This instrument was prepared by
and after recording return to:

Janet A. Lindeman, Esq.
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois  60661-3693




SPACE ABOVE THIS LINE FOR

RECORDER'S USE.
                                                  Loan No. 96-062

      MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT

      THIS  MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY  AGREEMENT
("Mortgage")  is made as of the 20th day of March, 1996,  between
THE COSMOPOLITAN AT MEARS PARK, LLC , a limited liability company
organized and existing under the laws of Delaware, whose  address
is   Batterymarch   Park   II,   Quincy,   Massachusetts,   01269
("Borrower"), and HELLER FINANCIAL, INC., a corporation organized
and  existing  under the laws of Delaware, whose address  is  500
West  Monroe Street, 15th Floor, Chicago, Illinois  60661 (HELLER
FINANCIAL,  INC.  and its successors and assigns are  hereinafter
referred to as "Lender").

                            RECITALS

      A.    Borrower  has  executed and  delivered  to  Lender  a
Promissory  Note Secured by Mortgage dated of even date  herewith
in  the  principal  amount of Seven Million  and  no/100  Dollars
($7,000,000.00)  (which note, together with all notes  issued  in
substitution or exchange therefor and/or as any of the  foregoing
may  be  amended, modified or supplemented from time to time,  is
hereinafter  referred  to as the "Note"), providing  for  monthly
installments of principal and interest, with the balance thereof,
if  not  sooner  due or paid as set forth in the  Note,  due  and
payable  on  March __, 2003 (said date, or any  earlier  date  on
which  the  entire  unpaid  principal amount  shall  be  paid  or
required to be paid in full,  whether by prepayment, acceleration
or otherwise, is herein called the "Maturity Date");

      B.    Lender wishes to secure (i) the prompt payment of the
Note,  together with all interest thereon in accordance with  the
terms  of  the  Note,  as  well as  the  prompt  payment  of  any
additional  indebtedness accruing to Lender  on  account  of  any
future payments, advances or expenditures made by Lender pursuant
to the Note or this Mortgage or any other agreement, document, or
instrument securing the payment of the indebtedness evidenced  by
the  Note  (the  Note,  this Mortgage, and  any  other  documents
evidencing or securing the indebtedness evidenced by the Note  or
executed  in connection therewith, and any modification, renewal,
extension  thereof, are hereinafter collectively referred  to  as
the  "Loan Documents"), and (ii) the prompt performance  of  each
and  every  covenant, condition, and agreement now  or  hereafter
arising  contained  in  the Loan Documents  of  Borrower  or  any
"Principal" (as defined in the Note).  All payment obligations of
Borrower  or any Principal are hereinafter sometimes collectively
referred  to  as the "Indebtedness" and all other obligations  of
Borrower  or any Principal are hereinafter sometimes collectively
referred to as the "Obligations".

      NOW,  THEREFORE, TO SECURE TO LENDER the repayment  of  the
Indebtedness and the performance of the Obligations, Borrower has
executed this Mortgage and does hereby mortgage,  convey, assign,
warrant, transfer, pledge and grant a security interest in and to
Lender  the following described property and all proceeds thereof
(which property is hereinafter sometimes collectively referred to
as the "Property"):

          A.   The real estate described on Exhibit A hereto (the
     "Land");

          B.   All improvements of every nature whatsoever now or
     hereafter  situated on the Land and owned by  Borrower  (the
     "Improvements"),  and  all machinery, equipment,  mechanical
     systems  and other personal property now or hereafter  owned
     by Borrower and used in connection with the operation of the
     Improvements;

           C.    All easements and appurtenances now or hereafter
     in  any way relating to the Land or Improvements or any part
     thereof;

           D.    All  agreements affecting the use, enjoyment  or
     occupancy  of the Land and/or Improvements now or  hereafter
     entered into (the "Leases") and the immediate and continuing
     right  to  collect  all rents, income, receipts,  royalties,
     profits,  issues,  service reimbursements, reasonable  fees,
     accounts receivables, revenues and prepayments of any of the
     same  from  or related to the Land and/or Improvements  from
     time  to time accruing under the Leases and/or the operation
     of  the Land and/or Improvements (the "Rents"), reserving to
     Borrower,  however,  so  long  as  no  "Event  of   Default"
     (hereinafter  defined) has occurred hereunder,  a  revocable
     license  to  receive and apply the Rents in accordance  with
     the terms and conditions of Paragraph 13 of this Mortgage;

            E.     All   claims,  demands,  judgments,  insurance
     proceeds,  awards of damages and settlements hereafter  made
     resulting   from   the  taking  of  the  Land   and/or   the
     Improvements or any part thereof under the power of  eminent
     domain, or for any damage (whether caused by such taking, by
     casualty  or  otherwise) to the Land or the Improvements  or
     any part thereof;

           F.    To  the extent assignable, all now or  hereafter
     existing management contracts and all permits, certificates,
     licenses,   approvals,  entitlements   and   authorizations,
     however  characterized, issued or in any way  furnished  for
     the  acquisition, construction, operation  and  use  of  the
     Land,   Improvements   and/or  Leases,  including   building
     permits,  environmental certificates, licenses, certificates
     of operation, warranties and guaranties;

          G.   All of Borrower's rights in and to all trademarks,
     tradenames, assumed names, and other rights and interests in
     and  to  the  names and marks used by Borrower in connection
     with  the Land or Improvements, including all rights in  the
     name Cosmopolitan at Mears Park; and

           H.   Any monies on deposit with or for the benefit  of
     Lender,  including deposits for the payment of  real  estate
     taxes.

      TO  HAVE  AND  TO HOLD the Property and all parts  thereof,
together  with  the rents, issues, profits and proceeds  thereof,
unto  Lender  to  its  own  proper use,  benefit,  and  advantage
forever,   subject,  however,  to  the  terms,   covenants,   and
conditions herein.

      At  no time shall the principal amount of the Indebtedness,
not including sums advanced in accordance herewith to protect the
security  of this Mortgage, exceed two hundred percent (200%)  of
the original amount of the Note.

     Borrower covenants and agrees with Lender as follows:

1.   Payment of Indebtedness; Performance of Obligations.

      Borrower  shall promptly pay when due the Indebtedness  and
shall promptly perform all Obligations.

2.   Taxes and Other Obligations.

      Borrower  shall  pay,  when due, and before  any  interest,
collection reasonable fees or penalties shall accrue, all  taxes,
assessments,   fines,   impositions   and   other   charges   and
obligations, including charges and obligations for any present or
future  repairs or improvements made on the Property, or for  any
other  goods or services or utilities furnished to the  Property,
which  may become a lien on or charge against the Property  prior
to  this  Mortgage,  subject, however,  to  Borrower's  right  to
contest  such  lien  or  charge  upon  the  posting  of  security
reasonably  satisfactory to Lender so long as such contest  stays
the  enforcement  or collection of such lien or  charge.   Should
Borrower  fail to make such payments, Lender may, at  its  option
and  at  the  expense of Borrower, pay the amounts  due  for  the
account of Borrower.  Upon the request of Lender, Borrower  shall
immediately  furnish to Lender all notices  of  amounts  due  and
receipts  evidencing  payment.  Borrower  shall  promptly  notify
Lender  of any lien on all or any part of the Property and  shall
promptly discharge any unpermitted lien or encumbrance.

