved in advance
by  Lender.  The expenses incurred by Lender in the adjustment and collection of
insurance proceeds shall become part of the Debt and be secured hereby and shall
be  reimbursed  by  Borrower  to  Lender  upon  demand.

                                        6
<PAGE>

     (f)     In case of loss or damages covered by any of the Policies, the
following provisions  shall  apply:

          (i) In the event of an Insured Casualty that does not exceed $100,000,
     Borrower  may settle and adjust any claim without the consent of Lender and
     agree with the insurance company or companies on the amount to be paid upon
     the  loss;  provided that such adjustment is carried out in a competent and
     timely  manner.  In such case, Borrower is hereby authorized to collect and
     receipt  for  any  such  insurance  proceeds.

          (ii)  In the event an Insured Casualty shall exceed $100,000, then and
     in  that  event, Lender may settle and adjust any claim without the consent
     of Borrower and agree with the insurance company or companies on the amount
     to be paid on the loss and the proceeds of any such policy shall be due and
     payable  solely  to  Lender and held in escrow by Lender in accordance with
     the  terms  of  this  Mortgage.

          (iii)  In  the event of any Insured Casualty, if (A) the loss is in an
     aggregate  amount  less than twenty percent (20%) of the original principal
     balance  of  the  Note,  and (B), in the reasonable judgment of Lender, the
     Property  can  be  restored,  within  twelve  (12)  months  after insurance
     proceeds  are  made  available,  to  an  economic  unit  not  less valuable
     (including an assessment of the impact of the termination of any Leases due
     to  such  Insured  Casualty) and not less useful than the same was prior to
     the Insured Casualty, and after such restoration will adequately secure the
     outstanding  balance  of the Debt, and such restoration can be completed on
     or before six (6) months prior to the Maturity Date of the Loan, and (C) no
     Event  of  Default  (hereinafter  defined)  shall have occurred and be then
     continuing, then the proceeds of insurance shall be applied to pay Borrower
     for  the cost of restoring, repairing, replacing or rebuilding the Property
     or  part  thereof  subject  to Insured Casualty, as provided for below; and
     Borrower  hereby  covenants and agrees forthwith to commence and diligently
     to  prosecute such restoring, repairing, replacing or rebuilding; provided,
     however,  in  any  event  Borrower  shall pay all costs (and if required by
     Lender, Borrower shall deposit the total thereof with Lender in advance) of
     such  restoring,  repairing,  replacing  or rebuilding in excess of the net
     proceeds  of  insurance  made  available  pursuant  to  the  terms  hereof.

          (iv)  Except  as  provided  above, the proceeds of insurance collected
     upon  any  Insured  Casualty  shall,  at  the  option of Lender in its sole
     discretion,  be  applied to the payment of the Debt or applied to reimburse
     Borrower  for the cost of restoring, repairing, replacing or rebuilding the
     Property or part thereof subject to the Insured Casualty, in the manner set
     forth  below.  Any  such  application to the Debt shall not be considered a
     voluntary  prepayment  requiring  payment  of  the prepayment consideration
     provided  in  the  Note,  and  shall  not  reduce  or postpone any payments
     otherwise  required  pursuant  to the Note, other than the final payment on
     the  Note.

          (v)  In  the  event  Borrower  is  entitled  to  reimbursement  out of
     insurance  proceeds  held  by Lender, such proceeds shall be disbursed from

                                        7
<PAGE>

     time  to  time  upon  Lender  being  furnished with (A) evidence reasonably
     satisfactory  to  it  (which evidence may include inspection[s] of the work
     performed) that the restoration, repair, replacement and rebuilding covered
     by  the  disbursement  has  been  completed  in  accordance  with plans and
     specifications  approved by Lender, (B) evidence reasonably satisfactory to
     it  of  the  estimated  cost  of  completion  of  the  restoration, repair,
     replacement  and  rebuilding, (C) funds, or, at Lender's option, assurances
     reasonably satisfactory to Lender that such funds are available, sufficient
     in  addition  to  the  proceeds  of  insurance  to  complete  the  proposed
     restoration,  repair,  replacement and rebuilding, and (D) such architect's
     certificates,  waivers  of  lien,  contractor's  sworn  statements,  title
     insurance  endorsements, bonds, plats of survey and such other evidences of
     cost, payment and performance as Lender may reasonably require and approve;
     and Lender may, in any event, require that all plans and specifications for
     such  restoration,  repair,  replacement and rebuilding be submitted to and
     approved  by  Lender  prior  to  commencement  of  work.  With  respect  to
     disbursements  to be made by Lender: (A) no payment made prior to the final
     completion  of  the  restoration,  repair, replacement and rebuilding shall
     exceed ninety percent (90%) of the value of the work performed from time to
     time;  (B)  funds other than proceeds of insurance shall be disbursed prior
     to  disbursement  of  such  proceeds; and (C) at all times, the undisbursed
     balance  of  such  proceeds remaining in the hands of Lender, together with
     funds  deposited  for  that  purpose  or  irrevocably  committed  to  the
     satisfaction  of Lender by or on behalf of Borrower for that purpose, shall
     be  at least sufficient in the reasonable judgment of Lender to pay for the
     cost  of  completion of the restoration, repair, replacement or rebuilding,
     free  and  clear of all liens or claims for lien and the costs described in
     subsection  3(vi)  below.  Any  surplus  which  may remain out of insurance
     proceeds held by Lender after payment of such costs of restoration, repair,
     replacement  or  rebuilding  may  at  Lender's discretion be applied to the
     reduction  or  discharge  of  the  Debt whether or not then due and payable
     (such  application  to be without any prepayment consideration, except that
     if an Event of Default, or an event with notice and/or the passage of time,
     or  both,  would  constitute  an  Event of Default, has occurred, then such
     application  shall  be  subject to the prepayment consideration computed in
     accordance  with  the  Note),  with the balance, if any, to be disbursed to
     Borrower.  In  no  event shall Lender assume any duty or obligation for the
     adequacy, form or content of any such plans and specifications, nor for the
     performance, quality or workmanship of any restoration, repair, replacement
     and  rebuilding.

          (vi)  Notwithstanding  anything  to the contrary contained herein, the
     proceeds  of  insurance reimbursed to Borrower in accordance with the terms
     and  provisions  of  this Mortgage shall be reduced by the reasonable costs
     (if any) incurred by Lender in the adjustment and collection thereof and by
     the  reasonable  costs  incurred  by  Lender  of  paying  out such proceeds
     (including,  without  limitation, reasonable attorneys' fees and costs paid
     to  third  parties  for inspecting the restoration, repair, replacement and
     rebuilding  and  reviewing  the  plans  and  specifications  therefor).

4.    Payment  of  Taxes  and  Other Charges. Subject to the provisions of
      --------------------------------------
Section  5  below,  Borrower  shall  pay all taxes, assessments, water rates and
----------
sewer rents, now or hereafter levied or assessed or imposed against the Property
or  any  part  thereof  (the "Taxes") and all ground rents, maintenance charges,
                              -----
other  governmental  impositions,  and other charges, now or hereafter levied or

                                        8
<PAGE>

assessed  or  imposed  against  the  Property  or  any  part thereof (the "Other
                                                                           -----
Charges")  as  the same become due and payable. Borrower will deliver to Lender,
promptly  upon  Lender's request, evidence satisfactory to Lender that the Taxes
and  Other  Charges have been so paid or are not then delinquent. Borrower shall
not suffer and shall promptly cause to be paid and discharged any lien or charge
whatsoever  which  may  be  or become a lien or charge against the Property, and
shall  promptly pay for  all utility services provided to the Property. Borrower
shall  furnish  to Lender or its designee receipts for the payment of the Taxes,
Other  Charges and said utility services prior to the date the same shall become
delinquent  (provided,  however,  that  Borrower is not required to furnish such
receipts  for  payment  of  Taxes in the event that such Taxes have been paid by
Lender  pursuant  to  Section  5  hereof).
                      ----------

5.     Tax and Insurance Escrow Fund. In the event Borrower fails to make timely
       -----------------------------
payment  of  Taxes or Insurance Lender may require that Borrower make an initial
deposit  to  the  Tax  and  Insurance Escrow Fund, as hereinafter defined, in an
amount  which,  when  added  to the monthly amounts to be deposited as specified
below,  will be sufficient in the reasonable estimation of Lender to satisfy the
next  due  Taxes  and Insurance Premiums, plus an additional amount equal to two
(2)  monthly  installments  for  each.  Beginning on the date the first constant
monthly  payment is due under the Note, and on the eleventh day of each calendar
month  thereafter,  Borrower shall, at the option of Lender or its designee, pay
to  Lender  (a)  one-twelfth  of  an amount which would be sufficient to pay the
Taxes  payable,  or  estimated  by Lender to be payable, during the next ensuing
twelve  (12)  months, and (b) one-twelfth of an amount which would be sufficient
to  pay  the  Insurance Premiums due for the renewal of the coverage afforded by
the  Policies  upon  the  expiration  thereof (said amounts in (a) and (b) above
hereinafter called the "Tax and Insurance Escrow Fund"). Lender may, in its sole
                        -----------------------------
discretion,  retain  a  third party tax consultant to obtain tax certificates or
other evidence or estimates of tax due or to become due or to verify the payment
of  taxes and Borrower will promptly reimburse Lender for the reasonable cost of
retaining  any  such  third  parties  or obtaining such certificates. Any unpaid
reimbursements  for  the  aforesaid  shall  be  added  to  the Debt. The Tax and
Insurance Escrow Fund and the payments of interest or principal or both, payable
pursuant  to the Note, shall be added together and shall be paid as an aggregate
sum  by Borrower to Lender. Borrower hereby pledges to Lender any and all monies
now  or  hereafter  deposited in the Tax and Insurance Escrow Fund as additional
security  for  the  payment of the Debt. Lender will apply the Tax and Insurance
Escrow  Fund  to payments of Taxes and Insurance Premiums required to be made by
Borrower  pursuant to Sections 3 and 4 hereof. In making any payment relating to
                      ----------     -
the  Tax  and  Insurance  Escrow  Fund,  Lender may do so according to any bill,
statement  or estimate procured from the appropriate public office (with respect
to  Taxes)  or  insurer  or  agent (with respect to Insurance Premiums), without
inquiry  into  the  accuracy  of  such  bill,  statement or estimate or into the
validity  of  any  tax, assessment, sale, forfeiture, tax lien or title or claim
thereof.  If  the  amount  of the Tax and Insurance Escrow Fund shall exceed the
amounts  due  for  Taxes  and  Insurance  Premiums  pursuant to Sections 3 and 4
                                                                ----------     -
hereof,  Lender  shall  credit such excess against future payments to be made to
the  Tax  and  Insurance Escrow Fund. In allocating such excess, Lender may deal
with  the person shown on the records of Lender to be the owner of the Property.
If  at  any time Lender determines that the Tax and Insurance Escrow Fund is not
or  will  not  be  sufficient  to  pay the items set forth in (a) and (b) above,
Lender  shall  notify Borrower of such determination and Borrower shall increase
its monthly payments to Lender by the amount that Lender estimates is sufficient
to  make up the deficiency at least thirty (30) days prior to delinquency of the
Taxes and/or expiration of the Policies, as the case may be. Upon the occurrence

                                        9
<PAGE>

of  an  Event  of  Default, Lender may apply any sums then present in the Escrow
Fund  to  the  payment  of  the  Debt in any order in its sole discretion. Until
expended  or  applied  as  above  provided, any amounts in the Tax and Insurance
Escrow  Fund shall constitute additional security for the Debt. Unless otherwise
required  by  applicable  law,  the  Tax  and  Insurance  Escrow  Fund shall not
constitute  a trust fund and may be commingled with other monies held by Lender.
Unless  otherwise required by applicable law, no earnings or interest on the Tax
and  Insurance  Escrow  Fund  shall be payable to Borrower even if Lender or its
servicer  is  paid  a fee and/or receives interest or other income in connection
with  the deposit or placement of such fund (in which event such income shall be
reported  under  Lender's  or  its  servicer's  tax  identification  number,  as
applicable).  Upon  payment  of  the Debt and performance by Borrower of all its
obligations  under  this  Mortgage  and  the  other  Loan Documents, any amounts
remaining  in  the  Tax and Insurance Escrow Fund shall be refunded to Borrower.

6.     Replacement  Reserve  Fund.  [intentionally  omitted]
       --------------------------

7.     Condemnation.  (a)  Borrower shall promptly give Lender written notice of
       ------------
the  actual  or  threatened  commencement  of any condemnation or eminent domain
proceeding  and  shall  deliver to Lender copies of any and all papers served in
connection  with  such  proceedings.  Lender  is hereby irrevocably appointed as
Borrower's  attorney-in-fact,  coupled with an interest, with exclusive power to
collect,  receive  and  retain  any  award  or  payment for said condemnation or
eminent  domain  and while any Event of Default exists to make any compromise or
settlement in connection with such proceeding, subject to the provisions of this
Mortgage.  Borrower  shall  make  no compromise or settlement in connection with
such  proceeding  without Lender's prior written consent, not to be unreasonably
withheld.  Notwithstanding  any  taking  by any public or quasi-public authority
through  eminent  domain or otherwise (including but not limited to any transfer
made  in  lieu  of  or in anticipation of the exercise of such taking), Borrower
shall  continue  to  pay the Debt at the time and in the manner provided for its
payment  in the Note, in this Mortgage and the other Loan Documents and the Debt
shall  not  be  reduced  until  any  award  or  payment therefor shall have been
actually  received  after  expenses  of  collection and applied by Lender to the
discharge  of  the  Debt; provided, however, the occurrence of any taking by any
public  or  quasi-public authority through eminent domain or otherwise shall not
constitute an Event of Default. Lender shall not be limited to the interest paid
on the award by the condemning authority but shall be entitled to receive out of
the  award  interest  at  the  rate  or  rates  provided herein and in the Note.
Borrower  shall  cause  the award or payment made in any condemnation or eminent
domain  proceeding, which is payable to Borrower, to be paid directly to Lender.
Lender  may apply any such award or payment to the reduction or discharge of the
Debt  whether  or  not  then due and payable (such application to be without any
prepayment  consideration,  except that if an Event of Default, or an event with
notice  and/or  the  passage  of  time,  or  both,  would constitute an Event of
Default,  has occurred, then such application shall be subject to the prepayment
consideration  computed  in  accordance with the Note). If the Property is sold,
through  foreclosure  or otherwise, prior to the receipt by Lender of such award
or payment, Lender shall have the right, whether or not a deficiency judgment on
the  Note  shall have been sought, recovered or denied, to receive said award or
payment,  or  a  portion  thereof  sufficient  to  pay  the  Debt.

