<PAGE>

Recorded at the Request of and                                     EXHIBIT 10.35
When Recorded Return to:

Pepe & Hazard LLP
225 Asylum Street - 22nd Floor
Hartford, CT  06103-4302
Attention:  Adam F. Zweifler, Esq.

                         MORTGAGE AND SECURITY AGREEMENT

         This MORTGAGE AND SECURITY AGREEMENT (the "MORTGAGE") is dated as of
the 31st day of October, 2003, by OKLAHOMA CITY STORE NO. 151 L.L.C., a Delaware
limited liability company ("BORROWER"), having its principal office at 31850
Northwestern Highway, Farmington Hills, Michigan 48334 to and in favor of
NATIONWIDE LIFE INSURANCE COMPANY, an Ohio corporation, its successors and
assigns ("LENDER"), having its principal office at One Nationwide Plaza,
Columbus, Ohio 43215-2220, Attention: Real Estate Investment Department, 34T, or
at such other place as Lender may from time to time designate.

                              W I T N E S S E T H:

                  WHEREAS, Lender has made four loans of even date herewith in
the aggregate total original principal amount of Fifteen Million Dollars
($15,000,000.00) (the "AGGREGATE LOAN"). The Aggregate Loan is comprised of the
following loans of even date herewith: a loan from Lender to Borrower in the
original principal amount of $4,260,000.00 (this "LOAN"); a loan to ACMP
Germantown LLC, a Delaware limited liability company ("AGREE-MILESTONE"), in the
original principal amount of $3,310,000.00 (the "AGREE-MILESTONE LOAN"); a loan
to ACCP Maryland LLC, a Delaware limited liability company ("AGREE-COLUMBIA") in
the original principal amount of $3,520,000.00 (the "AGREE-COLUMBIA LOAN"); and
a loan to Omaha Store No. 166 L.L.C., a Delaware limited liability company
("OMAHA"), in the original principal amount of $3,910,000.00 (the "OMAHA LOAN")
Agree-Milestone, Agree-Columbia and Omaha are hereinafter referred to
collectively as the "AFFILIATED BORROWERS". The Agree-Milestone Loan, the
Agree-Columbia Loan and the Omaha Loan are hereinafter referred to generically
as an "AFFILIATE LOAN" and collectively as the "AFFILIATE LOANS";

                                                         Oklahoma City, Oklahoma

<PAGE>

         WHEREAS, Borrower is justly indebted to Lender in the original
principal sum of Four Million Two Hundred Sixty Thousand and 00/100 Dollars
($4,260,000.00) with interest thereon, which Loan is evidenced and represented
by that certain Note of even date herewith (the "NOTE"), both principal and
interest being payable as therein provided, with the first payment on the Note
becoming due and payable on the date of disbursement and the term "Note" shall
include all other notes given in substitution, modification, increase, renewal
or extension of the original Note described herein, in whole or in part;

         WHEREAS Borrower has guaranteed the payment and performance of the
obligations of the Affiliated Borrowers with respect to the Affiliate Loans
pursuant to the terms of that certain Cross-Default Guaranty Agreement of even
date herewith from Borrower, as guarantor, to Lender (the "BORROWER
CROSS-DEFAULT GUARANTY"); and

         WHEREAS, Lender, as a condition precedent to the extension of credit
and the making of the Loan has required that Borrower provide Lender with
security for the repayment of the Loan as well as for the performance,
observance and discharge by Borrower of various terms, covenants, conditions and
agreements made by Borrower to, with, in favor of and for the benefit of Lender
with respect to the Loan and such security;

         NOW THEREFORE, in consideration of and in order to secure the repayment
of the Loan evidenced and represented by the Note, together with interest on the
Loan, as well as the payment of all other sums of money secured hereby, as
hereinafter provided; to secure the observance, performance and discharge by
Borrower of all terms, covenants, conditions and agreements set forth in the
Note, this Mortgage and in the other Loan Documents (hereafter defined); in
order to charge the properties, interests and rights hereinafter described with
such payment, observance, performance and discharge; and in consideration of the
sum of one dollar paid by Lender to Borrower, and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged by
Borrower, Borrower does hereby grant, bargain, sell, convey, assign, transfer,
pledge, deliver, hypothecate, warrant and confirm unto Lender forever, all of
Borrower's right, title and interest in and to the following described
properties, including all rights, interests, replacements, substitutions and
additions thereto, therein or therefore (collectively, the "MORTGAGED
PROPERTY"):

         (i)      All that certain piece, parcel or tract of land or real
property of which Borrower is now seized and in actual or constructive
possession, situated in the City of Omaha, County of Douglas, and State of
Nebraska (the "STATE"), and being more particularly described on EXHIBIT A
attached hereto and by this reference made a part hereof (the "REAL PROPERTY");

         (ii)     All buildings, structures and other improvements of any kind,
nature or description now or hereafter erected, constructed, placed or located
upon the Real Property (the "IMPROVEMENTS"), including, without limitation, any
and all additions to, substitutions for or replacements of such Improvements;

                                                         Oklahoma City, Oklahoma

                                       2
<PAGE>

         (iii)    All minerals, royalties, gas rights, water, water rights,
water stock, flowers, shrubs, lawn plants, crops, trees, timber and other
emblements now or hereafter located on, under or above all or any part of the
Real Property;

         (iv)     All and singular, the tenements, hereditaments, strips and
gores, rights-of-way, easements, privileges, profits and other appurtenances now
or hereafter belonging or in any way appertaining to the Real Property,
including, without limitation, all right, title and interest of the Borrower in
any after-acquired right, title, interest, remainder or reversion in and to the
beds of any ways, streets, avenues, roads, alleys, passages and public places,
open or proposed, in front of, running through, adjoining or adjacent to the
Real Property (the "APPURTENANCES");

         (v)      Any and all leases, licenses, contracts, rents, license fees,
royalties, issues, revenues, profits, proceeds, deposits, income and other
benefits, including accounts receivable, termination fees, of, accruing to or
derived from the Real Property, Improvements and Appurtenances, and any business
or enterprise presently situated or hereafter operated thereon and therewith and
all of Borrower's right, title and interest under any and all lease guaranties,
letters of credit, and any other credit support furnished to Borrower in
connection with any of the foregoing (the "RENTS");

         (vi)     Any and all awards, payments or settlements, including
interest thereon, and the right to receive the same, as a result of: (a) the
exercise of the right of eminent domain; (b) the alteration of the grade of any
way, street, avenue, road, alley, passage or public place; (c) any other injury,
damage, casualty or claim relating to the taking of, or decrease in the value
of, the Real Property, Improvements or Appurtenances; or (d) proceeds of
insurance awards, to the extent of all amounts which may be secured by this
Mortgage at the date of any such award or payment including but not limited to
Reasonable Attorneys' Fees (as hereinafter defined), costs and disbursements
incurred by Lender in connection with the collection of such award or payment;

         (vii)    All fixtures, materials, equipment, machinery, apparatus,
appliances, and other property whatsoever now or hereafter attached to,
installed in, or used in connection with the buildings and other improvements
now erected or hereafter to be erected on said land, including, but not limited
to, furnaces, steam boilers, hot-water boilers, oil burners, pipes, radiators,
air-conditioning and sprinkler systems, gas and electric fixtures, carpets,
rugs, shades, awnings, screens, elevators, motors, dynamos, cabinets and all
other furnishings, tools, equipment and machinery, appliances, building
supplies, materials, and all fixtures, accessions and appurtenances thereto, and
all renewals or replacements of or substitutions for any of the foregoing, all
of which property and things are hereby declared to be permanent fixtures and
accessions to the freehold and part of the realty conveyed herein as security
for the indebtedness herein mentioned; and

                                                         Oklahoma City, Oklahoma

                                       3
<PAGE>

         (viii)   All agreements or contracts relating to any interest rate cap
agreements, swaps or other interest hedging agreements;

         TO HAVE AND TO HOLD the foregoing Mortgaged Property and the rights
hereby granted for its use and benefit unto Lender and its successors and
assigns in fee simple forever. In order to secure the repayment of the Loan
evidenced and represented by the Note, together with interest on the Loan, as
well as the payment of all other sums of money secured hereby including, without
limitation, the obligations of Borrower under the Borrower Cross-Default
Guaranty, as hereinafter provided; and to secure the observance, performance and
discharge by Borrower of all covenants, conditions and agreements set forth in
the Note, this Mortgage, the Borrower Cross-Default Guaranty and in the other
Loan Documents; and in order to charge the properties, interests and rights
hereinafter described with such payment, observance, performance and discharge;
and in consideration of the sum of Ten Dollars ($10.00) paid by Lender and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, Borrower hereby grants Lender a security interest in all
Fixtures, Goods (including, without limitation, Consumer Goods, Inventory,
Equipment and Farm Products), Accounts, Chattel Paper (including, without
limitation, Electronic Chattel Paper and Tangible Chattel Paper), Instruments,
General Intangibles (including, without limitation, Payment Intangibles and
Software), Letters of Credit, Letter-of-Credit Rights, Documents, As-Extracted
Collateral, Money and Deposit Accounts of every kind, and all proceeds thereof,
including, without limitation, any and all licenses, permits, franchises,
trademarks, trade names, service marks or logos, plans, specifications, maps,
construction contracts, instruments, insurance policies, fittings and fixtures
of every kind, which is, are or shall hereafter be located upon, attached,
affixed to or used or useful, either directly or indirectly, in connection with
the complete and comfortable use, occupancy and operation of the Real Property,
Improvements or Appurtenances as a retail project (the "EXISTING USE"), or any
other business, enterprise or operation as may hereafter be conducted upon or
with said Real Property, Improvements or Appurtenances, including, without
limitation, any and all licenses, permits or franchises, used or required in
connection with such use, occupancy or operation as well as the proceeds thereof
or therefrom regardless of form, all security deposits and advance rentals under
lease agreements now or at any time hereafter covering or affecting any of the
Property and held by or for the benefit of Borrower, all monetary deposits which
Borrower has been required to give to any public or private utility with respect
to utility services furnished to the Real Property or Improvements, all rents,
issues and profits from leases of all or any part of the Real Property or
Improvements, all proceeds (including premium refunds) of each policy of
insurance relating to the Real Property or Improvements, all proceeds from the
taking of the Real Property or Improvements or any part thereof or any interest
therein or right or estate appurtenant thereto by eminent domain or by purchase
in lieu thereof, all amounts deposited in escrow for the payment of ad valorem
taxes, assessments, charges, ground rentals and/or premiums for policies of
insurance with respect to the Real Property or

                                                         Oklahoma City, Oklahoma

                                       4
<PAGE>

Improvements, all proceeds and other amounts paid or owing to Borrower under or
pursuant to any and all contracts and bonds relating to the construction,
erection or renovation of the Real Property or Improvements, all oil, gas and
other hydrocarbons and other minerals produced from or allocated to the Real
Property and all products processed or obtained therefrom, the proceeds thereof,
and all accounts and general intangibles under which such proceeds may arise,
together with any sums of money that may now or at any time hereafter become due
and payable to Borrower by virtue of any and all royalties, overriding
royalties, bonuses, delay rentals and any other amount of any kind or character
arising under any and all present and future oil, gas and mining leases covering
the Real Property or any part thereof (collectively, the "FIXTURES AND PERSONAL
PROPERTY," which term expressly excludes any toxic waste or substance deemed
hazardous under federal, regional, state or local laws, codes, ordinances,
statutes, rules, regulations, decisions or orders). The Mortgaged Property and
the Fixtures and Personal Property are herein together referred to as the
"PROPERTY".

         Except as otherwise expressly provided in this Mortgage, all terms in
this Mortgage relating to the Property and the grant of the foregoing security
interest which are defined in the Uniform Commercial Code of the State (the
"UCC") shall have the meanings assigned to them in Article 9 (or, absent
definition in Article 9, in any other Article) of the UCC, as those meanings may
be amended, revised or replaced from time to time. Notwithstanding the
foregoing, the parties intend that the terms used herein which are defined in
the UCC have, at all times, the broadest and most inclusive meanings possible.
Accordingly, if the UCC shall in the future be amended or held by a court to
define any term used herein more broadly or inclusively than the UCC in effect
on the date of this Mortgage, then such term, as used herein, shall be given
such broadened meaning. If the UCC shall in the future be amended or held by a
court to define any term used herein more narrowly, or less inclusively, than
the UCC in effect on the date of this Mortgage, such amendment or holding shall
be disregarded in defining terms used in this Mortgage.

         Borrower hereby covenants and warrants with and to Lender that Borrower
is indefeasibly seized of the Property and has good right, full power, and
lawful authority to convey and encumber all of the same as aforesaid; that
Borrower hereby fully warrants the title to the Property and will defend the
same and the validity and priority of the lien and encumbrance of this Mortgage
against the lawful claims of all persons whomsoever; and Borrower further
warrants that the Property is free and clear of all liens and encumbrances of
any kind, nature or description, save and except only (with respect to said Real
Property, Improvements and Appurtenances) for real property taxes for years
subsequent to 2003 (which are not yet due and payable) and those exceptions
accepted by Lender as set forth in the title insurance commitment or proforma
policy issued to Lender precedent to the issuance of a Lender's Policy of Title
Insurance insuring the first lien priority of this Mortgage (the "PERMITTED
EXCEPTIONS").

         If Borrower shall pay to Lender the Loan evidenced by the Note, and if
Borrower shall duly, promptly and fully perform, discharge, execute, effect,
complete and comply with and abide by each and every one of the terms,
covenants, conditions and agreements of the Note,

                                                         Oklahoma City, Oklahoma

                                       5
<PAGE>

this Mortgage, the Borrower Cross-Default Guaranty and all other Loan Documents,
then this Mortgage and the estates and interests hereby granted and created
shall cease, terminate and be null and void, and shall be discharged of record
at the expense of Borrower.

         Borrower, for the benefit of Lender and its successors and assigns,
does hereby expressly covenant and agree as follows:

         1.       PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall pay the
principal of the Loan evidenced by the Note, together with all interest thereon,
in accordance with the terms, covenants and conditions of the Note, and perform
all obligations of Borrower under the Borrower Cross-Default Guaranty promptly
at the times, at the place and in the manner that said principal and interest
shall become due, and shall promptly and punctually pay all other sums required
to be paid by Borrower pursuant to the terms, covenants and conditions of the
Note, this Mortgage, the Borrower Cross-Default Guaranty, the Assignment of
Leases, Rents and Profits of even date herewith (the "ASSIGNMENT") and all other
documents and instruments executed as further evidence of, as additional
security for or executed in connection with the Loan evidenced by the Note
(collectively, the "LOAN DOCUMENTS").

         2.       PERFORMANCE OF OTHER OBLIGATIONS. Borrower shall perform,
comply with and abide by each and every one of the terms, covenants, conditions
and agreements contained and set forth in the Note, this Mortgage, and the other
Loan Documents, shall comply with all Laws (hereafter defined) and shall perform
all of its obligations under any term, covenant, condition, restriction or
agreement of record affecting the Property, and to insure that at all times the
Property constitutes one or more legal lots capable of being conveyed without
violation of any subdivision or platting laws, codes, ordinances, statutes,
rules, regulations, or other laws relating to the division, separation or
subdivision of real property.