3.   Reserves for Taxes.

     Borrower shall pay to Lender, at the time of and in addition
to  the  monthly  installments of principal and/or  interest  due
under  the Note, a sum equal to one-twelfth (1/12) of the  amount
estimated by Lender to be sufficient to enable Lender to  pay  at
least  thirty  (30) days before they become due and payable,  all
taxes,  assessments and other similar charges levied against  the
Property.   So  long  as  no Event of Default  exists  hereunder,
Lender  shall apply the sums to pay such tax items.   These  sums
may  be  commingled with the general funds of Lender,  and  these
sums  shall not be deemed to be held in trust for the benefit  of
Borrower.   These sums shall be deposited in an interest  bearing
account  for the benefit of Borrower.  If such amount on  deposit
with Lender is insufficient to fully pay such tax items, Borrower
shall,  within  ten (10) days following notice at any  time  from
Lender,  deposit such additional sum as may be required  for  the
full  payment  of  such tax items.  Upon the Maturity  Date,  the
moneys  then remaining on deposit with Lender or its agent shall,
at  Lender's  option, be applied against the  Indebtedness.   The
obligation  of Borrower to pay such tax items is not affected  or
modified by the provisions of this paragraph.

4.   Use of Property.

     Unless required by applicable law, Borrower shall not permit
changes  in  the  use of any part of the Property  from  the  use
existing  at  the  time  this Mortgage was  executed,  which  use
Borrower  represents and warrants is limited to rental apartments
and related uses.  Borrower shall not initiate or acquiesce in  a
change  in  the  zoning  classification of the  Property  without
Lender's prior written consent.

5.   Insurance and Condemnation.

      Borrower  shall  keep the Improvements insured,  and  shall
maintain  general  liability coverage and  such  other  coverages
requested by Lender, by carrier(s), in amounts and in form at all
times satisfactory to Lender, which carrier(s), amounts and  form
shall not be changed without the prior written consent of Lender.
All  such  policies  of  insurance shall be  issued  by  insurers
qualified  under  the  laws of the state in  which  the  Land  is
located,  duly  authorized and licensed to transact  business  in
such  state  and reflecting a General Policy Rating  of  A-:V  or
better in Best's Key Rating Guide.

      In  case  of  loss  or damage by fire  or  other  casualty,
Borrower  shall  give  immediate written notice  thereof  to  the
insurance  carrier(s) and to Lender.  Lender  is  authorized  and
empowered to make or file proofs of loss or damage (in each  case
only  so long as such loss or damages is equal to or greater than
$50,000)  and  to  settle and adjust any  claim  under  insurance
policies  which insure against such risks, or to direct Borrower,
in  writing, to agree with the insurance carrier(s) on the amount
to be paid in regard to such loss.

      Borrower  shall immediately notify Lender of any action  or
proceeding relating to any condemnation or other taking,  whether
direct  or  indirect,  of  the Property,  or  part  thereof,  and
Borrower  shall  appear  in  and prosecute  any  such  action  or
proceeding  unless  otherwise  directed  by  Lender  in  writing.
Borrower  authorizes Lender, at Lender's option, as  attorney-in-
fact  for  Borrower,  to commence, appear in  and  prosecute,  in
Lender's or Borrower's name, any action or proceeding relating to
any  condemnation or other taking of the Property, whether direct
or  indirect, and to settle or compromise any claim in connection
with  such condemnation or other taking, provided such  claim  is
for an amount equal to or greater than $50,000.  The proceeds  of
any award, payment or claim for damages, direct or consequential,
in  connection  with  any condemnation or other  taking,  whether
direct  or  indirect, of the Property, or part  thereof,  or  for
conveyances in lieu of condemnation, are hereby assigned  to  and
shall  be  paid to Lender as further security for the payment  of
the Indebtedness and performance of the Obligations.

      Provided no Event of Default then exists hereunder, the net
insurance proceeds and net proceeds of any condemnation award (in
each  case after deduction only of Lender's reasonable costs  and
expenses, if any, in collecting the same) shall be made available
for  the restoration or repair of the Property if (a) restoration
or  repair  and  the  continued  operation  of  the  Property  is
economically feasible, (b) the value of Lender's security is  not
reduced,  (c) the loss or condemnation, as applicable,  does  not
occur  in  the six (6) month period preceding the stated Maturity
Date   (in  which event Borrower shall be under no obligation  to
restore  or repair the Property), and (d) Borrower deposits  with
Lender  an amount, in cash, which Lender, in its sole discretion,
determines  is  necessary,  in  addition  to  the  net  insurance
proceeds   or  net  proceeds  of  any  condemnation   award,   as
applicable, to pay in full the cost of the restoration or  repair
(Borrower's  deposit shall be disbursed prior to any disbursement
of  insurance  proceeds held by Lender).    Any  excess  proceeds
remaining  after completion of such repair shall  be  distributed
first to Borrower to the extent Borrower has deposited funds with
Lender  for  such  repair with the balance  applied  against  the
Indebtedness.   Notwithstanding the  foregoing,  it  shall  be  a
condition  precedent  to any disbursement of  insurance  proceeds
held by Lender hereunder that Lender shall have approved (x)  all
plans  and specifications for any proposed repair or restoration,
(y) the construction schedule and (z) the architect's and general
contractor's  contract  for all restoration  that  exceeds  Fifty
Thousand  and  no/100  Dollars  ($50,000.00)  in  the  aggregate.
Lender   may  establish  other  conditions  it  deems  reasonably
necessary  to assure the work is fully completed in  a  good  and
workmanlike manner free of all liens or claims by reason thereof.
Borrower's deposits made pursuant to this paragraph shall be used
before  the  net  insurance  proceeds  or  net  proceeds  of  any
condemnation  award,  as  applicable,  for  such  restoration  or
repair.   If  the net insurance proceeds or net proceeds  of  any
condemnation  award,  as  applicable,  are  made  available   for
restoration  or repair, such work shall be completed by  Borrower
in  an  expeditious and diligent fashion, and in compliance  with
all  applicable laws, rules and regulations.  At Lender's option,
the  net  insurance proceeds or net proceeds of any  condemnation
award,   as  applicable,  shall  be  disbursed  pursuant   to   a
construction escrow acceptable to Lender.  If following the final
payments  for the completion of such restoration or repair  there
are   any  net  insurance  proceeds  or  net  proceeds   of   any
condemnation award, as applicable, remaining, such proceeds shall
be  paid  (i) to Borrower to the extent Borrower was required  to
make a deposit pursuant to this paragraph, (ii) then to Lender to
be  applied  to the Indebtedness, whether or not due and  payable
until  paid in full, and (iii) then to Borrower.  If an Event  of
Default  then  exists,  or  any of the conditions  set  forth  in
subparagraphs (a) through (d) of this Paragraph 5 have  not  been
met  or satisfied, the net insurance proceeds or net proceeds  of
any  condemnation award, as applicable, shall be applied  to  the
Indebtedness,  whether or not due and payable,  with  any  excess
paid to Borrower.

