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                                                                   EXHIBIT 10.65

YOURS TRULY,_____ STATE OF INDIANA ____________________ SPACE ABOVE THIS LINE
FOR RECORDING DATA

                              REAL ESTATE MORTGAGE
                          (With Future Advance Clause)

        1. DATE AND PARTIES. The date of this Real Estate Mortgage ("Security
Instrument") is March 29, 2000 and the parties, their addresses and tax
identification numbers, if required, are as follows:

                        MORTGAGOR:  Houba, Inc.
                                    16235 State Road 17
                                    Culver, Indiana 46511
                                    Tax ID#: 35-1356439

            [ ] If checked, refer to the attached Addendum incorporated herein,
                for additional Mortgagors, their signatures and acknowledgments.

                LENDER:                 Watson Pharmaceuticals, Inc.
                                        311 Bonnie Circle
                                        Corona, California  91720

        2. CONVEYANCE. For good and valuable consideration, the receipt and
sufficiency of which is acknowledged, and to secure the Secured Debt
(defined below) and Mortgagor's performance under this Security Instrument,
Mortgagor grants, bargains, conveys, mortgages and warrants to Lender the
following described property:

                         See Exhibit A attached hereto.

        The property is located in Marshall County at 16235 State Road 17,
Culver, Indiana 46511, together with all rights, easements, appurtenances,
royalties, mineral rights, oil and gas rights, crops, timber, all diversion
payments or third party payments made to crop producers, all water and riparian
rights, wells, ditches, reservoirs, and water stock and all existing and future
improvements, structures, fixtures, and replacements that may now, or at any
time in the future, be part of the real estate described above (all referred to
as the "Property").

        3. MAXIMUM OBLIGATION LIMIT. The total principal amount secured by this
Security Instrument at any one time shall not exceed $17,500,000.00. This
limitation of amount does not include interest and other fees and charges
validly made pursuant to this Security Instrument. Also, this limitation does
not apply to advances made under the terms of this Security Instrument to
protect Lender's security and to perform any of the covenants contained in this
Security Instrument.

        4. SECURED DEBT AND FUTURE ADVANCES. The term "Secured Debt" is defined
as follows:

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                    A.  Debt incurred under the terms of all
                        promissory note(s), contract(s), guaranty(s)
                        or other evidence of debt described below
                        and all their extensions, renewals,
                        modifications or substitutions. (When
                        referencing the debts below it is suggested
                        that you include items such as borrowers'
                        names, note amounts, interest rates,
                        maturity dates, etc.)

                        See Exhibit B attached hereto.

                    B.  All future advances from Lender to Mortgagor or other
                        future obligations of Mortgagor to Lender under any
                        promissory note, contract, guaranty or other evidence of
                        debt existing now or executed after this Security
                        Instrument whether or not this Security Instrument is
                        specifically referenced.  If more than one person signs
                        this Security Instrument, each Mortgagor agrees that
                        this Security Instrument will secure all future advances
                        and future obligations that are given to or incurred by
                        any one or more Mortgagor, or any one or more
                        Mortgagor and others.  All future advances and other
                        future obligations are secured by this Security
                        Instrument even though all or part may not yet be
                        advanced.  All future advances and other future
                        obligations are secured as if made on the date of this
                        Security Instrument.  Nothing in this Security
                        Instrument shall constitute a commitment to make
                        additional or future loans or advances in any amount.
                        Any such commitment must be agreed to in a separate
                        writing.

                    C.  All obligations that Mortgagor owes to Lender, which
                        now exist or may later, arise, to the extent not
                        prohibited by law, including, but not limited to,
                        liabilities for overdrafts relating to any deposit
                        account agreement between Mortgagor and Lender.

                    D.  All additional sums advanced and expenses incurred by
                        Lender for insuring, preserving or otherwise protecting
                        the Property and its value and any other sums advanced
                        and expenses incurred by Lender under the terms of this
                        Security Instrument.

        This Security Instrument will not secure any other debt if Lender fails
to give any required notice of the right of rescission.

        5. PAYMENTS. Mortgagor agrees that all payments under the Secured Debt
will be paid when due and in accordance with the terms of the Secured Debt and
this Security Instrument.

