THIS DOCUMENT PREPARED BY:
        T. Dickson
        AKERMAN, SENTERFITT & EIDSON, P.A.
        Post Office Box 231
        Orlando, FL  32802-0231
        (407) 843-7860

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THIS  MORTGAGE  SECURES THE REPAYMENT OF
NDUSTRIAL  DEVELOPMENT  REVENUE BONDS
ISSUED BY THE MORTGAGEE AND PURSUANT
TO CHAPTER 159, FLORIDA STATUTES, IS
EXEMPT FROM DOCUMENTARY STAMP TAX AND
INTANGIBLE TAX.


                         MORTGAGE AND SECURITY AGREEMENT

        THIS MORTGAGE AND SECURITY  AGREEMENT (this  "Mortgage")  made as of the
24th  day  of  September,   1997,   between  ELXSI,  a  California   corporation
("Mortgagor"),  whose  address is 3600 Rio Vista  Ave.,  Orlando,  Florida,  and
ORANGE COUNTY  INDUSTRIAL  DEVELOPMENT  AUTHORITY,  a public body  corporate and
politic and a public  instrumentality  duly  created and  existing  under and by
virtue  of the  laws  of the  State  of  Florida,  its  successors  and  assigns
("Mortgagee")  whose  address is 200 E.  Robinson  Street,  Suite 600,  Orlando,
Florida 32801.


                              W I T N E S S E T H :

        WHEREAS,  Mortgagor is indebted to Mortgagee in the principal sum of Two
Million Five Hundred  Thousand Dollars  ($2,500,000.00),  together with interest
thereon,  pursuant to a promissory note in the principal amount of $2,500,000.00
executed by Mortgagor and delivered to Mortgagee,  the final payment of which is
due on or before  September 1, 2012 (the  "Note"),  which by reference is made a
part hereof to the same extent as though set out in full herein;

        NOW,  THEREFORE,  (a)  to  secure  the  performance  and  observance  by
Mortgagor of all covenants and conditions  contained in the Note,  including any
renewal,  extension or modification  thereof, and in this Mortgage and the other
Bond  Documents  (as used herein,  such term shall have the meaning set forth in
the Loan  Agreement  referred  to  below);  and (b) also in order to charge  the
properties,  interests  and  rights  hereinafter  described  with such  payment,
performance and observance;  and (c) for and in  consideration of the sum of One
and No/100  ($1.00)  Dollar paid by Mortgagee to  Mortgagor  this date,  and for
other valuable  consideration,  the receipt of which is acknowledged,  Mortgagor
does hereby grant,  bargain,  sell,  alien,  remise,  release,  convey,  assign,


<PAGE>

transfer, mortgage, hypothecate,  pledge, deliver, set over, warrant and confirm
unto  Mortgagee,  its  successors  and  assigns  forever,  all right,  title and
interest of Mortgagor in and to:

                             THE MORTGAGED PROPERTY:

        (B) THE LAND.  All the land  located in the  County of Orange,  State of
Florida (the  "Land"),  described  in Exhibit A attached  hereto and made a part
hereof.

        (C) THE  IMPROVEMENTS,  THE PERSONALTY,  EASEMENTS AND OTHER  INTERESTS.
TOGETHER  WITH all  improvements  of every  nature  whatsoever  now or hereafter
situated on the Land and those rights and  properties set forth and described in
Exhibit B attached hereto and made a part hereof.

        (D)  ASSIGNMENT OF RENTS.  TOGETHER WITH all rents,  royalties,  issues,
profits,  revenue,  income and other  benefits  from the  property  described in
paragraphs (A) and (B) hereof to be applied against the  indebtedness  and other
sums secured  hereby,  provided,  however,  that  permission  is hereby given to
Mortgagor so long as no default has  occurred  hereunder,  to collect,  receive,
take, use and enjoy such rents, royalties,  issues, profits, revenue, income and
other benefits as they become due and payable,  but not in advance thereof.  The
foregoing  assignment shall be fully operative without any further action on the
part of either party and specifically Mortgagee shall be entitled, at its option
upon the occurrence of a default  hereunder,  to all rents,  royalties,  issues,
profits,  revenue,  income and other  benefits  from the  property  described in
paragraphs (A) and (B) hereof whether or not Mortgagee  takes  possession of the
property  described  in  paragraphs  (A) and (B) hereof.  Upon any such  default
hereunder,  the  permission  hereby  given to  Mortgagor  to collect such rents,
royalties, issues, profits, revenue, income and other benefits from the property
described in paragraphs (A) and (B) hereof shall  terminate and such  permission
shall not be reinstated upon a cure of the default without Mortgagee's  specific
written  consent.  Neither the  exercise of any rights  under this  paragraph by
Mortgagee nor the  application of any such rents,  royalties,  issues,  profits,
revenue,  income or other  benefits to the  indebtedness  and other sums secured
hereby,  shall  cure or waive any  default  or notice of  default  hereunder  or
invalidate  any act done  pursuant  hereto or to any such  notice,  but shall be
cumulative of all other rights and remedies.

        This  instrument  constitutes an absolute and present  assignment of the
rents, royalties,  issues, profits,  revenue, income and other benefits from the
Mortgaged Property,  subject,  however,  to the conditional  permission given to
Mortgagor  to  collect,  receive,  take,  use and  enjoy  the  same as  provided
hereinabove;  provided, further, that the existence or exercise of such right of
Mortgagor  shall not operate to  subordinate  this  assignment to any subsequent
assignment,  in  whole  or in  part,  by  Mortgagor,  and  any  such  subsequent
assignment by Mortgagor shall be subject to the rights of Mortgagee hereunder.

        Everything  referred to in  paragraphs  (A),  (B) and (C) hereof and any
additional  property  hereafter acquired by Mortgagor and subject to the lien of
this  Mortgage  or intended  to be so is herein  referred  to as the  "Mortgaged
Property."

                                       2
<PAGE>

        TO HAVE AND TO HOLD the  Mortgaged  Property and all parts  thereof unto
Mortgagee,  its  successors  and  assigns,  to its own  proper  use and  benefit
forever, subject, however, to the terms and conditions herein;

        PROVIDED,  HOWEVER,  that if Mortgagor shall promptly pay or cause to be
paid to Mortgagee the principal  of,  interest on and all other amounts  payable
under the Note,  this Mortgage and the other Bond  Documents at the times and in
the manner  stipulated in the Note, this Mortgage and such other Bond Documents,
all without any deduction or credit for taxes or other  similar  charges paid by
Mortgagor, and shall keep, perform and observe all the covenants and premises in
the Note,  and any  renewal,  extension  or  modification  thereof,  and in this
Mortgage and the other Bond  Documents,  and in any  amendments  or  supplements
thereto, to be kept, performed or observed by Mortgagor, then this Mortgage, and
all the properties,  interest and rights hereby  granted,  conveyed and assigned
shall cease and be void, but shall otherwise remain in full force and effect.

        Mortgagor covenants and agrees with Mortgagee as follows:

                                    ARTICLE I

                             COVENANTS OF MORTGAGOR

        Section I.1 Performance of Note, Mortgage, etc. Mortgagor shall perform,
observe and comply with all provisions of the Note,  and any renewal,  extension
or modification thereof and of this Mortgage and every other instrument securing
the Note, and any and all amendments or supplements  thereto,  and will promptly
pay to Mortgagee the principal with interest thereon and all other sums required
to be paid by Mortgagor  under the Note and pursuant to the  provisions  of this
Mortgage and of every other  instrument  securing  the Note when  payment  shall
become due, all without  deduction or credit for taxes or other similar  charges
paid by Mortgagor.

        Section I.2  Performance  of Loan  Agreement.  Mortgagor  shall perform,
observe and comply with all  provisions of that certain Loan  Agreement  between
Mortgagor and Mortgagee of even date  herewith,  and any and all  amendments and
supplements thereto (the "Loan Agreement," the capitalized terms used herein and
not  otherwise  defined  having  the  meanings  given to such terms in said Loan
Agreement).

        Section I.3 Performance of Indenture.  Mortgagor shall perform,  observe
and comply with all provisions of the Indenture,  and any and all amendments and
supplements  thereto,  to the extent the  provisions  thereof are  applicable to
Mortgagor or describe performance, observance or compliance by Mortgagor.