6.   Preservation and Maintenance of Property.

      Borrower (a) shall not commit waste or permit impairment or
deterioration  of  the  Property;  (b)  shall  not  abandon   the
Property; (c) shall keep the Property in good repair and  restore
or  repair promptly, in a good and workmanlike manner, all or any
part of the Property to the equivalent of its original condition,
ordinary  wear  and  tear excepted, or such  other  condition  as
Lender  may approve in writing, upon any damage or loss  thereto,
if net insurance proceeds are made available to cover in whole or
in part the costs of such restoration or repair; (d) shall comply
with  all laws, ordinances, regulations and requirements  of  any
governmental  body applicable to the Property; (e) shall  provide
for  management  of the Property by Borrower or  by  a   property
manager satisfactory to Lender pursuant to a contract in form and
substance  satisfactory  to Lender;  (f)  shall  give  notice  in
writing  to  Lender  of  any action or proceeding  purporting  to
affect  the Property, the security granted by the Loan  Documents
or  the  rights or powers of Lender to the extent such action  or
proceeding  could potentially expose Borrower, Principal  or  the
Property  to  liability  in excess of  $35,000;  and  (g)  unless
otherwise  directed in writing by Lender, appear and  defend  any
action  or  proceeding  purporting to affect  the  Property,  the
security granted by the Loan Documents or the rights or powers of
Lender.   Neither Borrower nor any tenant or other  person  shall
remove,  demolish  or  alter  any  Improvement  or  any  fixture,
equipment, machinery or appliance in or on the Land and owned  or
leased  by  Borrower except when incident to the  replacement  of
fixtures, equipment, machinery and appliances with items of  like
kind.

7.   Protection of Lender's Security; Leases.

      If  Borrower fails to pay the Indebtedness or  perform  the
Obligations,  or  if any action or proceeding is commenced  which
affects  the Property or Lender's interest therein in  excess  of
$35,000,   then  Lender,  at  Lender's  option,  may  make   such
appearances,  disburse such sums and take such action  as  Lender
deems  necessary, in its sole discretion, to protect the Property
or  Lender's interest therein, including entry upon the  Property
to  make  repairs and perform   environmental tests and  studies.
Any  amounts  disbursed by Lender pursuant to  this  Paragraph  7
(including attorneys' costs and expenses), with interest  thereon
at  the  "Default Rate" (defined in the Note) from  the  date  of
disbursement,  shall become additional Indebtedness  of  Borrower
secured  by  the Loan Documents and shall be due and  payable  on
demand.   Nothing  contained in this Paragraph  7  shall  require
Lender to incur any expense or take any action hereunder.

      Except  in  the  ordinary course of its business,  Borrower
shall  not,  without  Lender's prior  written  consent,  execute,
modify,  amend, surrender or terminate any Lease.  All Leases  of
space  in  the Property shall be on the form of lease  previously
approved  by  Lender  with tenants and for a  use  acceptable  to
Lender.   All Leases of space in the Property executed or renewed
after  the  date hereof must be approved by Lender prior  to  the
execution  thereof by Borrower.  Borrower shall not be authorized
to  enter  into any ground lease of the Property without Lender's
prior  written approval.  If Lender consents to any new Lease  of
space  in  the Property or the renewal of any existing  Lease  of
space  in the Property, at Lender's request, Borrower shall cause
the  tenant  thereunder to execute a subordination and attornment
agreement   in   form  and  substance  satisfactory   to   Lender
contemporaneously with the execution of such Lease.

8.   Inspection.

      Lender  and its authorized agents may make or cause  to  be
made  reasonable  entries upon and inspections of  the  Property,
including  for  performing  any  environmental  inspections   and
testing  of  the  Property, and inspections of Borrower's  books,
records,  and  contracts at all reasonable times upon  reasonable
advance notice, which notice may be given in writing or orally.

9.   Books and Records.

      Borrower shall keep and maintain at all times at Borrower's
address  stated above, or such other place as Lender may  approve
in  writing, complete and accurate books of accounts and  records
adequate to reflect correctly the results of the operation of the
Property  and copies of all written contracts,  Leases and  other
instruments affecting the Property.

10.  Financial Statements.

      Borrower  shall  furnish to Lender, within forty-five  (45)
days after the end of each fiscal quarter of the operation of the
business of Borrower and at any other time upon Lender's request,
a  balance  sheet,  a  statement of income and  expenses  of  the
Property  and a statement of changes in financial position,  each
in  reasonable  detail  and certified as  true  and  complete  by
Borrower  or  its  general  partner or chief  financial  officer.
Borrower  shall  also  furnish to Lender, and  shall  cause  each
Principal to furnish to Lender, within sixty (60) days after  the
end  of  each  fiscal  year of Borrower in preliminary  form  and
within  ninety  (90) days after the end of each  fiscal  year  of
Borrower  in final form, a balance sheet, a statement  of  income
and  expenses  and a statement of cash flows, each in  reasonable
detail  and  certified as true and complete by  Borrower  or  its
general partner or chief financial officer and each Principal, as
the  case  may  be.   Borrower shall furnish, together  with  the
foregoing  quarterly financial statements and at any  other  time
upon Lender's request if Lender determines that the value of  its
collateral  has  diminished, a rent schedule  for  the  Property,
certified as true and complete by Borrower, showing the  name  of
each  tenant, and for each tenant, the space occupied, the  lease
expiration date, the rent payable, the rent paid to date, and the
security  deposit being held for such tenant.  If Borrower  fails
to  timely  furnish Lender with any of the financial  information
and  reports set forth in this paragraph within the required time
periods,  Lender  shall  have  the  right,  acting  in  its  sole
discretion, to hire a certified public accounting firm acceptable
to  Lender, to prepare such financial information and reports, on
an audited basis.  The costs and expenses of such accounting firm
shall  be  paid by Borrower on demand and, to the extent advanced
by Lender become, with interest thereon from the date advanced by
Lender  at the Default Rate, additional Indebtedness of  Borrower
secured  by the Loan Documents.  Additionally, if Borrower  fails
to  timely  furnish Lender with any of the financial  information
and  reports set forth in this paragraph within the required time
periods, Lender shall be entitled to receive a late charge  equal
to  $500  for  each financial information and/or  report  not  so
furnished to Lender (the "Financial Late Charge").  The Financial
Late Charge shall be due and payable by Borrower immediately upon
receipt  by  Borrower of an invoice for same from Lender.   Until
paid,  the  Financial  Late Charge shall  bear  interest  at  the
Default  Rate,  and  shall be deemed additional  Indebtedness  of
Borrower secured by the Loan Documents.