        6. WARRANTY OF TITLE. Mortgagor warrants that Mortgagor is or will be
lawfully seized of the estate conveyed by this Security Instrument and has the
right to grant, bargain, convey, sell, mortgage and warrant the Property.
Mortgagor also warrants that the Property is unencumbered, except for
encumbrances of record.

        7. OTHER SECURITY INTERESTS. With regard to any other mortgage, deed of
trust, security agreement or other lien document that created a prior or
subsequent security interest or encumbrance on the Property, Mortgagor agrees:

                    A. To make all payments when due and to perform or  comply
                       with all covenants.


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              B. To promptly deliver to Lender any notices that Mortgagor
                 receives from the holder.

              C. Not to allow any modification or extension of, nor to request
                 any future advances under any note or agreement secured by the
                 lien document without Lender's prior written consent.

        8. CLAIMS AGAINST TITLE. Mortgagor will pay all taxes, assessments,
liens, encumbrances, lease payments, ground rents, utilities, and other
charges relating to the Property when due. Lender may require Mortgagor to
provide to Lender copies of all notices that such amounts are due and the
receipts evidencing Mortgagor's payment. Mortgagor will defend title to the
Property against any claims that would impair the lien of this Security
Instrument. Mortgagor agrees to assign to Lender, as requested by Lender, any
rights, claims or defenses that Mortgagor may have against parties who supply
labor or materials to maintain or improve the Property.

        9. DUE ON SALE OR ENCUMBRANCE. Lender may, at its option, declare the
entire balance of the Secured Debt to be immediately due and payable upon
the creation of, or contract for the creation of, any lien, encumbrance,
transfer or sale of the Property. This right is subject to the restrictions
imposed by federal law (12 C.F.R. 591), as applicable. This covenant shall run
with the Property and shall remain in effect until the Secured Debt is paid in
full and this Security Instrument is released.

        10. TRANSFER OF AN INTEREST IN THE MORTGAGOR. If Mortgagor is an entity
other than a natural person (such as a corporation or other organization),
Lender may demand immediate payment if:

              A. A beneficial interest in Mortgagor is sold or transferred.

              B. There is a change in either the identity or number of  members
                 of a partnership or similar entity.

              C. There is a change in ownership of more than twenty-five
                 percent (25%) of the voting stock of a corporation or similar
                 entity.

        However, Lender may not demand payment in the above  situations if it
is prohibited by law as of the date of this Security Instrument.

        11. ENTITY WARRANTIES AND REPRESENTATIONS. If Mortgagor is an entity
other than a natural person (such as a corporation or other organization),
Mortgagor makes to Lender the following warranties and representations which
shall continue as long as the Secured Debt remains outstanding:

              A. Mortgagor is duly organized and validly existing in
                 Mortgagor's state of  incorporation or organization. Mortgagor
                 is in good standing in all states in which  Mortgagor transacts
                 business.  Mortgagor has the power and authority to own the
                 Property and to carry on its business as now being conducted
                 and, as  applicable, is qualified to do so in each state in
                 which Mortgagor operates.

              B. The execution, delivery and performance of this Security
                 Instrument by Mortgagor and the obligations evidenced by the
                 Secured Debt are within the


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                 power of Mortgagor, have been duly authorized, have received
                 all necessary governmental approval, and will not violate any
                 provision of law, or order of court or governmental agency.


              C. Other than previously disclosed in writing to Lender,
                 Mortgagor  has not changed its name within the last ten (10)
                 years  and has not used any other trade or fictitious name.
                 Without Lender's prior written consent, Mortgagor does not and
                 will not use any other name and will preserve its existing
                 name, trade names and franchises until the Secured Debt is
                 satisfied.


        12. PROPERTY CONDITION, ALTERATIONS AND INSPECTION. Mortgagor will
keep the Property in good condition and make all repairs that are reasonably
necessary. Mortgagor shall not commit or allow any  waste, impairment, or
deterioration of the Property. Mortgagor will keep the Property free of noxious
weeds and grasses.  Mortgagor agrees that the nature of the occupancy and use
will not substantially change without Lender's prior written consent. Mortgagor
will not permit any change in any license, restrictive covenant or easement
without Lender's prior written consent.  Mortgagor will notify Lender of all
demands, proceeds, claims, and actions against Mortgagor, and of any loss or
damage to the 0Property.