        Section  I.4  Performance  of  Other  Bond  Documents.  Mortgagor  shall
perform,  observe  and comply with all  provisions  of each and all of the other
Bond  Documents,  and any and all amendments  and  supplements  thereto,  to the
extent  the   provisions   thereof  are  applicable  to  Mortgagor  or  describe
performance, observance or compliance by Mortgagor.


                                       3
<PAGE>

        Section I.5 Warranty of Title.  Mortgagor covenants and warrants that it
is seized of an indefeasible  estate in fee simple in the Land and real property
hereby  mortgaged,  is the owner of the  personal  property  in which a security
interest  is  granted  hereunder  and has good  right,  full  power  and  lawful
authority to convey,  mortgage and  encumber the same as provided  herein;  that
Mortgagee may at all times  peaceably and quietly enter upon,  hold,  occupy and
enjoy the Land and real property hereby  mortgaged and every part thereof;  that
the  Land  and real  property  and the  personal  property  in which a  security
interest  is  granted  hereunder  is or will be free  and  clear  of all  liens,
security interests, charges and encumbrances whatsoever, except for the lien for
property taxes not yet due and payable and those Permitted Encumbrances, if any,
as defined and described in the Loan  Agreement.  Mortgagor  shall and will make
such further assurances to perfect  Mortgagee's fee simple title to the Land and
the real  property  hereby  mortgaged,  and the title to the  personal  property
hereby mortgaged or made subject to the security  interest hereby created as may
reasonably be required.  Mortgagor fully warrants the title to the Land and real
property  and the  personal  property  in which a security  interest  is granted
hereunder  and will  forever  defend the same  against the claims of all persons
whomsoever claiming.

        Section I.6 Zoning and Environmental Laws.

              (1)  Mortgagor   represents,   covenants  and  warrants  that  all
applicable zoning laws, ordinances and regulations affecting the Land permit the
use and occupancy of the Plant as a manufacturing facility.

              (2) For purposes of this  Mortgage,  "Hazardous  Materials"  shall
mean all hazardous and toxic substances,  wastes or materials, all pollutants or
contaminants,  asbestos,  or  other  similar  substances  and all raw  materials
containing such substances which are regulated under any  Environmental  Law and
includes, but is not limited to, all petroleum based substances such as gasoline
and oil based  products.  As such,  reference to  "Hazardous  Materials"  is not
limited to substances  which are of necessity  "hazardous or toxic" but includes
any substances  regulated  under any local,  state or federal law whether or not
those  substances  are  "hazardous  or toxic".  For  purposes of this  Mortgage,
"Environmental  Laws" shall mean all applicable  environmental  laws,  rules and
regulations whether federal, state or local including,  without limitation,  the
Federal   Resource   Conservation   and  Recovery  Act  and  the   Comprehensive
Environmental Response Compensation and Liability of 1980 and all amendments and
supplements thereto. With respect to Hazardous Materials,  Mortgagor represents,
warrants and covenants as follows:

                         (1)      Neither  Mortgagor  nor, to the best knowledge
                                  of  Mortgagor  after  due  inquiry,  any other
                                  Person  has  ever  caused  or  permitted   any
                                  Hazardous   Materials  to  be  placed,   held,
                                  located  or  disposed  of on,  under or at the
                                  Land or any part thereof,  nor has the Land or
                                  any part  thereof  ever been used  (whether by
                                  the Mortgagor or, to the best knowledge of the
                                  Mortgagor after due inquiry, by any Person) as
                                  a dump site or storage site (whether permanent
                                  or temporary) for any 

                                       4

<PAGE>

                                  Hazardous  Materials;  or (ii)  Mortgagor  has
                                  fully  disclosed  to  Mortgagee in writing the
                                  existence,  extent and nature of any Hazardous
                                  Materials,    which   Mortgagor   is   legally
                                  authorized and empowered to maintain on, in or
                                  under   the   Land  or   used  in   connection
                                  therewith, and Mortgagor has obtained and will
                                  maintain all  licenses,  permits and approvals
                                  required with respect thereto,  and is in full
                                  compliance  with all of the terms,  conditions
                                  and requirements of such licenses, permits and
                                  approvals;

                         (2)      The Land is now,  and at all  times  hereafter
                                  will continue to be, in full  compliance  with
                                  all Environmental Laws;

                         (3)      Mortgagor hereby agrees to indemnify Mortgagee
                                  and  hold  the  Mortgagee  harmless  from  and
                                  against  any  and  all  losses,   liabilities,
                                  judgments,  damages,  penalties, fines, liens,
                                  suits,  injuries,  costs  (including  clean-up
                                  costs),    expenses   (including   attorneys',
                                  consultants'  or experts'  fees and  expenses)
                                  and  claims of any and every  kind  whatsoever
                                  paid,  incurred  or  suffered  by, or asserted
                                  against  Mortgagee for, with respect to, or as
                                  a  direct  or  indirect  result  of,  (i)  the
                                  presence on or under, or the escape,  seepage,
                                  leakage,   spillage,   discharge,    emission,
                                  discharging  or release from,  the Land of any
                                  Hazardous   Materials   (including,    without
                                  limitation,    any    losses,     liabilities,
                                  judgments,  damages,  penalties, fines, liens,
                                  suits,  injuries,  costs  (including  clean-up
                                  costs),    expenses   (including   attorneys',
                                  consultants'  or experts' fees and expenses or
                                  claims   asserted   or   arising   under   any
                                  Environmental   Laws  which  may  require  the
                                  elimination   or  removal  of  such  Hazardous
                                  Materials  by  Mortgagor,   Mortgagee  or  any
                                  successors or assigns thereof),  regardless of
                                  whether  or  not  caused  by,  or  within  the
                                  control    of,    Mortgagor    or   (ii)   any
                                  representation   or  warranty   by   Mortgagor
                                  contained in this  Section  1.6(b) being false
                                  or untrue in any material respect;

                         (4)      If  Mortgagor  receives  any notice of (i) the
                                  happening   of   any   event   involving   the
                                  generation,  use, spill, discharge or storage,
                                  disposal or cleanup of any Hazardous Materials
                                  (a "Hazardous  Discharge") affecting Mortgagor
                                  or the  Land or  (ii)  any  complaint,  order,
                                  citation   or  notice   with   regard  to  air
                                  emissions,    water    discharges,     surface
                                  contaminations,  noise  emissions or any other
                                  environmental,   health   or   safety   matter
                                  affecting    Mortgagor   or   the   Land   (an
                                  "Environmental  Complaint")  from any  Person,
                                  including,   without  limitation,  the  United
                                  States Environmental Protection ("EPA") or any
                                  agency,  department  or authority of the State
                                  of Florida,  then Mortgagor will give,  within
                                  seven  (7)  Business  Days,  oral and  written
                                  notice of same 

                                        5
<PAGE>


                                  to   Mortgagee.   Mortgagor   will  also  give
                                  Mortgagee  oral  and  written  notice  of  any
                                  change   in  the   nature  or  extent  of  any
                                  Hazardous Materials maintained on, in or under
                                  the Land  within  seven (7)  Business  Days of
                                  such change;

                         (5)      Without limitation of Mortgagee's rights under
                                  this Mortgage, Mortgagee shall have the right,
                                  but not the obligation, to enter onto the Land
                                  or to take  such  other  actions  as it  deems
                                  necessary  or  advisable  to cleanup,  remove,
                                  resolve   or   minimize   the  impact  of,  or
                                  otherwise  deal with, or  participate  in such
                                  actions  with  respect  to any such  Hazardous
                                  Discharge or Environmental  Complaint upon its
                                  receipt  of  any  notice   from  any   Person,
                                  including,   without   limitation,   the  EPA,
                                  asserting   the  existence  of  any  Hazardous
                                  Discharge  or  Environmental  Complaint  on or
                                  pertaining to the Land which,  if true,  could
                                  result  in an  order,  suit  or  other  action
                                  against  Mortgagor  affecting  any part of the
                                  Land by any  governmental  agency or otherwise
                                  which, in the sole opinion of Mortgagee, could
                                  jeopardize  Mortgagee's  security  under  this
                                  Mortgage.  All  reasonable  costs and expenses
                                  incurred by  Mortgagee  in the exercise of any
                                  such rights shall be secured by this  Mortgage
                                  and shall be payable by Mortgagor upon demand,
                                  together with interest thereon at a rate equal
                                  to the Overdue Rate.