         3.       PRESERVATION AND MAINTENANCE OF PROPERTY; ACCESSIBILITY;
HAZARDOUS WASTE.

                  (a)      Borrower shall keep all Improvements now existing or
hereafter erected on the Real Property in good order and repair, only to be used
for the Existing Use, and not to do or permit any waste, impairment or
deterioration thereof or thereon, nor to alter, remove or demolish any of the
Improvements or any Fixtures and Personal Property attached or appertaining
thereto, without the prior written consent of Lender, nor to initiate, join in
or consent to any change in any private restrictive covenant, zoning ordinance
or other public or private restrictions limiting or defining the uses which may
be made of the Property or any part thereof, nor to do or permit any other act
whereby the Property shall become less valuable, be used for purposes contrary
to applicable Law or be used in any manner which will increase the premium for
or result in a termination or cancellation of the insurance policies hereinafter
required to be kept and maintained on the Property. In furtherance of, and not
by

                                                         Oklahoma City, Oklahoma

                                       6
<PAGE>

way of limitation upon, the foregoing covenant, Borrower shall effect such
repairs as Lender may reasonably require, and from time to time make all needful
and proper replacements so that the Improvements, Appurtenances, Fixtures and
Personal Property will, at all times, be in good condition, fit and proper for
the respective purposes for which they were originally erected or installed. In
connection with the making of such repairs, Borrower shall use contractors who
are properly licensed, who carry workers' compensation insurance and appropriate
liability insurance, who generally have a good reputation for completing their
work in a neat, prompt and workmanlike manner, and use only new or
re-manufactured goods of a quality as good or better than that originally used
on the Property. As provided herein, Borrower shall insure that no liens are
filed against the Property that relate in any way to the repair work provided
for herein. For so long as that certain Lease of the Property (the "BORDERS
LEASE") dated November 14, 2002 between Borrower, as landlord, and Border's,
Inc., a Colorado corporation ("BORDERS") as tenant remains in effect with
Borders as the tenant thereunder and Borrower is diligently enforcing the
obligations of Borders thereunder, Borrower shall be deemed to be in compliance
with the requirements of this subparagraph.

         Borrower at all times shall keep the Property and ground water of the
Property free of Hazardous Materials (as hereinafter defined) to the extent
required by applicable governmental agencies and free of any liens arising in
connection therewith. Borrower shall not and shall not knowingly permit its
tenants or any third party requiring the consent of Borrower to enter the
Property, to use, generate, manufacture, treat, store, release, threaten
release, transport on or over, emit or dispose of Hazardous Materials in, on,
over, under or about the Property including the ground water of the Property in
violation of any federal, regional, state or local law, code, ordinance,
statute, rule, regulation, decision or order currently in existence or hereafter
enacted or rendered (collectively, "HAZARDOUS WASTE LAWS"). Borrower shall give
Lender prompt Written Notice (as hereinafter defined) of any claim by any
person, entity, or governmental agency that a significant release or disposal of
Hazardous Materials has occurred in, on, over, under or about the Property,
including the ground water of the Property, in excess of those permitted by the
Hazardous Waste Laws, whether caused by the Borrower, any tenant or any third
party. Borrower, through its professional engineers and at Borrower's sole cost,
shall promptly and thoroughly investigate any suspected release of Hazardous
Materials in, on, over, under or about the Property, including the ground water
of the Property. Borrower shall forthwith remove, repair, remediate, clean up,
and/or detoxify any Hazardous Materials found in, on, over, under or about the
Property or in the ground water of the Property to the extent such actions are
required by any applicable Hazardous Waste Laws, and whether or not Borrower was
responsible for the existence of the Hazardous Materials in, on, over, under or
about the Property or the ground water of the Property. "HAZARDOUS MATERIALS"
shall include, but not be limited to, substances defined as "hazardous
substances," "hazardous materials," or "toxic substances" under any Hazardous
Waste Laws.

                  (b)      In addition, Borrower shall not incorporate any
underground storage tanks into the Real Property without the prior written
consent of Lender, and shall insure that

                                                         Oklahoma City, Oklahoma

                                       7
<PAGE>

all tanks currently on the Real Property comply with current Hazardous Waste
Laws and underground storage tank regulations and are properly registered.

         Borrower hereby agrees to indemnify and defend Lender and hold Lender
harmless from and against any and all losses, liabilities, damages, injuries,
costs, expenses, fines, fees, suits, actions, debts, obligations, and claims of
any and every kind whatsoever, including Reasonable Attorneys' Fees
(collectively, "LOSSES") paid, incurred or suffered by, or asserted against,
Lender for, with respect to, or as a direct or indirect result of, the presence
in, on, over, under or about, or the escape, seepage, leakage, spillage,
discharge, emission or release from, the Property of any Hazardous Materials
(including, without limitation, any losses, liabilities, damages, injuries,
costs, expenses or claims asserted or arising under any Hazardous Waste Laws),
regardless of the source of origination and whether or not caused by, or within
the control of, Borrower and including any claims of Lender's negligence or
strict liability, but excluding Lender's willful misconduct or gross negligence.

         Liability under this Section 3(b) and similar provisions in this
Mortgage and the other Loan Documents concerning Hazardous Materials shall
survive repayment of the Note and satisfaction of this Mortgage; provided,
however, Borrower shall have no liability under this Section 3(b) regarding
Hazardous Materials if either (i) the Property becomes contaminated subsequent
to Lender's acquisition of the Property by foreclosure, acceptance by Lender of
a deed in lieu thereof, or subsequent to any transfer of ownership of the
Property which was approved or authorized by Lender in writing, pursuant to this
Mortgage, provided that such transferee assumes in writing all of the
obligations of Borrower with respect to Hazardous Materials pursuant to the Loan
Documents, or (ii) at such time Borrower provides Lender with an environmental
assessment report acceptable to Lender, in Lender's sole discretion, showing the
Property to be free of Hazardous Materials and not in violation of any Hazardous
Waste Laws. The burden of proof under this Section 3(b) with regard to
establishing the date upon which any Hazardous Materials was released in, on,
over, under or about the Property shall be upon Borrower.

                  (c)      Borrower at all times shall maintain the Property in
full compliance with all federal, state, county, regional or local laws, codes,
ordinances, rules, regulations, decisions and orders currently in existence or
hereafter enacted or rendered, governing accessibility for the disabled,
including but not limited to: The Architectural Barriers Act of 1968; The
Rehabilitation Act of 1973; The Fair Housing Act of 1988; and The Americans with
Disabilities Act (collectively, the "ACCESSIBILITY LAWS").

         Borrower hereby agrees to indemnify and defend Lender and hold Lender
harmless from and against any and all Losses paid, incurred or suffered by, or
asserted against Lender for, with respect to, or as a direct or indirect result
of, the non-compliance of the Property with the Accessibility Laws whether or
not caused by, or within the control of, Borrower, and

                                                         Oklahoma City, Oklahoma

                                       8
<PAGE>

including any claims of Lender's negligence or strict liability, but excluding
Lender's willful misconduct or gross negligence.

         Liability under this Section 3(c) and similar provisions in this
Mortgage and the other Loan Documents concerning Accessibility Laws shall
survive repayment of the Note and satisfaction of this Mortgage; provided,
however, Borrower shall not be liable under this Section 3(c) for compliance
with any Accessibility Laws if such Accessibility Laws first become effective,
or such violations result from alterations or improvements to the Property that
are performed subsequent to Lender's acquisition of the Property by foreclosure
or acceptance of a deed in lieu thereof or subsequent to any transfer which was
approved or authorized by Lender pursuant to this Mortgage, provided that such
transferee assumes in writing all obligations pertaining to the Accessibility
Laws pursuant to this Mortgage and the other Loan Documents. The burden of proof
under this Section 3(c) with regard to establishing the date upon which such
non-compliance with any Accessibility Laws occurred at the Property shall be
upon Borrower.

         (d)      Lender, and/or its agents, shall have the right and shall be
permitted, subject to the rights of Borders under the Borders Lease, but shall
not be required, at all reasonable times, to enter upon and inspect the Property
to insure compliance with the foregoing covenants, and any and all other terms,
covenants, conditions and agreements set forth in this Mortgage.

         4.       PAYMENT OF TAXES, ASSESSMENTS AND OTHER CHARGES. Borrower
shall pay, or cause to be paid, all taxes, assessments and other charges as
already levied or assessed, or that may be hereafter levied or assessed, upon or
against the Property, when the same shall become due and payable according to
Law, before delinquency, and before any interest or penalty shall attach
thereto, and to deliver official receipts evidencing the payment of the same to
Lender not later than thirty (30) days following the payment of the same.
Borrower shall have the right to contest, in good faith and in accordance with
applicable Laws and procedures, the proposed assessment of ad valorem taxes or
special assessments by governmental authorities having jurisdiction over the
Property; provided, however, Borrower shall give Written Notice of its intent to
bring such an action to Lender, and Lender may, in its sole discretion, require
Borrower to post a bond or other collateral satisfactory to Lender (and
acceptable to the title company insuring this Mortgage) as a result of
Borrower's act.

         5.       PAYMENT OF LIENS, CHARGES AND ENCUMBRANCES. Borrower shall
immediately pay and discharge from time to time when the same shall become due,
all lawful claims and demands of mechanics, materialmen, laborers, realtors,
brokers and others which, if unpaid, might result in, or permit the creation of,
a lien, charge or encumbrance upon the Property or any part thereof, or on the
Rents, arising therefrom and, in general, to do or cause to be done everything
necessary so that the lien of this Mortgage shall be fully

                                                         Oklahoma City, Oklahoma

                                       9
<PAGE>

preserved, at the sole cost of Borrower, without expense to Lender. Borrower
shall have the right to contest, in good faith and in accordance with applicable
Laws and procedures, mechanics', materialmens' and other such liens filed
against the Property; provided however, that Borrower shall give Written Notice
to Lender of its intent to bring such action, and Lender may, in Lender's sole
discretion, require Borrower to post a bond or other collateral satisfactory to
Lender (and acceptable to the title company insuring this Mortgage) as a result
of Borrower's act.

         6.       PAYMENT OF JUNIOR ENCUMBRANCES. Borrower shall permit no
default or delinquency under any other lien, imposition, charge or encumbrance
against the Property, even though junior and inferior to the lien of this
Mortgage; provided however, the foregoing shall not be construed to permit any
such additional lien or encumbrance against the Property, other than the
Permitted Exceptions.

         7.       PAYMENT OF MORTGAGE TAXES. Borrower shall pay any and all
taxes which may be levied or assessed directly or indirectly upon the Note
and/or this Mortgage (except for income taxes payable by Lender) or the Loan,
without regard to any Law which may be hereafter enacted imposing payment of the
whole or any part thereof upon Lender, its successors or assigns. Upon violation
of this covenant, or upon the rendering by any court of competent jurisdiction
of a decision that such a covenant by Borrower is legally inoperative, or if any
court of competent jurisdiction shall render a decision that the rate of said
tax when added to the rate of interest provided for in the Note exceeds the then
maximum rate of interest allowed by Law, then, and in any such event, the debt
hereby secured shall, at the option of Lender, its successors or assigns, become
immediately due and payable, anything contained in this Mortgage or in the Note
notwithstanding, without the imposition of a Prepayment Premium (as defined in
the Note). The additional amounts which may become due and payable hereunder
shall become a part of the Loan secured by this Mortgage.

         8.       HAZARD INSURANCE. Borrower shall continuously, during the term
of this Mortgage, keep the Improvements, Appurtenances, and Fixtures and
Personal Property, now or hereafter existing, erected, installed and located in
or upon the Real Property, insured with extended coverage insurance against loss
or damage resulting from fire, windstorm, flood, sinkhole, earthquake, mine
subsidence, acts of terrorism, and such other hazards, casualties, contingencies
and perils including, without limitation, other risks insured against by persons
operating like properties in the locality of the Property, or otherwise deemed
necessary or advisable by Lender or any Rating Agency (as hereinafter defined),
on such forms and with such deductibles as may be required by Lender or any
Rating Agency, covering the Property in the amount of the full replacement cost
thereof, (without taking into account any depreciation) less excavating and
foundation costs, and covering all loss or abatement of rental or other income,
without a provision for co-insurance, in an amount equal to the scheduled rental
income of the Property for at least twelve (12) months, or if applicable,
business interruption insurance in an amount sufficient to pay debt service on
the Note, operating expenses, taxes

                                                         Oklahoma City, Oklahoma

                                       10
<PAGE>

and insurance on the Property for a period of twelve (12) months, and covering
loss by flood (if the Property lies in a Special Flood Hazard Area as designated
on the Department of Housing and Urban Development's Maps, or other flood prone
designation) in an amount equal to the outstanding principal balance of the Loan
or such other amount as approved by Lender, and earthquake insurance with a
deductible amount of no more than ten percent (10%) of the policy amount if, in
the judgment of Lender's inspecting architect, the Property lies in an area of
anticipated significant seismic activity, and "Ordinance or Law Coverage" or
"Enforcement" endorsements in amounts satisfactory to Lender if any of the
Improvements or the use of the Property shall at any time constitute legal
non-conforming structures or uses or the ability to rebuild the Improvements is
restricted or prohibited, and comprehensive boiler and machinery insurance
(without exclusion for explosion), if applicable, in amounts as shall be
reasonably required by Lender or any Rating Agency and covering all boilers or
other pressure vessels, machinery and equipment located at or about the Property
(including, without limitation, electrical equipment, sprinkler systems, heating
and air conditioning equipment, refrigeration equipment and piping). All such
insurance shall be carried with a company or companies licensed to do business
in the State, which is acceptable to Lender, which company or companies shall
have a rating at the time this Mortgage is executed equivalent to at least A:X
as shown in the most recent Best's Key Rating Guide. The original policy or
policies and renewals thereof (or, at the sole option of Lender, duplicate
originals or certified copies thereof), together with receipts evidencing
payment of the premium therefor, shall be deposited with, held by and are hereby
assigned to, Lender as additional security for the Loan. Each such policy of
insurance shall contain a noncontributing loss payable clause in favor of and in
a form acceptable to Lender, and shall provide for not less than thirty (30)
days prior Written Notice to Lender of any intent to modify, non-renew, cancel
or terminate the policy or policies, or the expiration of such policies of
insurance, or the exclusion of any individual risk such as acts of terrorism. If
the insurance required under this Section 8 or any portion thereof is maintained
pursuant to a blanket policy, Borrower shall furnish to Lender a certified copy
of such policy, together with an original Evidence of Insurance Certificate
(Acord Form 27) for hazard insurance indicating that Lender is an additional
insured under such policy in regard to the Property and showing the amount of
coverage apportioned to the Property, which coverage shall be in an amount
sufficient to satisfy the requirements hereof. Not less than fifteen (15) days
prior to the expiration dates of each policy required of Borrower hereunder,
Borrower will deliver to Lender a renewal policy or policies marked "premium
paid" or accompanied by other evidence of payment and renewal satisfactory to
Lender. In the event of foreclosure of this Mortgage or other transfer of title
to the Property in extinguishment of the Loan, all right, title and interest of
Borrower, in and to any insurance policies then in force including any rights to
unearned premiums, and in and to insurance proceeds then payable, shall pass to
the purchaser or grantee.

         For so long as the Borders Lease remains in effect with Borders as the
tenant thereunder, then to the extent that Borders self-insures to satisfy its
insurance obligations under the Borders Lease, Lender shall accept such
self-insurance as satisfying the obligation of

                                                         Oklahoma City, Oklahoma

                                       11
<PAGE>

Borrower to provide insurance under this Section 8, provided that (i) Borders,
or the guarantor of the Borders Lease, Borders Group, Inc., maintains a minimum
net worth of not less than Two Hundred Fifty Million Dollars ($250,000,000.00),
(ii) such self-insurance otherwise satisfies the requirements of this Section 8
as to the amount required to be maintained by Borders, and (iii) Borrower
provides to Lender written verification of such coverage in form and substance
reasonably acceptable to Lender. Notwithstanding the foregoing, Lender shall
have the right to require Borrower to maintain in effect a separate policy of
liability insurance with respect to the Property meeting the requirements of
Section 9 of this Mortgage.