     (b)     Notwithstanding  the  provisions  of  subsection 7(a) above, in the
event  of a condemnation of less than all of the Property where: (i) no Event of
Default  shall  have occurred and be continuing; (ii) the condemnation will not,

                                       10
<PAGE>

in  Lender's  sole discretion, result in a material adverse effect to the use or
operation of the Property, Borrower's ability to make payments hereunder, or the
operating income from the Property; and (iii) the amount of any award or payment
that  is  uncontested  shall  have been paid to Lender, then Lender and Borrower
shall  jointly  make  any  such compromise or settlement hereunder, or otherwise
adjudicate such claim, and such award or payment (less amounts payable to Lender
for  its  costs  and expenses incurred in connection therewith) shall be paid by
Lender to Borrower in the same manner as provided by subsection 3(f)(v) above to
restore  the  Property  to  an  architecturally  and  functionally  compatible
condition,  and  the excess available upon completion of such restoration may at
Lender's discretion be applied to the reduction or discharge of the Debt whether
or  not  then  due  and  payable  (such application to be without any prepayment
consideration,  except  that  if  an  Event  of Default, or an event with notice
and/or  the  passage of time, or both, would constitute an Event of Default, has
occurred, then such application shall be subject to the prepayment consideration
computed in accordance with the Note), with the balance, if any, to be disbursed
to  Borrower.

8.     Representations  and Covenants Concerning Loan. Borrower represents,
       ----------------------------------------------
warrants  and  covenants  as  follows:

     (a)  Borrower shall comply with all of the terms and conditions of the Loan
Documents  and  the  Note.

     (b)  Borrower  will timely comply with all Financial Reporting requirements
of  the  Loan  Documents.

     (c)  Neither  Borrower, nor any of the Guarantors has been a debtor, and no
property  of  any of them (including the Property) is property of the estate, in
any  voluntary  or  involuntary  case  under  the  Bankruptcy  Code or under any
applicable  bankruptcy,  insolvency  or  other  similar  law now or hereafter in
effect.  No  such  party and no property of any of them is or has been under the
possession  or  control  of  a  receiver,  trustee  or  other custodian. Neither
Borrower  or  any of the Guarantors has made or will make any assignment for the
benefit  of  creditors.  No  such  assignment  or  bankruptcy or similar case or
proceeding  is  now  contemplated.

     (f) The representations and warranties contained in the Closing Certificate
executed  by Borrower in connection with the Note (which certificate constitutes
one  of  the Loan Documents) are true and correct and Borrower shall observe the
covenants  contained  therein.

9.     General  Covenants.  Borrower  represents, warrants and covenants as
       -------------------
follows  with  respect  to  such  Borrower:

     (a)  Borrower  owns  and  uses  the  Property  in  its  operations.

     (b)  Borrower  has  not  engaged  and  shall  not engage in any business or
activity,  other than the current business of Borrower and such other businesses
and  activities  reasonably  related  thereto,  without  the  written consent of
Lender, and Borrower has conducted and operated and will conduct and operate its
business  as  presently  conducted  and  operated  on  the  Property.

                                       11
<PAGE>

     (c)  Borrower  has not made and shall not make any loans or advances to any
third party, nor to Guarantors, any Affiliate or any other person, except in the
ordinary course of business, without notice and prior written consent of Lender.

     (d)  Borrower  is  and  will remain solvent and Borrower will pay its debts
from  its  assets  as  the  same  shall  become  due.

     (e)  Borrower  has  done  or  caused  to  be  done  and  will do all things
necessary,  to  preserve its existence, and Borrower will not, nor will Borrower
permit  any  of the Guarantors to amend, modify or otherwise change the articles
of incorporation and bylaws or other organizational documents of Borrower or any
of  the Guarantors in a manner which would adversely affect Borrower's existence
and  operations,  without  the  prior  written  consent  of  Lender.

     (f)  Borrower  has  maintained  and  shall  maintain  financial statements,
accounting  records, books and records, bank accounts and other entity documents
separate  from  those of its Affiliates and any constituent party of Borrower or
any  other  person  or  entity,  and Borrower shall maintain its books, records,
resolutions  and  agreements  as  official  records.

     (g) Borrower has been and will be, and at all times will hold itself out to
the  public  as,  a  legal  entity  separate  and distinct from any other entity
(including  any  Affiliate,  any  constituent  party  of  Borrower or any of the
Guarantors),  shall correct any known misunderstanding regarding its identity or
status as a separate entity, has conducted and shall conduct business in its own
name,  has  held  and  shall hold its assets in its own name, has maintained and
shall  maintain  and  utilize  separate  stationery,  invoices  and  checks, has
allocated  and  shall  allocate  fairly  and  reasonably any overhead for shared
office space, and has not identified and shall not identify itself as a division
or  part of any Affiliate or other person, or any Affiliate or other person as a
division  or  part  of  Borrower.

     (h)  Borrower  has  preserved  and kept and shall preserve and keep in full
force  and  effect its existence, good standing and qualification to do business
in the state in which the Property is located and Borrower has observed and will
observe  all  corporate  formalities,  as  applicable.

     (i)  Borrower  has  maintained  and  shall  maintain adequate capital and a
sufficient number of employees for the normal obligations reasonably foreseeable
in  a  business  of  its  size  and  character  and in light of its contemplated
business  operations.  Borrower  will  pay  the  salaries  of its own employees.

     (j) Borrower nor any constituent party of Borrower has sought or shall seek
or  consent  to the dissolution or winding up, in whole or in part, of Borrower,
nor will Borrower merge with or be consolidated into any other entity or acquire
by  purchase or otherwise all or substantially all of the business assets of, or
any  stock  of  beneficial ownership of, any entity or participate in an UPREIT,
DOWNREIT  or  similar  transaction  with a real estate investment trust or other
entity.

     (k)  Borrower has not and shall not commingle the funds and other assets of
Borrower  with  those  of  any Affiliate, any of the Guarantors, any constituent
party  of  Borrower  or any other person, and Borrower has paid and will pay its
own  liabilities  out  of its own funds and assets, provided that nothing in the
foregoing shall be construed to preclude inter-entity transfers between Borrower
and  the  Guarantors,  provide  that  such  inter-entity  transfers are properly
documented  and  ascertainable  by  Lender's  auditors.

                                       12
<PAGE>

     (l)  Borrower has maintained and shall maintain its assets in such a manner
that  it will not be costly or difficult to segregate, ascertain or identify its
individual  assets  from  those of any constituent party of Borrower, Affiliate,
Guarantors  or  any  other  person.

     (m)  Borrower shall obtain and maintain in full force and effect, and abide
by  and  satisfy  the  material  terms  and conditions of, all material permits,
licenses,  registrations  and  other  authorizations  with  or  granted  by  any
governmental  authorities that may be required from time to time with respect to
the  performance  of  its  obligations  under  this  Mortgage.

     (o)  Borrower  does  not  own and shall not own any subsidiary, or make any
investment  in  any  person  or  entity.

     (p) Borrower has not and shall not without the unanimous consent of all its
directors  file  or  consent  to the filing of any petition, either voluntary or
involuntary,  to  take  advantage  of  any  applicable  insolvency,  bankruptcy,
liquidation  or reorganization statute, or make an assignment for the benefit of
creditors.

10.     Maintenance  of  the Property. Borrower shall cause the Property to
        -----------------------------
be  operated  and  maintained  in  a  good  and safe condition and repair and in
keeping  with  the  condition  and repair of properties of a similar use, value,
age,  nature  and  construction. Borrower shall not use, maintain or operate the
Property  in  any manner which constitutes a public or private nuisance or which
makes  void, voidable, or cancelable, or increases the premium of, any insurance
then in force with respect thereto. The Improvements and the Equipment shall not
be  removed,  demolished or materially altered (except for normal replacement of
the  Equipment and tenant improvements performed in accordance with the terms of
the  Loan  Documents)  without  the  consent of Lender.  Borrower shall promptly
comply  with  all laws, orders and ordinances affecting the Property, or the use
thereof.  Borrower  shall  promptly  repair,  replace or rebuild any part of the
Property  which  may  be  destroyed  by any casualty, or become damaged, worn or
dilapidated or which may be affected by any proceeding of the character referred
to  in Section 7 hereof and shall complete and pay for any structure at any time
       ---------
in  the  process  of  construction  or  repair  on  the  Premises.

11.     (a)     Use of Property. Borrower shall not initiate, join in, acquiesce
                ---------------
in,  or consent to any change in any private restrictive covenant, zoning law or
other  public or private restriction, limiting or defining the uses which may be
made  of the Property or any part thereof, nor shall Borrower initiate, join in,
acquiesce  in,  or  consent  to any zoning change or zoning matter affecting the
Property. If under applicable zoning provisions the use of all or any portion of
the  Property is or shall become a nonconforming use, Borrower will not cause or
permit  such  nonconforming  use  to  be  discontinued  or abandoned without the
express  written consent of Lender. Borrower shall not permit or suffer to occur
any waste on or to the Property or to any portion thereof and shall not take any
steps  whatsoever  to  convert  the  Property,  or  any  portion  thereof,  to a
condominium  or  cooperative  form  of  management. Borrower will not install or
permit  to  be  installed  on  the  Premises  any  underground  storage  tank or
above-ground  storage  tank  without  the  written  consent  of  Lender.

                                       13
<PAGE>

     (b)     Environmental Hazards. Borrower hereby covenants and agrees that it
             ---------------------
shall  not:  (i)  cause  or  permit  the presence, use, generation, manufacture,
production,  processing,  installation,  release,  discharge, storage (including
above  and  underground  storage  tanks for petroleum or petroleum products, but
excluding small containers of gasoline used for maintenance equipment or similar
purposes),  treatment,  handling,  or  disposal  of any Hazardous Substances (as
defined  in  this  subsection  11(b),  hereinbelow)  on,  under, in or about the
Property,  or in any way affecting the Property or the value of the Property, or
which  may  form  the basis for any present or future claim, demand or liability
relating  to  contamination,  release, exposure, cleanup or other remediation of
the  Property  (excluding  the  safe and lawful use and storage of quantities of
Hazardous  Substances  customarily  used  in  the  operation  and maintenance of
comparable  properties);  (ii)  cause  or  permit the transportation to, from or
across the Property of any Hazardous Substances or (iii) cause or exacerbate any
occurrence  or  condition  on the Property that is or may be in violation of any
Environmental  Law  (as defined in this subsection 11(b), hereinbelow). Borrower
shall  take  all  appropriate  steps  to  ensure  compliance  by all tenants and
subtenants  on  the  Property  with  Borrower's covenants and agreements in this
subsection  11(b).  The matters described in subsection 11(b), clauses (i), (ii)
and (iii) above, are referred to collectively below as "Prohibited Activities or
                                                        ------------------------
Conditions."
----------

     Except  with respect to any matters which have been disclosed in writing by
Borrower  to  Lender  prior  to the date of this Mortgage, or matters which have
been  disclosed  in  an  environmental  hazard assessment report of the Property
received  by  Lender prior to the date of this Mortgage, Borrower represents and
warrants  that  it  has  not  at  any  time  caused  or permitted any Prohibited
Activities  or Conditions and to the best of its knowledge after due inquiry, no
Prohibited  Activities  or  Conditions  exist  or  have  existed on or under the
Property.  Borrower  shall take all appropriate steps (including but not limited
to  appropriate  lease  provisions)  to  prevent  its  employees,  agents,  and
contractors,  and all tenants and other occupants on the Property, from causing,
permitting  or  exacerbating  any  Prohibited Activities or Conditions. Borrower
shall  not lease or allow the sublease of all or any portion of the Property for
use  to  any  tenant  or subtenant that, in the ordinary course of its business,
would  cause,  permit or exacerbate any Prohibited Activities or Conditions, and
all  leases  and  subleases  shall provide that tenants and subtenants shall not
cause,  permit  or  exacerbate  any  Prohibited  Activities  or  Conditions.

     Borrower  represents  that  it has not received and has no knowledge of the
issuance  of,  any claim, citation or notice of any pending or threatened suits,
proceeding,  orders,  notices  of violation, or governmental inquiries, requests
for information, or opinions involving the Property that allege the violation of
any  Environmental  Law  (collectively  "Governmental  Actions").

     Borrower  shall promptly notify Lender in writing of: (i) the occurrence of
any  Prohibited  Activity  or Condition on the Premises or Improvements or both;
(ii)  Borrower's  actual  knowledge  of  the  presence on or under any adjoining
property  of any Hazardous Substances which can reasonably be expected to have a
material  adverse impact on the Property or the value of the Property, discovery
of  any  occurrence  or condition on the Property or any adjoining real property
that  could  cause any restrictions on the ownership, occupancy, transferability
or  use  of  the  Real  Property under any Environmental Law, and Borrower shall
cooperate  with any governmental inquiry, and shall comply with any governmental

                                       14
<PAGE>

or  judicial  order  which  arises  from  any  alleged  Prohibited Activities or
Conditions; (iii) any Governmental Action; and (iv) any claim made or threatened
by any third party against Borrower, Lender, or the Property relating to loss or
injury  resulting  from  any  Hazardous  Substances. Any such notice by Borrower
shall  not  relieve  Borrower  of,  or  result  in a waiver of any obligation of
Borrower  under  this  subsection  11(b).