              (3) Mortgagor shall indemnify and hold Mortgagee,  the Trustee and
each Bondholder harmless from and against all claims, damages, losses, costs and
expenses  resulting from a violation of the covenants  contained in this Section
1.6 or as a result of a violation by  Mortgagor of any federal or similar  state
law relating to Hazardous Materials, which indemnification shall survive Payment
of the  Bonds  (as  defined  in the Loan  Agreement)  and  cancellation  of this
Mortgage.

              (4) The provisions of this Section 1.6 shall be in addition to and
not in derogation of the  Environmental  Agreement;  provided,  however,  to the
extent of any  conflict  between  the  provisions  of this  Section  1.6 and the
provisions of the Environmental Agreement, Mortgagee and the Bondholder shall be
entitled to elect, in its sole discretion, which provisions shall control.

        Section I.7 Taxes and Liens.

              (1)  Subject  to any  right  of  contest  granted  under  the Loan
Agreement,  Mortgagor  shall pay or bond  promptly,  when and as due,  and shall
promptly,  upon  request by  Mortgagee,  exhibit to  Mortgagee  receipts for the
payment of all taxes,  assessments,  rates, dues, charges,  fees, levies, fines,
impositions,  liabilities, obligations and encumbrances of every kind whatsoever
now or  hereafter  imposed,  levied or assessed  upon or against  the  Mortgaged
Property  or  any  part  thereof,  or  upon  or  against  this  Mortgage  or the
indebtedness  or other sums secured  

                                       6
<PAGE>

hereby, or upon or against the interest of Mortgagee in the Mortgaged  Property,
as well as all income taxes,  assessments and other governmental  charges levied
and imposed by the United States of America or any state, county,  municipality,
borough or other taxing authority upon or against Mortgagor or in respect of the
Mortgaged Property or any part thereof,  and any charge which, if unpaid,  would
become a lien or charge  upon the  Mortgaged  Property  prior to or equal to the
lien of this  Mortgage  before they become  delinquent  and before any  interest
attaches or any penalty is incurred.

              (2)  Subject  to any  right  of  contest  granted  under  the Loan
Agreement,  Mortgagor  shall not  permit or suffer for more than sixty (60) days
any mechanics',  laborers',  materialmen's,  statutory or other lien upon any of
the Mortgaged Property.

              (3) If an Event of  Default  shall  occur  and shall not have been
waived,  Mortgagee may require  Mortgagor to deposit with Mortgagee on the first
day of each month, in addition to making any required  payments of principal and
interest, until the Note is fully paid, an amount equal to one-twelfth (1/12) of
the yearly taxes and  assessments  as estimated by Mortgagee to be sufficient to
enable  Mortgagee  to pay at least  thirty  (30) days before they become due all
taxes,  assessments and other similar charges against the Mortgaged  Property or
any part thereof.  Such deposits shall not be, nor be deemed to be, trust funds,
but may be  commingled  with the general  funds of  Mortgagee,  and no interest,
shall be payable in respect thereof.  Upon demand by Mortgagee,  Mortgagor shall
deliver to  Mortgagee  such  additional  monies as are  required  to make up any
deficiencies  in the amounts  necessary  to enable  Mortgagee to pay such taxes,
assessments  and  similar  charges.  In the event of a default  under any of the
terms,  covenants and conditions of the Note,  this Mortgage or any of the other
Bond  Documents to be kept,  performed or observed by  Mortgagor,  Mortgagee may
apply to the reduction of the sums secured  hereby,  in such manner as Mortgagee
shall determine, any amount held by Mortgagee under this Section 1.7(c).

              (4)  Mortgagor  shall not claim,  demand or be entitled to receive
any credit or credits on the  principal or interest  payable  under the terms of
the  Note or on any  other  sums  secured  hereby,  for so  much  of the  taxes,
assessments or similar  impositions  assessed against the Mortgaged  Property or
any part thereof as are  applicable  to the  indebtedness  secured  hereby or to
Mortgagee's  interest in the Mortgaged  Property.  No deduction shall be claimed
from the taxable value of the  Mortgaged  Property or any part thereof by reason
of the Note, this Mortgage or any other instrument securing the Note.

         Section I.8 Eminent Domain. Unless the Mortgagor shall have prepaid the
Note pursuant to the provisions of the Loan  Agreement,  in the event that title
to, or the temporary use of, the Mortgaged Property or any part thereof shall be
taken pursuant to eminent domain or condemnation  proceedings,  or any voluntary
conveyance of any part of the Mortgaged Property during the pendency of, or as a
result of a threat of, such proceedings ("Eminent Domain"),  the Mortgagor shall
be obligated to continue to make the  payments  required to be made  pursuant to
the Note and the gross proceeds from such proceeds,  award or other amount, less
all expenses  (including  attorneys'  fees) incurred in the realization  thereof
("Net  Proceeds")  received as a result 

                                       7
<PAGE>


of such Eminent  Domain shall be paid to the Trustee and applied as follows:

              (1) If the amount of the Net Proceeds does not exceed  $50,000.00,
the Net  Proceeds  shall be paid to the  Mortgagor  and shall be  applied to the
repair,  replacement,  renewal  or  improvement  of the  Mortgaged  Property  as
necessary.

              (2) If the amount of the Net Proceeds exceeds $50,000.00,  the Net
Proceeds  shall be paid to and held by the  Trustee as a special  account in the
Project  Fund and  invested in  accordance  with  Section  602 of the  Indenture
pending receipt of written instructions from the Mortgagor. At the option of the
Mortgagor,  to be  exercised  within  the  period of  ninety  (90) days from the
receipt by the Trustee of such Net  Proceeds,  the  Mortgagor  shall  advise the
Trustee  that  (A) the  Mortgagor  will  use the Net  Proceeds  for the  repair,
replacement,  renewal or  improvement  of the Mortgaged  Property (such funds to
remain with the Trustee and to be drawn down by the Mortgagor as provided in the
Indenture  in the case of  withdrawals  from the Project  Fund),  or (B) the Net
Proceeds  shall be applied to the prepayment of the Bonds as provided in Article
X of the Loan  Agreement.  If the Mortgagor  does not advise the Trustee  within
said  period of ninety (90) days that it elects to proceed  under  clause (A) to
use such Net Proceeds for the repair, replacement, renewal or improvement of the
Mortgaged Property,  such Net Proceeds shall be applied to the prepayment of the
Bonds pursuant to Article X of the Loan  Agreement.  Any prepayment  pursuant to
the preceding  sentence shall be effected on the next interest  payment date not
less than  thirty (30) days after the  expiration  of said period of ninety (90)
days without an election by the Mortgagor.

         The  Mortgagor  agrees that if it shall elect to use the moneys paid to
the  Trustee  pursuant  to  paragraph  (b) of this  Section  1.8 for the repair,
replacement,  renewal or improvement of the Mortgaged Property,  it will restore
the  Mortgaged  Property,  or  cause  the  same  to  be  done,  to  a  condition
substantially  equivalent to its condition  prior to the occurrence of the event
to which the Net Proceeds were attributable. To the extent that the Net Proceeds
are not sufficient to restore or replace the Mortgaged  Property,  the Mortgagor
shall use its own funds to restore or replace the Mortgaged  Property.  Prior to
the  commencement of such work, the Trustee may require the Mortgagor to furnish
a  completion  bond,  escrow  deposit  or  other  satisfactory  evidence  of the
Mortgagor's  ability to pay or provide for the payment of any estimated costs in
excess of the amount of the Net Proceeds.  Any balance  remaining after any such
application of such Net Proceeds  shall be paid to the Mortgagor.  The Mortgagor
shall be entitled to the Net Proceeds of any insurance  proceeds  resulting from
Eminent  Domain  relating  to  property  of the  Borrower  not  included  in the
Mortgaged Property and not providing security for the Note.