         In the event of loss covered by insurance maintained by Borrower with
respect to the Property, including, without limitation, insurance covering
hazards, casualties, contingencies and perils for which insurance has been
required by Lender hereunder, Borrower shall give immediate notice thereof to
Lender. Lender is hereby irrevocably appointed attorney-in-fact coupled with an
interest for Lender to, at its option, make proof of loss and/or to file a claim
thereunder. Each insurance company concerned is hereby notified, authorized and
directed to make payment for such loss directly to Lender, instead of to
Borrower and Lender jointly, and Borrower hereby authorizes Lender to adjust and
compromise any losses for which insurance proceeds are payable under any of the
aforesaid insurance policies and, after deducting the costs of collection, to
apply the proceeds of such insurance, at its option either: (a) to the
restoration or repair of the insured Improvements, Appurtenances, and Fixtures
and Personal Property, provided that, in the opinion and sole discretion of
Lender, such restoration or repair is reasonably practical and, provided
further, that, in the opinion and sole discretion of Lender, either: (i) the
insurance proceeds so collected are sufficient to cover the cost of such
restoration or repair of the damage or destruction with respect to which such
proceeds were paid, or (ii) the insurance proceeds so collected are not
sufficient alone to cover the cost of such restoration or repair, but are
sufficient therefor when taken together with funds provided and made available
by Borrower from other sources; in which event Lender shall make such insurance
proceeds available to Borrower for the purpose of effecting such restoration or
repair; but Lender shall not be obligated to see to the proper application of
such insurance proceeds nor shall the amount of funds so released or used be
deemed to be payment of or on account of the Loan; or (b) to the reduction of
the Loan, notwithstanding the fact that the amount owing thereon may not then be
due and payable or that said Loan is otherwise adequately secured, in which
event such proceeds shall be applied at par against the Loan and the monthly
payment due on account of such Loan shall be reduced accordingly as calculated
by Lender. None of such actions taken by Lender shall be deemed to be or result
in a waiver or impairment of any equity, lien or right of Lender under and by
virtue of this Mortgage, nor will the application of such insurance proceeds to
the reduction of the Loan serve to cure any default in the payment thereof. In
the event of foreclosure of this Mortgage or other transfer of title to the
Property in extinguishment of the Loan, all right, title and interest of
Borrower in and to any insurance policies then in force including any rights to
unearned premiums and in and to insurance proceeds then payable, shall pass to
the purchaser or grantee.

                                                         Oklahoma City, Oklahoma

                                       12
<PAGE>

         In case of Borrower's failure to keep the Property properly insured as
required herein, Lender, its successors or assigns, may, at its option (but
shall not be required to) acquire such insurance as required herein at
Borrower's sole expense.

         Notwithstanding anything set forth in this Section 8 to the contrary,
in the event of loss or damage to the Property by fire or other casualty covered
by insurance maintained by Borrower with respect to the Property, including,
without limitation, insurance which has been required by Lender hereunder and
provided by Borrower, and the amount of such loss or damage does not exceed
twenty-five percent (25%) of the unpaid principal balance of the Note, Lender
hereby agrees to allow the proceeds of insurance to be used for the restoration
of the Property and to release such insurance proceeds to Borrower as such
restoration progresses, provided:

                  (a)      Borrower is not in default under any of the terms,
covenants and conditions of this Mortgage, the Note or any of the other Loan
Documents;

                  (b)      The Improvements, after such restoration, shall be at
least eighty percent (80%) leased pursuant to leases approved in writing by
Lender;

                  (c)      The plans and specifications for the restoration of
the Property are approved in writing by Lender in advance;

                  (d)      At all times during such restoration, Borrower has
deposited with Lender funds which, when added to the insurance proceeds received
by Lender, are sufficient to complete the restoration of the Property in
accordance with the approved plans and specifications, and all applicable
building codes, zoning ordinances, regulations and Accessibility Laws, and
further, that the funds retained by Lender are sufficient to complete the
restoration of the Property as certified to Lender by Lender's inspecting
architect/engineer;

                  (e)      Borrower provides suitable completion, payment and
performance bonds, builders' all risk insurance, and all necessary licenses and
permits for such restoration in form and amount acceptable to Lender;

                  (f)      The insurer under such policies of fire or other
casualty insurance does not assert any defense to payment under such policies
against Lender, Borrower, any tenant, or third party of Borrower with regard to
the Property;

                  (g)      Lender shall have the option, upon the completion of
such restoration of the Property, to apply any surplus insurance proceeds
remaining after the completion of such restoration, at par, to the reduction of
the outstanding principal balance of the Note; notwithstanding the fact that the
amount owing thereon may not then be due and payable or that said Loan is
otherwise adequately secured;

                                                         Oklahoma City, Oklahoma

                                       13
<PAGE>

                  (h)      The funds held by Lender shall be disbursed no more
often than once per month and in not more than five (5) increments of not less
than Fifty Thousand Dollars ($50,000) each, except the final disbursement of
such funds which may be in an amount less than Fifty Thousand Dollars ($50,000);

                  (i)      Lender's obligation to make any such disbursement
shall be conditioned upon Lender's receipt of written certification from
Lender's inspecting architect/engineer (whose fees shall be reimbursed to Lender
by Borrower) that all construction and work for which such disbursement is
requested has been completed in accordance with the approved plans and
specifications and in accordance with all applicable building codes, zoning
ordinances and all other Laws and, further, that Borrower has deposited with
Lender sufficient funds to complete such restoration in accordance with Section
8(d);

                  (j)      In the reasonable judgment of the Lender, the
Property can be restored within six months after insurance proceeds are made
available and at least six months prior to the Maturity Date (as defined in the
Note) to an economic unit not less valuable (including an assessment by Lender
of the impact of the termination of any Occupancy Leases (as hereinafter
defined) due to such casualty) and not less useful than the same was prior to
the casualty, and after such restoration will adequately secure the outstanding
balance of the Loan; and

                  (k)      Lender shall be entitled to require and to impose
such other conditions to the release of such funds as would be customarily or
reasonably be required and imposed by institutional mortgage lenders for a
project of similar nature and cost.

         In the event of a casualty, provided that Borrower is not then in
default hereunder beyond the expiration of applicable notice and cure periods,
then notwithstanding any provision of this Section 8 to the contrary, Lender
shall make insurance proceeds available for restoration of the Property to the
extent required under the terms of the Borders Lease.

         9.       LIABILITY INSURANCE. Borrower shall carry and maintain such
commercial general liability insurance as may from time to time be required by
Lender or any Rating Agency, taking into consideration the type of property
being insured and the corresponding liability exposure, on forms, with
deductibles, in amounts and with such company or companies licensed to do
business in the State and as may be acceptable to Lender. All such commercial
general liability insurance shall be carried with a company or companies which
have and maintain a rating equivalent to at least A:X as shown in the most
recent Best's Key Rating Guide. The original policy or policies and all renewals
thereof (or, at the sole option of Lender, duplicate originals or certified
copies thereof), together with a Certificate of Insurance (Acord Form 25S) and
receipts evidencing payment of the premium therefor, shall be deposited with,
held by and are hereby assigned to, Lender as additional security for the Loan.
Such policy or policies of insurance shall name Lender as an additional insured
and shall provide for not less than thirty (30) days prior Written Notice to
Lender of any intent to

                                                         Oklahoma City, Oklahoma

                                       14
<PAGE>

modify, cancel, non-renew, or terminate the policy or policies or the expiration
of such policy or policies of insurance, or the exclusion of any individual risk
such as acts of terrorism. Not less than fifteen (15) days prior to the
expiration dates of each policy or policies required of Borrower hereunder,
Borrower will deliver to Lender a renewal policy or policies marked "premium
paid" or accompanied by other evidence of payment and renewal satisfactory to
Lender. In the event of foreclosure of this Mortgage or other transfer of title
to the Property in extinguishment of the Loan, all right, title and interest of
Borrower, in and to any insurance policies then in force including any rights to
unearned premiums, and in and to insurance proceeds then payable, shall pass to
the purchaser or grantee. In case of Borrower's failure to keep the Property
properly insured as required herein, Lender, its successors or assigns, may, at
its option (but shall not be required to) acquire such insurance as required
herein at Borrower's sole expense.

         10.      COMPLIANCE WITH LAWS.

                  (a)      Borrower shall observe, abide by and comply with all
federal, regional, state and local laws, codes, ordinances, statutes, rules,
regulations, decisions, orders, requirements or decrees relating to the Property
enacted, promulgated or issued by any federal, state, county or local
governmental or quasi-governmental authority or any agency or subdivision
thereof having jurisdiction over Borrower or the Property, which now or
hereafter affect Borrower or the Property, including Hazardous Waste Laws and
Accessibility Laws (collectively, the "LAWS"), and to observe and comply with
all conditions and requirements necessary to preserve and extend any and all
rights, licenses, permits (including, but not limited to, zoning, variances,
special exceptions and nonconforming uses), privileges, franchises and
concessions which are applicable to the Property, or which have been granted to
or contracted for by Borrower in connection with any existing, presently
contemplated or future uses of the Property.

                  (b)      Borrower shall not engage in any transaction which
would cause any obligation, or action taken or to be taken, hereunder (or the
exercise by Lender of any of its rights under the Note, this Mortgage and the
other Loan Documents) to be a non-exempt (under a statutory or administrative
class exemption) prohibited transaction under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). Borrower shall deliver to Lender
such certifications or other evidence from time to time throughout the term of
this Mortgage, as requested by Lender in its sole discretion, that (i) Borrower
is not an "employee benefit plan" as defined in Section 3(3) of ERISA, which is
subject to Title I of ERISA, or a "governmental plan" within the meaning of
Section 3(32) of ERISA; (ii) Borrower is not subject to state statutes
regulating investments and fiduciary obligations with respect to governmental
plans; and (iii) one or more of the following circumstances is true:

                                                         Oklahoma City, Oklahoma

                                       15
<PAGE>

                           (1)      Equity interests in Borrower are publicly
         offered securities, within the meaning of 29 C.F.R. Section
         2510.3-101(b)(2);

                           (2)      Less than twenty-five percent (25%) of each
         outstanding class of equity interests in Borrower are held by "benefit
         plan investors" within the meaning of 29 C.F.R. Section
         2510.3-101(f)(2); or

                           (3)      Borrower qualifies as an "operating company"
         or a "real estate operating company" within the meaning of 29 C.F.R.
         Section 2510.3-101(c) or (e) or an investment company registered under
         The Investment Company Act of 1940.

         11.      MAINTENANCE OF PERMITS. Borrower shall obtain, keep and
constantly maintain in full force and effect during the entire term of this
Mortgage, all certificates, licenses and permits necessary to keep the Property
operating for the Existing Use and, except as specifically provided for in this
Mortgage, not to assign, transfer or in any manner change such certificates,
licenses or permits without first receiving the written consent of Lender.

         12.      OBLIGATIONS OF BORROWER AS LESSOR.

                  (a)      Borrower shall perform every obligation of Borrower
(as the landlord) and enforce every obligation of the tenant in any and every
lease, license or other occupancy agreement of or affecting the Property or any
part thereof (the "OCCUPANCY LEASES"), and not modify, alter, waive or cancel
any such Occupancy Leases or any part thereof or rights thereunder, without the
prior written consent of Lender (but such consent shall not be required for such
action as to Occupancy Leases of three thousand (3,000) square feet or less if
such action is in the ordinary course of business of owning and operating the
Property in a prudent and business-like manner, on then current market terms),
nor collect for more than thirty (30) days in advance of the date due any Rents
that may be collectible under any such Occupancy Leases and, except as provided
for in this Mortgage, not assign any such Occupancy Lease(s) or any such Rents
relating thereto, to any party other than Lender, without the prior written
consent of Lender. Borrower will notify Lender in writing of any default under
any Occupancy Lease. In the event of default under any such Occupancy Lease by
reason of failure of Borrower to keep or perform one or more of the covenants,
agreements or conditions thereof, Lender is hereby authorized and empowered, and
may, at its sole option, remedy, remove or cure any such default, and further,
Lender may, at its sole option and in its sole discretion but without obligation
to do so, pay any sum of money deemed necessary by Lender for the performance of
said covenants, agreements and conditions, or for the curing or removal of any
such default, and incur all expenses and obligations which Lender may consider
necessary or reasonable in connection therewith, and Borrower shall repay on
demand all such sums so paid or advanced by Lender together with interest
thereon until paid at the lesser of either: (i) the highest rate of interest
then allowed by the Laws of the State, or, if controlling, the Laws of the
United States, or (ii) the then applicable interest rate of the Note plus five

                                                         Oklahoma City, Oklahoma

                                       16
<PAGE>

hundred (500) basis points per annum; all of such sums, if unpaid, shall be
added to and become part of the Loan.

                  (b)      All such Occupancy Leases hereafter made shall be
subject to the approval of Lender and: (i) shall be at competitive market rental
rates then prevailing in the geographic area for projects used for the Existing
Use comparable to the Property; (ii) shall have lease terms of not less than
three years; and (iii) at Lender's option, shall be superior or subordinate in
all respects to the lien of this Mortgage. Provided, however, that Lender shall
not require approval in advance of any Occupancy Leases which conform to the
Borrower's Form Lease (as hereinafter defined) as previously approved by Lender,
except as set forth below. Neither the right nor the exercise of the right
herein granted unto Lender to keep or perform any such covenants, agreements or
conditions as aforesaid shall preclude Lender from exercising its option to
cause the whole Loan to become immediately due and payable by reason of
Borrower's default in keeping or performing any such covenants, agreements or
conditions.

                  (c)      Lender has approved a form of Occupancy Lease to be
used by Borrower in connection with the Property (the "FORM LEASE"). Borrower
shall not, without the prior written consent of Lender, modify or alter the Form
Lease in any material respect. In addition, Borrower shall not, without the
prior written consent of Lender, surrender, terminate, modify or alter, either
orally or in writing, any Occupancy Lease now existing or hereafter made with
any Major Tenant (as hereinafter defined) for all or part of the Property,
permit an assignment or sublease of any such Occupancy Lease, or request or
consent to the subordination of any Occupancy Lease to any lien subordinate to
this Mortgage. Borrower shall furnish Lender with copies of all executed
Occupancy Leases of all or any part of the Property now existing or hereafter
made, and Borrower shall assign to Lender (which assignment shall be in form and
content acceptable to Lender), as additional security for the Note and the Loan,
all Occupancy Leases now existing or hereafter made for all or any part of the
Property.

                  (d)      Notwithstanding the foregoing approval by Lender of
Borrower's Form Lease, Lender hereby specifically reserves the right to approve
all prospective tenants under all Occupancy Leases hereafter proposed to be made
if either: (i) the term thereof, excluding options to renew the same, exceeds
five years; or (ii) the net rentable area to be occupied thereunder, including
expansion options, exceeds ten percent (10%) of the net leasable area of each of
the buildings comprising the Improvements (the tenants under such leases being
hereinafter referred to as "MAJOR TENANTS"). Borrower shall notify Lender in
writing of all prospective Major Tenants, and shall deliver to Lender, at
Borrower's sole cost and expense, a copy of the prospective Major Tenant's
current financial statement and the most recent Dun & Bradstreet credit report
on said prospective Major Tenant. The financial statement delivered to Lender
hereunder shall be certified as true and correct by the Major Tenant, or, if
available, by a certified public accountant.

                                                         Oklahoma City, Oklahoma

                                       17
<PAGE>

                  (e)      In no event shall Borrower exercise any right to
relocate any tenant outside the Property pursuant to any right set forth in an
Occupancy Lease without the prior written consent of Lender.


         13.      MAINTENANCE OF PARKING & ACCESS PROHIBITION AGAINST
ALTERATION; SEPARATE TAX LOT.

                  (a)      Borrower shall construct, keep and constantly
maintain, as the case may be, all curbs, drives, parking areas and the number of
parking spaces heretofore approved by Lender, or heretofore or hereafter
required by any Laws or any governmental body, agency or authority having
jurisdiction over Borrower or the Property, and as required by the terms of the
Occupancy Leases, and not to alter, erect, build or construct upon any portion
of the Property, any building, structure or improvement of any kind whatsoever,
the erection, building or construction of which has not been previously approved
by Lender in writing, which approval shall be at the sole discretion of Lender.