     Borrower  shall promptly pay the costs of any environmental audits, studies
or investigations (including but not limited to advice of legal counsel) and the
removal  of  any  Hazardous Substances from the Property required by Lender as a
condition  of its consent to any sale or transfer under Section 12 hereof of all
                                                        ----------
or  any  part  of  the Premises or Improvements or any transfer occurring upon a
foreclosure  or  a  deed  in  lieu  of  foreclosure  or any interest therein, or
required  by  Lender  following  a  reasonable  determination  by Lender and its
employees,  agents and contractors to enter onto the Property for the purpose of
conducting such environmental audits, studies and investigations. Any such costs
and  expenses  incurred  by Lender (including but not limited to reasonable fees
and  expenses  of attorneys and consultants, whether incurred in connection with
any  judicial  or  administrative  process or otherwise) which Borrower fails to
promptly  pay  shall  become  immediately  due  and  payable  and  shall  become
additional  indebtedness  secured  by  this  Mortgage.

     Borrower shall hold harmless, defend and indemnify Lender and its officers,
directors,  trustees,  employees,  and  agents  from  and  against  all  losses,
proceedings  (including but not limited to Government Actions), claims, damages,
penalties,  liabilities, fines, costs and expenses (including without limitation
fees  and expenses of attorneys and expert witnesses, sums paid in settlement of
claims  and any fees and expenses incurred in collecting any sums due hereunder,
investigatory  fees,  and  cleanup  and  remediation  expenses,  whether  or not
incurred  within  the  context  of  the  judicial  process), arising directly or
indirectly  from:  (i) any breach of any representation, warranty, or obligation
of  Borrower  contained  in  this subsection 11(b); (ii) the presence or alleged
presence  of  Hazardous  Substances  on or under the Property; (iii) any lawsuit
brought  or  threatened, settlement reached, or Governmental Actions relating to
Hazardous  Substances and (iv) any personal injury (including wrongful death) or
property  damage  (real  or  personal)  arising  out  of or related to Hazardous
Substances.  Borrower's  liability  to  Lender under this subsection 11(b) shall
arise  upon the earlier to occur of (i) the discovery of, or threat or suspected
presence  of  any  Hazardous  Substances on, under or about the Real Property or
(ii)  upon  the  institution  of  any  action  for  which Borrower has agreed to
indemnify  Lender, and not upon the realization of loss or damage. Lender agrees
that  Borrower's  liability created under this paragraph shall be limited to the
assets  of  Borrower.  Notwithstanding  the  foregoing  or  any provision to the
contrary  contained  herein or in any of the other Loan Documents, the foregoing
indemnity  in favor of Lender shall not extend to any matters caused by Lender's
gross  negligence  or  willful  misconduct.

     The  term  "Hazardous  Substances,"  for purposes of this subsection 11(b),
                 ---------------------
includes  petroleum  and  petroleum  products  (excluding  a  small  quantity of
gasoline  used  in maintenance equipment on the Property), flammable explosives,
radioactive  materials  (excluding  radioactive  materials  in smoke detectors),
polychlorinated biphenyls, asbestos in any form that is or could become friable,
lead,  radon,  urea formaldehyde, hazardous waste, toxic or hazardous substances
or  other related materials whether in the form of a chemical, element, compound

                                       15
<PAGE>

solution,  mixture  or  otherwise including, but not limited to, those materials
defined  as "hazardous substances," "extremely hazardous substances," "hazardous
chemicals,  "hazardous  materials,  "toxic  substances," "toxic chemicals," "air
pollutants,"  "toxic  pollutants,"  "hazardous  wastes,"  "extremely  hazardous
waste," or "restricted hazardous waste" by any Environmental Law or regulated by
any  Environmental  Law  in  any manner whatsoever, or which may have a negative
impact  on  human  health,  the  health  of  animals,  or  the  environment.
Notwithstanding  the foregoing or any provision to the contrary contained herein
or  in any of the other Loan Documents, "Hazardous Substances" shall not include
ordinary cleaning solvents and common chemicals used by owners or tenants during
the  ordinary cleaning and maintenance of such tenant's space in compliance with
all  applicable  Environmental  Laws.

     The  term  "Environmental  Law,"  for the purposes of this subsection 11(b)
                 ------------------
means  any  federal,  state,  or local law, ordinance or regulation or any court
judgment  applicable  to  Borrower  or  to  the  Property relating to industrial
hygiene  or to environmental or unsafe conditions including, but not limited to,
those  relating  to  the  generation,  manufacture,  storage,  handling,
transportation,  disposal,  release,  emission  or  discharge  of  Hazardous
Substances,  those  in  connection  with  the  construction,  fuel supply, power
generation and transmission, waste disposal or any other operations or processes
relating  to  the  Property, and those relating to the atmosphere, soil, surface
and  ground  water,  wetlands,  stream sediments and vegetation on, under, in or
about  the  Property. "Environmental Law" also shall include, but not be limited
                       -----------------
to:  the  Comprehensive  Environmental Response, Compensation and Liability Act;
the  Superfund  Amendment  and  Reauthorization  Act; the Emergency Planning and
Community Right-to-Know Act of 1986; the Hazardous Materials Transportation Act;
the  Resource  Conservation  and Recovery Act; the Solid Waste Disposal Act; the
Clean  Water  Act;  the Clean Air Act; the Toxic Substance Control Act; the Safe
Drinking  Water  Act,  the Occupational Safety and Health Act, the Federal Water
Pollution  Control  Act; the Federal Insecticide, Fungicide and Rodenticide Act;
the  Federal  Food,  Drug  and  Cosmetic  Act;  the  Endangered Species Act; the
National Environmental Policy Act; the Rivers and Harbors Appropriation Act; the
Surface  Mining  Control  and  Reclamation Act of 1977; the Oil Pollution Act of
1990,  and  the  rules,  regulations  and  guidance  adopted with respect to the
foregoing  laws.  The term "Environmental Law" also includes, but is not limited
                            -----------------
to,  any  present  and  future  federal, state and local laws, including but not
limited  to  common  law,  statutes,  ordinances,  rules,  or regulations which:
condition  transfer  of  real  property  upon  a  negative  declaration or other
approval  of  a  governmental  authority  or  other  person  or  entity;  impose
conditions or requirements in connection with permits or other authorization for
lawful  activity;  relating  to  nuisance  or trespass or other causes of action
relating  to  the  Property; and relating to wrongful death, personal injury, or
property or other damage in connection with any physical condition or use of the
Property.

     The  representations,  warranties,  covenants,  agreements, indemnities and
undertakings of Borrower contained in this subsection 11(b) shall be in addition
to  any  and  all  other  obligations  and liabilities that Borrower may have to
Lender  under  applicable  law.  Lender  may enforce the obligations of Borrower
contained  in this subsection 11(b) without first resorting to or exhausting any
security  or  collateral  or  without  first  having  recourse to the Note, this
Mortgage,  or  the  other  Loan  Documents  or  security documents or any of the
Property,  through  foreclosure  proceedings  or  otherwise.

                                       16
<PAGE>

     Except  as  otherwise  provided  herein,  the  representations, warranties,
covenants,  agreements,  indemnities  and  undertakings of Borrower contained in
this  subsection  11(b)  shall  continue  and  survive  notwithstanding  the
satisfaction,  discharge,  release,  assignment,  termination,  subordination or
cancellation  of  this  Mortgage  or the payment in full of the principal of and
interest  on  the Note and all other sums payable under the other Loan Documents
or  the foreclosure of this Mortgage or the tender or delivery of a deed in lieu
of  foreclosure  or  the release of any portion of the Property from the lien of
this Mortgage, except with respect to any Prohibited Activities or Conditions or
violation  of  any  of  the  Environmental Laws which first commences and occurs
after  the  satisfaction,  discharge,  release,  assignment,  termination  or
cancellation  of this Mortgage following the payment in full of the principal of
and  interest on the Note and all other sums payable under this Mortgage and the
other  Loan  Documents  or  which  first  commences  or  occurs after the actual
dispossession  from  the  entire  Property  of  Borrower  and all entities which
control,  are  controlled by, or are under common control with Borrower (each of
the  foregoing  persons or entities is hereinafter referred to as a "Responsible
                                                                     -----------
Party") following foreclosure of this Mortgage or acquisition of the Property by
-----
a  deed  in lieu of foreclosure. Nothing in the foregoing sentence shall relieve
Borrower  from  any  liability  with  respect  to  any  Prohibited Activities or
Conditions  or  violation of Environmental Laws where such Prohibited Activities
or  Conditions  or  violation  of  Environmental Laws commences or occurs, or is
present  as  a result of, any act or omission by any Responsible Party or by any
person  or  entity  acting  on  behalf  of  a  Responsible  Party.

12.     Transfer  or Encumbrance of the Property. (a) Borrower acknowledges that
        ----------------------------------------
Lender has examined and relied on the creditworthiness, reputation and status of
Borrower  in  agreeing  to  make  the  loan secured hereby, and that Lender will
continue  to  rely  on  Borrower's  ownership  of the Property and as a means of
maintaining  the  value  of  the Property as security for repayment of the Debt.
Borrower  acknowledges that Lender has a valid interest in maintaining the value
of  the  Property so as to ensure that, should Borrower default in the repayment
of  the  Debt, Lender can recover the Debt by a sale of the Property. Subject to
the  provisions  of subsection 12(b) through 12(d) below, inclusive, without the
prior  written  consent of Lender, except as otherwise provided herein or in any
of  the  Loan  Documents,  no Borrower, nor any other person, shall, directly or
indirectly,  voluntarily  or  involuntarily,  by  operation of law or otherwise,
sell,  transfer,  convey,  mortgage,  pledge,  or  assign  any  interest  in, or
encumber,  alienate,  grant  a  lien  in  or against, or grant or enter into any
easement,  covenant or other agreement granting rights in or restricting the use
or  development  of  the  Property  or  any  part  thereof.

     As  used  in this Section 12, "transfer" shall include, without limitation,
                       ----------   --------
(1)  an installment sales agreement wherein Borrower agrees to sell the Property
or any part thereof for a price to be paid in installments; and (2) an agreement
by  Borrower  leasing  all  or a substantial part of the Property for other than
actual  occupancy  by  a  space tenant thereunder or a sale, assignment or other
transfer of, or the grant of a security interest in, Borrower's right, title and
interest  in  and  to  any  leases  or  any  rents.

     (b)  The  occurrence of any of the foregoing transfers or other occurrences
described  in the foregoing subsection 12(a) shall, unless otherwise approved in
writing  by Lender, constitute an Event of Default (as defined below) hereunder,
regardless  of  whether any such transfer or occurrence was caused instituted by
Borrower  or  any  other  person,  whereupon Lender at its option, without being
required  to  demonstrate any actual impairment of its security or any increased

                                       17
<PAGE>

risk  of  default  hereunder, declare the Debt immediately due and payable. This
provision  shall  apply  to  every  sale,  conveyance,  alienation,  mortgage,
encumbrance, pledge or transfer of the Property or other occurrence described in
subsection  12(a)  above,  regardless of whether voluntary or not, or whether or
not Lender has consented to any previous sale, conveyance, alienation, mortgage,
encumbrance, pledge or transfer of the Property or other occurrence described in
subsection  12(a)  above.

     (c) Borrower agrees to bear and shall pay or reimburse Lender on demand for
all  reasonable  expenses  (including, without limitation, reasonable attorneys'
fees  and  disbursements,  title  search  costs  and title insurance endorsement
premiums)  incurred  by  Lender  in  connection  with  the  review, approval and
documentation  of  any  sale,  conveyance,  alienation,  mortgage,  encumbrance,
pledge,  transfer  or  other  transaction or event described in subsection 12(a)
above  related  to  such  Borrower.

     .  (d)  Lender's  consent  to  one  sale, conveyance, alienation, mortgage,
encumbrance, pledge or transfer of the Property or any part thereof or any other
transaction  or event described in subsection 12(a) above shall not be deemed to
be  a  waiver of Lender's right to require such consent to any future occurrence
of  same.  Any  attempted  or  purported sale, conveyance, alienation, mortgage,
encumbrance,  pledge  or  transfer  of the Property or of any direct or indirect
interest  in  Borrower,  and  any  other  transfer described in subsection 12(a)
above,  if  made in contravention of this Section 12, shall be null and void and
                                          ----------
of  no  force  and  effect.

13.     Estoppel  Certificates  and  No  Default  Affidavits. (a) Not  more than
        ----------------------------------------------------
twice  in  any  twelve  (12)  month  period provided an Event of Default has not
occurred,  after  request by Lender, Borrower shall within ten (10) days furnish
Lender  with a statement, duly acknowledged and certified, setting forth (i) the
amount  of  the original principal amount of the Note, (ii) the unpaid principal
amount  of  the  Note,  (iii)  the  rate  of interest of the Note, (iv) the date
installments  of interest and/or principal were last paid, (v) any known offsets
or  defenses  to  the  payment of the Debt, if any, and (vi) that the Note, this
Mortgage  and  the other Loan Documents are valid, legal and binding obligations
and  have  not  been  modified  or  if  modified,  giving  particulars  of  such
modification.

     (b)  After  request  by Lender, Borrower shall within ten (10) days furnish
Lender  with  a  certificate  reaffirming  all representations and warranties of
Borrower  set  forth  herein  and  in  the  other  Loan Documents as of the date
requested by Lender or, to the extent of any changes to any such representations
and  warranties,  so  stating  such  changes.

     (c) If the Property includes commercial property, Borrower shall deliver to
Lender upon request, tenant estoppel certificates from each commercial tenant at
the  Property  in  form and substance reasonably satisfactory to Lender provided
that Borrower shall not be required to deliver such certificates more frequently
than  one  (1)  time  in  any  calendar  year.