         In  case of a  taking  or  proposed  taking  of all or any  part of the
Mortgaged  Property or any right therein by Eminent Domain,  the Mortgagor shall
give prompt notice  thereof to the  Mortgagee.  Each such notice shall  describe
generally   the  nature  and  extent  of  such  taking,   loss,   proceeding  or
negotiations.

         Section I.9 Care of Property.



                                       8
<PAGE>


              (1) Mortgagor  shall preserve and maintain the Mortgaged  Property
in good condition and repair.  Mortgagor  shall not remove,  demolish,  alter or
change the use of any  building,  structure  or other  improvement  presently or
hereafter on the Land without the prior written consent of Mortgagee,  except as
provided in the Loan Agreement. Mortgagor shall not permit, commit or suffer any
waste,  impairment or  deterioration  of the  Mortgaged  Property or of any part
thereof,  and will not take any action  which will  increase the risk of fire or
other hazard to the Mortgaged Property or to any part thereof.

              (2) Except as  otherwise  provided  in this  Mortgage  or the Loan
Agreement,  no fixture or other part of the Mortgaged Property shall be removed,
demolished or altered, without the prior written consent of the Bondholder.

              (3) Mortgagee may enter upon and inspect the Mortgaged Property at
any reasonable time during the life of this Mortgage.

              (4)  Mortgagor  will  promptly  comply with all present and future
laws, ordinances,  rules and regulations of any governmental authority affecting
the Mortgaged Property or any part thereof.

              (5) If all or any part of the  Mortgaged  Property  shall be lost,
damaged or destroyed by fire or any other cause,  Mortgagor  will give immediate
written notice thereof to Mortgagee and the Bondholder and, subject to the terms
of the Loan  Agreement,  shall  promptly  restore the Mortgaged  Property to the
equivalent of its original condition regardless of whether or not there shall be
any insurance proceeds therefor.  Subject to the terms of the Loan Agreement, if
a part of the Mortgaged Property shall be lost,  physically damaged or destroyed
through  condemnation,  Mortgagor  will  promptly  restore,  repair or alter the
remaining property in a manner satisfactory to Mortgagee.

         Section I.10 Transfer of Property.  Mortgagor  shall not sell,  convey,
transfer,  lease or  further  encumber  any  interest  in all or any part of the
Mortgaged Property, except as provided in the Loan Agreement,  without the prior
written consent of Mortgagee.

         Section  I.11  Further  Assurances.  At any time and from time to time,
upon Mortgagee's request,  Mortgagor shall make, execute and deliver or cause to
be made,  executed and delivered to Mortgagee and, from time to time  thereafter
to be rerecorded or refiled at such time and in such offices and places as shall
be deemed desirable by Mortgagee any and all such further mortgages, instruments
of further assurance, certificates and other documents as Mortgagee may consider
necessary or desirable in order to effectuate,  complete,  enlarge in accordance
with the Loan Agreement or perfect,  or to continue and preserve the obligations
of Mortgagor under the Note and this Mortgage,  and the lien of this Mortgage as
a first and prior lien upon all of the Mortgaged Property,  whether now owned or
hereafter  acquired  by  Mortgagor.  Upon any  failure  by  Mortgagor  to do so,
Mortgagee may, at the expense of the Mortgagor,  make,  execute,  record,  file,
rerecord  or  refile  any  and  all  such  mortgages,   instruments,   financing
statements,  certificates  and documents  for and in the name of Mortgagor,  and
Mortgagor hereby irrevocably  appoints 

                                       9
<PAGE>

Mortgagee  the agent and  attorney-in-fact  of  Mortgagor  to do so which agency
shall be deemed coupled with an interest and irrevocable.

         Section  I.12 Leases  Affecting  Mortgaged  Property.  Mortgagor  shall
comply with and observe its  obligations as landlord under all leases  affecting
the Mortgaged Property or any part thereof. Mortgagor, if required by Mortgagee,
shall  furnish  promptly  to  Mortgagee  executed  copies of all such leases now
existing  or  hereafter  created,  all of which  shall be in form and  substance
satisfactory  to the Mortgagee.  Mortgagor  shall not, except as provided in the
Loan Agreement, without the express written consent of Mortgagee, amend, modify,
surrender, terminate or extend any such lease now existing or hereafter created,
or permit or  suffer an  assignment  or  sublease.  Mortgagor  shall not  accept
payment of rent more than one (1) month in  advance  without  the prior  written
consent of Mortgagee.

         Section I.13 Expenses.  Mortgagor shall pay or reimburse  Mortgagee for
all costs,  charges  and  expenses,  including  reasonable  attorney's  fees and
disbursements,  and costs  incurred or paid by  Mortgagee in any action which is
threatened,  pending or completed  (and any  rehearing or retrial in  connection
with or appeal from any such action) or proceeding or dispute in which Mortgagee
is or might be made a party in interest or appears as a party plaintiff or party
defendant and which affects or might affect the Note, or the Mortgaged  Property
or any part  thereof,  or the  interests  of  Mortgagor  or  Mortgagee  therein,
including but not limited to, the foreclosure of this Mortgage,  condemnation or
bankruptcy  involving  all or part of the  Mortgaged  Property  or any action to
protect the  security  hereof.  All costs,  charges and expenses  (except  where
Mortgagor and  Mortgagee are adverse  parties) so incurred or paid by Mortgagee,
unless awarded by the Court, shall become due and payable  immediately,  whether
or not there be notice,  demand, attempt to collect or suit pending. The amounts
so incurred or paid by Mortgagee,  together with interest thereon at the Overdue
Rate until paid by Mortgagor,  shall be deemed Administrative Expenses and shall
be added to the indebtedness and secured by the lien of this Mortgage.

         Section I.14 Mortgagee's Performance of Defaults. If Mortgagor defaults
in the payment of any tax, assessment,  encumbrance or other imposition,  in its
obligation to furnish insurance hereunder or in the performance or observance of
any  other  covenant,  condition  or  term  in  this  Mortgage  or in any  other
instrument securing the Note, Mortgagee may at its option perform or observe the
same,  and all payments made  (whether such payments are regular or  accelerated
payments)  and costs and expenses  incurred or paid by  Mortgagee in  connection
therewith shall become due and payable immediately by Mortgagor.  The amounts so
incurred or paid by Mortgagee,  together  with  interest  thereon at the Overdue
Rate  from the date  incurred  until  paid by  Mortgagor,  shall be added to the
indebtedness and secured by the lien of this Mortgage.  Nothing contained herein
shall be construed as  requiring  Mortgagee to advance or expend  monies for any
purposes  mentioned in this  paragraph,  or for any other purpose.  Mortgagee is
hereby  empowered to enter and to authorize  others to enter upon the  Mortgaged
Property or any part thereof for the purpose of performing or observing any such
defaulted  covenant,  condition or terms,  without  thereby  becoming  liable to
Mortgagor or any Person in possession holding under Mortgagor.

                                       10
<PAGE>

         Section  I.15 Books and Records.  Mortgagor  shall keep and maintain at
all times complete,  true and accurate books of accounts and records  reflecting
the results of the operation of the Mortgaged Property.  Mortgagor shall furnish
to Mortgagee financial statements and other financial  information in accordance
with and at the times  required  by the terms of the Loan  Agreement.  Mortgagor
shall permit  Mortgagee to inspect said books and records in accordance with the
terms of the Loan Agreement.

         Section I.16 Estoppel Affidavits. Mortgagor, within ten (10) days after
written  request  from  Mortgagee,  shall  furnish  a  written  statement,  duly
acknowledged,  setting  forth the unpaid  principal of and interest on the Note,
and any other  unpaid  sums  secured  hereby,  and whether or not any offsets or
defenses exist against such principal and interest or other sums.