        No portion of the Property will be removed, demolished or materially
altered without Lender's prior written consent except that Mortgagor has the
right to remove items of personal property comprising a part of the Property
that become worn or obsolete, provided that such personal property is replaced
with other personal property at least equal in value and quality to the replaced
personal property, free from any title retention device, security agreement or
other encumbrance. Such replacement to personal property will be deemed subject
to the security interest created by this Security Instrument. Mortgagor shall
not partition or subdivide the Property without Lender's prior written consent.

        Lender or Lender's agents may, at Lender's option, enter the
Property at any reasonable time for the purpose of inspecting the Property.
Lender shall give Mortgagor notice at the time of or before an inspection
specifying a reasonable purpose for the inspection. Any inspection of the
Property shall be entirely for Lender's benefit and Mortgagor will in no way
rely on Lender's inspection.

        13. AUTHORITY TO PERFORM. If Mortgagor fails to perform any duty or any
of the covenants contained in this Security Instrument, Lender may,
without notice, or obligation to do so, perform or cause them to be performed.
Mortgagor appoints Lender as attorney-in-fact to sign Mortgagor's name or pay
any amount necessary for performance. Lender's right to perform for Mortgagor
shall not create an obligation to perform, and Lender's failure to perform will
not preclude Lender from exercising any of Lender's other rights under the law
or this Security Instrument. If any construction on the Property is discontinued
or not carried on in a reasonable manner, Lender may take all steps necessary to
protect Lender's security interest in the Property, including completion of the
construction.

        14. ASSIGNMENT OF LEASES AND RENTS. Mortgagor grants, bargains, conveys
and warrants to Lender, as additional security, all right, title and interest
in and to any and all:

             A.  Existing or future leases, subleases, licenses, guaranties
                 and any  other written or verbal agreements for the use and
                 occupancy of any portion of the


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                 Property, including any extensions, renewals, modifications or
                 substitutions of  such agreements (all referred to as
                 "Leases").

             B.  Rents, issues and profits (all referred to as "Rents"),
                 including, but not limited to, security deposits, minimum
                 rent, percentage rent, additional rent, common area
                 maintenance charges, parking charges, real estate taxes,
                 ther applicable taxes, insurance premium contributions,
                 liquidated damages following default, cancellation premiums,
                 "loss of rents" insurance, guest receipts, revenues,
                 royalties, proceeds, bonuses, accounts, contract rights,
                 general intangibles, and all rights and claims which
                 Mortgagor may have that in any way pertain to or are on
                 account of the use or occupancy of the whole or any part of
                 the Property.

        In the event any item listed as Leases or Rents is determined to be
personal property, this Security Instrument will also be regarded as a security
agreement.

        Mortgagor will promptly provide Lender with true and correct copies
of all existing and future Leases.

        Mortgagor may collect, receive, enjoy and use the Rents so long as
Mortgagor is not in default.

        Mortgagor will not collect any Rents due in future lease periods,
unless Mortgagor first obtains Lender's written consent. Upon default, Mortgagor
will receive any Rents in trust for Lender and Mortgagor will not commingle the
Rents with any other funds. Any amounts collected shall be applied at Lender's
discretion to payments on the Secured Debt as therein provided, to costs of
managing the Property, including, but not limited to, all taxes, assessments,
insurance premiums, repairs, and commissions to rental agents, and to any other
necessary related expenses including Lender's attorneys' fees and costs.

        Mortgagor acknowledges that this assignment is immediately effective
between the parties to this assignment and effective as to third parties on the
recording of this Security Instrument. Mortgagor agrees that Lender is entitled
to notify Mortgagor or Mortgagor's tenants to make payments of Rents due or to
become due directly to Lender after such recording, however Lender agrees not to
notify Mortgagor's tenants until Mortgagor defaults and Lender notifies
Mortgagor of the default and demands that Mortgagor and Mortgagor's tenants pay
all Rents due or to become due directly to Lender. Immediately after Lender
gives Mortgagor the notice of default, Mortgagor agrees that either Lender or
Mortgagor may immediately notify the tenants and demand that all future Rents be
paid directly to Lender. On receiving the notice of default, Mortgagor will
endorse and deliver to Lender any payments of Rents. If Mortgagor becomes
subject to a voluntary or involuntary bankruptcy, then Mortgagor agrees that
Lender is entitled to receive relief from the automatic stay in bankruptcy for
the purpose of making this assignment effective and enforceable under state and
federal law and within Mortgagor's bankruptcy proceedings.