14.     Taxes on Security; Documentary  Stamps;  Intangibles  Tax.  (a) Borrower
        ---------------------------------------------------------
shall  pay  all taxes, charges, filing, registration and recording fees, excises
and  levies  payable with respect to the Note or the liens created or secured by
the  Loan  Documents,  other  than  income,  franchise  and doing business taxes
imposed on Lender. If there shall be enacted any law (a) deducting the Loan from

                                       18
<PAGE>

the value of the Property for the purpose of taxation, (b) affecting any lien on
the  Property,  or (c) changing existing laws of taxation of mortgages, deeds of
trust, security deeds, or debts secured by real property, or changing the manner
of  collecting any such taxes, Borrower shall promptly pay to Lender, on demand,
all  taxes,  costs  and charges for which Lender is or may be liable as a result
thereof; however, if such payment would be prohibited by law or would render the
Loan  usurious,  then instead of collecting such payment, Lender may declare all
amounts  owing  under  the  Loan Documents to be immediately due and payable. No
prepayment  consideration  shall  be  imposed  on  any  such  payment.

     (b)  If  at any time the United States of America, any State thereof or any
subdivision  of  any  such  State  shall  require  revenue or other stamps to be
affixed  to  the Note or this Mortgage, or impose any other tax or charge on the
same,  Borrower  will  pay for the same, with interest and penalties thereon, if
any.  Borrower  hereby  agrees  that,  in  the  event that it is determined that
additional documentary stamp tax or intangible tax is due hereon or any mortgage
or  promissory  note  executed  in  connection  herewith  (including,  without
limitation, the Note), Borrower shall indemnify and hold harmless Lender for all
such  documentary  stamp  tax and/or intangible tax, including all penalties and
interest  assessed  or  charged in connection therewith. Borrower shall pay same
within ten (10) days after demand of payment from Lender and the payment of such
sums  shall be secured by this Mortgage and such sums shall bear interest at the
Default  Interest  Rate  (as  defined  in  the  Note)  until  paid  in  full.

     (c)  Borrower  shall hold harmless and indemnify Lender, its successors and
assigns,  against  any liability incurred by reason of the imposition of any tax
on  the  making  and  recording  of  this  Mortgage.

15.     No  Credits  on  Account  of the Debt. Borrower will not claim or demand
        -------------------------------------
or  be  entitled to any credit or credits on account of the Debt for any part of
the  Taxes  or Other Charges assessed against the Property, or any part thereof,
and  no  deduction shall otherwise be made or claimed from the assessed value of
the  Property,  or  any  part thereof, for real estate tax purposes by reason of
this Mortgage or the Debt. In the event such claim, credit or deduction shall be
required  by  law,  Lender  shall have the option, by written notice of not less
than  ninety  (90)  days,  to  declare  the  Debt  immediately  due and payable.

16.     Controlling  Agreement.  It is expressly stipulated and agreed to be the
        ----------------------
intent  of  Borrower and Lender at all times to comply with applicable state law
or applicable United States federal law (to the extent that it permits Lender to
contract  for,  charge,  take,  reserve, or receive a greater amount of interest
than  under  state law) and that this section shall control every other covenant
and  agreement  in this Mortgage and the other Loan Documents. If the applicable
law  (state  or federal) is ever judicially interpreted so as to render usurious
any  amount  called for under the Note or under any of the other Loan Documents,
or  contracted  for,  charged,  taken, reserved, or received with respect to the
Debt,  or  if  Lender's exercise of the option to accelerate the maturity of the
Note,  or  if  any  prepayment  by  Borrower results in Borrower having paid any
interest  in  excess  of that permitted by applicable law, then it is Borrower's
and  Lender's  express  intent  that all excess amounts theretofore collected by
Lender shall be credited on the principal balance of the Note and all other Debt
(or,  if the Note and all other Debt have been or would thereby be paid in full,
refunded  to  Borrower),  and  the  provisions  of  the  Note and the other Loan
Documents  immediately be deemed reformed and the amounts thereafter collectible
hereunder  and thereunder reduced, without the necessity of the execution of any

                                       19
<PAGE>

new  documents, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums  paid or agreed to be paid to Lender for the use, forbearance, or detention
of  the  Debt  shall,  to  the extent permitted by applicable law, be amortized,
prorated,  allocated,  and  spread  throughout  the full stated term of the Debt
until  payment  in full so that the rate or amount of interest on account of the
Debt  does  not exceed the maximum rate permitted under applicable law from time
to  time  in  effect  and  applicable  to  the  Debt  for so long as the Debt is
outstanding. Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Lender to accelerate the
maturity  of  any interest that has not accrued at the time of such acceleration
or  to  collect  unearned  interest  at  the  time  of  such  acceleration.

17.     Financial  Statements.    The  financial statements heretofore furnished
        ---------------------
to  Lender  are,  as  of  the  dates specified therein, complete and correct and
fairly  present  the  financial  condition  of Borrower and any other persons or
entities  that are the subject of such financial statements, and are prepared in
accordance with generally accepted accounting principles in the United States of
America  consistently  applied  (or  such  other  accounting  basis  reasonably
acceptable  to  Lender).  Borrower  does  not  have  any contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized or
anticipated  losses  from any unfavorable commitments that are known to Borrower
and reasonably likely to have a materially adverse effect on the Property or the
operation  thereof  for  its  current use, except as referred to or reflected in
said  financial  statements.  Since the date of such financial statements, there
has  been  no materially adverse change in the financial condition, operation or
business  of  Borrower  or any other persons or entities that are the subject of
such  financial  statements  from  that  set forth in said financial statements.

18.     Performance  of  Other  Agreements.  Borrower  shall duly and punctually
        ----------------------------------
observe  and  perform each and every term, provision, condition, and covenant to
be  observed  or performed by Borrower pursuant to the terms of any agreement or
recorded  instrument  (including  all  instruments  comprising  the  Permitted
Encumbrances)  affecting  or  pertaining to the Property, and will not suffer or
permit  any  default or event of default (giving effect to any applicable notice
requirements  and  cure  periods)  to  exist  under  any  of  the  foregoing.

19.     Further  Acts,  Etc.  (a)  Borrower  will,  at the cost of Borrower, and
        --------------------
without  expense  to  Lender, do, execute, acknowledge and deliver all and every
such  further  acts,  deeds,  conveyances,  mortgages,  assignments,  notices of
assignment,  Uniform  Commercial  Code  financing  statements  or  continuation
statements,  transfers  and  assurances  as  Lender  shall,  from  time to time,
reasonably require, for the better assuring, conveying, assigning, transferring,
and  confirming  unto  Lender  the  property and rights hereby mortgaged, given,
granted,  bargained, sold, alienated, conveyed, confirmed, pledged, assigned and
hypothecated  or intended now or hereafter so to be, or which Borrower may be or
may  hereafter  become  bound to convey or assign to Lender, or for carrying out
the  intention  or facilitating the performance of the terms of this Mortgage or
for  filing,  registering  or recording this Mortgage. Borrower, on demand, will
execute  and  deliver  and  hereby  authorizes  Lender to execute in the name of
Borrower  or without the signature of Borrower to the extent Lender may lawfully
do so, one or more financing statements, chattel mortgages or other instruments,
to  evidence  more  effectively the security interest of Lender in the Property.
Upon  foreclosure,  the  appointment of a receiver or any other relevant action,

                                       20
<PAGE>

Borrower  will, at the cost of Borrower and without expense to Lender, cooperate
fully  and  completely  to  effect  the  assignment  or transfer of any license,
permit, agreement or any other right necessary or useful to the operation of the
Property.  Borrower  grants  to  Lender an irrevocable power of attorney coupled
with an interest for the purpose of exercising and perfecting any and all rights
and  remedies  available  to  Lender  at  law  and in equity, including, without
limitation,  such  rights  and  remedies  available  to  Lender pursuant to this
section.

     (b)  Borrower  acknowledges  that Lender and its successors and assigns may
(i)  sell  this  Mortgage,  the  Note  and  other  Loan Documents to one or more
investors as a whole loan, (ii) participate the Loan secured by this Mortgage to
one  or  more  investors,  (iii)  deposit this Mortgage, the Note and other Loan
Documents  with  a  trust,  which  trust  may  sell  certificates  to  investors
evidencing an ownership interest in the trust assets, or (iv) otherwise sell the
Loan  or  interest therein to investors (the transactions referred to in clauses
(i)  through  (iv)  are  hereinafter  each  referred  to  as a "Secondary Market
                                                                ----------------
Transaction").  Borrower  shall  cooperate  with  Lender  in  effecting any such
-----------
Secondary  Market  Transaction.

20.     Recording  of  Mortgage,  Etc.  Upon  the execution and delivery of this
        -----------------------------
Mortgage  and  thereafter, from time to time, Borrower will cause this Mortgage,
and  any  security instrument creating a lien or security interest or evidencing
the lien hereof upon the Property and each instrument of further assurance to be
filed,  registered  or  recorded  in  such  manner  and in such places as may be
required by any present or future law in order to publish notice of and fully to
protect  the  lien  or security interest hereof upon, and the interest of Lender
in,  the Property. Borrower will pay all filing, registration or recording fees,
and  all  expenses  incident to the preparation, execution and acknowledgment of
this  Mortgage,  any  mortgage supplemental hereto, any security instrument with
respect  to  the  Property  and  any  instrument  of  further assurance, and all
federal,  state,  county  and municipal, taxes, duties, imposts, assessments and
charges  arising out of or in connection with the execution and delivery of this
Mortgage, any mortgage supplemental hereto, any security instrument with respect
to  the Property or any instrument of further assurance, except where prohibited
by  law  so  to  do.

21.     Reporting  Requirements. Borrower agrees to give prompt notice to Lender
        -----------------------
of  the  insolvency  or  bankruptcy  filing  of  Borrower  or  the insolvency or
bankruptcy  filing  of  any  of  the  Guarantors.

22.     Events of Default. The term "Event of Default" as used herein shall mean
        -----------------            ----------------
the  occurrence  or  happening, at any time and from time to time, of any one or
more  of  the  following:

     (a)  if  any  portion  of the Debt is not paid on the date when the same is
due;

     (b)  if  the  Policies  are  not  kept  in full force and effect, or if the
Policies  (or  the  associated  certificates)  are  not delivered to Lender upon
request;

     (c) if Borrower fails to timely provide any financial or accounting report;

     (d)  if  Borrower  suffers  or  permits  the transfer or encumbrance of any
portion  of  the  Property  in  violation of Section 12 of this Mortgage, or any
                                             ----------
other  violation  of  subsection  12(a),  or  any violation of Section 9 of this
                                                               ---------
Mortgage;

                                       21
<PAGE>

     (e)  if  any  representation  or  warranty  of  Borrower,  or of any of the
Guarantors,  made  herein  or  in any other Loan Document or in any certificate,
report,  financial statement or other instrument or document furnished to Lender
shall  have  been  false  or  misleading  in  any  material  respect  when made;

     (f)  if  Borrower or any of the Guarantors shall make an assignment for the
benefit  of  creditors or if Borrower shall generally not be paying its debts as
they  become  due;

     (g)  if  a  receiver,  liquidator  or  trustee of Borrower or of any of the
Guarantors  shall  be appointed or if Borrower or any of the Guarantors shall be
adjudicated  a  bankrupt  or  insolvent,  or  if  any  petition  for bankruptcy,
reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal  or state law, shall be filed by or against, consented to, or acquiesced
in  by,  Borrower  or  any  of  the  Guarantors  or  if  any  proceeding for the
dissolution  or  liquidation  of  Borrower  or of any of the Guarantors shall be
instituted;  however,  if such appointment, adjudication, petition or proceeding
was  involuntary  and  not consented to by Borrower or such Guarantors, upon the
same  not  being  discharged,  stayed  or  dismissed  within  sixty  (60)  days;

     (h)  if  Borrower  shall be in default under any other mortgage or security
agreement  covering  any part of the Property and otherwise permitted hereunder;

     (i)  subject  to  Borrower's  right  to  contest as provided herein, if the
Property  becomes  subject  to  any mechanic's, materialman's, mortgage or other
lien  except a lien for local real estate taxes and assessments not then due and
payable;

     (j)  if  Borrower  fails to properly cure within any applicable cure period
any  violations of laws or ordinances which may be interpreted to materially and
adversely  affect  the  Property;

     (k)  except  as  permitted  in  this  Mortgage,  the  actual  alteration,
improvement,  demolition or removal of any of the Improvements without the prior
consent  of  Lender;

     (l)  damage to the Property in any manner which is not covered by insurance
solely  as  a  result  of  Borrower's  failure to maintain insurance required in
accordance  with  this  Mortgage;

     (m)  if  a  default  or  breach  of any covenant, term or provision of this
Mortgage,  the  Note  or  the  other  Loan  Documents  shall  occur which is not
otherwise  enumerated  herein,  in the Note or in the other Loan Documents as an
Event  of  Default;

     (n)  entry  of  a  judgment in excess of $100,000 and the expiration of any
appeal  rights  or  the  dismissal  or  final  adjudication  of  appeals against
Borrower,  not  satisfied  by  Borrower  within  ninety  (90)  days  after  such
expiration  date;

     (p)  the  Mortgage  shall  cease to constitute a first-priority lien on the
Property  (other  than  in  accordance  with  its  terms);

                                       22
<PAGE>

     (q)  seizure  or  forfeiture  of  the  Property, or any portion thereof, or
Borrower's  interest  therein,  resulting  from  criminal  wrongdoing  or  other
unlawful action of Borrower, its Affiliates, or any tenant in the Property under
any  federal,  state  or  local  law;  or

     (r)  if,  without  Lender's  prior  written  consent,  Borrower  ceases  to
continuously  operate  the  Property or any material portion thereof as the same
use  that is currently permitted under applicable zoning or other local laws for
any  reason  whatsoever  (other  than temporary cessation in connection with any
repair  or  renovation  thereof  undertaken  with  the  consent  of  Lender).