         Section  I.17  Security  Agreement.  With respect to any portion of the
Mortgaged  Property  which  constitutes  personal  property,  fixtures  or other
property  governed  by the  Uniform  Commercial  Code as adopted in the State of
Florida  ("UCC"),  this Mortgage shall constitute a security  agreement  between
Mortgagor as the Debtor and Mortgagee as the Secured Party, and Mortgagor hereby
grants to  Mortgagee  a  security  interest  in such  portion  of the  Mortgaged
Property  and  all  cash  or  non-cash  proceeds  thereof  (including  insurance
proceeds).  Cumulative  of all other  rights of Mortgagee  hereunder,  Mortgagee
shall have all of the rights  conferred  upon secured  parties by the UCC.  Upon
request of Mortgagee,  Mortgagor  shall, at its expense,  assemble such property
and  make  it  available  to  Mortgagee  at a  convenient  place  acceptable  to
Mortgagee.  Mortgagor  will  execute  and  deliver to  Mortgagee  all  financing
statements  that may from time to time be required by Mortgagee to establish and
maintain the validity and priority of the security interest of Mortgagee, or any
modification  thereof, and pay all costs and expenses of any searches reasonably
required by  Mortgagee.  Mortgagee  may exercise any or all of the remedies of a
secured party  available to it under the UCC with respect to such property,  and
it is expressly agreed that if upon an Event of Default Mortgagee should proceed
to seize, take possession of and dispose of such property in accordance with the
provisions  of the UCC or  other  applicable  law,  ten  (10)  days'  notice  by
Mortgagee  to  Mortgagor  shall be  deemed  to be  reasonable  notice  under any
provision of the UCC or other  applicable law requiring  such notice;  provided,
however, that Mortgagee may at its option dispose of such property in accordance
with Mortgagee's  rights and remedies with respect to the real property pursuant
to the provisions of this Mortgage, in lieu of proceeding under the UCC or other
applicable law.


                                   ARTICLE II

                                    DEFAULTS

         Section II.1 Event of Default.  The term "Event of  Default,"  wherever
used in this Mortgage,  shall mean any one or more of the following events (each
of which shall be and constitute a default hereunder):

              (1)  Occurrence  of an "Event of Default" or a default or an event
of default under 

                                       11
<PAGE>


the Loan Agreement or the Indenture.

              (2)  Failure by  Mortgagor  to duly keep,  perform and observe any
covenant, condition or agreement in this Mortgage, which failure is not cured by
Mortgagor  within thirty (30) days after written notice of the same is delivered
by Mortgagee to Mortgagor.

              (3)  Default  by  Mortgagor  under  any  agreement,   document  or
instrument  securing any other  indebtedness of Mortgagor to Mortgagee,  if such
default  is not cured  within any grace  period  permitted  therein  and if such
default  permits the holder to cause such  obligation to become due prior to its
stated  maturity.  Mortgagor shall notify Mortgagee in writing of the occurrence
of such default, specifying the nature of such default.

              (4)  Material  breach of any  warranty  or  covenant  or  material
untruth of any representation of Mortgagor contained in this Mortgage.

         Section II.2  Acceleration  of Maturity.  If an Event of Default  shall
have  occurred,   Mortgagee  may  (with  the  prior  written  direction  of  the
Bondholder)  declare  the  outstanding  principal  amount  of the  Note  and the
interest  accrued  thereon,  and all other sums  secured  hereby,  to be due and
payable  immediately,  and upon such declaration such principal and interest and
other sums shall  immediately  become and be due and payable  without  demand or
notice.

         Section II.3 Mortgagee's  Power of Enforcement.  If an Event of Default
shall have  occurred,  Mortgagee  may,  either  with or without  entry or taking
possession as hereinabove provided or otherwise, proceed by suit or suits at law
or in equity or by any other  appropriate  proceeding or remedy:  (a) to enforce
payment of the Note of the  performance  of any term hereof or any other  right;
(b) to foreclose  this  Mortgage and to sell, as an entirety or in separate lots
or parcels,  the Mortgaged Property,  under the judgment or decree of a court or
courts of competent  jurisdiction;  and (c) to pursue any other remedy available
to it. Mortgagee shall take action either by such proceedings or by the exercise
of its  powers  with  respect  to entry or taking  possession,  or both,  as the
Mortgagee may  determine.  In the event the  Mortgaged  Property is comprised of
more than one  parcel of real  property,  Mortgagor  hereby  waives any right to
require Mortgagee to foreclose or exercise any of its other remedies against all
of the  Mortgaged  Property as a whole or to require  Mortgagee  to foreclose or
exercise such remedies  against one portion of the Mortgaged  Property  prior to
the  foreclosure  or exercise of said  remedies  against  other  portions of the
Mortgaged Property.

         Section II.4 Mortgagee's  Right to Enter and Take  Possession,  Operate
and Apply Income.

              (1) If an Event of Default shall have  occurred,  Mortgagor,  upon
demand  of  Mortgagee,   shall  forthwith  surrender  to  Mortgagee  the  actual
possession of the Mortgaged Property, and if and to the extent permitted by law,
Mortgagee itself, or by such officers or agents as it may appoint, may enter and
take possession of all the Mortgaged Property, and may exclude Mortgagor and its
agents and employees  wholly  therefrom and may have joint access with 


                                       12
<PAGE>

Mortgagor to the books, papers and accounts of Mortgagor.

              (2) If Mortgagor shall for any reason fail to surrender or deliver
the Mortgaged Property or any part thereof after Mortgagee's  demand,  Mortgagee
may obtain a judgment or decree  conferring  on Mortgagee the right to immediate
possession or requiring Mortgagor to deliver immediate possession of all or part
of the Mortgaged Property to Mortgagee along with all books, papers and accounts
of  Mortgagor,  to the  entry of  which  judgment  or  decree  Mortgagor  hereby
specifically consents.

         Section  II.5  Mortgagor  shall  pay to  Mortgagee,  upon  demand,  all
reasonable  costs  and  expenses  of  obtaining  such  judgment  or  decree  and
reasonable  compensation  to Mortgagee,  its attorneys and agents,  and all such
costs,  expenses and compensation  shall,  until paid, be secured by the lien of
this Mortgage.

              (1)  Upon  every  such  entering  upon or  taking  of  possession,
Mortgagee  may hold,  store,  use,  operate,  manage and control  the  Mortgaged
Property and conduct the business thereof, and, from time to time:

                         (1)      make all  necessary  and  proper  maintenance,
                                  repairs,  renewals,  replacements,  additions,
                                  betterments  and   improvements   thereto  and
                                  thereon  and  purchase  or  otherwise  acquire
                                  additional  fixtures,   personalty  and  other
                                  property;

                         (2)      insure or keep the Mortgaged Property insured;

                         (3)      manage and operate the Mortgaged  Property and
                                  exercise   all  the   rights   and  powers  of
                                  Mortgagor  in  its  name  or  otherwise,  with
                                  respect to the same; and

                         (4)      enter into  agreements with others to exercise
                                  the powers herein granted Mortgagee;

all as Mortgagee in its reasonable judgment from time to time may determine; and
Mortgagee may collect and receive all the income,  revenues,  rents,  issues and
profits  of the  same,  including  those  past  due as  well as  those  accruing
thereafter; and shall apply the monies so received by Mortgagee in such priority
as Mortgagee  may  determine to (A) the  reasonable  compensation,  expenses and
disbursements  of the agents and  attorneys;  (B) the cost of insurance,  taxes,
assessments  and other proper  charges upon the  Mortgaged  Property or any part
thereof;  (C) the deposits for taxes and assessments and insurance premiums due;
and (D) the payment of accrued interest and then principal on the Note.

         Mortgagee  shall  surrender  possession  of the  Mortgaged  Property to
Mortgagor  only  when all  that is due upon  such  interest,  tax and  insurance
deposits  and  principal  installments,  and  under  any of the  terms  of  this
Mortgage,  shall have been paid and all  defaults  made good.  The same 

                                       13
<PAGE>

right of taking  possession,  however,  shall exist if any  subsequent  Event of
Default shall occur and not be waived.

         Section  II.6  Leases.  Mortgagee,  at its  option,  is  authorized  to
foreclose this Mortgage,  and the failure to make any tenants party defendant to
any such foreclosure  proceedings and to foreclose their rights will not be, nor
be asserted  by  Mortgagor  to be, a defense to any  proceedings  instituted  by
Mortgagee  to  collect  the sums  secured  hereby or to collect  any  deficiency
remaining unpaid after the foreclosure sale of the Mortgaged Property.

         Section II.7 Purchase by  Mortgagee.  Upon any such  foreclosure  sale,
Mortgagee may bid for and purchase the Mortgaged  Property and, upon  compliance
with the  terms of sale,  may hold,  retain  and  possess  and  dispose  of such
property in its own absolute right without further accountability.