11.  Hazardous Materials.

      Borrower  covenants and agrees that it (a) shall  not  use,
generate,  store, or allow to be generated, stored or  used,  any
"Hazardous  Materials"  (hereinafter defined)  on  the  Property,
except  in  the  ordinary course of Borrower's  business  and  in
accordance  with all "Environmental Laws" (hereinafter  defined),
(b)  shall  at all times maintain the Property in full compliance
with   all   applicable  Environmental  Laws,  including   timely
remediating  the  Property if and when required,  and  (c)  shall
cause  compliance by all tenants and sub-tenants on the  Property
with  Borrower's  covenants  and  agreements  contained  in  this
Paragraph 11.

      Borrower shall promptly notify Lender in writing of (i) any
investigation, claim or other proceeding by any party  caused  or
threatened  in  connection with any Hazardous  Materials  on  the
Property,  or the failure or alleged failure of the  Property  to
comply with any applicable Environmental Laws, or (ii) Borrower's
discovery of any condition on or in the vicinity of the  Property
that  could  cause the Property to fail to comply with applicable
Environmental Laws.

      The  term  "Environmental Laws" shall include any  federal,
state or local laws or regulations relating to health, safety  or
protection  of  the environment.  The term "Hazardous  Materials"
shall   include   Hazardous  Substances,  as   defined   by   the
Comprehensive Environmental Response, Compensation and  Liability
Act,  42 U.S.C. 9601 et seq., any petroleum or petroleum products
(excluding  a  small  quantity  of  gasoline  and  oil  used   in
maintenance  equipment  on the Property),  asbestos  or  asbestos
containing material, or any other hazardous substances, hazardous
wastes  or  hazardous materials as defined by other Environmental
Laws.

12.  Representations and Covenants.

           (a)   If Borrower is a corporation, it represents that
     it  is  a  corporation duly organized, existing and in  good
     standing under the laws of its state of incorporation,  that
     it  is duly qualified and in good standing under the laws of
     the  state where the Land is located, and that the execution
     and  delivery  of the Loan Documents and the performance  of
     the  obligations thereunder are within Borrower's  corporate
     powers, have been duly authorized by all necessary action of
     its  board of directors, and do not contravene the terms  of
     its articles of incorporation or by-laws.

          (b)  If Borrower is a general or limited partnership or
     a  limited liability company, it represents that it is  duly
     formed,  organized  and  existing  in  the  state   of   its
     formation,  that  it is qualified to do business  under  the
     laws  of  the state where the Land is located, and that  the
     execution  and  delivery  of  the  Loan  Documents  and  the
     performance  of the obligations thereunder do  not  conflict
     with  any  provision of Borrower's partnership agreement  or
     operating   agreement,   as  applicable,   and   all   other
     certificates  and  agreements governing Borrower,  and  have
     been duly authorized by all necessary action of its partners
     or members.

           (c)   Borrower  represents that (i) the execution  and
     delivery  of  the  Loan  Documents,  the  payment   of   the
     Indebtedness, and the performance of the Obligations do  not
     violate  any  law  or conflict with any agreement  by  which
     Borrower  is bound, or any court order by which Borrower  is
     bound,  (ii)  no  consent or approval  of  any  governmental
     authority  or any third party is required for the  execution
     or  delivery  of  the  Loan Documents, the  payment  of  the
     Indebtedness,  and the performance of the  Obligations,  and
     (iii)  the  Loan Documents are valid and binding agreements,
     enforceable in accordance with their terms.

          (d)  Borrower represents it is lawfully seized with fee
     simple title in the estate hereby conveyed, has the right to
     mortgage,  grant, convey, assign and grant a first  security
     interest in the Property; the Property is unencumbered,  and
     Borrower  will  warrant  and defend title  to  the  Property
     against  all  claims and demands, subject to  easements  and
     restrictions listed in a schedule of exceptions to  coverage
     in  the  title insurance policy accepted by Lender  insuring
     Lender's interest in the Property.

           (e)   Borrower represents and covenants that  (i)  all
     material  permits,  approvals, and  certificates,  including
     certificates  of completion and occupancy permits,  required
     by  law  or regulation have been obtained and are and  shall
     remain  in  full  force and effect; and  (ii)  the  use  and
     occupancy of the Land and all improvements thereon  are  and
     shall remain in compliance with all laws.

           (f)   Borrower represents that all of the improvements
     on the Land lie wholly within the boundaries of and building
     line  restrictions relating to the Land and no  improvements
     located on adjoining lands encroach upon the Land so  as  to
     effect  the  value or marketability of the Property,  except
     those  which  are  insured against by  the  title  insurance
     policy accepted by Lender insuring Lender's interest in  the
     Property.

           (g)   None  of Borrower, any Principal, or  any  other
     holder  of a direct or indirect legal or beneficial interest
     in  Borrower is or will be, held, directly or indirectly, by
     a  "foreign  corporation," "foreign  partnership,"  "foreign
     trust," "foreign estate," "foreign person," "affiliate" of a
     "foreign  person"  or a "United States  intermediary"  of  a
     "foreign person" within the meaning of IRC Sections 897  and
     1445,  the Foreign Investments in Real Property Tax  Act  of
     1980,  the  International Foreign Investment Survey  Act  of
     1976, the Agricultural Foreign Investment Disclosure Act  of
     1978,  the regulations promulgated pursuant to such acts  or
     any amendments to such acts.

           (h)   None  of Borrower or any Principal is insolvent,
     and there has been no (i) assignment made for the benefit of
     the creditors of any of them, (ii) appointment of a receiver
     for  any  of them or for the properties of any of  them,  or
     (iii)   any   bankruptcy,  reorganization,  or   liquidation
     proceeding instituted by or against any of them.

           (i)  There has been no material adverse change in  the
     representations made or information heretofore  supplied  by
     or on behalf of Borrower or any Principal in connection with
     the Loan as to Borrower, any Principal, or the Property.

           (j)  Except as listed on Exhibit B hereto, there is no
     litigation, arbitration, or other proceeding or governmental
     investigation   pending   or,   to   Borrower's   knowledge,
     threatened  against or relating to Borrower, any  Principal,
     or the Property.

          (k)  The proceeds evidenced by the Note will be used by
     Borrower solely and exclusively for proper business purposes
     and  will  not  be  used  for the purchase  or  carrying  of
     registered   equity  securities  within  the   purview   and
     operation of any regulation issued by the Board of Governors
     of  the  Federal  Reserve  System  or  for  the  purpose  of
     releasing  or retiring any indebtedness which was originally
     incurred for any such purpose.

           (l)  Borrower represents and covenants that all Leases
     of  space in the Property existing as of the date hereof are
     in writing.

13.   Leases  of  the  Property/Absolute Assignment,  License  to
Receive and Apply Rents.

       The  parties intend that this Mortgage grants  a  present,
absolute,  and unconditional assignment of the Rents  and  shall,
immediately upon execution, give Lender the right to collect  the
Rents and to apply them in payment of the principal, interest and
all other sums payable under the Loan Documents.  Such assignment
and grant shall continue in effect until the Indebtedness is paid
in  full and all Obligations are fully satisfied.  Subject to the
provisions  set forth herein and provided there is  no  Event  of
Default, Lender grants to Borrower a revocable license to enforce
the  Leases and collect the Rents as they become due and Borrower
shall hold the same, in trust, to be applied first to the payment
of  all impositions, levies, taxes, assessments and other charges
upon  the  Property, second to maintenance of insurance  policies
upon  the  Property  required hereby, third to  the  expenses  of
Property  operations, including maintenance and repairs  required
hereby, fourth to the payment of that portion of the Indebtedness
then  due and payable, and fifth, the balance, if any, to  or  as
directed  by  Borrower.   Borrower shall deliver  such  Rents  to
Lender  as  are necessary for the payment of principal,  interest
and  other  sums payable under the Loan Documents  as  such  sums
become due.