23.     Notice  and  Cure.  Notwithstanding  the  foregoing,  Lender  agrees  to
        ------------------
give  to Borrower written notice as described below of (a) Borrower's failure to
pay  any  part  of  the  Debt when due, other than a regularly scheduled monthly
payment  of  principal,  interest  revenues,  escrows or other amounts, required
under  the  Note, this Mortgage, or any other Loan Document (a "Noticed Monetary
                                                                ----------------
Default"),  (b)  a  default referred to in subsection 22(p) above (a "First Lien
-------                                                               ----------
Default")  and  (c)  a  default referred to in subsections 22(c), (h), (j), (1),
-------
(m),  (q)  or  (r)  above  (a  "Noticed  Nonmonetary Default"). Without limiting
                                ----------------------------
Lender's rights to impose a late charge for Borrower's nonpayment as provided in
the  Note,  Borrower  shall  have  a period of ten (10) days from its receipt of
notice  in  which  to  cure  a  Noticed Monetary Default, shall have a period of
twenty  (20)  days  from  its receipt of notice to cure a First Lien Default and
shall  have  a period of thirty (30) days from its receipt of notice in which to
cure  a  Noticed  Nonmonetary  Default,  provided, however, that if such Noticed
Nonmonetary  Default  is  reasonably  susceptible  of  cure, but not within such
thirty (30) day period, then Borrower may be permitted up to an additional sixty
(60)  days  to  cure  such  default  provided  that  Borrower  diligently  and
continuously  pursues  such cure. Notwithstanding the foregoing, Lender may, but
shall  not  be  required,  to  give  notice  of  a Noticed Monetary Default or a
recurrence  of  the  same  Noticed  Nonmonetary Default more frequently than two
times  in  any twelve-month period. A Noticed Monetary Default and/or First Lien
Default  and/or  Noticed  Nonmonetary  Default shall nevertheless be an Event of
Default  for  all  purposes  under  the  Loan  Documents  (including,  without
limitation,  Lender's  right  to  collect  Default  Interest  and  any  other
administrative charge set forth in the Note) except that the acceleration of the
Debt  or  other exercise of remedies shall not be prior to the expiration of the
applicable  cure and/or grace periods provided in Section 22 or in this section.
                                                  ----------

24.     Remedies.  Upon the occurrence of an Event of Default and subject to any
        --------
applicable  cure  period,  Lender  may, at Lender's option, by Lender itself, or
otherwise,  do  any  one  or  more  of  the  following:

     (a)  Right  to Perform Borrower's Covenants. If Borrower has failed to keep
or  perform any covenant whatsoever contained in this Mortgage or the other Loan
Documents,  Lender  may,  but  shall  not  be  obligated to any person to do so,
perform  or  attempt  to  perform said covenant; and any payment made or expense
incurred  in  the  performance  or  attempted  performance of any such covenant,
together  with  any  sum  expended  by  Lender that is chargeable to Borrower or
subject  to  reimbursement  by  Borrower  under the Loan Documents, shall be and
become a part of the Debt, and Borrower promises, upon demand, to pay to Lender,
at  the  place where the Note is payable, all sums so incurred, paid or expended
by Lender, with interest from the date when paid, incurred or expended by Lender
at  the  Default  Interest  Rate.

                                       23
<PAGE>

     (b)  Right  of Entry. Lender may, prior or subsequent to the institution of
any  foreclosure  proceedings, enter upon the Property, or any part thereof, and
take  exclusive  possession  of  the  Property  and  of  all books, records, and
accounts relating thereto and to exercise without interference from Borrower any
and  all  rights  which Borrower has with respect to the management, possession,
operation,  protection,  or  preservation  of  the  Property,  including without
limitation  the right to rent the same for the account of Borrower and to deduct
from such Rents all costs, expenses, and liabilities of every character incurred
by  Lender  in  collecting  such  Rents and in managing, operating, maintaining,
protecting,  or preserving the Property and to apply the remainder of such Rents
on  account  of  the  Debt  in  such manner as Lender may elect. All such costs,
expenses,  and  liabilities  incurred  by Lender in collecting such Rents and in
managing, operating, maintaining, protecting, or preserving the Property, if not
paid  out of Rents as hereinabove provided, shall constitute a demand obligation
owing  by  Borrower  and  shall bear interest from the date of expenditure until
paid  at  the  Default Interest Rate, all of which shall constitute a portion of
the  Debt.  If necessary to obtain the possession provided for above, Lender may
invoke any and all legal remedies to dispossess Borrower, including specifically
one  or  more actions for forcible entry and detainer, trespass to try title and
restitution.  In  connection  with  any  action taken by Lender pursuant to this
subsection,  Lender  shall  not  be  liable  for  any loss sustained by Borrower
resulting from any failure to let the Property, or any part thereof, or from any
other  act  or  omission  of Lender in managing the Property unless such loss is
caused  by  the  willful  misconduct of Lender, nor shall Lender be obligated to
perform or discharge any obligation, duty, or liability under any Lease or under
or  by  reason  hereof or the exercise of rights or remedies hereunder. Borrower
shall  and  does  hereby  agree  to indemnify Lender and any affiliate, officer,
director,  employee,  attorney,  or  agent of Lender (the "Indemnified Parties")
for,  and  to hold the Indemnified Parties harmless from, any and all liability,
loss,  or  damage  which may or might be incurred by any Indemnified Party under
any  such  Lease  or  under  or  by  reason  hereof or the exercise of rights or
remedies hereunder, and from any and all claims and demands whatsoever which may
be  asserted  against any Indemnified Party by reason of any alleged obligations
or undertakings on its part to perform or discharge any of the terms, covenants,
or  agreements  contained  in any such Lease. Should any Indemnified Party incur
any  such  liability,  the  amount  thereof, including without limitation costs,
expenses,  and  reasonable  attorneys' fees, together with interest thereon from
the  date  of  expenditure  until  paid  at  the Default Interest Rate, shall be
secured  hereby,  and  Borrower  shall reimburse such Indemnified Party therefor
immediately  upon  demand.  Nothing  in  this  subsection shall impose any duty,
obligation,  or responsibility upon any Indemnified Party for the control, care,
management,  leasing, or repair of the Property, nor for the carrying out of any
of  the terms and conditions of any such Lease, nor shall it operate to make any
Indemnified  Party responsible or liable for any waste committed on the Property
by  the  tenants  or  by  any  other  parties,  for  any hazardous substances or
environmental  conditions  on  or  under  the  Property,  for  any  dangerous or
defective  condition  of  the  Property or for any negligence in the management,
leasing,  upkeep, repair, or control of the Property resulting in loss or injury
or death to any tenant, licensee, employee, or stranger. Borrower hereby assents
to,  ratifies,  and  confirms  any and all actions of Lender with respect to the
Property  taken  under  this  subsection.

     (c)  Right  to Accelerate. Lender may, without notice, demand, presentment,
notice  of  nonpayment  or nonperformance, protest, notice of protest, notice of
intent  to  accelerate, notice of acceleration, or any other notice or any other
action,  all  of  which  are  hereby  waived  by  Borrower and all other parties
obligated  in  any  manner  whatsoever  on  the  Debt, declare the entire unpaid
                                       24
<PAGE>

balance  of the Debt immediately due and payable, and upon such declaration, the
entire  unpaid  balance  of  the  Debt  shall  be  immediately  due and payable.

     (d)  Foreclosure-Power  of  Sale. In the Event of a Default the Lender, its
agents or assigns, shall be authorized to take possession of the premises hereby
conveyed,  and  with or without first taking possession, after giving twenty-one
days'  notice,  by publishing once a week for three consecutive weeks, the time,
place  and  terms  of  sale,  by  publication in some newspaper published in the
County in which the Property is located in he State of Alabama, sell the same in
lots  or  parcels or en masse as the Lender, its agents or assigns deem best, in
front  of  the  Court House door of said County, (or division thereof) where the
Property is located, at public outcry, to the highest bidder for cash, and apply
the  proceeds  of  the  sale:  First, to the expense of advertising, selling and
conveying,  including a reasonable attorney's fee; Second, to the payment of any
amounts that may have been expended, or that it may then be necessary to expend,
in paying insurance, taxes, or other encumbrances, with interest thereon; Third,
to the payment of said indebtedness in full, whether the same shall or shall not
have  fully matured at the date of said sale, but no interest shall be collected
beyond  the  date of sale; and Fourth, the balance, if any, to be turned over to
the  Borrower  and  the  Borrower  further agrees that the Lender, its agents or
assigns  may  bid  at said sale and purchase the Property, if the highest bidder
therefor;  and  the Borrower further agree to pay a reasonable attorney's fee to
the Lender or its assigns, for the foreclosure of this mortgage in court, should
the  same  be  so  foreclosed, said fee to be a part of the debt hereby secured.

     (e)  Rights  Pertaining to Sales. Subject to the requirements of applicable
law  and  except  as  otherwise  provided herein, the following provisions shall
apply  to  any  sale  or sales of all or any portion of the Property under or by
virtue  of  subsection  23(d) above, whether made under the power of sale herein
granted  or  by  virtue  of  judicial  proceedings or of a judgment or decree of
foreclosure  and  sale:

          (i)  Lender  may  conduct  any  number of sales from time to time. The
     power  of  sale  set  forth above shall not be exhausted by any one or more
     such  sales  as to any part of the Property which shall not have been sold,
     nor by any sale which is not completed or is defective in Lender's opinion,
     until  the  Debt  shall  have  been  paid  in  full.

          (ii)  Any sale may be postponed or adjourned by public announcement at
     the  time  and  place  appointed  for  such  sale  or for such postponed or
     adjourned  sale  without  further  notice.

          (iii)  After each sale, Lender or an officer of any court empowered to
     do so shall execute and deliver to the purchaser or purchasers at such sale
     a  good  and  sufficient  instrument  or  instruments  granting, conveying,
     assigning and transferring all right, title and interest of Borrower in and
     to the property and rights sold and shall receive the proceeds of said sale
     or  sales  and  apply  the  same as specified in the Note. Lender is hereby
     appointed  the  true  and  lawful  attorney-in-fact  of  Borrower,  which
     appointment  is  irrevocable  and  shall  be  deemed  to be coupled with an
     interest,  in Borrower's name and stead, to make all necessary conveyances,
     assignments,  transfers  and deliveries of the property and rights so sold,
     Borrower  hereby  ratifying  and  confirming all that said attorney or such
     substitute  or  substitutes  shall  lawfully  do  by  virtue  thereof.

                                       25
<PAGE>

     Nevertheless,  Borrower,  if  requested by Lender, shall ratify and confirm
     any  such  sale  or  sales  by  executing  and delivering to Lender or such
     purchaser  or  purchasers  all  such  instruments  as  may be advisable, in
     Lender's  judgment,  for the purposes as may be designated in such request.

          (iv)  Any  and all statements of fact or other recitals made in any of
     the  instruments referred to in subsection 23(e)(iii) above given by Lender
     shall be taken as conclusive and binding against all persons as evidence of
     the  truth  of  the  facts  so  stated  and  recited.

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

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

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

     (f) Lender's Judicial Remedies. Lender may proceed by suit or suits, at law
or  in  equity,  to  enforce  the payment of the Debt to foreclose the liens and
security  interests of this Mortgage as against all or any part of the Property,
and to have all or any part of the Property sold under the judgment or decree of
a  court of competent jurisdiction. This remedy shall be cumulative of any other
non-judicial  remedies available to Lender under this Mortgage or the other Loan
Documents.  Proceeding  with  a request or receiving a judgment for legal relief
shall  not  be  or be deemed to be an election of remedies and shall not bar any
available  non-judicial  remedy  of  Lender.

     (g) Lender's Right to Appointment of Receiver. Lender, as a matter of right
and  without  (i) regard to the sufficiency of the security for repayment of the
Debt,  (ii)  notice  to  Borrower,  (iii)  any  showing of insolvency, fraud, or
mismanagement on the part of Borrower, (iv) the necessity of filing any judicial
or other proceeding other than the proceeding for appointment of a receiver, and
(v)  regard  to  the  then  value  of  the  Property,  shall  be entitled to the
appointment  of a receiver or receivers for the protection, possession, control,
management  and  operation  of  the Property, including, without limitation, the
power  to collect the Rents and enforce this Mortgage. In the case of a sale and
deficiency,  such  right  shall  continue  during  the  full statutory period of
redemption (if any), whether there be a redemption or not, as well as during any
further times when Borrower, except for the intervention of such receiver, would
be entitled to collection of such Rents. Borrower hereby irrevocably consents to
the  appointment  of a receiver or receivers. Any receiver appointed pursuant to
the  provisions  of  this  subsection  shall have the usual powers and duties of
receivers  in  such  matters.

                                       26
<PAGE>

     (h)  Lender's  Uniform  Commercial  Code  Remedies. Lender may exercise its
rights  of  enforcement under the Uniform Commercial Code in effect in the state
in  which  the  Property  is  located.

     (i) Other Rights. Lender (i) may surrender the Policies maintained pursuant
to  this Mortgage or any part thereof, and upon receipt shall apply the unearned
premiums  as a credit on the Debt, and, in connection therewith, Borrower hereby
appoints Lender as agent and attorney-in-fact (which is coupled with an interest
and  is  therefore  irrevocable) for Borrower to collect such premiums; and (ii)
may  apply the Tax and Insurance Escrow Fund and/or the Replacement Reserve Fund
and  any  other funds held by Lender toward payment of the Debt; and (iii) shall
have  and  may  exercise  any and all other rights and remedies which Lender may
have  at  law  or  in  equity,  or  by  virtue  of any of the Loan Documents, or
otherwise.

     (j)  Discontinuance  of  Remedies.  In  case Lender shall have proceeded to
invoke  any  right,  remedy,  or recourse permitted under the Loan Documents and
shall  thereafter  elect  to  discontinue or abandon same for any reason, Lender
shall  have  the  unqualified  right  so  to do and, in such event, Borrower and
Lender shall be restored to their former positions with respect to the Debt, the
Loan  Documents,  the Property or otherwise, and the rights, remedies, recourses
and  powers  of  Lender  shall  continue  as  if  same  had  never been invoked.