         Section II.8  Application of Indebtedness  Toward Purchase Price.  Upon
any such  foreclosure  sale,  Mortgagee may, if permitted by law, after allowing
for the  proportion of the total  purchase price required to be paid in cash and
for the costs and  expenses  of the sale,  compensation  and other  charges,  in
paying the  purchase  price  apply any  portion of or all sums due to  Mortgagee
under the Note,  this  Mortgage or any of the other Bond  Documents,  in lieu of
cash, to the amount which shall,  upon  distribution of the net proceeds of such
sale, be payable thereon.

        Section II.9 Waiver of  Appraisement,  Valuation,  Stay,  Extension  and
Redemption  Laws.  Mortgagor  agrees to the full extent permitted by law that in
case of a default on its part hereunder,  neither  Mortgagor nor anyone claiming
through or under it shall or will set up, claim or seek to take advantage of any
appraisement,  valuation, stay, extension or redemption laws now or hereafter in
force,  in order to prevent or hinder the  enforcement  of  foreclosure  of this
Mortgage,  or the  absolute  sale of the  Mortgaged  Property  or the  final and
absolute putting into possession  thereof,  immediately  after such sale, of the
purchaser thereat,  and Mortgagor,  for itself and all who may at any time claim
through or under it, hereby  waives,  to the full extent that it may lawfully so
do,  the  benefit  of all such  laws,  and any and all right to have the  assets
comprising the Mortgaged  Property  marshalled  upon any foreclosure of the lien
hereof and agrees that Mortgagee or any court having  jurisdiction  to foreclose
such lien may sell the Mortgaged Property in part or as an entirety.

         Section II.10  Receiver.  If an Event of Default  shall have  occurred,
Mortgagee,  to the extent  permitted  by law and without  regard to the value or
occupancy of the security or the solvency of the Borrower,  shall be entitled as
a matter of strict  right if it so elects to the  appointment  of a receiver  to
enter upon and take  possession  of the  Mortgaged  Property  and to collect all
rents, revenues, issues, income, products and profits thereof and apply the same
as the court may direct. The receiver shall have all rights and powers permitted
under the laws of the state where the Land is located  and such other  powers as
the  court  making  such  appointment  shall  confer.  The  expenses,  including
receiver's  fees,  attorney's  fees,  costs and agent's  compensation,  incurred
pursuant to the powers herein  contained shall be secured by this Mortgage.  The
right to enter and take  possession  of and to manage and operate the  Mortgaged
Property,  and to collect 

                                       14
<PAGE>

the rents, issues and profits thereof, whether by a receiver or otherwise, shall
be cumulative to any other right or remedy hereunder or afforded by law, and may
be exercised concurrently therewith or independently thereof. Mortgagee shall be
liable to account only for such rents,  issues and profits actually  received by
Mortgagee,  whether  received  pursuant  to this  Section or Section 2.3 hereof.
Notwithstanding  the appointment of any receiver or other  custodian,  Mortgagee
shall be entitled as secured party  hereunder to the  possession  and control of
any  cash,  deposits,  or  instruments  at the  time  held  by,  or  payable  or
deliverable under the terms of this Mortgage to, Mortgagee.

         Section II.11 Suits to Protect the Mortgaged Property.  Mortgagee shall
have the power and authority to institute and maintain any suits and proceedings
as Mortgagee may deem  advisable (a) to prevent any  impairment of the Mortgaged
Property by any acts which may be unlawful or any  violation  of this  Mortgage,
(b) to preserve or protect its interest in the  Mortgaged  Property,  and (c) to
restrain  the  enforcement  of or  compliance  with  any  legislation  or  other
governmental enactment,  rule or order that may be unconstitutional or otherwise
invalid, if the enforcement of or compliance with such enactment,  rule or order
might impair the security hereunder or be prejudicial to Mortgagee's interest.

         Section  II.12  Proofs  of  Claim.  In the  case  of any  receivership,
insolvency, bankruptcy, reorganization,  arrangement, adjustment, composition or
other judicial  proceedings  affecting  Mortgagor,  any Person  guaranteeing  or
endorsing  any of  Mortgagor's  obligations,  its  creditors  or  its  property,
Mortgagee, to the extent permitted by law, shall be entitled to file such proofs
of claim and other  documents  as may be necessary or advisable in order to have
its claims allowed in such  proceedings for the entire amount due and payable by
Mortgagor  under the Note, this Mortgage and any other  instrument  securing the
Note, at the date of the institution of such proceedings, and for any additional
amounts which may become due and payable by Mortgagor after such date.

         Section  II.13  Mortgagor  to Pay the Note on Any  Default in  Payment;
Application of Monies by Mortgagee.

              (1) If  default  shall be made in the  payment  of any  amount due
under the Note, this Mortgage or any other  instrument  securing the Note, then,
upon  Mortgagee's  demand,  Mortgagor will pay to Mortgagee the whole amount due
and payable under the Note and all other sums secured  hereby;  and if Mortgagor
shall  fail to pay the same  forthwith  upon  such  demand,  Mortgagee  shall be
entitled  to sue for and to  recover  judgment  for the whole  amount so due and
unpaid together with costs and expenses  including the reasonable  compensation,
expenses and  disbursements  of  Mortgagee's  agents and  attorneys  incurred in
connection  with such suit and any  appeal in  connection  therewith.  Mortgagee
shall be entitled to sue and recover judgment as aforesaid either before,  after
or during the pendency of any  proceedings for the enforcement of this Mortgage,
and the right of Mortgagee to recover such judgment shall not be affected by any
taking,  possession or  foreclosure  sale  hereunder,  or by the exercise of any
other right,  power or remedy for the enforcement of the terms of this Mortgage,
or the foreclosure of the lien hereof.


                                       15
<PAGE>

              (2) In  case  of a  foreclosure  sale  of all or any  part  of the
Mortgaged Property and of the application of the proceeds of sale to the payment
of the sums secured  hereby,  Mortgagee  shall be entitled to enforce payment of
and to receive all amounts then remaining due and unpaid and to recover judgment
for any portion thereof remaining unpaid, with interest.

              (3) Mortgagor hereby agrees,  to the extent permitted by law, that
no recovery of any such  judgment by Mortgagee  and no attachment or levy or any
execution upon any of the Mortgaged  Property or any other property shall in any
way affect the lien of this  Mortgage  upon the  Mortgaged  Property or any part
thereof or any lien, rights, powers or remedies of Mortgagee hereunder, but such
lien, rights, powers and remedies shall continue unimpaired as before.

              (4) Any monies  collected  or  received  by  Mortgagee  under this
Section 2.13 shall be applied in the manner provided in the Trust Indenture.

         Section  II.14  Delay or  Omission  No Waiver.  No delay or omission of
Mortgagee  or of any holder of the Note to exercise  any right,  power or remedy
accruing upon any Event of Default shall exhaust or impair any such right, power
or  remedy  or shall be  construed  to waive  any such  Event of  Default  or to
constitute  acquiescence  therein.  Every  right,  power  and  remedy  given  to
Mortgagee  may be  exercised  from  time to time and as  often as may be  deemed
expedient by Mortgagee.

         Section II.15 No Waiver of One Default to Affect Another.  No waiver of
any Event of Default  hereunder  shall extend to or affect any subsequent or any
other Event of Default then existing,  or impair any rights,  powers or remedies
consequent  thereon. If Mortgagee (a) grants forbearance or an extension of time
for the  payment  of any sums  secured  hereby;  (b) takes  other or  additional
security  for the payment  thereof;  (c) waives or does not  exercise  any right
granted in the Note,  this Mortgage or any other  instrument  securing the Note;
(d) releases any part of the  Mortgaged  Property from the lien of this Mortgage
or any other  instrument  securing  the Note;  (e) consents to the filing of any
map, plat or replat of the Land; (f) consents to the granting of any easement on
the Land; or (g) makes or consents to any  agreement  changing the terms of this
Mortgage or subordinating the lien or any charge hereof, no such act or omission
shall release, discharge,  modify, change or affect the original liability under
the Note, this Mortgage or otherwise of Mortgagor,  or any subsequent  purchaser
of the Mortgaged Property or any part thereof or any maker, cosigner,  endorser,
surety or  guarantor.  No such act or omission  shall  preclude  Mortgagee  from
exercising  any right,  power or  privilege  herein  granted or  intended  to be
granted in case of any Event of Default then existing or of any subsequent Event
of Default  nor,  except as otherwise  expressly  provided in an  instrument  or
instruments  executed by  Mortgagee,  shall the lien of this Mortgage be altered
thereby.  In the event of the sale or transfer by  operation of law or otherwise
of all or any part of the Mortgaged Property,  Mortgagee,  without notice to any
Person,  is hereby  authorized  and  empowered  to deal with any such  vendee or
transferee with reference to the Mortgaged Property or the indebtedness  secured
hereby, or with reference to any of the terms or conditions hereof, as fully and
to the same extent as it might deal with the original parties hereto and without
in any way  releasing or  discharging  any of the  liabilities  or  undertakings
hereunder.