       Borrower   shall   comply  with  and  observe   Borrower's
obligations  as  landlord under all Leases.   Borrower  will  not
lease  any portion of the Property for non-residential use except
with  the prior written approval of Lender. Borrower, at Lender's
request, shall furnish Lender with executed copies of all Leases,
and all Leases and amendments thereto hereafter entered into will
be  on  a  form  of  Lease previously approved  by  Lender.   All
renewals  of  Leases and all proposed Leases  for  space  in  the
Property  shall  provide for rental rates comparable to  existing
local  market rates and shall be arms-length transactions.    All
Leases  other than for space in the Property shall be  terminable
on  not  less  than sixty (60) days' notice, unless  approved  in
writing by Lender prior to Borrower's execution thereof.

      This Mortgage shall not be deemed to impose upon Lender any
of the obligations or duties of the landlord or Borrower provided
in   any   Lease.   Borrower  hereby  acknowledges  and   agrees:
(i)  Borrower is and will remain liable under the Leases  to  the
same  extent  as  though this Mortgage had  not  been  made;  and
(ii)  Lender  has  not  by  this  Mortgage  assumed  any  of  the
obligations  of  Borrower under the Leases,  except  as  to  such
obligations  which  arise after such time as  Lender  shall  have
assumed full ownership or control of the Property.  This Mortgage
shall   not  make  Lender  responsible  for  the  control,  care,
management, or repair of the Property or any personal property or
for  the carrying out of any of the terms of the Leases.   Lender
shall not be liable in any way for any injury or damage to person
or  property  sustained  by  any  person  or  persons,  firm,  or
corporation in or about the Property.

14.  Estoppel Certificate.

     Borrower shall, within ten (10) days after Lender's request,
furnish  Lender  with  a  written statement,  duly  acknowledged,
setting  forth  the  sums secured by the Loan Documents  and  any
right  of  set-off,  counterclaim or other defense  which  exists
against such sums and the Obligations.

15.   Transfers  of  the  Property  or  Beneficial  Interest   in
Borrower; Assumption.

      Sale or transfer of any of the following are prohibited (i)
all or any part of the Property, or any interest therein, or (ii)
more than forty-nine percent (49%) of the beneficial interests of
each  member  in  Borrower.  Upon any  such  prohibited  sale  or
transfer  or  if Patrick Carney fails to continue to control  the
Borrower's  business or ceases to be engaged by Borrower  and  in
charge of the day to day operations of Borrower, then Lender may,
at  Lender's  option,  declare all  of  the  Indebtedness  to  be
immediately  due and payable, and Lender may invoke any  remedies
permitted  by the Loan Documents.  Notwithstanding the  preceding
sentences, once during the term of the Note a sale or transfer of
the  Property  or  of  an interest restricted  by  the  preceding
sentences    shall    be   permitted   when   the    transferee's
creditworthiness  and  management  ability  are  satisfactory  to
Lender in its sole and absolute discretion and the transferee has
executed,  prior  to  the sale or transfer, a written  assumption
agreement  containing such terms as Lender may require, including
the  payment  of  an  assumption fee of  1%  of  the  outstanding
principal  balance  of  the Note at the time  of  such  transfer.
Additionally, if the transfer of beneficial interest in or change
in  control of Borrower prohibited by the foregoing results  from
the  death  of  a  Principal  who is an  individual  and  if  the
transferee or subsequently controlling party, as applicable,  has
the   creditworthiness   and   management   ability   which   are
satisfactory to Lender in its sole and absolute discretion,  such
transfer  or  change  in  control shall  be  permitted  upon  the
execution of a written assumption agreement containing such terms
as Lender may require.

16.  No Additional Liens.

      Borrower  covenants not to execute any  mortgage,  security
agreement,  assignment  of leases and rents  or  other  agreement
granting  a lien (except the liens granted to Lender by the  Loan
Documents) or, except as set forth in Paragraph 2 above, take  or
fail  to  take  any  other action which would result  in  a  lien
against  the  interest  of Borrower in the Property  without  the
prior written consent of Lender.

17.  Single Asset Entity.

      Borrower shall not hold or acquire, directly or indirectly,
any  ownership  interest  (legal or equitable)  in  any  real  or
personal   property  other  than  the  Property,  or   become   a
shareholder of or member or partner in any entity which  acquires
or holds any property other than the Property, until such time as
the  Indebtedness has been fully repaid and all  Obligations  are
satisfied.

18.  Borrower and Lien Not Released.

      Without  affecting the liability of Borrower or  any  other
person  liable for the payment of the Indebtedness,  and  without
affecting the lien or charge of this Mortgage as security for the
payment  of the Indebtedness, Lender may, from time to  time  and
without  notice to any junior lien holder or holder of any  right
or other interest in and to the Property:  (a) release any person
so  liable, (b) waive or modify any provision of this Mortgage or
the  other Loan Documents or grant other indulgences, (c) release
all or any part of the Property, (d) take additional security for
any  obligation  herein mentioned, (e) subordinate  the  lien  or
charge  of  this  Mortgage, (f) consent to the  granting  of  any
easement, or (g) consent to any map or plan of the Property.

19.  Uniform Commercial Code Security Agreement.

     This Mortgage shall constitute a security agreement pursuant
to  the  Uniform  Commercial Code for any of the items  specified
herein  as part of the Property which, under applicable law,  may
be  subject  to  a  security interest  pursuant  to  the  Uniform
Commercial  Code,  and Borrower hereby grants Lender  a  security
interest in said items.  Any reproduction of this Mortgage or  of
any  other  security  agreement or financing statement  shall  be
sufficient  as  a  financing statement.   In  addition,  Borrower
agrees to execute and deliver to Lender any financing statements,
as  well  as  extensions,  renewals and amendments  thereof,  and
reproductions of this Mortgage in such form as Lender may require
to  perfect  a  security  interest with respect  to  said  items.
Borrower  shall pay all costs of filing such financing statements
and  any  extensions, renewals, amendments and releases  thereof,
and  shall  pay all reasonable costs and expenses of  any  record
searches  for financing statements Lender may reasonably require.
Lender  shall  have  the remedies of a secured  party  under  the
Uniform Commercial Code.