     (k)  Remedies  Cumulative.  All  rights,  remedies, and recourses of Lender
granted  in  the  Note,  this  Mortgage  and the other Loan Documents, any other
pledge  of  collateral,  or  otherwise  available at law or equity: (i) shall be
cumulative  and  concurrent;  (ii)  may  be pursued separately, successively, or
concurrently  against Borrower, the Property, or any one or more of them, at the
sole  discretion of Lender; (iii) may be exercised as often as occasion therefor
shall  arise,  it  being  agreed  by  Borrower  that  the exercise or failure to
exercise  any  of  same  shall  in  no event be construed as a waiver or release
thereof  or of any other right, remedy, or recourse; (iv) shall be nonexclusive;
(v)  shall  not  be conditioned upon Lender exercising or pursuing any remedy in
relation  to the Property prior to Lender bringing suit to recover the Debt; and
(vi) in the event Lender elects to bring suit on the Debt and obtains a judgment
against  Borrower  prior to exercising any remedies in relation to the Property,
all  liens  and  security  interests, including the lien of this Mortgage, shall
remain  in  full  force  and  effect and may be exercised thereafter at Lender's
option.

     (l)  Election of Remedies. Lender may release, regardless of consideration,
any  part  of  the  Property without, as to the remainder, in any way impairing,
affecting,  subordinating, or releasing the lien or security interests evidenced
by  this  Mortgage  or  the other Loan Documents or affecting the obligations of
Borrower or any other party to pay the Debt. For payment of the Debt, Lender may
resort  to  any  collateral  securing  the payment of the Debt in such order and
manner  as  Lender  may elect. No collateral taken by Lender shall in any manner
impair  or  affect  the  lien  or  security interests given pursuant to the Loan
Documents,  and  all  collateral  shall  be  taken,  considered,  and  held  as
cumulative.

                                       27
<PAGE>

     (m)  Bankruptcy  Acknowledgment.  In  the event the Property or any portion
thereof  or  any  interest  therein becomes property of any bankruptcy estate or
subject  to  any  state  or  federal  insolvency  proceeding,  then Lender shall
immediately become entitled, in addition to all other relief to which Lender may
be  entitled  under  this  Mortgage,  to obtain (i) an order from the Bankruptcy
Court  or  other  appropriate court granting immediate relief from the automatic
stay  pursuant  to  Section  362  of  the Bankruptcy Code so to permit Lender to
                    ------------
pursue  its rights and remedies against Borrower as provided under this Mortgage
and  all  other  rights  and  remedies  of  Lender  at  law  and in equity under
applicable  state  law,  and (ii) an order from the Bankruptcy Court prohibiting
Borrower's  use  of  all  "cash  collateral" as defined under Section 363 of the
                                                              -----------
Bankruptcy Code. In connection with such Bankruptcy Court orders, Borrower shall
not  contend or allege in any pleading or petition filed in any court proceeding
that Lender does not have sufficient grounds for relief from the automatic stay.
Any bankruptcy petition or other action taken by Borrower to stay, condition, or
inhibit  Lender  from exercising its remedies are hereby admitted by Borrower to
be  in  bad  faith and Borrower further admits that Lender would have just cause
for  relief  from  the  automatic  stay in order to take such actions authorized
under  state  law.

     (n)  Application  of  Proceeds. The proceeds from any sale, lease, or other
disposition  made  pursuant to this Mortgage, or the proceeds from the surrender
of any insurance policies pursuant hereto, or any Rents collected by Lender from
the  Property,  or  the Tax and Insurance Escrow Fund or the Replacement Reserve
Fund  or  sums received pursuant to Section 7 hereof, or proceeds from insurance
                                    ---------
which  Lender elects to apply to the Debt pursuant to Section 3 hereof, shall be
                                                      ---------
applied  by  Lender  to the Debt in the following order and priority: (i) to the
payment  of  all expenses of advertising, selling, and conveying the Property or
part  thereof,  and/or  prosecuting  or  otherwise  collecting  Rents, proceeds,
premiums or other sums including reasonable attorneys' fees and a reasonable fee
or  commission  to Lender, not to exceed five percent of the proceeds thereof or
sums  so  received  and,  in  no  event,  in excess of any limitation imposed by
applicable  law; (ii) to that portion, if any, of the Debt with respect to which
no  person  or  entity  has  personal  or  entity  liability  for  payment  (the
"Exculpated  Portion"),  and  with respect to the Exculpated Portion as follows:
---------------------
first,  to accrued but unpaid interest, second, to matured principal, and third,
to  unmatured  principal in inverse order of maturity; (iii) to the remainder of
the  Debt  as  follows:  first,  to  the  remaining accrued but unpaid interest,
second,  to  the  matured  portion  of  principal  of  the  Debt,  and third, to
prepayment of the unmatured portion, if any, of principal of the Debt applied to
installments of principal in inverse order of maturity; (iv) the balance, if any
or  to  the extent applicable, remaining after the full and final payment of the
Debt  to  the holder or beneficiary of any inferior liens covering the Property,
if  any, in order of the priority of such inferior liens (Lender shall hereby be
entitled  to  rely  exclusively  on  a  commitment for title insurance issued to
determine  such  priority);  and  (v) the cash balance, if any, to the person or
persons  entitled thereto. The application of proceeds of sale or other proceeds
as  otherwise  provided  herein shall be deemed to be a payment of the Debt like
any  other  payment.  The  balance  of  the Debt remaining unpaid, if any, shall
remain  fully  due  and  owing  in accordance with the terms of the Note and the
other  Loan  Documents.

25.     Security  Agreement.  This  Mortgage  is  both  a real property mortgage
        --------------------
or  Mortgage  and  a  "security  agreement"  within  the  meaning of the Uniform
Commercial Code. For the purposes of this Section 25, Borrower shall be referred
to  as "Debtor" and Lender shall be referred to as "Secured Party." The Property
        ------                                      -------------
includes  both  real  and  personal property and all other rights and interests,
whether  tangible  or intangible in nature, of Debtor in the Property. Debtor by

                                       28
<PAGE>

executing  and delivering this Mortgage has granted and hereby grants to Secured
Party, as security for the Debt, a security interest in the Property to the full
extent  that  the  Property  may be subject to the Uniform Commercial Code (said
portion  of  the Property so subject to the Uniform Commercial Code being called
in  this  section  the "Collateral"). Debtor hereby agrees with Secured Party to
                        ----------
execute  and  deliver  to  Secured  Party, in form and substance satisfactory to
Secured  Party, such financing statements and such further assurances as Secured
Party  may  from time to time, reasonably consider necessary to create, perfect,
and  preserve  Secured  Party's  security interest herein granted. This Mortgage
shall  also  constitute  a  "fixture  filing"  for  the  purposes of the Uniform
Commercial  Code.  All  or  part  of the Property are or are to become fixtures.
Information concerning the security interest herein granted may be obtained from
the  parties at the addresses of the parties set forth in the first paragraph of
this Mortgage. If an Event of Default shall occur, Secured Party, in addition to
any  other  rights  and  remedies which it may have, shall have and may exercise
immediately  and  without  demand,  any and all rights and remedies granted to a
secured party upon default under the Uniform Commercial Code, including, without
limiting  the  generality  of the foregoing, the right to take possession of the
Collateral or any part thereof, and to take such other measures as Secured Party
may  deem necessary for the care, protection and preservation of the Collateral.
Upon  request  or  demand of Secured Party, Debtor shall at its expense assemble
the  Collateral  and  make  it  available to Secured Party at a convenient place
acceptable to Secured Party. Debtor shall pay to Secured Party on demand any and
all  expenses, including reasonable legal expenses and attorneys' fees, incurred
or  paid  by  Secured  Party in protecting the interest in the Collateral and in
enforcing  the  rights  hereunder  with respect to the Collateral. Any notice of
sale,  disposition or other intended action by Secured Party with respect to the
Collateral  sent to Debtor in accordance with the provisions hereof at least ten
(10)  days prior to such action, shall constitute commercially reasonable notice
to  Debtor.  The  proceeds  of  any  disposition  of the Collateral, or any part
thereof,  may  be  applied  by  Secured Party to the payment of the Debt in such
priority  and  proportions as Secured Party in its discretion shall deem proper.
In  the  event  of any change in name, identity or structure of any Debtor, such
Debtor  shall  notify  Secured  Party  thereof  and promptly after request shall
execute,  file and record such Uniform Commercial Code forms as are necessary to
maintain  the priority of Secured Party's lien upon and security interest in the
Collateral,  and  shall  pay all expenses and fees in connection with the filing
and recording thereof. If Secured Party shall require the filing or recording of
additional  Uniform  Commercial  Code  forms  or continuation statements, Debtor
shall,  promptly after request, execute, file and record such Uniform Commercial
Code forms or continuation statements as Secured Party shall deem necessary, and
shall  pay  all  expenses  and  fees in connection with the filing and recording
thereof,  it  being  understood  and  agreed,  however,  that no such additional
documents  shall increase Debtor's obligations under the Note, this Mortgage and
the  other  Loan  Documents. Debtor hereby irrevocably appoints Secured Party as
its  attorney-in-fact,  coupled  with  an interest, to file with the appropriate
public  office  on  its  behalf any financing or other statements signed only by
Secured  Party,  as Debtor's attorney-in-fact, in connection with the Collateral
covered by this Mortgage. Notwithstanding the foregoing, Debtor shall appear and
defend  in  any  action  or  proceeding  which affects or purports to affect the
Property  and  any  interest  or  right therein, whether such proceeding affects
title  or any other rights in the Property (and in conjunction therewith, Debtor
shall  fully  cooperate with Secured Party in the event Secured Party is a party
to  such  action  or  proceeding).

                                       29
<PAGE>

26.     Right of Entry.  In  addition  to  any  other rights or remedies granted
        --------------
under  this  Mortgage,  Lender  and its agents shall have the right to enter and
inspect  the  Property and Borrower's place of business, including its financial
and  accounting  records, and to make copies and take extracts therefrom, and to
discuss  its  affairs,  finances  and business with its officers and independent
public  accountants  (with  such  Borrower's  representative(s)  present) at any
reasonable  time  during  the term of the Loan and as often as may be reasonably
requested  upon  prior  notice  and  subject to the rights of the tenants at the
Property.  The  cost  of  such  inspections or audits shall be borne by Borrower
should  Lender  determine that an Event of Default exists, including the cost of
all  follow  up  or  additional  investigations  or  inquiries deemed reasonably
necessary  by  Lender. The cost of such inspections, if not paid for by Borrower
following  demand,  may  be added to the principal balance of the sums due under
the  Note and this Mortgage and shall bear interest thereafter until paid at the
Default  Interest  Rate.

27.     Actions  and  Proceedings.  Lender has the right to appear in and defend
        -------------------------
any  action  or proceeding brought with respect to the Property and to bring any
action  or  proceeding,  in the name and on behalf of Borrower, which Lender, in
its  discretion,  decides  should  be  brought  to  protect  its interest in the
Property. Lender shall, at its option, be subrogated to the lien of any mortgage
or other security instrument discharged in whole or in part by the Debt, and any
such  subrogation rights shall constitute additional security for the payment of
the  Debt.

28.     Waiver  of Setoff and Counterclaim, Marshalling, Statute of Limitations,
        ------------------------------------------------------------------------
Automatic  or  Supplemental  Stay, Etc. (a) All amounts due under this Mortgage,
---------------------------------------
the  Note  and  the  other  Loan  Documents  shall  be  payable  without setoff,
--
counterclaim  (other than compulsory counterclaims) or any deduction whatsoever.
Borrower  hereby  waives the right to assert a setoff, counterclaim or deduction
in  any action or proceeding in which Lender is a participant, or arising out of
or  in  any  way  connected  with this Mortgage, the Note, any of the other Loan
Documents,  or  the  Debt.

     (b)  Borrower hereby expressly, irrevocably, and unconditionally waives and
releases,  to  the  extent permitted by law (i) the benefit of all appraisement,
valuation,  stay,  extension, reinstatement and redemption laws now or hereafter
in force and all rights of marshalling, sale in the inverse order of alienation,
or  any  other  right  to  direct  in any manner the order or sale of any of the
Property  in the event of any sale hereunder of the Property or any part thereof
or  any  interest therein; (ii) any and all rights of redemption from sale under
any  order  or decree of foreclosure of this Mortgage on behalf of Borrower, and
on  behalf  of  each  and every person acquiring any interest in or title to the
Property subsequent to the date of this Mortgage and on behalf of all persons to
the  extent permitted by applicable law; (iii) all benefits that might accrue to
Borrower  by  virtue  of  any  present or future law exempting the Property from
attachment,  levy  or  sale  on  execution  or  providing  for any appraisement,
valuation,  stay  of  execution,  exemption  from  civil process, redemption, or
extension  of  time  for  payment;  and (iv) all notices of any Event of Default
except  as  expressly  provided  herein  or  of  Lender's exercise of any right,
remedy,  or  recourse  provided  for  under  the  Loan  Documents.

     (c)  To  the  extent permitted by applicable law, Lender's rights hereunder
shall  continue  even  to  the extent that a suit for collection of the Debt, or
part  thereof,  is barred by a statute of limitations. Borrower hereby expressly
waives  and releases to the fullest extent permitted by law, the pleading of any
statute  of  limitations  as  a  defense  to  payment  of  the  Debt.