                                       16
<PAGE>

         Section  II.16  Discontinuance  of  Proceedings;  Position  of  Parties
Restored. If Mortgagee shall have proceeded to enforce any right or remedy under
this Mortgage by foreclosure,  entry or otherwise,  and such  proceedings  shall
have  been  discontinued  or  abandoned  for any  reason,  or  shall  have  been
determined  adversely to  Mortgagee,  then and in every such case  Mortgagor and
Mortgagee shall be restored to their former positions and rights hereunder,  and
all  rights,  powers and  remedies  of  Mortgagee  shall  continue as if no such
proceeding had occurred or had been taken.

         Section II.17 Remedies Cumulative.  No right, power or remedy conferred
upon or reserved to Mortgagee by the Note, this Mortgage or any other instrument
securing the Note is exclusive of any other right, power or remedy, but each and
every such right,  power and remedy shall be cumulative and concurrent and shall
be in addition to any other right, power and remedy given hereunder or under the
Note or any of the other Bond Documents, or now or hereafter existing at law, in
equity or by statute.


                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

         Section III.1 Legal Representatives,  Successors,  and Assigns Included
in Parties.  Whenever one of the parties  hereto is named or referred to herein,
the  legal  representatives,  successors  and  assigns  of such  party  shall be
included and all covenants and agreements  contained in this Mortgage,  by or on
behalf of Mortgagor or  Mortgagee,  shall bind and inure to the benefit of their
respective legal representatives,  successors and assigns,  whether so expressed
or not.  Further,  it is  specifically  provided  that  this  Mortgage  shall be
assigned by Mortgagee to the Trustee  pursuant to the  Indenture  and, upon such
assignment,  all rights and remedies granted to Mortgagee  hereunder shall inure
to and may be exercised by the Trustee which shall be deemed to be the mortgagee
hereunder.

         Section III.2 Addresses for Notices, etc. Any notice, report, demand or
other  instrument  authorized  or required to be given or  furnished  under this
Mortgage  to  Mortgagor  or  Mortgagee  shall be deemed  given or  furnished  in
accordance with the provisions of the Loan Agreement or the Indenture.

         Section  III.3  Headings.  The  headings  of  the  articles,  sections,
paragraphs  and  subdivision  of this Mortgage are for  convenience of reference
only,  are not to be considered a part hereof,  and shall not limit to expand or
otherwise affect any of the terms hereof.

         Section III.4 Invalid Provisions to Affect No Others. In the event that
any of the  covenants,  agreements,  terms or provisions  contained in the Note,
this  Mortgage  or any other  instrument  securing  the Note  shall be  invalid,
illegal  or  unenforceable  in  any  respect,  the  validity  of  the  remaining
covenants,  agreements, terms or provisions contained herein and in the Note and

                                       17

<PAGE>

any other instrument  securing the Note shall be in no way affected,  prejudiced
or disturbed thereby.

         Section III.5 Changes,  etc.  Neither this Mortgage nor any term hereof
may be changed,  waived,  discharged or terminated  orally,  or by any action or
inaction, but only by an instrument in writing signed by the party against which
enforcement  of the change,  waiver,  discharge or  termination  is sought.  Any
agreement  hereafter  made by Mortgagor and Mortgagee  relating to this Mortgage
shall be  superior  to the  rights  of the  holder  of any  intervening  lien or
encumbrance.

         Section  III.6  Governing  Law.  This Mortgage is made by Mortgagor and
accepted by  Mortgagee  in the State of Florida,  with  reference to the laws of
such State, and shall be construed, interpreted, enforced and governed by and in
accordance with such laws (excluding the principles thereof governing  conflicts
of law).

         Section III.7  Overdue  Rate.  The Overdue Rate shall be as provided in
Loan Agreement or the Note; in the event no such rate is provided  therein,  the
Overdue Rate shall be the maximum rate of interest  permitted by law at the time
of default or the Reference  Rate plus two percent (2%) per annum,  whichever is
lower.

         Section  III.8 Joint and Several.  If there is more than one  Mortgagor
hereunder, the duties,  liabilities and obligations of Mortgagor hereunder shall
be joint and several.

         Section  III.9  Non-Homestead.  The  Mortgaged  Property  does  not now
constitute, and has not ever constituted, the homestead of Mortgagor.

         Section  III.10  WAIVER  OF JURY  TRIAL.  MORTGAGOR  HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON THIS MORTGAGE OR ARISING OUT OF, UNDER, OR IN
CONNECTION  WITH THIS MORTGAGE OR ANY DOCUMENT OR INSTRUMENT  CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THIS MORTGAGE,  INCLUDING  WITHOUT  LIMITATION,  THE
OTHER BOND DOCUMENTS,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER  VERBAL OR  WRITTEN)  OR ACTIONS OF ANY PARTY  WITH  RESPECT  HERETO OR
THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR MORTGAGEE'S ISSUANCE OF THE
BONDS  AND  LOAN OF THE  PROCEEDS  THEREOF  TO  MORTGAGOR  AND  FOR  MORTGAGEE'S
ACCEPTANCE  OF AND/OR  ENTRY INTO ALL  DOCUMENTS  AND  INSTRUMENTS  EXECUTED  IN
CONNECTION  WITH THIS MORTGAGE,  INCLUDING  WITHOUT  LIMITATION,  THE OTHER BOND
DOCUMENTS, FROM, OR WITH, MORTGAGOR AND/OR THE GUARANTORS.

                                       18
<PAGE>



         IN WITNESS  WHEREOF,  the undersigned have executed this instrument the
day and year above first write

Signed, sealed and delivered           ELXSI
in the presence of:

                                       By:
-----------------------------              -------------------------------------
Name:                                  Name: Alexander M. Milley
     ------------------------          Title: President


-----------------------------
Name:                        
     ------------------------          
                                       Attest:


                                       By:
-----------------------------              -------------------------------------
Name:                                  Name: David Doolittle 
     ------------------------          Title: Vice President


-----------------------------
Name:                                  (CORPORATE SEAL)
     ------------------------
As to "Mortgagor"


                                       ORANGE COUNTY INDUSTRIAL
                                       DEVELOPMENT AUTHORITY

                                       By:
-----------------------------              -------------------------------------


                                       19
<PAGE>
Name:                                  Name: David A. Winters
     ------------------------          Title: Vice Chairman of the Orange County
                                              Industrial Development Authority

-----------------------------
Name:                        
     ------------------------          
                                       Attest:

-----------------------------          -----------------------------------------
Name:                                  Name: David A. Winters
     ------------------------          Title: Vice Chairman of the Orange County
                       (SEAL)                 Industrial Development Authority
As to "Mortgagee"

STATE OF FLORIDA
COUNTY OF ORANGE

        The foregoing  instrument  was  acknowledged  before me this 24th day of
September, 1997, by Alexander M. Milley and David Doolittle as the President and
Vice President,  respectively,  of ELXSI, a California corporation, on behalf of
the corporation.

                   -------------------------------------------
                   Name:
                        --------------------------------------
                   Notary Public, State of Florida
                   Personally Known
                                   ---------------------------
                   Produced Identification
                                          --------------------
                   Type of Identification:
                                          --------------------

                                 (NOTARIAL SEAL)

STATE OF FLORIDA
COUNTY OF ORANGE

        The foregoing  instrument  was  acknowledged  before me this 24th day of
September,  1997,  by David A.  Winters as Vice  Chairman  of the Orange  County
Industrial  Development  Authority,  a public body  corporate  and politic and a
public instrumentality duly created and existing under and by virtue of the laws
of the State of Florida, on behalf of said Authority.