        Mortgagor warrants that no default exists under the Leases or any
applicable law. Mortgagor also agrees to maintain, and to require the tenants to
comply with, the Leases and any applicable law. Mortgagor will promptly notify
Lender of any noncompliance. If Mortgagor neglects or refuses to enforce
compliance with the terms of the Leases, then Lender may, at Lender's option,
enforce compliance. Mortgagor will obtain Lender's written authorization before
Mortgagor consents to


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sublet, modify, cancel, or otherwise alter the Leases, to accept the
surrender of the Property covered by such Leases (unless the Leases so require),
or to assign, compromise or encumber the Leases or any future Rents. If Lender
acts to manage, protect and preserve the Property, Lender does not assume or
become liable for its maintenance, depreciation, or other losses or damages,
except those due to Lender's gross negligence or intentional torts. Otherwise,
Mortgagor will hold Lender harmless and indemnify Lender for any and all
liability, loss or damage that Lender may incur as a consequence of the
assignment under this section.

        15. LEASEHOLDS; CONDOMINIUMS; PLANNED UNIT DEVELOPMENTS. Mortgagor
agrees to comply with the provisions of any lease if this Security Instrument
is on a leasehold. If the Property includes a unit in a condominium or a
planned unit development, Mortgagor will perform all of Mortgagor's duties
under the covenants, by-laws, or regulations of the condominium or planned unit
development.

        16. DEFAULT.  Mortgagor will be in default if any of the following
                     shall occur:

            A. Any party obligated on the Secured Debt fails to make payment
               when due;

            B. A breach of any term or covenant in this Security Instrument or
               any other document executed for the purpose of creating,
               securing or  guarantying the Secured Debt;

            C. The making or furnishing of any verbal or written
               representation, statement or warranty to Lender that is false or
               incorrect in any material respect by Mortgagor or any person or
               entity obligated on the Secured Debt;

            D. The death, dissolution, or insolvency of, appointment of a
               receiver for, or application of any debtor relief law to,
               Mortgagor or any other person or entity obligated on the Secured
               Debt;

            E. Any loan proceeds are used for a purpose that will contribute to
               excessive erosion of highly erodible land or to the conversion
               of wetlands to produce an agricultural commodity, as further
               explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.

        17. REMEDIES ON DEFAULT. In some instances, federal and state law will
require Lender to provide Mortgagor with notice of the right to cure or
other notices and may establish time schedules for foreclosure actions. Subject
to these limitations, if any, Lender may accelerate the Secured Debt and
foreclose this Security Instrument in a manner provided by law if Mortgagor is
in default.

        At the option of Lender, all or any part of the agreed fees and
charges, accrued interest and principal shall become immediately due and
payable after giving notice if required by law upon the occurrence of a default
or anytime thereafter. In addition, Lender shall be entitled to all of the
remedies provided by law, the terms of the Secured Debt, this Security
Instrument and any related documents. All remedies are distinct, cumulative and
not exclusive, and Lender is entitled to all remedies provided at law or in
equity whether or not expressly set forth. The acceptance by Lender of any sum
in payment or partial payment on the Secured Debt after the balance is due or is
accelerated or after foreclosure proceedings are filed shall not constitute a
waiver of Lender's right to



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require complete cure of any existing default. By not exercising any
remedy on Mortgagor's default, Lender does not waive Lender's right to consider
the event a default at a later time.

        18. EXPENSES; ADVANCES ON COVENANTS; ATTORNEYS' FEES; COLLECTION COSTS.
Except when prohibited by law, Mortgagor agrees to pay all of Lender's
expenses if Mortgagor breaches any covenant in this Security Instrument.
Mortgagor will also pay on demand any amount incurred by Lender for insuring,
inspecting, preserving or otherwise protecting the Property and Lender's
security interest. These expenses will bear interest from the date of the
payment until paid in full at the highest interest rate in effect as provided in
the terms of the Secured Debt. Mortgagor agrees to pay all costs and expenses
incurred by Lender in collecting, enforcing or protecting Lender's rights and
remedies under this Security Instrument. This amount may include, but is not
limited to, attorneys' fees, court costs, and other legal expenses. This
Security Instrument shall remain in effect until released. Mortgagor agrees to
pay for any recordation costs of such release.