                  (b)      Borrower shall cause the Property to remain
separately assessed for real estate tax purposes as a separate tax lot or lots.

         14.      EXECUTION OF ADDITIONAL DOCUMENTS. Borrower shall do, make,
execute, acknowledge, witness and deliver all deeds, conveyances, mortgages,
deeds of trust, assignments, estoppel certificates, subordination
non-disturbance and attornments, notices of assignments, transfers, assurances,
security agreements, financing statements and renewals thereof, and all other
instruments or other acts necessary, as Lender shall from time to time require
for the purpose of better assuring, conveying, assigning, transferring, securing
and confirming unto Lender the Property and rights hereby encumbered, created,
conveyed, assigned or intended now or hereafter so to be encumbered, created,
conveyed or assigned, or which Borrower may now be or may hereafter become bound
to encumber, create, convey or assign to Lender, or for the purpose of carrying
out the intention or facilitating the performance of the terms of this Mortgage,
or for filing, registering or recording this Mortgage, and to pay all filing,
registration or recording fees and all taxes, costs and other expenses,
including Reasonable Attorneys' Fees, incident to the preparation, execution,
acknowledgment, delivery and recordation of any of the same. By signing this
Mortgage, Borrower authorizes Lender to file such financing statements, with or
without the signature of Borrower, as Lender may elect, as may be necessary or
desirable to perfect the lien of Lender's security interest in the Fixtures and
Personal Property. Without limiting any other provision herein, Borrower hereby
authorizes Lender to file one or more financing statements and any renewal or
continuation statements thereof, describing the Property and the proceeds of the
Property, including, without limitation, a financing statement covering "all
assets of Borrower all proceeds therefrom, and all rights and privileges with
respect thereto." Borrower further authorizes Lender to file, with or without
any additional signature from Borrower, as Lender may elect, such amendments and
continuation statements as Lender may deem

                                                         Oklahoma City, Oklahoma

                                       18
<PAGE>

necessary or desirable from time to time to perfect or continue the lien of
Lender's security interest in the Fixtures and Personal Property. Borrower
hereby ratifies any financing statements that may have been filed by Lender in
advance of the date hereof to perfect Lender's security interest in the Fixtures
and Personal Property.

         15.      AFTER-ACQUIRED PROPERTY SECURED. Borrower shall subject to the
lien of this Mortgage all right, title and interest of Borrower in and to all
extensions, improvements, betterments, renewals, substitutions and replacements
of, and all additions and appurtenances to, the Property hereinabove described,
hereafter acquired by or released to Borrower, or constructed, assembled or
placed by Borrower on the Real Property, and all conversions of the security
constituted thereby, immediately upon such acquisition, release, construction,
assembling, placement or conversion, as the case may be, and in each such case,
without any further mortgage, deed of trust, encumbrance, conveyance, assignment
or other act by Borrower, as fully, completely and with the same effect as
though now owned by Borrower and specifically described herein, but at any and
all times, Borrower will execute and deliver to Lender any and all such further
assurances, mortgages, deeds of trust, conveyances, security agreements,
financing statements or assignments thereof or security interests therein as
Lender may reasonably require for the purpose of expressly and specifically
subjecting the same to the lien of this Mortgage.

         16.      PAYMENTS BY LENDER ON BEHALF OF BORROWER. Borrower shall make
payment of any taxes, assessments or public charges on or with respect to the
Property before the same shall become delinquent, or to make payment of any
insurance premiums or other charges, impositions, or liens herein or elsewhere
required to be paid by Borrower, or if Borrower shall fail so to do, then
Lender, at its sole option, but without obligation to do so, may make payment or
payments of the same and also may redeem the Property from tax sale without any
obligation to inquire into the validity of such taxes, assessments, charges,
impositions or liens. In the case of any such payment by Lender, Borrower agrees
to reimburse Lender, upon demand therefor, the amount of such payment and of any
fees and expenses attendant in making the same, together with interest thereon
at the lesser of either: (a) the highest rate of interest then allowed by the
Laws of the State or, if controlling, the Laws of the United States, or (b) the
then applicable interest rate of the Note plus five hundred (500) basis points
per annum; and until paid such amounts and interest shall be added to and become
part of the Loan to the same extent that this Mortgage secures the repayment of
the Loan. In making payments authorized by the provisions of this Section 16,
Lender may do so whenever, in Lender's sole judgment and discretion, such
advance or advances are necessary or desirable to protect the full security
intended to be afforded by this Mortgage. Neither the right nor the exercise of
the rights herein granted to Lender to make any such payments as aforesaid shall
preclude Lender from exercising its option to cause the Loan to become
immediately due and payable by reason of Borrower's default in making such
payments as hereinabove required.

                                                         Oklahoma City, Oklahoma

                                       19
<PAGE>

         17.      FUNDS HELD BY LENDER FOR TAXES, ASSESSMENTS, INSURANCE
PREMIUMS, AND OTHER CHARGES. In order to more fully protect the security of this
Mortgage, Borrower shall deposit with Lender, together with and in addition to
each monthly payment due on account of the Loan, an amount equal to one-twelfth
(1/12th) of the annual total of such taxes, assessments, insurance premiums and
other charges (all as estimated by Lender in its sole discretion) so that, at
least thirty (30) days prior to the due date thereof, Lender shall be able to
pay in full all such taxes, assessments, insurance premiums and other charges as
the same shall become due. Lender may hold the sums so deposited without paying
interest, commingle same with its general funds and/or apply the same to the
payment of said taxes, assessments, insurance premiums or other charges as they
become due and payable. If at any time the funds so held by Lender are
insufficient to pay such taxes, assessments, insurance premiums or other charges
as they become due and payable, Borrower shall immediately, upon Written Notice
and demand by Lender, deposit with Lender the amount of such deficiency. The
failure on the part of Borrower to do so shall entitle Lender, at Lender's sole
option, to make such payments in accordance with the rights and pursuant to the
conditions elsewhere provided in this Mortgage. Borrower hereby grants to Lender
a security interest in all funds deposited with Lender, and such funds are
hereby pledged by Borrower to Lender for the purpose of securing all
indebtedness and obligations secured by this Mortgage. Whenever any default
exists under this Mortgage, Lender may, at Lender's sole option but without an
obligation so to do, apply any funds so held by Lender pursuant to this Section
17 toward the payment of the Loan, notwithstanding the fact that the amount
owing thereon may not then be due and payable or that the Loan may otherwise be
adequately secured, in such order and manner of application as Lender may elect.

         18.      CONDEMNATION; EMINENT DOMAIN. All claims and rights of action
for, and all awards and other compensation heretofore or hereafter made to
Borrower and all subsequent owners of the Property in any taking by eminent
domain, recovery for inverse condemnation or by deed in lieu thereof, whether
permanent or temporary, of all or any part of the Property or any easement or
any appurtenance thereto, including severance and consequential damages and
change in grade of any way, street, avenue, road, alley, passage or public
place, are hereby assigned to Lender. Borrower hereby irrevocably appoints
Lender as its attorney-in-fact, coupled with an interest, and authorizes,
directs and empowers Lender, at the option of Lender as said attorney-in-fact,
on behalf of Borrower, its successors and assigns, to adjust or compromise the
claim for any such award, and alone to collect and receive the proceeds thereof,
to give proper receipts and acquittances therefor and, after deducting any
expenses of collection, Lender shall at its sole option either:

                  (a)      apply the net proceeds as a credit upon any portion
of the Loan, as selected by Lender, notwithstanding the fact that the amount
owing thereon may not then be due and payable, or that the Loan is otherwise
adequately secured. In the event Lender applies such awards to the reduction of
the outstanding Loan evidenced by the Note, such proceeds shall be applied at
par, and the monthly installments due and payable under the Note shall be

                                                         Oklahoma City, Oklahoma

                                       20
<PAGE>

reduced accordingly as calculated by Lender; however no such application shall
serve to cure an existing default of Borrower; or

                  (b)      hold said proceeds without any allowance of interest,
and make the same available for restoration or rebuilding of the Improvements.
In the event that Lender makes said proceeds available to reimburse Borrower for
the cost of the restoration or rebuilding of the Improvements on the Real
Property, such proceeds shall be made available in the manner and under the same
conditions as required under Section 8 hereof. If the proceeds are made
available by Lender to reimburse Borrower for the cost of said restoration or
rebuilding, any surplus which may remain out of said award after payment of such
cost of restoration or rebuilding, shall be applied on account of the Loan at
par notwithstanding the fact that the amount owing thereon may not then be due
and payable or that the Loan may otherwise be adequately secured.

         In the event of a taking or condemnation, provided that Borrower is not
then in default hereunder beyond the expiration of applicable notice and cure
periods, then notwithstanding any provision of this Section 18 to the contrary,
Lender shall make condemnation proceeds available for restoration of the
Property to the extent required under the terms of the Borders Lease.

         Borrower further covenants and agrees to give Lender immediate notice
of the actual or threatened commencement of any proceedings under eminent
domain, and to deliver to Lender copies of any and all papers served in
connection with any such proceedings. Borrower further covenants and agrees to
make, execute and deliver to Lender, at any time or times, upon request, free,
clear and discharged of any encumbrance of any kind whatsoever, any and all
further assignments and/or other instruments deemed necessary by Lender for the
purpose of validly and sufficiently assigning all such awards and other
compensation heretofore or hereafter made to Lender (including the assignment of
any award from the United States government at any time after the allowance of
the claim therefor, the ascertainment of the amount thereof and the issuance of
the warrant for payment thereof).

         It shall be a default hereunder if either: (i) any part of any of the
Improvements situated on the Real Property shall be condemned by any
governmental authority having jurisdiction; or (ii) lands constituting a portion
of the Real Property shall be condemned by any governmental authority having
jurisdiction, such that the remaining Property is in violation of applicable
parking, zoning, platting, or other ordinances, or fails to comply with the
terms of the Occupancy Leases with Major Tenants. In either of said events,
Lender shall be entitled to exercise any or all remedies provided or referenced
in this Mortgage or the other Loan Documents, including the application of
condemnation proceeds to the outstanding principal balance of the Note at par,
and the right to accelerate the maturity date of the Note and require payment in
full without the imposition of a Prepayment Premium (as defined in the Note).

                                                         Oklahoma City, Oklahoma

                                       21
<PAGE>

         19.      COSTS OF COLLECTION. In the event that the Note is placed in
the hands of an attorney for collection, or in the event that Lender shall
become a party either as plaintiff or as defendant, in any action, suit, appeal
or legal proceeding (including, without limitation, foreclosure, condemnation,
bankruptcy, administrative proceedings or any proceeding wherein proof of claim
is by law required to be filed), hearing, motion or application before any court
or administrative body in relation to the Property or the lien and security
interest granted or created hereby or herein, or for the recovery or protection
of the Loan or the Property, or for the foreclosure of this Mortgage, or for the
enforcement of the terms and conditions of the Loan Documents, Borrower shall
indemnify, save, defend and hold Lender harmless from and against any and all
Losses incurred by Lender on account thereof, and Borrower shall repay, on
demand, all such Losses, together with interest thereon until paid at the lesser
of either (a) the highest rate of interest then allowed by the Laws of the
State, or, if controlling, the Laws of the United States, or (b) the then
applicable rate of interest of the Note plus five hundred (500) basis points per
annum; all of which sums, if unpaid, shall be added to and become a part of the
Loan.

         20.      DEFAULT RATE. Any sums not paid when due, whether maturing by
lapse of time or by reason of acceleration under the provisions of the Note,
this Mortgage or any of the other Loan Documents, and whether principal,
interest or money owing for advancements pursuant to the terms of this Mortgage
or any other Loan Document, shall bear interest until paid at the lesser of
either (a) the highest rate of interest then allowed by the Laws of the State,
or, if controlling, the Laws of the United States, or (b) the then applicable
rate of interest of the Note plus five hundred (500) basis points per annum; all
of which sums shall be added to and become a part of the Loan.

         21.      SAVINGS CLAUSE. Notwithstanding any provisions in the Note or
in this Mortgage to the contrary, the total liability for payments in the nature
of interest, including but not limited to Prepayment Premiums, default interest
and late payment charges, shall not exceed the limits imposed by the Laws of the
State or, if controlling, the Laws of the United States, relating to maximum
allowable charges of interest. Lender shall not be entitled to receive, collect
or apply, as interest on the Loan, any amount in excess of the maximum lawful
rate of interest permitted to be charged by any Laws. In the event Lender ever
receives, collects or applies as interest any such excess, such amount which
would be excessive interest shall be applied to reduce the unpaid principal
balance of the Loan evidenced by the Note. If the unpaid principal balance of
such Loan has been paid in full, any remaining excess shall be forthwith
returned to Borrower.

         22.      BANKRUPTCY, REORGANIZATION OR ASSIGNMENT.

                  (a)      It shall be a default hereunder if Borrower or any
general partner or managing member of Borrower shall: (a) elect to dissolve or
liquidate its business organization or wind up its business affairs without
receiving the prior written approval of

                                                         Oklahoma City, Oklahoma

                                       22
<PAGE>

Lender; (b) consent to the appointment of a receiver, trustee or liquidator of
all or a substantial part of its assets; (c) be adjudicated as bankrupt or
insolvent, or file a voluntary petition in bankruptcy, or admit in writing its
inability to pay its debts as they become due; (d) make a general assignment for
the benefit of creditors; (e) file a petition under or take advantage of any
insolvency law; (f) file an answer admitting the material allegations of a
petition filed against Borrower or any general partner or managing member of
Borrower in any bankruptcy, reorganization or insolvency proceeding, or fail to
cause the dismissal of such petition within thirty (30) days after the filing of
said petition; (g) take action for the purpose of effecting any of the
foregoing; or (h) if any order, judgment or decree shall be entered upon an
application of a creditor of Borrower or any general partner or managing member
of Borrower by a court of competent jurisdiction approving a petition seeking
appointment of a receiver or trustee of all or a substantial part of Borrower's
assets or any of Borrower's general partner's or managing member's assets and
such order, judgment or decree shall continue unstayed and in effect for a
period of thirty (30) days.