                                       30
<PAGE>

     (d)  In  the  event  of the filing of any voluntary or involuntary petition
under  the  U.S.  Bankruptcy Code (the "Bankruptcy Code") by or against Borrower
(other  than  an involuntary petition filed by or joined in by Lender), Borrower
shall  not assert, or request any other party to assert, that the automatic stay
under  Section  362  of  the  Bankruptcy Code shall operate or be interpreted to
       ------------
stay,  interdict,  condition, reduce or inhibit the ability of Lender to enforce
any  rights  it  has by virtue of this Mortgage, or any other rights that Lender
has,  whether  now  or  hereafter acquired, against any of the Guarantors of the
Debt.  Further, Borrower shall not seek a supplemental stay or any other relief,
whether  injunctive or otherwise, pursuant to Section 105 of the Bankruptcy Code
                                              -----------
or  any other provision therein to stay, interdict, condition, reduce or inhibit
the  ability  of  Lender to enforce any rights it has by virtue of this Mortgage
against any of the Guarantors of the Debt. The waivers contained in this section
are  a  material  inducement to Lender's willingness to enter into this Mortgage
and  Borrower acknowledges and agrees that no grounds exist for equitable relief
which  would  bar, delay or impede the exercise by Lender of Lender's rights and
remedies  against  Borrower  or  any  of  the  Guarantors  of  the  Debt.

29.     Contest  of  Certain  Claims.  Notwithstanding the provisions of Section
        ----------------------------                                     -------
4  and  subsection 22(i) hereof, Borrower shall not be in default for failure to
--
pay  or  discharge  Taxes,  Other  Charges  or  mechanic's or materialman's lien
asserted  against  the  Property  if,  and  so  long as, (a) Borrower shall have
notified Lender of same within five (5) days of obtaining knowledge thereof; (b)
Borrower  shall  diligently  and  in  good faith contest the same by appropriate
legal  proceedings  which shall operate to prevent the enforcement or collection
of  the  same  and  the sale of the Property or any part thereof, to satisfy the
same;  (c)  Borrower  shall  have  furnished  to  Lender  a  cash deposit, or an
indemnity  bond  satisfactory to Lender with a surety satisfactory to Lender, in
the  amount  of  the  Taxes,  Other  Charges or mechanic's or materialman's lien
claim, plus a reasonable additional sum to pay all costs, interest and penalties
that  may  be  imposed or incurred in connection therewith, to assure payment of
the  matters under contest and to prevent any sale or forfeiture of the Property
or  any  part  thereof;  (d)  Borrower  shall  promptly upon final determination
thereof  pay the amount of any such Taxes, Other Charges or claim so determined,
together  with  all  costs,  interest  and  penalties  which  may  be payable in
connection  therewith;  (e)  the  failure  to  pay  the  Taxes, Other Charges or
mechanic's  or  materialman's lien claim does not constitute a default under any
other  Mortgage, mortgage or security interest covering or affecting any part of
the  Property; and (f) notwithstanding the foregoing, Borrower shall immediately
upon request of Lender pay (and if Borrower shall fail so to do, Lender may, but
shall  not  be required to, pay or cause to be discharged or bonded against) any
such  Taxes,  Other  Charges  or  claim  notwithstanding such contest, if in the
opinion  of  Lender, the Property or any part thereof or interest therein may be
in  danger  of  being sold, forfeited, foreclosed, terminated, canceled or lost.
Lender  may  pay  over  any  such  cash  deposit or part thereof to the claimant
entitled thereto at any time when, in the judgment of Lender, the entitlement of
such  claimant  is  established.

30.     Recovery  of  Sums Required to Be Paid. Lender shall have the right from
        --------------------------------------
time  to  time to take action to recover any sum or sums which constitute a part
of the Debt as the same become due, without regard to whether or not the balance
of  the  Debt  shall  be  due,  and  without  prejudice  to  the right of Lender
thereafter to bring an action of foreclosure, or any other action, for a default
or  defaults by Borrower existing at the time such earlier action was commenced.

31.     Handicapped  Access.  (a)     Borrower agrees that the Property shall at
        -------------------
all  times  comply  in all material respects with applicable requirements of the
Americans  with  Disabilities  Act  of  1990, the Fair Housing Amendments Act of

                                       31
<PAGE>

1988,  all state and local laws and ordinances related to handicapped access and
all  rules,  regulations,  and orders issued pursuant thereto including, without
limitation,  the  Americans  with  Disabilities Act Accessibility Guidelines for
Buildings  and  Facilities  (collectively  "Access  Laws").
                                            ------------

     (b)  Notwithstanding  any  provisions  set  forth  herein  or  in any other
document  regarding  Lender's  approval of alterations of the Property, Borrower
shall  not  alter  the  Property  in  any manner which would increase Borrower's
responsibilities  for  compliance  with  the  applicable Access Laws without the
prior  written  approval  of Lender. Lender may condition any such approval upon
receipt of a certificate from an architect, engineer, or other person acceptable
to  Lender  of  compliance  with  Access  Laws.

     (c)  Borrower  agrees  to  give  prompt  notice to Lender of the receipt by
Borrower  of  any  complaints related to violation of any Access Laws and of the
commencement  of  any  proceedings  or investigations which relate to compliance
with  applicable  Access  Laws.

32.     Indemnification; Limitation of Liability. (a) Unless caused solely by an
        ----------------------------------------
Indemnified  Party's  gross  negligence  or  willful  misconduct, Borrower shall
protect,  defend,  indemnify  and save harmless the Indemnified Parties from and
against  all  liabilities,  obligations,  claims,  damages, penalties, causes of
action,  costs  and expenses (including without limitation reasonable attorneys'
fees  and  expenses),  imposed  upon  or  incurred  by  or  asserted against any
Indemnified  Party  by  reason of (i) ownership of the Mortgage, the Property or
any  interest  therein  or receipt of any rents; (ii) any accident, injury to or
death  of persons or loss of or damage to property occurring in, on or about the
Property  or  any  part  thereof  or on the adjoining sidewalks, curbs, adjacent
property  or  adjacent  parking areas, streets or ways; (iii) any use, nonuse or
condition  in,  on or about the Property or any part thereof or on the adjoining
sidewalks,  curbs, adjacent property or adjacent parking areas, streets or ways;
(iv)  performance of any labor or services or the furnishing of any materials or
other  property  in respect of the Property or any part thereof; (v) any actions
taken by any Indemnified Party in the enforcement of this Mortgage and the other
Loan  Documents;  (vi)  any  failure to act on the part of any Indemnified Party
hereunder;  (vii)  the payment or nonpayment of any brokerage commissions to any
party  in  connection  with  the transaction contemplated hereby; and (viii) the
failure of Borrower to file timely with the Internal Revenue Service an accurate
Form  1099-B,  Statement for Recipients of Proceeds from Real Estate, Broker and
Barter  Exchange  Transactions,  which  may  be required in connection with this
Mortgage,  or  to  supply a copy thereof in a timely fashion to the recipient of
the  proceeds of the transaction in connection with which this Mortgage is made;
(ix)  the  presence,  disposal,  escape,  seepage, leakage, spillage, discharge,
emission,  release,  or threatened release of any Hazardous Substances on, from,
or  affecting  the  Property  or  any  other  property;  (x) any personal injury
(including  wrongful death) or property damage (real or personal) arising out of
or related to such Hazardous Substances; (xi) any lawsuit brought or threatened,
settlement  reached, or Government Action relating to such Hazardous Substances;
or,  (xii)  any violation of laws, orders, regulations, requirements, or demands
of  government  authorities,  which are based upon or in any way related to such
Hazardous  Substances  including,  without limitation, the costs and expenses of
any  remedial action, attorney and consultant fees, investigation and laboratory
fees,  court  costs,  and  litigation  expenses;  provided,  however,  that
notwithstanding  the foregoing (ix) through (xii), in the event of a foreclosure
of the Property or deed-in-lieu of foreclosure, Borrower shall not be liable for

                                       32
<PAGE>

any  claim arising thereunder to the extent the condition, event or circumstance
giving  rise  to  such  claim  did  not  exist or take place on or prior to, and
instead  first  occurs  and arises after the date that Lender takes title to the
Property  by  foreclosure or deed-in-lieu of foreclosure. Any amounts payable to
an  Indemnified  Party by reason of the application of this section shall become
immediately due and payable and shall bear interest at the Default Interest Rate
from  the date loss or damage is sustained by such Indemnified Party until paid.

     (b)  Neither  Lender,  nor  any  affiliate,  officer,  director,  employee,
attorney,  or  agent  of  Lender,  shall have any liability with respect to, and
Borrower  hereby  waives,  releases, and agrees not to sue any of them upon, any
claim  for  any special, indirect, incidental, or consequential damages suffered
or  incurred  by  Borrower  in  connection  with,  arising out of, or in any way
related  to,  this  Mortgage  or  any of the other Loan Documents, or any of the
transactions  contemplated  by this Mortgage or any of the other Loan Documents,
other  than  the  gross  negligence  or willful misconduct of a Lender. Borrower
hereby  waives,  releases,  and  agrees  not  to  sue  Lender or any of Lender's
affiliates,  officers,  directors,  employees, attorneys, or agents for punitive
damages  in  respect  of any claim in connection with, arising out of, or in any
way  related to, this Mortgage or any of the other Loan Documents, or any of the
transactions  contemplated  by  this  Mortgage  or  any  of  the  transactions
contemplated  hereby except to the extent same is caused by the gross negligence
or  willful  misconduct  of  a  Lender.

33.     Notices.     Any  notice,  demand,  statement,  request  or consent
        -------
(collectively,  "Notice")  made  hereunder shall be in writing, addressed to the
                 ------
address, as set forth above, of the party to whom such notice is to be given, or
to such other address as Borrower or Lender, as the case may be, shall designate
in  writing;  provided, however, that, notwithstanding that Borrower may consist
of more than one person or entity with different addresses, Lender shall only be
required  to send one Notice to a single address (the "Central Address") for all
                                                       ---------------
entities  and/or  persons comprising Borrower, which address shall be designated
in  written  notice  to  Lender  by Borrower from time to time, and is initially
designated as Deer Valley Homebuilders, Inc., 205 Carriage Street, Guin, Alabama
35563,  as the Central Address. Any Notice shall be deemed to be received by the
addressee  on (i) the day such notice is personally delivered to such addressee,
(ii)  the  third  (3rd)  day following the day such notice is deposited with the
United  States  postal  service  first  class  certified  mail,  return  receipt
requested,  (iii) the day following the day on which such notice is delivered to
a  nationally  recognized  overnight  courier  delivery service, or (iv) the day
facsimile  transmission  is  confirmed  after  transmission  of  such  notice by
telecopy  to  such  telecopier number as Borrower or Lender, as the case may be,
shall  have  previously  designated  in  writing.

34.     Authority.  (a) Borrower has full power, authority and right to execute,
        ---------
deliver  and  perform  its  obligations  pursuant to this Mortgage, and to give,
grant,  bargain,  sell, alien,  convey, confirm, warrant, pledge, and assign the
Property  pursuant  to the terms hereof and to keep and observe all of the terms
of this Mortgage on Borrower's part to be performed; and (b) Borrower represents
and  warrants  that  Borrower  is  not  a "foreign person" within the meaning of
Section  1445(f)(3)  of  the  Internal  Revenue Code of 1986, as amended and the
related  Treasury  Department  regulations.

                                       33
<PAGE>

35.     Waiver  of Notice.  Borrower  shall  not  be  entitled to any notices of
        -----------------
any  nature whatsoever from Lender except with respect to matters for which this
Mortgage  specifically and expressly provides for the giving of notice by Lender
to  Borrower  and except with respect to matters for which Lender is required by
applicable law to give notice, and Borrower hereby expressly waives the right to
receive  any  notice  from  Lender  with  respect  to  any matter for which this
Mortgage does not specifically and expressly provide for the giving of notice by
Lender to Borrower. Specifically, but without limitation, Borrower hereby waives
to  the  maximum  extent  permitted  by applicable law; (a) notice of acceptance
hereof  and  of  any  action  taken  or  omitted  in  reliance  hereon,  and (b)
presentment  for  payment, demand of payment, protest or notice of nonpayment or
failure  to  perform  or  observe,  or  other  proof  or  notice  or  demand.

36.     Remedies  of Borrower. In the event that a claim or adjudication is made
        ---------------------
that  Lender  has  acted unreasonably or unreasonably delayed acting in any case
where  by  law  or under the Note, this Mortgage or the other Loan Documents, it
has  an obligation to act reasonably or promptly, Lender shall not be liable for
any  monetary  damages,  and  Borrower's remedies shall be limited to injunctive
relief  or  declaratory judgment. Notwithstanding the foregoing, in the event of
an  overpayment  by Borrower of amounts paid to Lender under the Loan Documents,
Borrower  shall  be  entitled  to  reimbursement  of  such  overpayments.

37.     Sole  Discretion  of  Lender.  Whenever pursuant to this Mortgage or the
        ----------------------------
other Loan Documents, Lender exercises any right given to it to consent, approve
or  disapprove,  or any arrangement or term is to be satisfactory to Lender, the
decision  of  Lender  to  consent,  approve  or  disapprove,  or  to decide that
arrangements  or terms are satisfactory or not satisfactory shall be in the sole
discretion  of  Lender  and  shall  be  final  and  conclusive, except as may be
otherwise  expressly  and specifically provided herein. Notwithstanding anything
to  the  contrary  contained  herein, it shall be understood and agreed that any
such  consent,  approval, or disapproval may be conditioned, among other things,
upon  Lender  obtaining  confirmation  by the Rating Agencies that the action or
other  matter  subject  to  Lender's consent, approval, or disapproval shall not
adversely  affect  the  rating  of  any  securities  issued  or  to be issued in
connection  with  any  Secondary  Market  Transaction, notwithstanding that such
condition  may  not be expressly set forth in the provision or provisions of the
Loan  Documents  which  require  that  Lender's  consent  be  obtained.