        19. ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES. As used in this
section, (1) Environmental Law means, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA, 42 U.S.C. 9601
et seq.), all other federal, state and local laws, regulations, ordinances,
court orders, attorney general opinions or interpretive letters concerning the
public health, safety, welfare, environment or a hazardous substance; and (2)
Hazardous Substance means any toxic, radioactive or hazardous material, waste,
pollutant or contaminant which has characteristics which render the substance
dangerous or potentially dangerous to the public health, safety, welfare or
environment. The term includes, without limitation, any substances defined as
"hazardous material," "toxic substances," "hazardous waste," "hazardous
substance," or "regulated substance" under any Environmental Law.

Mortgagor represents, warrants and agrees that:

            A.   Except as previously disclosed and acknowledged in writing to
                 Lender, no Hazardous Substance has been, is, or will be
                 located, transported, manufactured, treated, refined, or
                 handled by any person on, under or about the Property, except
                 in the ordinary course of business and in strict compliance
                 with all applicable Environmental Law.

            B.   Except as previously disclosed and acknowledged in writing to
                 Lender, Mortgagor has not and will not cause, contribute to,
                 or permit the release of any Hazardous Substance on the
                 Property.

            C.   Mortgagor will immediately notify Lender if (1) a release or
                 threatened release of Hazardous Substance occurs on, under or
                 about the Property or migrates or threatens to migrate from
                 nearby property; or (2) there is a violation of any
                 Environmental Law concerning the Property. In such an event,
                 Mortgagor will take all necessary remedial action in
                 accordance  with Environmental Law.

            D.   Except as previously disclosed and acknowledged in writing to
                 Lender, Mortgagor has no knowledge of, or reason to believe
                 there is, any pending or threatened investigation, claim, or
                 proceeding of any kind relating to (1) any Hazardous
                 Substance located on, under or about the Property;  or (2)
                 any

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               violation by Mortgagor or any tenant of any Environmental
               Law. Mortgagor will immediately notify Lender in writing as
               soon as Mortgagor has reason to believe there is any such
               pending or threatened investigation, claim, or proceeding. In
               such an event, Lender has the right, but not the obligation,
               to participate in any such proceeding, including the right
               to receive copies of any documents relating to such
               proceedings.

            E. Except as previously disclosed and acknowledged in writing to
               Lender, Mortgagor and every tenant have been, are and shall
               remain in full compliance with any applicable Environmental
               Law.

            F. Except as previously disclosed and acknowledged in writing to
               Lender, there are no underground storage tanks, private dumps
               or open wells located on or under the Property and no such
               tank, dump or well will be added unless Lender first consents
               in writing.

            G. Mortgagor will regularly inspect the Property, monitor the
               activities and operations  on the Property, and confirm that all
               permits, licenses or approvals required by any applicable
               Environmental Law are obtained and complied with.

            H. Mortgagor will permit, or  cause any tenant to permit, Lender or
               Lender's agent to enter and inspect the Property and review all
               records at any reasonable time to determine (1) the
               existence, location and nature of any Hazardous Substance on,
               under or about the Property; (2) the existence, location, nature,
               and magnitude of any Hazardous Substance that has been released
               on, under or about the Property; or (3) whether or not Mortgagor
               and any tenant are in compliance with applicable Environmental
               Law.

            I. Upon Lender's request and at any time, Mortgagor agrees,
               at Mortgagor's expense, to engage a qualified environmental
               engineer to prepare an environmental audit of the Property and
               to submit the results of such audit to Lender. The choice
               of the environmental engineer who will perform such audit is
               subject to Lender's approval.

            J. Lender has the right, but not the obligation, to perform any of
               Mortgagor's obligations under this section at Mortgagor's
               expense.