                  (b)      Borrower covenants and agrees that it has not and
shall not:

                           (i)      engage in any business or activity other
         than the acquisition, ownership, operation and maintenance of the
         Property, and activities incidental thereto;

                           (ii)     acquire or own any material asset other than
         (1) the Property, and (2) such incidental Fixtures and Personal
         Property as may be necessary for the operation of the Property;

                           (iii)    merge into or consolidate with any person or
         entity or dissolve, terminate or liquidate in whole or in part,
         transfer or otherwise dispose of all or substantially all of its assets
         or change its legal structure, without in each case Lender's consent;

                           (iv)     fail to preserve its existence as an entity
         duly organized, validly existing and in good standing under the laws of
         the jurisdiction of its organization or formation, or without the prior
         written consent of Lender, amend, modify, terminate or fail to comply
         with the provisions of Borrower's Governing Documents (as hereafter
         defined);

                           (v)      own any subsidiary or make any investment in
         or acquire the obligations or securities of any other person or entity
         without the consent of Lender;

                           (vi)     commingle its assets with the assets of any
         of its partner, members, shareholders, affiliates, or of any other
         person or entity or transfer any assets to any such person or entity
         other than distributions on account of equity interests in the Borrower
         permitted hereunder and properly accounted for;

                                                         Oklahoma City, Oklahoma

                                       23
<PAGE>

                           (vii)    incur any debt, secured or unsecured, direct
         or contingent (including guaranteeing any obligation, other than the
         Affiliate Loans), other than the Loan, except unsecured trade and
         operational debt incurred with trade creditors in the ordinary course
         of its business of owning and operating the Property in such amounts as
         are normal and reasonable under the circumstances, provided that such
         debt is not evidenced by a note and is paid when due and provided in
         any event the outstanding principal balance of such debt shall not
         exceed at any one time 1% of the outstanding Loan. Borrower shall not
         be deemed in default of the foregoing restrictions by virtue of any
         guaranty or cross default agreement delivered by Borrower with respect
         to the Affiliate Loans;

                           (viii)   allow any person or entity to pay its debts
         and liabilities (except a Guarantor (as hereinafter defined) - or in
         connection with the cross-default and cross collateralization of the
         Affiliate Loans) or fail to pay its debts and liabilities solely from
         its own assets;

                           (ix)     fail to maintain its records, books of
         account and bank accounts separate and apart from those of the
         shareholders, partners, members, principals and affiliates of Borrower,
         the affiliates of a shareholder, partner or member of Borrower, and any
         other person or entity or fail to prepare and maintain its own
         financial statements in accordance with generally accepted accounting
         principles and susceptible to audit, or if such financial statements
         are consolidated fail to cause such financial statements to contain
         footnotes disclosing that the Property is actually owned by the
         Borrower;

                           (x)      enter into any contract or agreement with
         any shareholder, partner, member, principal or affiliate of Borrower,
         any guarantor of all or a portion of the Loan (a "GUARANTOR") or any
         shareholder, partner, member, principal or affiliate thereof, except
         upon terms and conditions that are intrinsically fair and substantially
         similar to those that would be available on an arms-length basis with
         third parties other than any shareholder, partner, member, principal or
         affiliate of Borrower or Guarantor, or any shareholder, partner,
         member, principal or affiliate thereof;

                           (xi)     seek dissolution or winding up, in whole or
         in part;

                           (xii)    fail to correct any known misunderstandings
         regarding the separate identity of Borrower;

                           (xiii)   hold itself out to be responsible or pledge
         its assets or credit worthiness for the debts of another person or
         entity or allow any person or entity to hold itself out to be
         responsible or pledge its assets or credit worthiness for the debts of
         the Borrower (except for a Guarantor);

                                                         Oklahoma City, Oklahoma

                                       24
<PAGE>

                           (xiv)    make any loans or advances to any third
         party, including any shareholder, partner, member, principal or
         affiliate of Borrower, or any shareholder, partner, member, principal
         or affiliate thereof, except as may be required in connection with the
         cross default and cross collateralization of the Affiliate Loans;

                           (xv)     fail to file its own tax returns, if
         required under applicable law, or to use separate contracts, purchase
         orders, stationary, invoices and checks, except that Borrower may file
         a consolidated tax return with Agree Limited Partnership for reporting
         purposes;

                           (xvi)    fail either to hold itself out to the public
         as a legal entity separate and distinct from any other entity or person
         or to conduct its business solely in its own name in order not (1) to
         mislead others as to the entity with which such other party is
         transacting business, or (2) to suggest that Borrower is responsible
         for the debts of any third party (including any shareholder, partner,
         member, principal or affiliate of Borrower, or any shareholder,
         partner, member, principal or affiliate thereof);

                           (xvii)   fail to allocate fairly and reasonably among
         Borrower and any third party (including, without limitation, any
         Guarantor) any overhead for common employees, shared office space or
         other overhead and administrative expenses;

                           (xviii)  allow any person or entity to pay the
         salaries of its own employees or fail to maintain a sufficient number
         of employees for its contemplated business operations;

                           (xix)    fail to maintain adequate capital for the
         normal obligations reasonably foreseeable in a business of its size and
         character and in light of its contemplated business operations;

                           (xx)     share any common logo with or hold itself
         out as or be considered as a department or division of (1) any
         shareholder, partner, principal, member or affiliate of Borrower, (2)
         any affiliate of a shareholder, partner, principal, member or affiliate
         of Borrower, or (3) any other person or entity or allow any person or
         entity to identify the Borrower as a department or division of that
         person or entity; or

                           (xxi)    conceal assets from any creditor, or enter
         into any transaction with the intent to hinder, delay or defraud
         creditors of the Borrower or the creditors of any other person or
         entity;

                                                         Oklahoma City, Oklahoma

                                       25
<PAGE>

         23.      TIME IS OF THE ESSENCE; MONETARY AND NON-MONETARY DEFAULTS. It
is understood by Borrower that time is of the essence hereof in connection with
all obligations of Borrower herein and any of the other Loan Documents.

         Lender, at its sole option, may declare the Loan, as well as all other
monies secured or evidenced hereby or by any of the other Loan Documents,
including, without limitation, all Prepayment Premiums (to the extent permitted
by the Laws of the State) and late payment charges, to be in default and
forthwith due and payable, in the event:

                           (1)      Borrower defaults in the payment of any
         monthly installment of the Note, whether of principal or interest, or
         both, or in the payment of any other sums of money referred to herein
         or in the Note, the Borrower Cross-Default Guaranty or in any of the
         other Loan Documents, promptly and fully when the same shall be due,
         without notice or demand from Lender to Borrower in regard to such
         Monetary Default (as hereinafter defined), and any such Monetary
         Default remains uncured for a period of five (5) days after Written
         Notice thereof has been given by Lender to Borrower, unless Lender has
         previously given Borrower such Written Notice for a failure to pay in
         the then-current Loan Year (as defined in the Note), in which event no
         such notice need be given and no right to cure need be afforded
         Borrower as to any further Monetary Default during such Loan Year.

                           (2)      Borrower breaches or defaults on any of the
         terms, covenants, conditions and agreements of the Note, the Borrower
         Cross-Default Guaranty, this Mortgage, or any other Loan Documents; or
         in the event that each and every one of said terms, covenants,
         conditions and agreements is not otherwise either duly, promptly and
         fully discharged or performed, and any such Non-Monetary Default (as
         hereinafter defined) remains uncured for a period of thirty (30) days
         after Written Notice thereof has been delivered from Lender to
         Borrower; unless such Non-Monetary Default cannot be cured within said
         thirty (30) day period, in which event Borrower shall have a reasonable
         period of time to complete cure, provided that action to cure such
         Non-Monetary Default is promptly commenced within said thirty (30) day
         period, and Borrower is, in Lender's sole judgment, not diminishing or
         impairing the value of the Property, and is diligently pursuing a cure
         to completion, but in no event longer than ninety (90) days.

                           (3)      Any representation or warranty of Borrower
         or of its members, general partners, principals, affiliates, agents or
         employees, or of any Guarantor made herein or in or in any other Loan
         Document, in any guaranty, 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.

                                                         Oklahoma City, Oklahoma

                                       26
<PAGE>

                           (4)      Any 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.

                           (5)      If Borrower consummates a transaction which
         would cause this Mortgage or Lender's exercise of its rights under this
         Mortgage, the Note or the other Loan Documents to constitute a
         nonexempt prohibited transaction under ERISA or result in a violation
         of a state statute regulating governmental plans, subjecting Lender to
         liability for a violation of ERISA or a state statute.

                           (6)      Any default occurs in the performance of any
         covenant or obligation of Borrower or any other party under any
         indemnity or guaranty delivered to Lender in connection with the Loan
         and such default continues beyond the expiration of applicable notice
         and cure periods.

                           (7)      Any default occurs under any Affiliate Loan
         which default continues beyond the expiration of applicable notice and
         cure periods.

         Upon the occurrence of any one of the above events, and at the option
of Lender, the principal of and the interest accrued on the Loan and all other
sums secured by this Mortgage and the other Loan Documents shall immediately
become due and payable as if all of said sums of money were originally
stipulated to be paid on such day. In addition, Lender may avail itself of all
rights and remedies provided by law or equity, and may foreclose or prosecute a
suit at law or in equity as if all monies secured hereby had matured prior to
its institution, anything in this Mortgage or any of the other Loan Documents to
the contrary notwithstanding. Lender shall have no obligation to give Borrower
notice of, or any period to cure, any Monetary Default or any Incurable Default
(as hereinafter defined) prior to exercising its rights, powers, privileges and
remedies.

         As used herein, the term "MONETARY DEFAULT" shall mean any default
which can be cured by the payment of money such as, but not limited to, the
payment of principal and interest due under the Note, or the payment of taxes,
assessments and insurance premiums when due as provided in this Mortgage. As
used herein, the term "NON-MONETARY DEFAULT" shall mean any default that is not
a Monetary Default or an Incurable Default. As used herein, the term "INCURABLE
DEFAULT" shall mean either: (i) any voluntary or involuntary sale, assignment,
mortgaging, encumbering or transfer in violation of the covenants contained
herein or any of the other Loan Documents; or (ii) if Borrower, or any person or
entity comprising Borrower or any guarantor or indemnitor of the Loan, should
breach any of the provisions of Section 22.

                                                         Oklahoma City, Oklahoma

                                       27
<PAGE>

         24.      FORECLOSURE. Upon the occurrence of a default hereunder,
Lender may institute an action to foreclose this Mortgage as to the amount so
declared due and payable, and thereupon the Property (or any portion thereof)
shall be sold according to law to satisfy and pay the same, together with all
costs, expenses and allowances thereof, including, without limitation,
Reasonable Attorneys' Fees. The Property may be sold in one parcel, several
parcels or groups of parcels, and Lender shall be entitled to bid at the sale,
and, if Lender is the highest bidder for the Property or any part or parts
thereof, Lender shall be entitled to purchase the same. The failure or omission
on the part of Lender to exercise the option for acceleration of maturity of the
Note and foreclosure of this Mortgage following any default as aforesaid or to
exercise any other option or remedy granted hereunder to Lender when entitled to
do so in any one or more instances, or the acceptance by Lender of partial
payment of the Loan, whether before or subsequent to Borrower's default
hereunder, shall not constitute a waiver of any such default or the right to
exercise any such option or remedy, but such option or remedy shall remain
continuously in force. Acceleration of the maturity of the Note, once claimed
hereunder by Lender, at the option of Lender, may be rescinded by written
acknowledgment to that effect by Lender, but the tender and acceptance of
partial payments alone shall not in any way either affect or rescind such
acceleration of maturity, nor act as a waiver, accord and satisfaction,
modification, novation or similar defense.

         25.      UCC REMEDIES.

                  (a)      This Mortgage constitutes a Security Agreement under
the UCC with respect to any part of the Property that may or might now or
hereafter be or be deemed to be personal property, fixtures or property other
than real estate, and the following provisions of this section shall not limit
the generality or applicability of any other provision of this Mortgage but
shall be in addition thereto:

                           (1)      No financing statement covering any of the
         Property or any proceeds thereof is on file in any public office; and
         Borrower will, at its cost and expense, upon demand, furnish to Lender
         such further information and will execute and deliver to Lender such
         financing statements and other documents in form reasonably
         satisfactory to Lender and will do all such acts and things as Lender
         may at any time or from time to time reasonably request or as may be
         reasonably necessary or appropriate to establish and maintain a
         perfected security interest in the Property as security for the Loan,
         subject to no adverse liens or encumbrances; and Borrower will pay the
         cost of filing the same or filing or recording such financing
         statements or other documents and this instrument in all public offices
         wherever filing or recording is deemed by Lender to be necessary or
         desirable;

                           (2)      The terms and provisions contained in this
         section and in Section 25(b) of this Mortgage shall, unless the context
         otherwise requires, have the meanings and be construed as provided in
         the UCC;

                                                         Oklahoma City, Oklahoma

                                       28
<PAGE>

                           (3)      This Mortgage constitutes a security
         agreement and financing statement under the UCC with respect to the
         Property. As such, this Mortgage covers any portion of the Property
         that is personal property including all items which are to become
         fixtures. Borrower is the "Debtor" and Lender is the "Secured Party"
         (as those terms are defined and used in the UCC) insofar as this
         Mortgage constitutes a financing statement.

                  (b)      Upon the occurrence of a default, Lender may exercise
its rights of enforcement with respect to the Fixtures and Personal Property
under the UCC, and in conjunction with, in addition to or in substitution for
those rights and remedies:

                           (1)      Written Notice mailed to Borrower as
         provided herein ten (10) days prior to the date of public sale of the
         Fixtures and Personal Property or prior to the date after which private
         sale of the Fixtures and Personal Property will be made shall
         constitute reasonable notice;

                           (2)      any sale made pursuant to the provisions of
         this Section shall be deemed to have been a public sale conducted in a
         commercially reasonable manner if held contemporaneously with the sale
         of the Mortgaged Property under power of sale as provided herein upon
         giving the same notice with respect to the sale of the Fixtures and
         Personal Property hereunder as is required for such sale of the
         Mortgaged Property under power of sale;

                           (3)      in the event of a foreclosure sale, whether
         made under the terms hereof, or under judgment of a court, the Fixtures
         and Personal Property and the Mortgaged Property may, at the option of
         Lender, be sold as a whole;

                           (4)      it shall not be necessary that Lender take
         possession of the Fixtures and Personal Property or any part thereof
         prior to the time that any sale pursuant to the provisions of this
         Section is conducted and it shall not be necessary that the Fixtures
         and Personal Property or any part thereof be present at the location of
         such sale;

                           (5)      prior to application of proceeds of
         disposition of the Fixtures and Personal Property to the secured
         indebtedness, such proceeds shall be applied to the reasonable expenses
         of retaking, holding, preparing for sale or lease, selling, leasing and
         the like and the Reasonable Attorneys' Fees and other legal expenses
         incurred by Lender;

                           (6)      any and all statements of fact or other
         recitals made in any bill of sale or assignment or other instrument
         evidencing any foreclosure sale hereunder as to nonpayment of the
         indebtedness or as to the occurrence of any default, or as to Lender

                                                         Oklahoma City, Oklahoma

                                       29
<PAGE>

         having declared all of such indebtedness to be due and payable, or as
         to notice of time, place and terms of sale and of the properties to be
         sold having been duly given, or as to any other act or thing having
         been duly done by Lender, shall be taken as prima facie evidence of the
         truth of the facts so stated and recited;

                           (7)      Lender may appoint or delegate any one or
         more persons as agent to perform any act or acts necessary or incident
         to any sale held by Lender, including the sending of notices and the
         conduct of the sale, but in the name and on behalf of Lender; and

                           (8)      this Mortgage covers Goods (as defined by
         the UCC) which are or are to become Fixtures related to the Real
         Property, and covers As-Extracted Collateral related to the Real
         Property. A carbon, photographic or other reproduction of this Mortgage
         or of any financing statement relating to this Mortgage shall be
         sufficient as a financing statement. This Mortgage shall be effective
         as a financing statement filed as a fixture filing with respect to all
         fixtures included within the Property and is to be filed for record in
         the real estate records in the Office of the County Clerk where the
         Property (including said fixtures) is situated. This Mortgage shall
         also be effective as a financing statement As-Extracted Collateral with
         respect to all As-Extracted Collateral included within the Real
         Property (including, without limitation, all oil, gas, other minerals,
         and other substances of value which may be extracted from the earth and
         all accounts arising out of the sale at the wellhead or minehead
         thereof), and is to be filed for record in the real estate records of
         the county where the Property is situated. The mailing address of
         Borrower is set forth in Section 43 of this Mortgage and the address of
         Lender from which information concerning the security interest may be
         obtained is the address of Lender set forth in Section 43 of this
         Mortgage.

         26.      PROTECTION OF LENDER'S SECURITY. At any time after default
hereunder, Lender, or Lender's agents or contractors, is authorized, without
notice and in Lender's sole discretion, to enter upon and take possession of the
Property or any part thereof, and to perform any acts which Lender deems
necessary or proper to conserve the security interest herein intended to be
provided by the Property, to operate any business or businesses conducted
thereon, and to collect and receive all Rents thereof and therefrom, including
those past due as well as those accruing thereafter.