                   -------------------------------------------
                   Name:
                        --------------------------------------
                   Notary Public, State of Florida
                   Personally Known
                                   ---------------------------
                   Produced Identification
                                          --------------------
                   Type of Identification:
                                          --------------------

                                 (NOTARIAL SEAL)



STATE OF FLORIDA
COUNTY OF ORANGE

        The foregoing  instrument  was  acknowledged  before me this 24th day of
September, 1997, by Daniel A. Lynch as Secretary of the Orange County Industrial
Development  Authority,  a  public  body  corporate  and  politic  and a  public
instrumentality duly created and existing under and by virtue of the laws of the
State of Florida, on behalf of said Authority.

                   -------------------------------------------
                   Name:
                        --------------------------------------
                   Notary Public, State of Florida
                   Personally Known
                                   ---------------------------


                                       20
<PAGE>

                   Produced Identification
                                          --------------------
                   Type of Identification:
                                          --------------------

                                 (NOTARIAL SEAL)





                                       21

<PAGE>



                                   EXHIBIT "A"

                          Legal Description of the Land


        Lots 1 through  12,  Block M and all of Block N lying  North and West of
Interstate  4, PLAT OF WOODHAVEN,  as recorded in Plat Book J, Page 127,  Public
Records of Orange County, Florida.


<PAGE>

                                   EXHIBIT "B"

                       Description of Additional Property


(b)  All of the structures, buildings and improvements now or hereafter situated
     upon the Land.

(c)  Any and all easements, rights-of-way, gores of land, streets, ways, alleys,
     passages,  sewer  rights,  air rights,  water,  water stock,  water rights,
     titles, interests, privileges,  tenements,  hereditaments and appurtenances
     whatsoever,  in any way belonging,  relating or  appertaining to any of the
     Land or which hereafter  shall in any way belong,  relate or be appurtenant
     thereto,  whether now owned or hereafter acquired by the Mortgagor, and the
     reversion and reversions,  remainder and remainders, rents, issues, profits
     thereof,  and  all  of  the  estate,  right,  title,  interest,   property,
     possession,  "claim and demand  whatsoever at law, as well as in equity, of
     the Mortgagor of, in and to the same.

(d)  All right, title and interest of the Mortgagor,  if any, in and to the land
     lying in the bed of any streets,  roads or avenues,  opened or proposed, in
     front of or adjoining the Land, and in and to the appurtenances thereto.

(e)  All rents, profits, issues and revenue of the Land and the buildings on the
     Land from time to time  accruing,  whether  under leases or  tenancies  now
     existing or hereafter created.

(f)  All of the Mortgagor's  right,  title and interest in and to any judgments,
     awards  of  damages,  condemnation  payments  and  settlements,   including
     interest thereon, and the right to receive the same, which may be made with
     respect  to the Land as a result of the  exercise  of the right of  eminent
     domain,  the  alteration  of the side of any street,  any other injury or a
     decrease in the value of the Land, or proceeds of insurance awards.

(g)  All  machinery,  apparatus,  equipment,  fittings,  fixtures  and  tangible
     personal  property  of every kind and nature  whatsoever  now or  hereafter
     located on the Land or in any buildings or  improvements  upon the Land, or
     any part thereof, and used or usable in connection with the construction of
     or any occupancy of any buildings on the Land or the operation of the Land,
     all additions thereto, and all substitutions and replacements therefor, but
     specifically excluding all fixtures,  equipment,  machinery,  furniture and
     other  items of  tangible  personal  property  owned by  tenants  occupying
     buildings on the Land.

(h)  The Mortgagor's  interest in all leases of the Land or portions thereof now
     existing or hereafter entered into by the Mortgagor,  and all right,  title
     and interest of the Mortgagor  thereunder,  including,  without limitation,
     cash or  securities  deposited  thereunder  to  secure  performance  by the
     lessees and vendees of their obligations thereunder,  subject,  however, to
     the terms of the leases pursuant to which such deposits are held.

(i)  All deposits made with, or other security  given to,  utility  companies by
     the Mortgagor 

                            Page 1 of 2 Exhibit "B"


<PAGE>


     with respect to the Land.

(j)  All  of the  Mortgagor's  rights  relating  to the  Land  or the  operation
     thereof, or used in connection  therewith,  including,  without limitation,
     the non-exclusive right to use trade names, service marks and trademarks.

(k)  All proceeds of the  conversion,  voluntary or  involuntary,  or any of the
     foregoing into cash or liquidated  claims,  including proceeds of insurance
     and condemnation awards.

(l)  All rights to other  permits,  authorizations  and  approvals  granted  the
     Mortgagor  in regard to the Land such as, but not limited to, all  building
     permits, certificates of occupancy, etc.

(m)  All rights of the Mortgagor to any contracts  relating to the Land such as,
     but not limited to, all contracts with any general  contractors with regard
     to  improvements  to  be  constructed  on  the  Land,  engineer  contracts,
     architects contracts, marketing contracts, management contracts, service or
     maintenance  contracts,  etc., and all claims or causes of actions  arising
     therefrom in favor of the Mortgagor.

(n)  All intangible rights of the Mortgagor  regarding the Land such as, but not
     limited to, all impact fee  credits,  sewer fee  credits,  sewer rights and
     development  rights,  including,  but not limited to,  rights  regarding to
     concurrency and the right to develop.

(o)  All  building  materials,  whether  located  upon or off the Land,  and all
     warranties  (seller's,  manufacturer's,  contractor's  or  other)  given in
     connection  with the Land,  and all  architectural  or  engineering  plans,
     specifications  and  drawings,  and  surveys  used  in  connection  with or
     relating to the Land.


                            Page 2 of 2 Exhibit "B"


<PAGE>

                                   ASSIGNMENT


     FOR VALUE RECEIVED, ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY,  hereby
assigns,  transfers and sets over to SUNTRUST BANK,  CENTRAL  FLORIDA,  NATIONAL
ASSOCIATION,  as Trustee,  the within Mortgage and Security  Agreement,  without
recourse, this 24th day of September, 1997.


Signed, sealed and delivered           ORANGE COUNTY INDUSTRIAL
in the presence of:                    DEVELOPMENT AUTHORITY

                                       By:
-----------------------------              -------------------------------------
Name:                                  Name: David A. Winters
     ------------------------          Title: Vice Chairman of the Orange County
                                              Industrial Development Authority

-----------------------------
Name:                        
     ------------------------          
                                       Attest:

-----------------------------          By:
Name:                                      -------------------------------------
     ------------------------          Name: David A. Winters
                       (SEAL)         Title: Vice Chairman of the Orange County
                                             Industrial Development Authority



STATE OF FLORIDA

COUNTY OF ORANGE

        The foregoing  instrument  was  acknowledged  before me this 24th day of
September,  1997,  by David A. Winters as the Vice Chairman of the Orange County
Industrial  Development  Authority,  a public body  corporate  and politic and a
public instrumentality duly created and 

<PAGE>


existing  under and by virtue of the laws of the State of Florida,  on behalf of
said Authority.


                   -------------------------------------------
                   Name:
                        --------------------------------------
                   Notary Public, State of Florida
                   Personally Known
                                   ---------------------------
                   Produced Identification
                                          --------------------
                   Type of Identification:
                                          --------------------

                                 (NOTARIAL SEAL)


STATE OF FLORIDA

COUNTY OF ORANGE

        The foregoing  instrument  was  acknowledged  before me this 24th day of
September,  1997,  by Daniel A.  Lynch as the  Secretary  of the  Orange  County
Industrial  Development  Authority,  a public body  corporate  and politic and a
public instrumentality duly created and existing under and by virtue of the laws
of the State of Florida, on behalf of said Authority.


                   -------------------------------------------
                   Name:
                        --------------------------------------
                   Notary Public, State of Florida
                   Personally Known
                                   ---------------------------
                   Produced Identification
                                          --------------------
                   Type of Identification:
                                          --------------------

                                 (NOTARIAL SEAL)

<PAGE>