            K. As a consequence of any breach of any representation,
               warranty or promise made in this section, (1) Mortgagor
               will indemnify and hold Lender and Lender's successors or assigns
               harmless from and against all losses, claims, demands,
               liabilities, damages, cleanup, response and remediation, costs,
               penalties and expenses, including without limitation all costs of
               litigation and attorneys' fees, which Lender and Lender's
               successors or assigns may sustain; (2) at Lender's discretion,
               Lender may release this Security Instrument and in return
               Mortgagor will provide Lender with collateral of at least equal
               value to the Property secured by this Security Instrument without
               prejudice to any of Lender's rights under this Security
               Instrument; and/or (3) at Lender's option, Lender may elect not
               to foreclose this Security Instrument, but instead,


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              Lender may bring an independent action or lawsuit to
              enforce the indemnification provisions regarding Hazardous
              Substances against Mortgagor. If Lender elects to seek the
              remedies provided for in item (3) above, Lender shall be entitled
              to all legal and equitable remedies, including, without
              limitation, those relating to damages for breach of contract, and
              Mortgagor acknowledges that, notwithstanding any other provision
              of this Security Instrument to the contrary, the obligation of
              Mortgagor under this Security Instrument are unlimited personal
              obligations of Mortgagor. No action for the enforcement of or
              recovery of damages under this Security Instrument shall
              constitute a deficiency judgment within the meaning of any
              anti-deficiency or one-action laws. Mortgagor acknowledges that
              Lender is unwilling to accept any consequences resulting from any
              violation of Environmental Law and that Lender would not make the
              loan but for the personal unsecured liability undertaken by
              Mortgagor as provided herein. The rights of Lender herein shall be
              cumulative and in addition to any other rights and remedies of
              Lender under any other document or instrument or at law or in
              equity.

           L. Notwithstanding any of the language contained in this
              Security Instrument to the contrary, the terms of this section
              shall survive any foreclosure or satisfaction of this Security
              Instrument regardless of any passage of title to Lender or any
              disposition by Lender of any or all of the Property. Any claims
              and defenses to the contrary are hereby waived.

        20. CONDEMNATION. Mortgagor will give Lender prompt notice of any
            pending or threatened action, by private or public entities to
            purchase or take any or all of the Property through condemnation,
            eminent domain, or any other means. Mortgagor authorizes Lender to
            intervene in Mortgagor's name in any of the above described actions
            or claims. Mortgagor assigns to Lender the proceeds of any award or
            claim for damages connected with a condemnation or other taking of
            all or any part of the Property. Such proceeds shall be considered
            payments and will be applied as provided in this Security
            Instrument. This assignment of proceeds is subject to the terms of
            any prior mortgage, deed of trust, security agreement or other lien
            document.

        21. INSURANCE.  Mortgagor agrees to maintain insurance as follows:

            A. Mortgagor shall keep the Property insured against loss
               by fire, flood, theft and other hazards and risks reasonably
               associated with the Property due to its type and location. This
               insurance shall be maintained in the amounts and for the periods
               that Lender requires. The insurance carrier providing the
               insurance shall be chosen by Mortgagor subject to Lender's
               approval, which shall not be unreasonably withheld. If Mortgagor
               fails to maintain the coverage described above, Lender may, at
               Lender's option, obtain coverage to protect Lender's rights in
               the Property according to the terms of this Security Instrument.

              All insurance policies and renewals shall be acceptable to
              Lender and shall include a standard "mortgage clause" and, where
              applicable, "loss payee clause." Mortgagor shall immediately
              notify Lender of cancellation or termination of the insurance.
              Lender shall have the right to hold the policies


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              and renewals. If Lender requires, Mortgagor shall
              immediately give to Lender all receipts of paid premiums and
              renewal notices. Upon loss, Mortgagor shall give immediate notice
              to the insurance carrier and Lender. Lender may make proof of loss
              not made immediately by Mortgagor.

              Unless otherwise agreed in writing, all insurance proceeds
              shall be applied to restoration or repair of the Property or to
              the Secured Debt, whether or not then due, at Lender's option. Any
              application of proceeds to principal shall not extend or postpone
              the due date of scheduled payment nor change the amount of any
              payment. Any excess will be paid to the Mortgagor. If the property
              is acquired by Lender, Mortgagor's right to any insurance policies
              and proceeds resulting from damage to the Property before the
              acquisition shall pass to Lender to the extent of the Secured Debt
              immediately before the acquisition.

        B.    Mortgagor agrees to maintain comprehensive general liability
              insurance naming Lender as an additional insured in an
              amount acceptable to Lender, insuring against claims arising from
              any accident or occurrence in or on the Property.

        C.    Mortgagor agrees to maintain rental loss or business interruption
              insurance, as required by Lender, in an amount equal to at
              least coverage of one year's debt service, and required escrow
              account deposits (if agreed to separately in writing), under a
              form of policy acceptable to Lender.