         27.      APPOINTMENT OF RECEIVER. If, at any time after a default
hereunder, Lender deems, in Lender's sole discretion, that a receivership may be
necessary to protect the Property or its Rents, whether before or after maturity
of the Note and whether before or at the time of or after the institution of
foreclosure or suit to collect the Loan or to enforce this Mortgage or any of
the other Loan Documents, Lender, as a matter of strict right and regardless of
the value of the Property or the amounts due hereunder or secured hereby, or of

                                                         Oklahoma City, Oklahoma

                                       30
<PAGE>

the solvency of any party bound for the payment of such indebtedness, shall have
the right, upon ex parte application and without notice to anyone, and by any
court having jurisdiction, to the appointment of a receiver to take charge of,
manage, preserve, protect and operate the Property, to collect the Rents
thereof, to make all necessary and needful repairs, and to pay all taxes,
assessments, insurance premiums and other such charges against and expenses of
the Property, and to do such other acts as may by such court be authorized and
directed, and after payment of the expenses of the receivership and the
management of the Property, to apply the net proceeds of such receivership in
reduction of the Loan or in such other manner as the said court shall direct
notwithstanding the fact that the amount owing thereon may not then be due and
payable or the said Loan is otherwise adequately secured. Such receivership
shall, at the option of Lender, continue until full payment of all sums hereby
secured or until title to the Property shall have passed by sale under this
Mortgage. Borrower hereby specifically waives its right to object to the
appointment of a receiver as aforesaid, and hereby expressly agrees that such
appointment shall be made as an admitted equity and as a matter of absolute
right to Lender.

         28.      RIGHTS AND REMEDIES CUMULATIVE; FORBEARANCE NOT A WAIVER. The
rights and remedies herein provided are cumulative, and Lender, as the holder of
the Note and of every other obligation secured hereby, may recover judgment
thereon, issue execution therefor and resort to every other right or remedy
available at law or in equity, without first exhausting any right or remedy
available to Lender and without affecting or impairing the security of any right
or remedy afforded hereby, and no enumeration of special rights or powers by any
provisions hereof shall be construed to limit any grant of general rights or
powers, or to take away or limit any and all rights granted to or vested in
Lender by law or equity. Borrower further agrees that no delay or omission on
the part of Lender to exercise any rights or powers accruing to it hereunder
shall impair any such right or power, or shall be construed to be a waiver of
any such default hereunder or an acquiescence therein; and every right, power
and remedy granted herein or by law or equity to Lender may be exercised from
time to time as often as Lender deems expedient.

         Lender may resort to any security given by this Mortgage or to any
other security now existing or hereafter given to secure the payment of the
Loan, in whole or in part, and in such portions and in such order as may seem
best to Lender in its sole discretion, and any such action shall not be
considered as a waiver of any of the rights, benefits, liens or security
interests evidenced by this Mortgage. To the full extent Borrower may do so,
Borrower agrees that Borrower will not at any time insist upon, plead, claim or
take the benefit or advantage of any law now or hereafter in force pertaining to
the rights and remedies of sureties or providing for any stay, extension or
redemption, and Borrower, for Borrower and Borrower's heirs, devisees,
representatives, successors and assigns, and for any and all persons ever
claiming any interest in the Property, to the extent permitted by law, hereby
waives and releases all rights of redemption, stay of execution, notice of
intention to mature or declare due the whole of the

                                                         Oklahoma City, Oklahoma

                                       31
<PAGE>

secured indebtedness, notice of election to mature or declare due the whole of
the secured indebtedness and all rights to a marshaling of the assets of
Borrower, including the Property, or to a sale in inverse order of alienation in
the event of foreclosure of the liens and security interests hereby created.
Borrower shall not have or assert any right under any statute or rule of law
pertaining to the marshaling of assets, sale in inverse order of alienation, the
exemption of homestead, the administration of estates of decedents or other
matters whatever to defeat, reduce or affect the right of Lender under the terms
of this Mortgage to a sale of the Property for the collection of the secured
indebtedness without any prior or different resort for collection, or the right
of Lender under the terms of this Mortgage to the payment of such indebtedness
out of the proceeds of sale of the Property in preference to every other
claimant whatever. If any law referred to in this Section and now in force, of
which Borrower or Borrower's heirs, devisees, representatives, successors and
assigns and such other persons claiming any interest in the Property might take
advantage despite this Section, shall hereafter be repealed or cease to be in
force, such law shall not thereafter be deemed to preclude the application of
this Section.

         29.      MODIFICATION NOT AN IMPAIRMENT OF SECURITY. Lender, without
notice and without regard to the consideration, if any, paid therefor, and
notwithstanding the existence at that time of any inferior mortgages, deeds of
trust, or other liens thereon, may release any part of the security described
herein, or may release any person or entity liable for the Loan without in any
way affecting the priority of this Mortgage, to the full extent of the Loan
remaining unpaid hereunder, upon any part of the security not expressly
released. Lender may, at its option and within Lender's sole discretion, also
agree with any party obligated on the Loan, or having any interest in the
security described herein, to extend the time for payment of any part or all of
the Loan, and such agreement shall not, in any way, release or impair this
Mortgage, but shall extend the same as against the title of all parties having
any interest in said security, which interest is subject to this Mortgage.

         30.      PROPERTY MANAGEMENT AND LEASING. The exclusive manager of the
Property shall be Borrower, or such other manager as may be first approved in
writing by Lender. The exclusive leasing agent of the Property, if other than
Borrower or the foregoing party, shall be first approved in writing by Lender.
The management and leasing contracts (or in the absence of any such written
contract, a letter so stating and further identifying the name of the person or
entity charged with the responsibility for managing and/or leasing the Property)
shall be subordinate to this Mortgage, and satisfactory to and subject to the
prior written approval of Lender throughout the term of the Loan. Upon default
in either of these requirements, then the whole of the Loan hereby secured
shall, at the election of Lender, become immediately due and payable, together
with any Prepayment Premium, late payment charges and all other sums required by
the Note or the other Loan Documents, and Lender shall be entitled to exercise
any or all remedies provided for or referenced in this Mortgage.

         31.      MODIFICATION NOT A WAIVER. In the event Lender (a) releases,
as aforesaid, any part of the security described herein or any person or entity
liable for the Loan;

                                                         Oklahoma City, Oklahoma

                                       32
<PAGE>

(b) grants an extension of time for the payment of the Note; (c) takes other or
additional security for the payment of the Note; or (d) waives or fails to
exercise any rights granted herein, in the Note, or any of the other Loan
Documents, any said act or omission shall not release Borrower, subsequent
purchasers of the Property or any part thereof, or makers, sureties, endorsers
or guarantors of the Note, if any, from any obligation or any covenant of this
Mortgage, the Note or any of the other Loan Documents, nor preclude Lender from
exercising any right, power or privilege herein granted or intended to be
granted in the event of any other default then made, or any subsequent default.

         32.      TRANSFER OF PROPERTY OR CONTROLLING INTEREST IN BORROWER;
ASSUMPTION. Except as set forth in Section 38(b) hereof, without the prior
written consent of Lender, the sale, transfer, assignment or conveyance of all
or any portion of the Property, or the transfer, assignment or conveyance of a
controlling interest in Borrower or its general partner or managing member, or
any guarantor, whether voluntary or by operation of law, without the prior
written consent of Lender, shall constitute a default hereunder, and entitle
Lender, at Lender's sole option, to accelerate all sums due on the Note,
together with any Prepayment Premiums (to the extent permitted by the Laws of
the State), late payment charges or any other amounts secured hereby. Lender
may, however, elect to waive the option to accelerate granted hereunder if,
prior to any such sale, transfer, assignment or conveyance of the Property, the
following conditions shall be fully satisfied: (a) Lender acknowledges in
writing that, in Lender's sole discretion, the creditworthiness of the proposed
transferee and the ability and experience of the proposed transferee to operate
the Property are satisfactory to Lender, (b) Lender and the proposed transferee
shall enter into an agreement in writing that (i) the rate of interest payable
on the Loan shall be at such rate as Lender shall determine, (ii) the repayment
schedule as set forth in the Note shall be modified by Lender, in Lender's sole
discretion, to initiate amortization or modify the existing amortization
schedule in order to amortize the then remaining unpaid principal balance of the
Note over a period of time as determined by Lender, in Lender's sole discretion,
without a change in the maturity date of the Note, and (iii) the proposed
transferee shall assume all obligations of Borrower under the Note, this
Mortgage and the other Loan Documents in writing and an assumption fee, to be
determined by Lender in Lender's sole discretion, may be charged by Lender; (c)
Lender shall receive, for Lender's review and approval, copies of all transfer
documents; and (d) Borrower or the transferee shall pay all costs and expenses
in connection with such transfer and assumption, including, without limitation,
all fees and expenses incurred by Lender.

         Borrower, or any subsequent owner of the Property or any portion
thereof, shall do all things necessary to preserve and keep in full force and
effect its and their legal existence, franchises, rights and privileges as a
corporation, partnership or limited liability company, as the case may be, under
the laws of the State of its formation and its right to own property and
transact business in the State. It shall be a default hereunder if Borrower, or
any subsequent owner of the Property or any portion thereof, shall amend,
modify, transfer, assign or terminate the applicable governing documents for
such entity, including its partnership

                                                         Oklahoma City, Oklahoma

                                       33
<PAGE>

agreement, certificate of partnership, operating agreement, articles of
organization, regulations, articles of incorporation or bylaws, as the case may
be (as applicable, the "GOVERNING DOCUMENTS"), of Borrower or such subsequent
owner without the prior written consent of Lender. Borrower, or such subsequent
owner of the Property, shall provide Lender with copies of any proposed
amendment to its applicable Governing Documents, so that Lender may, in Lender's
sole discretion, determine whether such amendment adversely affects Lender, the
Property or the security value thereof. Provided, however, that any amendment,
modification, transfer, assignment or termination of Borrower's applicable
Governing Documents or any other action pursuant to which the current general
partner or managing member of Borrower shall either: (i) cease to be the general
partner or managing member of Borrower; or (ii) except to the extent permitted
herein, cease to own or maintain a partnership or membership interest in
Borrower equal to or greater than its partnership or membership interest at the
time this Mortgage is executed, shall be deemed to have a material adverse
effect upon Lender and the Property, and shall be a default hereunder.

         Borrower shall not change its name or identity in any manner which may
make any financing or continuation statement filed in connection with the Loan
seriously misleading within the meaning of the UCC enacted in the State or
change its jurisdiction of organization unless Borrower shall have delivered to
Lender written notice thereof not less than 30 days before the effective date of
such change and shall have taken all action which Lender determines to be
reasonably necessary or desirable to confirm and protect Lender's security
interests and rights under this Mortgage and the perfection and priority
thereof. Borrower will not change its principal places of business unless it
shall have given Lender prior written notice of its intent to do so not less
than thirty (30) days in advance of the effective date of such change. Borrower
shall bear all costs incurred by Lender in connection with any such change
including, without limitation, Reasonable Attorney's Fees.

         In the event the ownership of the Property, or any part thereof, shall
become vested in a person or entity other than Borrower, whether with or without
the prior written consent of Lender, Lender may, without notice to Borrower,
deal with such successor or successors in interest with reference to the
Property, this Mortgage and the other Loan Documents, in the same manner and to
the same extent as with Borrower without in any way vitiating or discharging
Borrower's liability hereunder or under any of the Loan Documents. No sale,
transfer or conveyance of the Property, no forbearance on the part of Lender and
no extension of time given by Lender to Borrower for the payment of the Note
shall operate to release, discharge, modify, change or affect the original
liability of Borrower, either in whole or in part, unless expressly set forth in
writing executed by Lender. Notwithstanding anything contained herein to the
contrary, Borrower hereby waives any right it now has or may hereafter have to
require Lender to prove an impairment of its security as a condition to the
exercise of Lender's rights under this Section 32.

                                                         Oklahoma City, Oklahoma

                                       34
<PAGE>

         A sale, transfer, assignment or conveyance within the meaning of this
Section shall be deemed to include, but not be limited to, (a) an installment
sales agreement wherein Borrower agrees to sell the Property or any part thereof
for a price to be paid in installments; (b) an agreement by Borrower leasing all
or a substantial part of the Property for other than actual occupancy by a
tenant under an Occupancy Lease 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; (c) if Borrower, any guarantor, any indemnitor, or
any general partner or managing member of Borrower, is a corporation, the
voluntary or involuntary sale, conveyance, transfer or pledge of such
corporation's stock (or the stock of any corporation directly or indirectly
controlling such corporation by operation of law or otherwise), or the creation
or issuance of new stock by which an aggregate of more than ten percent (10%) of
such corporation's stock shall be vested in a party or parties who are not now
stockholders; and (d) if Borrower, any guarantor, indemnitor, or any general
partner or managing member of Borrower, is a limited partnership, general
partnership, limited liability partnership, limited liability company, or joint
venture, the change, removal or resignation of a general partner, managing
partner, or member, or the transfer or pledge of the interest of any general
partner, managing partner, or member or any profits or proceeds relating to such
interest. Nothing in this Mortgage shall be construed to limit or restrict the
transfer of shares of Agree Realty Corporation.

         Notwithstanding anything contained in this Section 32 to the contrary,
as long as no default, or event which, with notice or the passage of time or
both, could result in a default, has occurred hereunder, under the Note or any
of the other Loan Documents, Lender shall permit one (1) bona fide arm's length
transfer of the Property to another borrowing entity without a change in the
terms of the Loan; provided, however, that no such transfer shall be valid or
permitted hereunder unless: (i) Lender receives prior Written Notice of such
proposed transfer; (ii) such proposed transferee and any substitute guarantor
has been approved in writing by Lender (taking into consideration such factors
as transferee's creditworthiness, business experience, financial condition and
managerial capabilities); (iii) the transferee's (and its sole general partner's
or managing member's) single purpose and bankruptcy remote character are
satisfactory to Lender in its sole discretion; (iv) Lender has obtained such
other legal opinions regarding substantive consolidation issues, enforceability
of the assumption documents, no adverse impact on the Securities or any REMIC
holding the Note and similar matters as Lender may require, (v) the execution
and delivery to Lender of a written assumption agreement covering the Note this
Mortage, the Borrower Cross-Default Guaranty and the other Loan Documents and/or
substitute guaranty (in Lender's sole and absolute discretion) and such
modifications to the Loan Documents executed by such parties and containing such
terms and conditions as Lender may require in its sole and absolute discretion
prior to such sale or transfer (provided that in the event the Loan is included
in a REMIC and is a performing Loan, no modification to the terms and conditions
shall be made or permitted that would cause (A) any adverse tax consequences to
the REMIC or any holders of any Mortgage-Backed Pass-Through Securities, (B)
this Mortgage to fail to be a Qualifying Security Instrument under applicable
federal law relating to REMIC's, or (C) result in a

                                                         Oklahoma City, Oklahoma

                                       35
<PAGE>

taxation of the income from the Loan to the REMIC or cause a loss of REMIC
status), (vi) if applicable, the delivery to Lender of an endorsement (at
Borrower's sole cost and expense) to Lender's policy of title insurance then
insuring the lien created by this Mortgage in form and substance acceptable to
Lender in its sole judgment; (vii) Lender is paid a cash assumption fee in
accordance with the following schedule: Two percent (2%) of the then outstanding
principal balance of the Note if such outstanding principal balance is less than
or equal to Three Million Dollars ($3,000,000.00), one and one-half percent (1
1/2%) of the then outstanding principal balance of the Note if such outstanding
principal balance is in excess of Three Million Dollars ($3,000,000.00); (viii)
Borrower pays all fees and expenses incurred by Lender in connection with such
transfer and assumption, including, without limitation, inspection and
investigation fees, title insurance charges, and Reasonable Attorneys' Fees;
(ix) Lender approves the management agreement and leasing agreement, and the
management and leasing company to be employed by the proposed transferee; and
(x) the transferee is simultaneously purchasing each of the Properties which
secure the Affiliate Loans, to the extent such Affiliate Loans remain
outstanding. Any transfer of all or any portion of the Property which does not
strictly comply with the terms and conditions of the foregoing shall be a
default hereunder, and shall entitle Lender to exercise all rights and remedies
provided in this Mortgage and the other Loan Documents. This one-time right of
transfer shall apply to the Borrower named herein and not to any subsequent
owner of the Property.