38.     Non-Waiver.  The  failure of Lender to insist upon strict performance of
        -----------
any term hereof shall not be deemed to be a waiver of any term of this Mortgage.
Borrower  shall not be relieved of Borrower's obligations hereunder by reason of
(a)  the  failure of Lender to comply with any request of Borrower or Guarantors
to  take  any  action to foreclose this Mortgage or otherwise enforce any of the
provisions  hereof  or  of  the  Note  or other Loan Documents, (b) the release,
regardless of consideration, of the whole or any part of the Property, or of any
person  liable  for  the  Debt  or  any portion thereof, or (c) any agreement or
stipulation  by  Lender  extending the time of payment or otherwise modifying or
supplementing the terms of the Note, this Mortgage, or the other Loan Documents.
Lender  may  resort  for  the  payment of the Debt to any other security held by
Lender  in such order and manner as Lender, in its discretion, may elect. Lender
may  take  action to recover the Debt, or any portion thereof, or to enforce any
covenant  hereof  without  prejudice  to  the  right  of  Lender  thereafter  to
foreclosure this Mortgage. The rights and remedies of Lender under this Mortgage
shall be separate, distinct and cumulative and none shall be given effect to the
exclusion  of  the others. No act of Lender shall be construed as an election to

                                       34
<PAGE>

proceed  under any one provision herein to the exclusion of any other provision.
Lender shall not be limited exclusively to the rights and remedies herein stated
but shall be entitled to every right and remedy now or hereafter afforded at law
or  in  equity.

39.     Liability.  All  covenants,  obligations  and  liabilities  of  Borrower
        ---------
hereunder  shall be the joint and several covenants, obligations and liabilities
of  each  Borrower  and  each entity making up Borrower. Any default by any such
entity  shall  be  deemed  a  default  by  all  such  entities and Borrower. The
obligations  contained  herein shall be read to apply to the individual entities
comprising  Borrower when the context so requires but a breach of any obligation
hereunder  shall be deemed a breach by all such entities and Borrower, entitling
Lender  to exercise all of its rights and remedies hereunder and under the other
Loan  Documents  and  under  applicable  law.  Subject  to the provisions hereof
requiring  Lender's consent to any transfer of the Property, this Mortgage shall
be  binding  upon  and  inure  to  the  benefit of Borrower and Lender and their
respective  successors  and  assigns  forever.

40.     Inapplicable Provisions.  If  any  term,  covenant  or condition of this
        -----------------------
Mortgage  is  held  to be invalid, illegal or unenforceable in any respect, this
Mortgage  shall  be  construed  without  such  provision.

41.     Headings,  Etc.  The  headings  and captions of various sections of this
        ---------------
Mortgage  are  for  convenience of reference only and are not to be construed as
defining  or limiting, in any way, the scope or intent of the provisions hereof.

42.     Counterparts.  This  Mortgage  may  be  executed  in  any  number  of
        ------------
counterparts  each  of  which shall be deemed to be an original but all of which
when  taken  together  shall  constitute  one  agreement.

43.     Definitions.  Unless  the context clearly indicates a contrary intent or
        -----------
unless  otherwise  specifically provided herein, words used in this Mortgage may
be used interchangeably in singular or plural form and the word "Borrower" shall
                                                                 --------
mean  "each  Borrower  and any subsequent owner or owners of the Property or any
part  thereof or any interest therein," the word "Lender" shall mean "Lender and
                                                  ------
any subsequent holder of the Note," the word "Debt" shall mean "the Note and any
                                              ----
other  evidence  of  indebtedness  secured  by this Mortgage," the word "person"
                                                                         ------
shall  include  an  individual,  corporation, partnership, trust, unincorporated
association,  government,  governmental authority, and any other entity, and the
words  "Property"  shall  include  any  portion of the Property and any interest
        --------
therein  and  the  words  "attorneys' fees" shall include any and all attorneys'
                           ---------------
fees,  paralegal  and law clerk fees, including, but not limited to, fees at the
pre-trial,  trial  and appellate levels incurred or paid by Lender in protecting
its  interest in the Property and Collateral and enforcing its rights hereunder.
Whenever  the  context  may  require, any pronouns used herein shall include the
corresponding  masculine,  feminine  or  neuter  forms, and the singular form of
nouns  and  pronouns  shall  include  the  plural  and  vice  versa.

44.     Homestead.  Borrower  hereby  waives  and  renounces  all  homestead and
        ---------
exemption  rights provided by the constitution and the laws of the United States
and  of any state, in and to the Premises as against the collection of the Debt,
or  any  part  hereof.

                                       35
<PAGE>

45.     Assignments.  Lender  shall  have  the  right  to assign or transfer its
        -----------
rights  under  this  Mortgage  and  the other Loan Documents without limitation,
including,  without  limitation, the right to assign or transfer its rights to a
servicing  agent.  Any  assignee  or  transferee  shall  be  entitled to all the
benefits  afforded  Lender  under  this  Mortgage  and the other Loan Documents.

46.     Survival  of  Obligations;  Survival  of Warranties and Representations.
        -----------------------------------------------------------------------
Each  and  all  of the covenants, obligations, representations and warranties of
Borrower  shall survive the execution and delivery of the Loan Documents and the
transfer  or  assignment  of  this  Mortgage (including, without limitation, any
transfer  of  the Mortgage by Lender of any of its rights, title and interest in
and  to  the  Property to any party, whether or not affiliated with Lender), and
shall  also survive the entry of a judgment of foreclosure, sale of the Property
by  non-judicial  foreclosure or deed in lieu of foreclosure and satisfaction of
the  Debt.

47.     Covenants  Running with the Land. All covenants, conditions, warranties,
        --------------------------------
representations  and  other obligations contained in this Mortgage and the other
Loan Documents are intended by Borrower and Lender to be, and shall be construed
as, covenants running with the Property until the lien of this Mortgage has been
fully  released  by  Lender.

48.     Governing  Law; Jurisdiction. THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS
        ----------------------------
SHALL  BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ALABAMA  (WITHOUT  REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION  OF  ANY  COURT  OF  COMPETENT JURISDICTION LOCATED IN THE STATE IN
WHICH  THE  PROPERTY  IS  LOCATED  IN  CONNECTION  WITH ANY PROCEEDING OUT OF OR
RELATING  TO  THIS  MORTGAGE.

49.     Time.  Time  is  of  the  essence  in  this  Mortgage and the other Loan
        ----
Documents.

50.     No  Third-Party  Beneficiaries.  The provisions of this Mortgage and the
        ------------------------------
other  Loan  Documents  are for the benefit of Borrower and Lender and shall not
inure to the benefit of any third party (other than any successor or assignee of
Lender).  This  Mortgage  and the other Loan Documents shall not be construed as
creating  any  rights,  claims  or causes of action against Lender or any of its
officers,  directors,  agents  or  employees  in  favor  of any party other than
Borrower including but not limited to any claims to any sums held in the Tax and
Insurance  Escrow  Fund  or  the  Replacement  Reserve  Fund.

51.     Relationship  of  Parties.  The  relationship  of Lender and Borrower is
        -------------------------
solely that of creditor and debtor, and Lender has no fiduciary or other special
relationship  with  Borrower,  and  no  term  or  condition  of  any of the Loan
Documents  shall  be  construed  to  be  other than that of debtor and creditor.
Borrower  represents and acknowledges that the Loan Documents do not provide for
any  shared  appreciation  rights  or  other  equity  participation  interest.

52.     Investigations.  Any  and all representations, warranties, covenants and
        --------------
agreements  made in this Mortgage (and/or in other Loan Documents) shall survive
any  investigation  or  inspection  made  by  or  on  behalf  of  Lender.

                                       36
<PAGE>

53.     Waiver  of Right to Trial by Jury. BORROWER AND LENDER AND EACH OF THEIR
        ---------------------------------
RESPECTIVE  PARTNERS,  MEMBERS,  MANAGERS  AND  SHAREHOLDERS,  IF  ANY (EACH FOR
HIMSELF  IF  MORE THAN ONE): (A) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY
WITH RESPECT TO ANY ISSUE ARISING UNDER THIS NOTE, THE MORTGAGE AND/OR ANY OTHER
LOAN  DOCUMENTS  TRIABLE  BY  A JURY, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
ARISING  IN  CONNECTION  THEREWITH INCLUDING, BUT NOT LIMITED TO, THOSE RELATING
TO(i)  ALLEGATIONS  THAT  A  PARTNERSHIP EXISTS BETWEEN LENDER AND BORROWER;(ii)
USURYOR  PENALTIES OR DAMAGES THEREFOR;(iii) ALLEGATIONS OF UNCONSCIONABLE ACTS,
DECEPTIVE TRADE PRACTICE, LACK OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL
REASONABLENESS,  OR  SPECIAL  RELATIONSHIPS  (SUCH  AS  FIDUCIARY,  TRUST  OR
CONFIDENTIAL  RELATIONSHIP);(iv)  ALLEGATIONS  OF  DOMINION, CONTROL, ALTER EGO,
INSTRUMENTALITY,  FRAUD, REAL ESTATE FRAUD, MISREPRESENTATION, DURESS, COERCION,
UNDUE  INFLUENCE,  INTERFERENCE  OR  NEGLIGENCE;(v)  ALLEGATIONS  OF  TORTIOUS
INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST;
OR(vi)  SLANDER, LIBEL OR DAMAGE TO REPUTATION; AND (B) WAIVE ANY RIGHT TO TRIAL
BY  JURY  TO  THE  EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS
WAIVER  OF  THE  RIGHT  TO  TRIAL  BY  JURY  IS  SEPARATELY GIVEN, KNOWINGLY AND
VOLUNTARILY  BY  AND  WITH  THE  OPPORTUNITY  TO HAVE BENEFIT OF COMPETENT LEGAL
COUNSEL, BY BORROWER AND LENDER AND EACH RESPECTIVE PARTNER, MEMBER, MANAGER AND
SHAREHOLDER,  IF ANY, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH
INSTANCE  AND  EACH  ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE
ACCRUE.  BORROWER AND EACH PARTNER, MEMBER, MANAGER AND SHAREHOLDER OF BORROWER,
IF ANY, HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LENDER (INCLUDING, BUT
NOT  LIMITED  TO,  LENDER'S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO
BORROWER OR ANY PARTNER, MEMBER, MANAGER OR SHAREHOLDER OF BORROWER, THAT LENDER
WILL  NOT  SEEK  TO  ENFORCE  THE  PROVISIONS  OF  THIS  SECTION.

54.     Expenses  and  Attorneys'  Fees.  Borrower  agrees  to  promptly pay all
        -------------------------------
reasonable  fees,  costs  and expenses incurred by Lender in connection with any
matters  contemplated by or arising out of this Mortgage and the Loan Documents,
including  the following, and all such fees, costs and expenses shall be part of
the  Debt, payable on demand: (i) reasonable fees, costs and expenses (including
reasonable attorneys' fees, and other professionals retained by Lender) incurred
in  connection  with  the  examination,  review,  due  diligence  investigation,
documentation  and  closing  of the financing arrangements evidenced by the Loan
Documents;  (ii)  reasonable  fees,  costs  and  expenses  (including reasonable
attorneys'  fees  and  other  professionals  retained  by  Lender)  incurred  in
connection  with  the  administration of the Loan Documents and the loan and any
amendments,  modifications  and  waivers  relating thereto; and (iii) reasonable
fees,  costs  and  expenses  (including  attorneys'  fees  and  fees  of  other
professionals  retained  by  Lender)  incurred  in  any  action  to enforce this
Mortgage  or  the  other Loan Documents or to collect, upon Default hereunder or
under  the  other  Loan  Documents,  any  payments  due from Borrower under this
Mortgage, the Note or any other Loan Document or incurred in connection with any
refinancing  or  restructuring  of  the  credit arrangements provided under this
Mortgage,  whether  in  the  nature  of  a  "workout"  or in connection with any
insolvency  or  bankruptcy  proceedings  or  otherwise.

                                       37
<PAGE>

55.     Amendments  and  Waivers.  Except  as  otherwise  provided  herein,  no
        ------------------------
amendment,  modification,  termination  or  waiver  of  any  provision  of  this
Mortgage,  the  Note  or  any  other  Loan Document, or consent to any departure
therefrom,  shall  in any event be effective unless the same shall be in writing
and  signed  by  Lender  and  any  other  party  to  be charged. Each amendment,
modification,  termination  or  waiver  shall  be effective only in the specific
instance  and  for  the specific purpose for which it was given. No notice to or
demand  on  Borrower  in any case shall entitle Borrower to any other or further
notice  or  demand  in  similar  or  other  circumstances.

56.     Sophisticated  Parties;  Reasonable Terms. Borrower represents, warrants
        -----------------------------------------
and  acknowledges  that  (i)  Borrower  is a sophisticated company familiar with
transactions  of this kind, and (ii) Borrower has entered into this Mortgage and
the other Loan Documents after conducting its own assessment of the alternatives
available  to  them  in the market, and after lengthy negotiations in which they
have  been  represented  by  legal  counsel  of  their  choice.  Borrower  also
acknowledges  and  agrees  that the rights of Lender under this Mortgage and the
other  Loan  Documents are reasonable and appropriate, taking into consideration
all  of the facts and circumstances including without limitation the quantity of
the  loan  secured by this Mortgage, the nature of the Deed of Property, and the
risks  incurred  by  Lender  in  this  transaction.

     Borrower  has  executed  this instrument as of the day and year first above
written.


                         BORROWER:
                         Deer Valley Homebuilders, Inc.,
                         An  Alabama  corporation


                         By: /s/ Joel Logan
                             -------------------------------
                             Joel  Logan,  President

                                (CORPORATE SEAL)

                                       38
<PAGE>

                                 ACKNOWLEDGMENTS

STATE  OF  ALABAMA     )
                       )
COUNTY  OF             )
          ------------

     BEFORE  ME,  a  Notary Public, in and for said County and State, personally
appeared Joel Logan, the President of Deer Valley Homebuilders, Inc., an Alabama
corporation,  who  acknowledged  that  he  did  sign the foregoing instrument on
behalf  of  said  corporation and that the same is the voluntary act and deed of
said  corporation.

     IN  TESTIMONY  WHEREOF,  I  have  hereunto set my hand and official seal at
            ,                this         day  of              ,  2006.
------------   ------------        -----           ------------


                              --------------------------------------
                              Notary  Public
(official  seal)

                                   My Commission expires:
                                                          --------------------


                                       39
<PAGE>

                                    EXHIBIT A
                                LEGAL DESCRIPTION