        22. ESCROW FOR TAXES AND INSURANCE. Unless otherwise provided in a
separate agreement, Mortgagor will not be required to pay to Lender funds for
taxes and insurance in escrow.

        23. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Mortgagor will provide
to Lender upon request, any financial statement or information Lender may deem
reasonably necessary. Mortgagor agrees to sign, deliver, and file any additional
documents or certifications that Lender may consider necessary to perfect,
continue, and preserve Mortgagor's obligations under this Security Instrument
and Lender's lien status on the Property.


        24. JOINT AND INDIVIDUAL LIABILITY; CO-SIGNERS; SUCCESSORS AND ASSIGNS
BOUND. All duties under this Security Instrument are joint and
individual. If Mortgagor signs this Security Instrument but does not sign an
evidence of debt, Mortgagor does so only to mortgage Mortgagor's interest in the
Property to secure payment of the Secured Debt and Mortgagor does not agree to
be personally liable on the Secured Debt. If this Security Instrument secures a
guaranty between Lender and Mortgagor, Mortgagor agrees to waive any rights that
may prevent Lender from bringing any action or claim against Mortgagor or any
party indebted under the obligation. These rights may include, but are not
limited to, any anti-deficiency or one-action laws. Mortgagor agrees that Lender
and any party to this Security Instrument may extend, modify or make any change
in the terms of this Security Instrument or any evidence of debt without
Mortgagor's consent. Such a change will not release Mortgagor from the terms of
this Security Instrument. The duties and benefit of this Security Instrument
shall bind and benefit the successors and assigns of Mortgagor and Lender.

                                       10
<PAGE>   11



        25. APPLICABLE LAW, SEVERABILITY, INTERPRETATION. This Security
Instrument is governed by the laws of the jurisdiction in which Lender
is located, except to the extent otherwise required by the laws of the
jurisdiction where the Property is located. This Security Instrument is complete
and fully integrated. This Security Instrument may not be amended or modified by
oral agreement. Any section in this Security Instrument, attachments, or any
agreement related to the Secured Debt that conflicts with applicable law will
not be effective, unless that law expressly or impliedly permits the variations
by written agreement. If any section of this Security Instrument cannot be
enforced according to its terms, that section will be severed and will not
affect the enforceability of the remainder of this Security Instrument. Whenever
used, the singular shall include the plural and the plural the singular. The
captions and headings of the sections of this Security Instrument are for
convenience only and are not to be used to interpret or define the terms of this
Security Instrument. Time is of the essence in this Security Instrument.

        26. NOTICE. Unless otherwise required by law, any notice shall be given
by delivering it or by mailing it by first class mail to the appropriate
party's address on page 1 of this Security Instrument, or to any other address
designated in writing. Notice to one mortgagor will be deemed to be notice to
all mortgagors.

        27. WAIVERS. Except to the extent prohibited by law, Mortgagor
waives and releases any and all rights and remedies that Mortgagor may now have
or acquire in the future relating to redemption, reinstatement, and the
marshalling of liens and assets. Mortgagor waives all rights of valuation and
appraisement.

        28. U.C.C. PROVISIONS. If checked, the following are applicable
to, but do not limit, this Security Instrument:

            [ ]         CONSTRUCTION LOAN.  This Security Instrument secures an
                        obligation incurred for the construction of an
                        improvement on the Property.

            [X]         FIXTURE FILING. Mortgagor grants to Lender a security
                        interest in all goods that Mortgagor owns now or in the
                        future and that are or will become fixtures related to
                        the Property.

            [ ]         CROPS; TIMBER, MINERALS; RENTS, ISSUES, AND PROFITS.
                        Mortgagor grants to Lender a security interest in all
                        crops, timber and minerals located on the Property as
                        well as all rents, issues, and profits of them
                        including, but not limited to, all Conservation Reserve
                        Program (CRP) and Payment in Kind (PIK) payments and
                        similar governmental programs (all of which shall also
                        be included in the term "Property"). Lender may file a
                        financing statement signed by Lender instead of
                        Mortgagor with appropriate public officials.