20.  Events of Default; Acceleration of Indebtedness; Remedies.

      The  occurrence of any one or more of the following  events
shall constitute an "Event of Default" under this Mortgage:

           (a)   failure of Borrower to pay, within ten (10) days
     of  the  due  date, any of the Indebtedness,  including  any
     payment due under the Note; or

           (b)   failure  of  Borrower to  strictly  comply  with
     Paragraphs 11, 15, 16 and 17 of this Mortgage; or

           (c)   a petition under any Chapter of Title 11 of  the
     United States Code or any similar law or regulation is filed
     by  or against Borrower or any Principal (and in the case of
     an  involuntary petition in bankruptcy, such petition is not
     discharged  within  sixty (60) days of  its  filing),  or  a
     custodian,  receiver or trustee for any of the  Property  is
     appointed,  or Borrower or any Principal makes an assignment
     for  the  benefit of creditors, or any of them are  adjudged
     insolvent  by  any  state  or  federal  court  of  competent
     jurisdiction,  or  an  attachment  or  execution  is  levied
     against any of the Property; or

           (d)  the occurrence of an "Event of Default" under and
     as defined in any other Loan Document; or

           (e)   Borrower  is in default in the  payment  of  any
     indebtedness  (other than the Indebtedness) secured  by  the
     Property  and  such default is declared  and  is  not  cured
     within the time, if any, specified therefor in any agreement
     governing the same; or

           (f)   any  statement,  report or certificate  made  or
     delivered  to  Lender by Borrower or any  Principal  is  not
     materially true and complete; or

          (g)  failure of Borrower, within thirty (30) days after
     notice  and  demand, to satisfy each and  every  Obligation,
     other  than  those  set  forth  in  the  subsections  above;
     provided,  however, if such Obligation cannot by its  nature
     be  cured within thirty (30) days, and if Borrower commences
     to  cure  such failure promptly after written notice thereof
     and  thereafter diligently pursues the curing  thereof  (and
     then in all events cures such failure within sixty (60) days
     after the original notice thereof), Borrower shall not be in
     default hereunder during such period of diligent curing.

       Upon   the   occurrence  of  an  Event  of  Default,   the
Indebtedness,  at  the  option  of  the  Lender,   shall   become
immediately  due  and  payable without notice  to  Borrower,  and
Lender  shall  be  entitled to all of  the  rights  and  remedies
provided  in  the  Loan Documents or at law or in  equity.   Each
remedy  provided in the Loan Documents is distinct and cumulative
to  all  other  rights or remedies under the  Loan  Documents  or
afforded  by  law  or equity, and may be exercised  concurrently,
independently, or successively, in any order whatsoever.

21.  Entry; Foreclosure; Remedies.

      Upon  the  occurrence of an Event of Default, (a) Borrower,
upon  demand of Lender, shall forthwith surrender to  Lender  the
actual  possession,  or to the extent permitted  by  law,  Lender
itself,  or  by  such officers or agents as it may  appoint,  may
enter and take possession of all or any part of the Property, and
may   exclude  Borrower  and  its  agents  and  employees  wholly
therefrom, and may have joint access with Borrower to the  books,
papers  and accounts of Borrower; and (b) if Borrower  shall  for
any  reason fail to surrender or deliver the Property or any part
thereof after such demand by Lender, Lender may obtain a judgment
or  decree conferring on Lender the right to immediate possession
or requiring the delivery to Lender of the Property, and Borrower
specifically  consents to the entry of such judgment  or  decree.
Upon every such entering upon or taking of possession, Lender may
hold,  store,  use, operate, manage and control the Property  and
conduct the business thereof.  Lender shall have no liability for
any  loss,  damage,  injury, cost or expense resulting  from  any
action  or omission by it or its representatives which was  taken
or omitted in good faith.

      When the Indebtedness or any part thereof shall become due,
whether by acceleration or otherwise, Lender may, either with  or
without  entry  or  taking  possession  as  herein  provided   or
otherwise, proceed by suit or suits at law or in equity or by any
other appropriate proceeding or remedy to (a) enforce payment  of
the  Note or the performance of any term, covenant, condition  or
agreement  of  Borrower  under any of  the  Loan  Documents,  (b)
foreclose  the lien hereof for the Indebtedness or  part  thereof
and  sell the Property as an entirety or otherwise, as Lender may
determine, and/or (c) pursue any other right or remedy  available
to it under or by the law and decisions of the State in which the
Land  is  located.  The failure to join any tenant or tenants  of
the  Property as party defendant or defendants in any foreclosure
action  or the failure of any such order or judgment to foreclose
their  rights shall not be asserted by the Borrower as a  defense
in  any  civil action instituted to collect the Indebtedness,  or
any part thereof, any statute or rule of law at any time existing
to the contrary notwithstanding.

      Upon  any foreclosure sale, Lender may bid for and purchase
the  Property and shall be entitled to apply all or any  part  of
the Indebtedness as a credit to the purchase price.

      Upon  the occurrence of an Event of Default, then,  without
notice  to or the consent of Borrower,  Lender shall be  entitled
to  exercise  all  of the rights and remedies contained  in  this
Mortgage or in any other Loan Document or otherwise available  at
law or in equity including the right to do any one or more of the
following:

           (a)  To enter upon, take possession of and manage  the
     Property for the purpose of collecting the Rents;

          (b)  To require Borrower to hold all Rents collected in
     trust for the benefit of Lender;

           (c)   Dispossess by the usual summary proceedings  any
     Tenant defaulting in the payment of Rent to Borrower;

          (d)  Lease the Property or any part thereof;

          (e)  Repair, restore, and improve the Property;

           (f)  Apply the Rent after payment of Property expenses
     as determined by Lender to Borrower's indebtedness under the
     Loan Documents; and

           (g)  Apply to any court of competent jurisdiction  for
     specific performance of this Mortgage, an injunction against
     the violation hereof and/or the appointment of a receiver.

22.  Expenditures and Expenses.

      In  any  civil  action  to foreclose  the  lien  hereof  or
otherwise  enforce Lender's rights, there shall  be  allowed  and
included as additional Indebtedness in the order or judgment  for
foreclosure and sale or other order all expenditures and expenses
which may be paid or incurred by or on behalf of Lender including
reasonable attorneys' fees, costs and expenses, receiver's  fees,
costs  and  expenses,  reasonable  appraiser's  fees,  reasonable
engineers'  fees,  outlays for documentary and  expert  evidence,
stenographers' charges, publication costs, and costs  (which  may
be estimates as to items to be expended after entry of said order
or  judgment)  of  procuring all such abstracts of  title,  title
searches  and  examination,  title insurance  policies,  Torrens'
Certificates and similar data and assurances with respect to  the
title as Lender may deem reasonably necessary either to prosecute
such civil action or to evidence to bidders at any sale which may
be  had pursuant to such order or judgment the true condition  of
the  title  to, or the value of, the Property (said  expenditures
and  expenses  are hereinafter collectively referred  to  as  the
"Reimbursable  Expenses").  All Reimbursable Expenses,  and  such
costs,  expenses and reasonable fees as may be incurred by Lender
at any time or times hereafter in the protection of the Property,
in  enforcing the Obligations, and/or the maintenance of the lien
established  by  any of the Loan Documents, including  reasonable
accountants'  and  attorneys' fees, costs  and  expenses  in  any
advice, litigation, or proceeding affecting the Loan Documents or
the Property, whether instituted by Lender, Borrower or any other
party,  or in preparation for the commencement or defense of  any
action or proceeding or threatened action or proceeding, shall be
immediately  due and payable to Lender by Borrower, and,  to  the
extent  such services relate to the Hazardous Substance Indemnity
Agreement  of even date herewith from Borrower and Principals  in
favor  of  Lender,  by  Borrower and  Principals,  with  interest
thereon  at the Default Rate set forth in the Note, and shall  be
secured by the Loan Documents.