         33.      FURTHER ENCUMBRANCE PROHIBITED; SUBROGATION. So long as the
Note remains unpaid, Borrower shall not, either voluntarily or involuntarily,
permit the Property or any part thereof to become subject to any secondary or
subordinate lien, mortgage, deed of trust, security interest or encumbrance of
any kind whatsoever without the prior written consent of Lender, and the
imposition of any such secondary lien, mortgage, deed of trust, security
interest or encumbrance without the approval of Lender shall constitute a
default hereunder, and entitle Lender, at Lender's sole option, to declare the
outstanding principal balance of the Note, all accrued and unpaid interest
thereon, Prepayment Premiums (to the extent permitted by the laws of the State,
late payment charges and any other amounts secured hereby to be and become
immediately due and payable in full. In the event that Lender shall hereafter
give its written consent to the imposition of any such secondary lien, mortgage,
deed of trust, security interest or other encumbrance upon the Property, Lender,
at Lender's sole option, shall be entitled to accelerate the maturity of the
Note and exercise any and all remedies provided and available to Lender
hereunder and in the other Loan Documents in the event that the holder of any
such secondary lien or encumbrance shall institute foreclosure or other
proceedings to enforce the same; it being understood and agreed that a default
under any instrument or document evidencing, securing or secured by any such
secondary lien or encumbrance shall be and constitute a default hereunder. In
the event all or any portion of the proceeds of the Loan are used for the
purpose of retiring debt or debts secured by prior liens on the Property, Lender
shall be subrogated to the rights and lien priority of the holder or holders of
the lien or liens so discharged.

                                                         Oklahoma City, Oklahoma

                                       36
<PAGE>

         34.      CONVEYANCE OF MINERAL RIGHTS PROHIBITED. Borrower agrees that
the making of any oil, gas or mineral lease, or the sale or conveyance of any
mineral interest or right to explore for minerals under, through or upon the
Property, would impair the value of the Property, and that Borrower shall have
no right, power or authority to lease the Property, or any part thereof, for
oil, gas or other mineral purposes, or to grant, assign or convey any mineral
interest of any nature, or the right to explore for oil, gas and other minerals,
without first obtaining Lender's express written permission therefor, which
permission shall not be valid until recorded among the Public Records of the
county in which the Property is located. Borrower further agrees that if
Borrower shall make, execute, or enter into any such lease or attempt to grant
any such mineral rights without such prior written permission of Lender, then
Lender shall have the option, without notice, to declare the same to be a
default hereunder, and to declare the Loan immediately due and payable in full.
Whether or not Lender shall consent to such lease or grant of mineral rights,
Lender shall receive the entire consideration to be paid for any such lease or
grant of mineral rights, with the same to be applied to the Loan notwithstanding
the fact that the amount owing thereon may not then be due and payable or that
the Loan is otherwise adequately secured; provided, however, that the acceptance
of such consideration shall in no way impair the lien of this Mortgage on the
Property or cure any existing Monetary Default.

         35.      ESTOPPEL CERTIFICATION BY BORROWER. Borrower, upon request of
Lender therefor made either personally or by mail, shall certify in writing to
Lender (or any party designated by Lender), in a form satisfactory to Lender or
such designee, the amount of principal and interest then outstanding under the
terms of the Note and any other sums due and owing under this Mortgage or any of
the other Loan Documents, and whether any offsets or defenses exist against the
Loan. Such certification shall be made by Borrower within ten (10) days if the
request is made personally, or within twenty (20) days if the request is made by
mail.

         36.      CROSS-DEFAULT. The Note is also secured by the terms,
conditions and provisions of the Assignment, by three Cross-Default Guaranty
Agreements of even date herewith from Agree - Milestone Center Project, L.L.C.,
as guarantor for the Agree-Milestone Loan; Agree - Columbia Crossing Project,
L.L.C., as guarantor for the Agree-Columbia Loan; and Omaha, respectively in
favor of Lender (hereinafter individually or collectively referred to as the
"AFFILIATED ENTITY CROSS-DEFAULT GUARANTYS") and, additionally, may be secured
by contracts or agreements of guaranty or other security instruments. The terms,
covenants, conditions and agreements of each security instrument shall be
considered a part hereof as fully as if set forth herein verbatim. Any default
under this Mortgage, any Affiliated Entity Cross-Default Guaranty or any of the
other Loan Documents shall constitute a default hereunder and under each of the
other Loan Documents. Notwithstanding the foregoing, the enforcement or
attempted enforcement of this Mortgage or any of the other Loan Documents now or
hereafter held by Lender shall not prejudice or in any manner affect the right
of Lender to enforce any other Loan Document; it being understood

                                                         Oklahoma City, Oklahoma

                                       37
<PAGE>

and agreed that Lender shall be entitled to enforce this Mortgage and any of the
other Loan Documents now or hereafter held by it in such order and manner as
Lender, in its sole discretion, shall determine.

         37.      EXAMINATION OF BORROWER'S RECORDS. Borrower will maintain
complete and accurate books and records showing in detail the income and
expenses of the Property, and will permit Lender and its agents, contractors or
representatives to examine said books and records and all supporting vouchers
and data during normal business hours and from time to time upon request by
Lender, in such place as such books and records are customarily kept. Borrower
will furnish to Lender, within one hundred twenty (120) days after the close of
each respective fiscal period annual and quarterly financial statements (income
statements and a balance sheet) for the Borrower and the Property. Borrower will
furnish to Lender on or before 45 calendar days after the end of each calendar
quarter the following items, each certified by Borrower as being true and
correct, in such format and in such detail as Lender or its servicer may
request: (a) a written statement (rent roll) dated as of the last day of each
such calendar quarter identifying each of the Occupancy Leases by the term,
space occupied, rental required to be paid (including percentage rents and
tenant sales), security deposit paid, any rental concessions, all rent
escalations, any rents paid more than one month in advance, any special
provisions or inducements granted to tenants, any taxes, maintenance and other
common charges paid by tenants, all vacancies and identifying any defaults or
payment delinquencies thereunder; and (b) quarterly and year-to-date operating
statements prepared for each calendar quarter during each such reporting period
detailing the total revenues received, total expenses incurred, total cost of
all capital improvements, total debt service and total cash flow. These
statements shall be in form acceptable to Lender and its servicer, shall be
prepared in accordance with generally accepted accounting principles, and shall
include a rent roll, certified as true and correct by Borrower. The statements
shall show in detail all income derived from and expenses incurred in connection
with the ownership of the Property, including current annual sales figures for
all Major Tenants of the Property if required under the Major Tenant leases or
if such financial information is otherwise available. Borrower shall deliver to
Lender, for Borrower, or any entity with whom Borrower's tax return is
consolidated, copies of all income tax returns, requests for extension and other
similar items contemporaneously with its delivery of same to the Internal
Revenue Service. In the event Borrower fails to provide such statements to
Lender within the time prescribed above, Borrower shall pay Lender the sum of
$200.00 in administrative expenses for each successive month for which the
statements are delinquent (or in the case of such statements to be delivered
prior to the transfer of the Loan to Investor (hereafter defined), for each
successive week for which the statements are delinquent). Upon a default
hereunder, Lender shall have the right to require that said financial statements
be audited and certified by a certified public accountant acceptable to Lender,
at the sole cost and expense of Borrower.

                                                         Oklahoma City, Oklahoma

                                       38
<PAGE>

         Prior to the transfer of the Loan to Investor by Lender, Borrower shall
deliver to Lender the reports required above on a monthly basis. Such reports
shall be delivered within ten calendar days after the end of each calendar
month.

         In addition, at the request of Lender, but in no case more often than
once a quarter nor more than three (3) times during the term of the Loan, unless
a default has occurred, Borrower shall furnish to Lender (i) unaudited financial
statements (balance sheet, income statement, cash flow statement and current
rent roll) covering operation of the Property for periods other than those set
forth in the preceding paragraph and (ii) unaudited financial statements
(balance sheets, income statements, and cash flow statements) for Borrower, its
general partner(s), shareholder(s) or member(s) (whichever is applicable) and
for such other principals of Borrower as designated by Lender, provided that for
so long as the Property is held by Borrower such statements shall be required
only for Borrower and Agree Realty Corporation. All such statements shall be
certified to Lender to be complete, correct, and accurate by the individual (for
an individual's statements) or by an authorized representative of the entity (if
statements are for a partnership, corporation or limited liability company).

         Any inspection or audit of the Property or the books and records of
Borrower, or the procuring of documents and financial and other information, by
or on behalf of Lender, shall be at Borrower's expense and shall be for Lender's
protection only, and shall not constitute any assumption of responsibility or
liability by Lender to Borrower or anyone else with regard to the condition,
construction, maintenance or operation of the Property, nor Lender's approval of
any certification given to Lender nor relieve Borrower of any of Borrower's
obligations.

         38.      ALTERATION, REMOVAL AND CHANGE IN USE OF PROPERTY PROHIBITED.
Borrower covenants and agrees to permit or suffer none of the following without
the prior written consent of Lender:

                  (a)      Any structural alteration of, or addition to, the
Improvements now or hereafter situated upon the Real Property, or the addition
of any new buildings or other structure(s) thereto, other than the erection or
removal of non-load bearing interior walls or as may be permitted under the
Borders Lease, so long as the Borders Lease remains in effect; or

                  (b)      The removal, transfer, sale or lease of the Property,
except that the removal, replacement or substitution of fixtures, equipment,
machinery, apparatus and articles of personal property (replacement or
substituted items must be of like or better quality than the removed items in
their original condition) encumbered hereby may be made in the normal course of
business; or

                  (c)      The use of any of the Improvements now or hereafter
situated on the Real Property for any purpose other than the Existing Use and
related facilities, or as may be permitted under the Borders Lease, so long as
the Borders Lease remains in effect.

                                                         Oklahoma City, Oklahoma

                                       39
<PAGE>

         39.      FUTURE ADVANCES SECURED. This Mortgage shall secure not only
existing indebtedness, but also future advances, whether such advances are
obligatory or to be made at the option of Lender. Upon the request of Borrower,
and at Lender's option prior to release of this Mortgage, Lender may make future
advances to Borrower. All future advances with interest thereon shall be secured
by this Mortgage to the same extent as if such future advances were made on the
date of the execution of this Mortgage unless the parties shall agree otherwise
in writing, but the total secured indebtedness shall not exceed at any one time
a maximum principal amount equal to double the face amount of the Note plus
interest and costs of collection, including court costs and Reasonable
Attorneys' Fees. Any advances or disbursements made for the benefit or
protection of or the payment of taxes, assessments, levies or insurance upon the
Property, with interest on such disbursements as provided herein, shall be added
to the principal balance of the Note and collected as a part thereof. To the
extent that this Mortgage may secure more than one note, a default in the
payment of any such mortgage note shall constitute a default in the payment of
all such notes.

         40.      EFFECT OF SECURITY AGREEMENT. Borrower agrees to, and shall
upon the request of Lender, execute and deliver to Lender, in form and content
satisfactory to Lender, such financing statements, descriptions of property and
such further assurances as Lender, in Lender's sole discretion, may from time to
time consider necessary to create, perfect, continue and preserve the lien and
encumbrances hereof, and the security interest granted herein, upon and in the
Property. Without the prior written consent of Lender, Borrower shall not create
or suffer to be created, pursuant to the UCC, any other security interest in
such real and personal property and fixtures described herein. Upon the
occurrence of a default hereunder or Borrower's breach of any other covenants or
agreements between the parties entered into in conjunction herewith, Lender
shall have the remedies of a secured party under the UCC as provided in Section
25, and at Lender's option, the remedies provided for in this Mortgage and the
other Loan Documents. Lender, at the expense of Borrower, may cause such
statements, descriptions and assurances, as herein provided in this Section 40,
and this Mortgage, to be recorded and re-recorded, filed and refiled, at such
times and in such places as may be required or permitted by law to so create,
perfect and preserve the lien and encumbrance hereof upon all of the Property.

         41.      TERMS OF APPLICATION SURVIVE CLOSING. The terms and provisions
of the Application for Mortgage Loan dated August 28, 2003, and any subsequent
amendments thereto (the "APPLICATION"), executed by and between Borrower and
Lender, are incorporated herein by reference. All terms, covenants, conditions
and agreements of the Application not expressly set forth in this Mortgage and
any of the other Loan Documents shall survive the execution and delivery hereof,
and remain in full force and effect. In the event any conflict exists between
the terms, covenants, conditions and agreements of the Application and the Loan
Documents, the terms, covenants, conditions and agreements of the Loan Documents
shall prevail.

                                                         Oklahoma City, Oklahoma

                                       40
<PAGE>

         42.      SUCCESSORS AND ASSIGNS; TERMINOLOGY. The provisions hereof
shall be binding upon Borrower and the heirs, personal representatives,
trustees, successors and assigns of Borrower, and shall inure to the benefit of
Lender, its successors and assigns. Where more than one Borrower is named
herein, the obligations and liabilities of said Borrower shall be joint and
several.

         Wherever used in this Mortgage, unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein: (a) the word
"Borrower" shall mean Borrower and/or any subsequent owner or owners of the
Property; (b) the word "Lender" shall mean Lender or any subsequent holder or
holders of this Mortgage; (c) the word "Note" shall mean the Note(s) secured by
this Mortgage; and (d) the word "person" shall mean an individual, trustee,
trust, corporation, partnership, limited liability corporation, limited
liability partnership, joint venture or unincorporated association. As used
herein, the phrase "Reasonable Attorneys' Fees" shall mean fees charged by
attorneys selected by Lender based upon such attorneys' then prevailing hourly
rates as opposed to any statutory presumption specified by any statute then in
effect in the State. As used herein words of any gender shall include all other
genders.

         43.      NOTICES. All notices, reports, requests or other written
instruments required or permitted hereunder, shall be in writing, signed by the
party giving or making the same, and shall be sent hand-delivered, effective
upon receipt, sent by United States Express Mail or by a nationally recognized
overnight courier, effective upon receipt, or sent by United States registered
or certified mail, postage prepaid, with return receipt requested, deemed
effective on the earlier of the day of actual delivery as shown by the
addressee's return receipt or the expiration of three business days after the
date of mailing, addressed to the party intended to receive the same at the
address set forth below or at such other address as shall be given in writing by
any party to another ("WRITTEN NOTICE"):

         If to Borrower:       OKLAHOMA CITY STORE NO. 151 L.L.C.
                               31850 Northwestern Highway
                               Farmington Hills, Michigan 48334
                               Attention: Mr. Richard Agree

         If to Lender:         NATIONWIDE LIFE INSURANCE COMPANY
                               One Nationwide Plaza
                               Columbus, Ohio  43215-2220
                               Attention: Real Estate Investment Department, 34T

         44.      GOVERNING LAW; WAIVER OF JURY TRIAL; SEVERABILITY. BORROWER
AND LENDER, EACH TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
INTENTIONALLY AND

                                                         Oklahoma City, Oklahoma

                                       41
<PAGE>

VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES
AND FOREVER FORGOES HEREBY THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, AGAINST THE OTHER,
ITS SUCCESSORS AND ASSIGNS, BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING
TO OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS, THE LOAN OR ANY COURSE OF
CONDUCT, ACT, OMISSION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, EITHER PARTY'S
DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY
OTHER PERSONS AFFILIATED WITH EITHER), IN CONNECTION WITH THE LOAN OR THE LOAN
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, IN ANY COUNTERCLAIM WHICH ANY PARTY
MAY BE PERMITTED TO ASSERT THEREUNDER, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE. IN NO EVENT SHALL LENDER, ITS SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING
WITHOUT LIMITATION LOSS OF BUSINESS PROFITS OR OPPORTUNITY) AND BY ITS EXECUTION
HEREOF, BORROWER WAIVES ANY RIGHT TO CLAIM OR SEEK ANY SUCH DAMAGES. This
Mortgage and the rights and obligations of the parties hereunder shall be
governed by, and construed in accordance with, the internal laws of the State,
without regard to principles of conflicts of laws. The parties hereto
irrevocably (a) agree that any suit, action or other legal proceeding arising
out of or relating to this Mortgage may be brought in a court of record in the
State or in the courts of the United States of America located in such State,
(b) consent to the non-exclusive jurisdiction of each such court in any suit,
action or proceeding, and (c) waive any objection which it may have to the
laying of venue of any such suit, action or proceeding in any of such courts and
any claim that any such suit, action or proceeding has been brought in an
inconvenient forum. If any clauses or provisions herein contained operate, or
would prospectively operate, to invalidate this Mortgage, then such clauses or
provisions only shall be held for naught, as though not herein contained, and
the remainder of this Mortgage shall remain operative and in full force and
effect.