23.  Application of Proceeds of Foreclosure Sale.

      The  proceeds of any foreclosure sale of the Property shall
be  distributed and applied in the order of priority set forth in
the  Note  with the excess, if any, being applied to any  parties
entitled thereto as their rights may appear.

24.  Appointment of Receiver or Mortgagee in Possession.

     If an Event of Default is continuing or if Lender shall have
accelerated the Indebtedness, Lender, upon application to a court
of  competent  jurisdiction, shall be entitled  as  a  matter  of
strict right, without notice, and without regard to the occupancy
or  value  of any security for the Indebtedness or the insolvency
of  any  party  bound for its payment, to the  appointment  of  a
receiver or the appointment of Lender to take possession  of  and
to  operate  the  Property, and to collect and apply  the  rents,
issues, profits and revenues thereof.

25.  Forbearance by Lender Not a Waiver.

      Any forbearance by Lender in exercising any right or remedy
under  any  of  the  Loan  Documents, or  otherwise  afforded  by
applicable law, shall not be a waiver of or preclude the exercise
of  any  right or remedy.  Lender's acceptance of payment of  any
sum  secured by any of the Loan Documents after the due  date  of
such  payment shall not be a waiver of Lender's right  to  either
require  prompt payment when due of all other sums so secured  or
to  declare  a  default for failure to make prompt payment.   The
procurement  of insurance or the payment of taxes or other  liens
or  charges by Lender shall not be a waiver of Lender's right  to
accelerate  the maturity of the Indebtedness, nor shall  Lender's
receipt  of  any  awards, proceeds or damages under  Paragraph  5
hereof operate to cure or waive Borrower's default in payment  or
sums  secured by any of the Loan Documents.  With respect to  all
Loan  Documents, only waivers made in writing by Lender shall  be
effective against Lender.

26.  Waiver of Statute of Limitations.

      Borrower  hereby waives the right to assert any statute  of
limitations  as a bar to the enforcement of the lien  created  by
any of the Loan Documents or to any action brought to enforce the
Note  or  any  other  obligation  secured  by  any  of  the  Loan
Documents.

27.  Waiver of Homestead and Redemption.

      Borrower hereby waives all right of homestead exemption  in
the Property.  Borrower hereby waives all right of redemption  on
behalf  of  Borrower and on behalf of all other persons acquiring
any  interest or title in the Property subsequent to the date  of
this Mortgage, except decree or judgment creditors of Borrower.

28.  Jury Trial Waiver.

      BORROWER,  AND  LENDER BY ITS ACCEPTANCE OF THIS  MORTGAGE,
HEREBY  WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY  JURY  IN  ANY
ACTION  OR  PROCEEDING  BASED UPON, OR RELATED  TO,  THE  SUBJECT
MATTER  OF THE LOAN DOCUMENTS AND THE BUSINESS RELATIONSHIP  THAT
IS  BEING  ESTABLISHED.  THIS WAIVER IS KNOWINGLY,  INTENTIONALLY
AND  VOLUNTARILY  MADE  BY BORROWER AND BY LENDER,  AND  BORROWER
ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON  BEHALF
OF  LENDER  HAS MADE ANY REPRESENTATIONS OF FACT TO  INDUCE  THIS
WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY
MODIFY  OR  NULLIFY ITS EFFECT.  BORROWER AND LENDER  ACKNOWLEDGE
THAT  THIS  WAIVER  IS  A MATERIAL INDUCEMENT  TO  ENTER  INTO  A
BUSINESS  RELATIONSHIP,  THAT BORROWER AND  LENDER  HAVE  ALREADY
RELIED  ON  THIS WAIVER IN ENTERING INTO THE LOAN  DOCUMENTS  AND
THAT  EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN  THEIR
RELATED FUTURE DEALINGS.  BORROWER AND LENDER FURTHER ACKNOWLEDGE
THAT  THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY  TO
BE  REPRESENTED) IN THE SIGNING OF THE LOAN DOCUMENTS AND IN  THE
MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

29.  Notice.

      Except for any notice required under applicable law  to  be
given in another manner, (a) any notice to Borrower provided  for
in  the  Loan Documents shall be given by mailing such notice  by
Federal  Express  or  any other overnight  carrier  addressed  to
Borrower  at  Borrower's address stated above or  at  such  other
address as Borrower may designate by notice to Lender as provided
herein,  and (b) any notice to Lender shall be given  by  Federal
Express or any other overnight carrier to Lender's address stated
above  or to such other address as Lender may designate by notice
to Borrower as provided herein or by facsimile to the transmittal
number  provided  herein or to such other number  as  Lender  may
designate  by notice to Borrower provided, however,  such  notice
shall not be effective unless actually received by Lender.    Any
notice provided for in the Loan Documents shall be deemed to have
been given to Borrower or Lender on the first (1st) business  day
following such mailing in the manner designated herein.

30.   Successors and Assigns Bound; Joint and Several  Liability;
Agents; Captions.

     The covenants and agreements contained in the Loan Documents
shall  bind,  and  the  rights thereunder  shall  inure  to,  the
respective successors and assigns of Lender and Borrower, subject
to  the  provisions  of Paragraph 15 hereof.  All  covenants  and
agreements of Borrower shall be joint and several.  In exercising
any  rights  under  the  Loan Documents  or  taking  any  actions
provided  for  therein,  Lender may act  through  its  employees,
agents  or independent contractors as authorized by Lender.   The
captions and headings of the paragraphs of this Mortgage are  for
convenience  only and are not to be used to interpret  or  define
the provisions hereof.

31.  Governing Law; Severability.

      This Mortgage shall be governed by the law of the  State of
Illinois,  provided,  however, that to the extent  the  mandatory
provisions  of the laws of another jurisdiction relating  to  (i)
the  perfection or the effect of perfection or non-perfection  of
the  security  interests in any of the Property, (ii)  the  lien,
encumbrance or other interest in the Property granted or conveyed
by  this  Mortgage, or (iii) the availability of  and  procedures
relating to any remedy hereunder or related to this Mortgage  are
required  to be governed by such other jurisdiction's laws,  such
other  laws  shall  be  deemed to govern  and  control.   If  any
provision  of  the Loan Documents conflicts with applicable  law,
such  conflict shall not affect other provisions of which can  be
given effect without the conflicting provisions, and to this  end
the  provisions  of  the  Loan  Documents  are  declared  to   be
severable.

32.  Release.

      Upon  payment of all sums secured by this Mortgage,  Lender
shall   release  this  Mortgage.   Borrower  shall  pay  Lender's
reasonable  costs  incurred in releasing this  Mortgage  and  any
financing statements related hereto.