         45.      RIGHTS OF LENDER CUMULATIVE. The rights of Lender arising
under the terms, covenants, conditions and agreements contained in this Mortgage
shall be separate, distinct and cumulative, and none of them shall be in
exclusion of the others. No act of Lender shall be construed as an election to
proceed under any one provision herein to the exclusion of any other provisions,
anything herein or otherwise to the contrary notwithstanding. If Borrower is
comprised of more than one person or entity, then the liability of each such
person and entity hereunder shall be joint and several.

         46.      MODIFICATIONS. This Mortgage cannot be changed, altered,
amended or modified except by an agreement in writing and in recordable form,
executed by both Borrower and Lender.

                                                         Oklahoma City, Oklahoma

                                       42
<PAGE>

         47.      EXCULPATION. Notwithstanding anything contained herein to the
contrary, the liability of Borrower is subject to the limited recourse
provisions contained in the Exculpation section of the Note, which are
incorporated herein and made a part hereof by reference as if fully set forth
herein.

         48.      FULL RECOURSE. Notwithstanding any provisions in this Mortgage
to the contrary, including without limitation the provisions set forth in the
section captioned "Exculpation" hereinabove, Borrower shall be personally
liable, jointly and severally, for the entire Loan secured by this Mortgage
(including all principal, interest and other charges) in the event (a) Borrower
violates the covenant governing the placing of subordinate financing on the
Property as set forth in this Mortgage; (b) Borrower violates the covenant
restricting transfers of interests in the Property or transfers of ownership
interests in Borrower as set forth in this Mortgage; or (c) Borrower or any
guarantor violates the provisions of Section 22 of this Mortgage, or there is
filed against Borrower or any guarantor or indemnitor of the Loan, a petition in
bankruptcy or for the appointment of a receiver, or there commences under any
bankruptcy or insolvency law, proceedings for Borrower's relief, or for the
compromise, extension, arrangement or adjustment of Borrower's obligations which
is not dismissed within thirty (30) days after the filing of same.

         49.      LENDER IS NOT A JOINT VENTURER OR PARTNER. Borrower and Lender
acknowledge and agree that in no event shall Lender be deemed to be a partner or
joint venturer with Borrower or any member of Borrower. Without limitation of
the foregoing, Lender shall not be deemed to be a partner or joint venturer on
account of its becoming a mortgagee in possession or exercising any rights
pursuant to this Mortgage or pursuant to any other instrument or document
evidencing or securing any of the indebtedness secured hereby, or otherwise.

         50.      CAPTIONS. The captions set forth at the beginning of the
various Sections of this Mortgage are for convenience only, and shall not be
used to interpret or construe the provisions of this Mortgage.

         51.      SPLITTING OF MORTGAGE. This Mortgage and the Note shall, at
any time until the same shall be fully paid and satisfied, at the sole election
of Lender, be split or divided into two or more notes and two or more security
instruments, each of which shall cover all or a portion of the Property to be
more particularly described therein. To that end, Borrower, upon written request
of Lender, shall execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered by the then owner of the Property, to Lender and/or
its designee or designees substitute notes and security instruments in such
principal amounts, aggregating not more than the then unpaid principal amount of
Loan, and containing terms, provisions and clauses similar to those contained
herein and in the Note, and such other documents and instruments as may be
required by Lender.

                                                         Oklahoma City, Oklahoma

                                       43
<PAGE>

         52.      REPLACEMENT DOCUMENTS. Upon receipt of an affidavit of an
officer of Lender as to the loss, theft, destruction or mutilation of the Note
or any other Loan Document which is not of public record, and, in the case of
any such mutilation, upon surrender and cancellation of such Note or other Loan
Document, Borrower, at its expense, will issue, in lieu thereof, a replacement
Note or other Loan Document, dated the date of such lost, stolen, destroyed or
mutilated Note or other Loan Document in the same principal amount thereof and
otherwise of like tenor.

         53.      SOLE DISCRETION OF LENDER. Wherever pursuant to this Mortgage
Lender exercises any right given to it to approve or disapprove, or any
arrangement or term is to be satisfactory to Lender, the decision of Lender to
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.

         54.      TRANSFER OF LOAN.

                  (a)      Lender may, at any time, sell, transfer or assign the
Note, this Mortgage, the Assignment and the other Loan Documents, and any or all
servicing rights with respect thereto, or grant participations therein or issue
mortgage pass-through certificates or other securities evidencing a beneficial
interest in a rated or unrated public offering or private placement (the
"SECURITIES"), or otherwise sell the Loan or an interest therein (a "SECONDARY
MARKET TRANSACTION"). Lender may forward to each purchaser, transferee,
assignee, servicer, participant, investor in such Securities or in connection
with a Secondary Market Transaction or any Rating Agency rating such Securities
(collectively, the "INVESTOR") and each prospective Investor, all documents and
information which Lender now has or may hereafter acquire relating to the Loan
and to Borrower, any Guarantor and the Property, whether furnished by Borrower,
any Guarantor or otherwise, as Lender determines necessary or desirable.
Borrower acknowledges that certain information regarding the Loan and the
parties thereto and the Property may be included in a private placement
memorandum, prospectus or other disclosure documents. The term "RATING AGENCY"
shall mean each statistical rating agency that has assigned a rating to the
Securities.

                  (b)      Borrower shall cooperate in good faith with Lender in
effecting any such Secondary Market Transaction and shall cooperate in good
faith to implement all requirements reasonably imposed by the participants
involved in any Secondary Market Transaction (including without limitation, a
Rating Agency and/or an Investor) including, without limitation, all structural
or other changes to the Loan, modifications to any documents evidencing or
securing the Loan, delivery of opinions of counsel acceptable to the Rating
Agency or such Investors and addressing such matters as the Rating Agency or
such Investors may require; provided, however, that the Borrower shall not be
required to modify any documents evidencing or securing the Loan which would
modify (i) the interest rate payable

                                                         Oklahoma City, Oklahoma

                                       44
<PAGE>

under the Note, (ii) the stated maturity of the Note, (iii) the amortization of
principal of the Note, or (iv) any other material terms or covenants of the
Loan.

                  (c)      If Securities are issued in connection with the Loan
or a Secondary Market Transaction occurs with respect to the Loan, all Funds
held by Lender in escrow or pursuant to reserves in accordance with the Loan
Documents shall be deposited in "eligible accounts" at "eligible institutions"
and invested in "permitted investments" as then defined and required by any
Rating Agency.

         55.      COUNTERPARTS. This Mortgage may be executed in several
counterparts each of which when executed and delivered is an original, but all
of which together shall constitute one instrument.

         56.      SPECIAL STATE OF OKLAHOMA PROVISIONS. The terms and provisions
of this Section 56 control and supersede any other conflicting terms and
provisions contained in this Mortgage.

                                     NOTICE

A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE
MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A
FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE.

                  (a)      REMEDIES. If a default shall have occurred, Lender
shall have the following rights and remedies, which shall be in addition to and
not in limitation of any other rights and remedies set forth in this Mortgage:

                           (1)      POWER OF SALE. Lender may elect to use the
         non-judicial Power of Sale which is hereby conferred under the terms of
         this Mortgage. Such Power of Sale shall be exercised by giving Borrower
         Notice of Intent to Foreclose by Power of Sale and setting forth among
         other things, the nature of the breach(es) or default(s) and the action
         required to effect a cure thereof and the time period within which such
         cure may be effected all in compliance with Title 46 Oklahoma Statutes
         Sections 40 et seq., Oklahoma Power of Sale Mortgage Foreclosure Act
         (the "ACT"), as the same may be amended from time to time or other
         applicable statutory authority. If no cure is effected within the
         statutory time limits, the Lender may accelerate the Indebtedness
         without further notice (the Act's cure period shall run concurrently
         with any contractual provision for notice and/or cure period before
         acceleration of the Indebtedness) and may then proceed in the manner
         and subject to the conditions of the Act to send to Borrower and other
         necessary parties a Notice of Sale and to sell and convey the Real

                                                         Oklahoma City, Oklahoma

                                       45
<PAGE>

         Property in accordance with the Act. The sale shall be made at one or
         more sales, as an entirety or in parcels, upon such notice, at such
         time and places, subject to all conditions and with the proceeds
         thereof to be applied all as provided in the Act. No action of Lender
         based upon the provisions contained herein or contained in the Act,
         including, without limitation, the giving of the Notice of Intent to
         Foreclose by Power of Sale or the Notice of Sale, shall constitute an
         election of remedies which would preclude Lender from pursuing judicial
         foreclosure before or at any time after commencement of the power of
         sale foreclosure procedure.

                           (2)      JUDICIAL FORECLOSURE. Whether or not
         proceedings have commenced by the exercise of the Power of Sale above
         given, Lender in lieu of proceeding with the power of sale may at its
         option declare the whole amount of the secured indebtedness remaining
         unpaid, immediately due and payable without notice, and proceed by suit
         or suits in equity or at law to foreclose this Mortgage. The Real
         Property may be sold as one parcel or in such parcels as the Lender may
         elect unless otherwise provided by law.

                           (3)      APPOINTMENT OF RECEIVER. Without regard to
         Lender's election of non-judicial Power of Sale foreclosure or judicial
         foreclosure, Lender shall be entitled to the appointment of a receiver
         by any court of competent jurisdiction, without notice and without
         regard to the sufficiency or value of any security for the secured
         indebtedness or the solvency of any party bound for its payment. The
         receiver shall have all of the rights and powers permitted under the
         laws of the state within which the Real Property is located.

                  (b)      WAIVER OF APPRAISEMENT. Notwithstanding anything to
the contrary contained in this Mortgage, if the Lender elects to foreclose this
Mortgage by judicial proceedings, appraisement of the Real Property is waived or
not waived at the option of the Lender and such option can be exercised at or
prior to the time judgment is rendered in any judicial foreclosure hereof.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

                                                         Oklahoma City, Oklahoma

                                       46
<PAGE>

         IN WITNESS WHEREOF, Borrower has caused this Mortgage to be executed as
of the day and year first above written.

                                            BORROWER:

                                            OKLAHOMA CITY STORE NO. 151 L.L.C.,
                                            a Delaware limited liability company

                                            By: AGREE LIMITED PARTNERSHIP,
                                                a Delaware limited partnership
                                                Its Member

                                                By:  AGREE REALTY CORPORATION,
                                                     a Maryland corporation
                                                     Its General Partner

                                                     By: /s/ Richard Agree
                                                         ----------------------
                                                            Richard Agree
                                                            President

STATE OF                           )
                                   )
COUNTY OF                          )

         This instrument was acknowledged before me on October _____, 2003, by
RICHARD AGREE, President of Agree Realty Corporation, a Maryland corporation, as
general partner of Agree Limited Partnership, a Delaware partnership, as member
of Oklahoma City Store No. 151 L.L.C., a Delaware limited liability company.

                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Notary Public
                                            My Commission Expires:
                                                                   -------------
                                            Commission No.
                                                           ---------------------
                                            (SEAL)

                                                         Oklahoma City, Oklahoma

                                      S-1

<PAGE>

                                    EXHIBIT A
                               (Legal Description)

SITUATED IN THE CITY OF OKLAHOMA, COUNTY OF OKLAHOMA, STATE OF OKLAHOMA:

A part of Block Five (5), UNITED FOUNDERS LIFE PLAZA, in the East Half (E/2) of
Section Twelve (12), Township Twelve (12) North, Range Four (4) West of the
Indian Meridian, Oklahoma County, Oklahoma, more particularly described as
follows, to-wit:

COMMENCING at the Northeast Corner of said Block 5, UNITED FOUNDERS LIFE PLAZA
in the East Half (E/2) of Section 12, Township 12 North, Range 4 West; Thence
South 0(degree)07'26" West along the East line of said Block 5 a distance of
430.00 feet to the point of place of beginning; Thence North 89(degree)52'34"
West a distance of 354.03 feet; Thence South 0(degree)07'26" West along a line
354.03 feet West of and parallel to the East line of said Block 5 a distance of
177.45 feet; Thence along a curve to the left having a radius of 150.00 feet a
distance of 117.81 feet and whose chord has a bearing of South 22(degree)22'34"
East and a length of 114.81 feet; Thence South 44(degree)52'34" East a distance
of 52.86 feet; Thence along a curve to the right having a radius of 79.87 feet a
distance of 101.77 feet to a point on the North Right-of-Way line of Northwest
Highway, said curve has a chord bearing South 08(degree)22'27" East and a length
of 95.03 feet; Thence South 61 (degree)52'20" East along said North Right-of-Way
Line a distance of 230.65 feet; Thence continuing along Northwest Highway
Right-of-Way South 28(degree)07'40" West a distance of 31.44 feet; Thence South
61 (degree)40'56" East a distance of 37.42 feet; Thence along a curve to the
left having a radius of 25.00 feet a distance of 51.57 feet, said curve has a
chord bearing of North 59(degree)13'15" East and a length of 42.90 feet; Thence
North 0(degree)07'26" East along the East line of said Block 5 a distance of
546.58 feet to the point or place of beginning.

TOGETHER WITH Reciprocal Easement Agreement ("REA") between Marriott Corporation
and Northwest Investors, Ltd. as recorded in Book 5053, Page 610; Assignment in
favor of Mutual Benefit Oklahoma City Marriott Associates Limited Partnership
recorded in Book 5414, Page 12; Assignment of Reciprocal Easement Agreement in
favor of HMH Properties, Inc., recorded in Book 6895, Page 1511; and First
Amendment to Reciprocal Easement Agreement recorded in Book 6972, Page 946
across part of Block 5 United Founders Life Plaza a re-plat of "Capitol Gate
Shopping Center" a part of the E % of Section 12, T12N, R4W of the I.M.,
Oklahoma City, Oklahoma County, Oklahoma more particularly described as follows:

                                                         Oklahoma City, Oklahoma

                               Exhibit A - Page 1

<PAGE>

A 61'-4" reciprocal easement for roadway purposes lying 30'-8" on either side of
the following described centerline:

Commencing at the N.E. corner of said Block 5 United Founders Life Plaza; Thence
S00(degree)07'26"W along the East line of said Block 5 a distance of 240.00
feet; Thence N89(degree)52'34"W a distance of 354.03 feet to the point or place
of beginning; Thence S00(degree)07'26"W a distance of 367.45 feet; Thence along
the arc of a curve to the left having a radius of 150.00 feet a distance of
117.81 feet and whose chord has a bearing of S22(degree)22'34"E and a length of
114.81 feet; Thence S44(degree)52'34"E a distance of 52.65 feet; Thence along
the arc of a curve to the right having a radius of 80.00 feet a distance of 1
01.93 feet to a point on the North R/W line of Northwest Highway, said curve has
chord bearing of S08(degree)22'27"E and a length of 95.18 feet.

                                                         Oklahoma City, Oklahoma

                               Exhibit A - Page 2