33.  Terms.

      As  used in the Loan Documents, (i) "business day" means  a
day  when  banks are not required or authorized to be  closed  in
Chicago,  Illinois;  and (ii) the phrase "including"  shall  mean
"including but not limited to" unless specifically set  forth  to
the contrary.

34.  Loss of Note.

      Upon  notice from Lender of the loss, theft, or destruction
of the Note and upon receipt of indemnity reasonably satisfactory
to  Borrower  from  Lender, or in the case of mutilation  of  the
Note,  upon surrender of the mutilated Note, Borrower shall  make
and  deliver a new note of like tenor in lieu of the then  to  be
superseded Note.

35.  Exculpation.

     This Mortgage and other Loan Documents and all of Borrower's
obligations   hereunder  and  thereunder  are  subject   to   the
provisions  of Paragraph 10 of the Note entitled Exculpation  and
which are incorporated herein by this reference.

36.  Disclosure of Information.

      Lender  shall  have  the  right  (but  shall  be  under  no
obligation)  to  make available to any party for the  purpose  of
granting participations in or selling, transferring, assigning or
conveying all or any part of the Loan (including any governmental
agency or authority and any prospective bidder at any foreclosure
sale  of  the Project) any and all information which  Lender  may
have  with respect to the Project and Borrower, whether  provided
by  Borrower, any Principal or any third party or obtained  as  a
result  of  any  environmental assessments.   Borrower  and  each
Principal agree that Lender shall have no liability whatsoever as
a  result of delivering any such information to any third  party,
and  Borrower  and  each Principal, on behalf of  themselves  and
their successors and assigns, hereby release and discharge Lender
from any and all liability, claims, damages, or causes of action,
arising  out of, connected with or incidental to the delivery  of
any such information to any third party.

37.  Sale of Loan.

      Lender, at any time and without the consent of Borrower  or
any  Principal,  may grant participations in or  sell,  transfer,
assign  and  convey all or any portion of its  right,  title  and
interest  in  and to the Loan, this Mortgage and the  other  Loan
Documents, any guaranties given in connection with the  Loan  and
any collateral given to secure the Loan.

38.  Exhibits.

       The  following  Exhibits  (which  may  contain  additional
representations, warranties, and covenants) are attached to  this
Mortgage  and  hereby  made a part of this Mortgage:   Exhibit  A
(legal  description for Land), Exhibit B (pending and  threatened
litigation) and Exhibit C (Rider Number 1).


      IN WITNESS WHEREOF, Borrower has executed this Mortgage  or
has  caused  the  same  to  be executed  by  its  representatives
thereunto duly authorized.

                                   BORROWER

                                     THE  COSMOPOLITAN  AT  MEARS
PARK, LLC,
                                    a  Delaware limited liability
company



                                                              By:
____________________________________
                                                            Name:
____________________________________
                                   Its:  Manager





STATE OF ___________     )
                    ) SS
COUNTY OF __________     )

      I, ____________________________, a Notary Public in and for
said  County,  in  the State aforesaid, DO HEREBY  CERTIFY,  that
___________________,  the Manager of The  Cosmopolitan  at  Mears
Park,   LLC,  a  Delaware  limited  liability  company,  who   is
personally  known  to  me to be the same  person  whose  name  is
subscribed to the foregoing instrument as such Manager,  appeared
before  me  this  day  in person and acknowledged  that  (he/she)
signed  and delivered the said instrument as (his/her)  own  free
and  voluntary  act  and as the free and voluntary  act  of  said
limited liability company, for the uses and purposes therein  set
forth.

      GIVEN  under  my hand and Notarial Seal this  ____  day  of
_______________,  1996.

                                        _________________________
                                             Notary Public

My Commission Expires:
______________________



                            EXHIBIT A
                                
                        LEGAL DESCRIPTION



                            EXHIBIT B

                PENDING AND THREATENED LITIGATION



[See Section  12(j)]                    None







                           EXHIBIT C

                         RIDER NUMBER 1
                (REPLACEMENT RESERVE PROVISIONS)


      This Rider Number 1 is attached to and made a part of  that
certain  Mortgage,  Assignment of Rents  and  Security  Agreement
("Mortgage") dated as of the 20th day of March, 1996, between The
Cosmopolitan   at  Mears  Park,  LLC  ("Borrower")   and   Heller
Financial, Inc., a corporation organized and existing  under  the
laws  of Delaware (Heller Financial, Inc. and its successors  and
assigns are hereinafter referred to as "Lender").  To the  extent
of  any conflicts between the terms and provisions of this  Rider
Number 1 and the terms and provisions of the Mortgage, the  terms
and provisions of this Rider Number 1 will govern and control the
rights and obligations of the parties hereto.

     1.   All terms not defined in this Rider Number 1 shall have
the meaning ascribed to such terms as set forth in the Mortgage.

      2.   The following is hereby added as new Section 3A of the
Mortgage to the end of Section 3 and before Section 4:

                    "3A.  Reserves for Replacement.  At
          the  time  of and in addition to the  monthly
          installments of principal and/or interest due
          under the Note, Borrower shall deposit into a
          segregated account maintained by Lender  (the
          "Replacement  Reserve") $16.67 per  apartment
          unit.   The  replacement reserve  shall  bear
          interest  for  the benefit of Borrower.   The
          funds  contained  in the Replacement  Reserve
          shall  be  utilized  by Borrower  solely  for
          capital  improvements approved in advance  by
          Lender.    Lender  shall  reimburse  Borrower
          from  the Replacement Reserve for the  actual
          cost  of  such  approved capital improvements
          upon  Borrower's providing Lender  with  paid
          receipts,    lien    waivers    and     other
          documentation deemed necessary by Lender with
          minimum  draws  of $10,000.  If  and  to  the
          extent the amount of unexpended funds in  the
          Replacement Reserve as of December 31 of each
          calendar  year during the term  of  the  Loan
          (including  funds that should have  been  but
          have   not  yet  been  deposited  into   such
          Replacement Reserve by Borrower but excluding
          any   funds  scheduled  to  be  expended  for
          identified    future   capital   improvements
          approved in advance by Lender) exceed twenty-
          five  percent  (25%) of  the  amount  of  the
          Replacement  Reserve for such calendar  year,
          Borrower  shall  promptly  pay  such   excess
          amount  to Lender as a partial prepayment  of
          the outstanding principal balance of the Loan
          to  be  applied to installments  due  in  the
          inverse order of their maturity.  Lender  may
          audit   Borrower's  calculation  of   amounts
          deposited  into  the Replacement  Reserve  to
          determine    the   accuracy   of   Borrower's
          calculation  and, if such audit  discloses  a
          shortfall    in   the   amounts   theretofore
          deposited  into  the Replacement  Reserve  by
          Borrower, Borrower shall promptly deposit the
          amount of such shortfall into the Replacement
          Reserve.    Borrower   shall   execute    any
          documents   and   take  any   other   actions
          necessary  to provide Lender with a perfected
          security    interest   in   the   Replacement
          Reserve."