            [X]         PERSONAL PROPERTY. Mortgagor grants to Lender a security
                        interest in all personal property located on or
                        connected with the Property, including all farm
                        products, inventory, equipment, accounts, documents,
                        instruments, chattel paper, general intangibles, and all
                        other items of personal property that Mortgagor owns now
                        or in the future and that are used or useful in the
                        construction, ownership, operation, management, or
                        maintenance of the Property (all of which shall also be
                        included in the term "Property"). The term "personal
                        property" specifically excludes that property described
                        as "household goods" secured in connection with a
                        "consumer"



                                       11
<PAGE>   12

                        loan as those terms are defined in applicable
                        federal regulations governing unfair and deceptive
                        credit practices. Lender may file a financing statement
                        signed by Lender instead of Mortgagor with appropriate
                        public officials.

            [X]         FILING AS FINANCING STATEMENT. Mortgagor agrees and
                        acknowledges that this Security Instrument also suffices
                        as a financing statement and any carbon, photographic or
                        other reproduction may be filed of record for purposes
                        of Article 9 of the Uniform Commercial Code.

                        29. OTHER TERMS.  If checked, the following are
applicable to this Security Instrument:

            [ ]         LINE OF CREDIT. Secured Debt includes a revolving line
                        of credit provision. Although the Secured Debt may be
                        reduced to a zero balance, this Security Instrument will
                        remain in effect until released.

            [ ]         ADDITIONAL TERMS.

            SIGNATURES: By signing below, Mortgagor agrees to the terms and
covenants contained in this Security Instrument and in any attachments.
Mortgagor also acknowledges receipt of a copy of this Security Instrument on the
date stated on page 1.

Entity Name:  Houba, Inc.                 Entity Name:_________________________

By: /s/ Michael Reicher         3/29/00    ____________________________________
_______________________________________

Its:  Chief Executive Officer

(Signature)                     (Date)   (Signature)                      (Date)
_________________________
_________________________
(Signature)                     (Date)   (Signature)                      (Date)








ACKNOWLEDGMENT:

STATE OF ________________________, COUNTY OF ____________________ ) ss.
(Individual) Before me, __________________________, a Notary Public this ______
day of ___________________, ___________________________ acknowledged the
execution of the annexed mortgage.

My commission expires:

            (Seal)            (Notary Public)__________________________________

                              (Notary's County)________________________________

STATE OF ________________________, COUNTY OF ____________________ ) ss.
Before me, _________________________, a Notary Public this ___ day of _______
_________________________________________________________(Titles)
of ____________________________________________________(Name of Business Entity)
a ________________________________ acknowledged the execution of the annexed
mortgage of the business or entity.

My commission expires:

                                       12
<PAGE>   13



            (Seal)            (Notary Public)__________________________________

                             (Notary's County)_________________________________

This instrument was prepared by _____________________________

_______________________________________________________


                                       13
<PAGE>   14





LEGAL DESCRIPTION

                                    EXHIBIT A

A part of the Northwest Quarter of Section 9, Township 32 North, Range 1 East,
Union Township, Marshall County, Indiana, described as follows:

PARCEL "A"

       Commencing at the Northeast corner of said Northwest Quarters thence
       South 0 degrees00'06" West along the East line of said Northwest
       Quarter a distance of 691.20 feet (691.30 feet record) to the point of
       beginning; thence South 89 degrees08'35" West a distance of 1313.44 feet
       to the West line of the East half of said Northwest Quarter Chance South
       1 degrees09'25" East along said West line a distance of 1011.80 feet
       thence South 89 degrees39'37" East a distance of 334.41 feet thence North
       0 degrees00'00" East a distance of 307.73 feet thence North 90 degrees
       00'00" East a distance of 428.47 feet thence North 0 degrees00'00" East a
       distance of 110.00 feet thence North 90 degrees 00'00" East a distance of
       80.00 feet; thence North 0 degrees 00'00" East a distance 55.00 feet;
       thence North 90 degrees 00'00" East a distance of 50.00 feet thence North
       0 degrees 00'00" East a distance of 10.00 feet; thence North 90 degrees
       00'00" East a distance 208.00 feet to the East line of said Northwest
       Quarter; thence North 0 degrees00'00" East along said North line a
       distance of 531.88 feet to the point of beginning containing 24.077 acres
       more or less.

       Subject to legal highways and segments of record.

The address of such real estate is commonly known as 16235 State Road 17,
Culver, Indiana 46511.

PARCEL "B"

A part of the Northwest Quarter (NW 1/4) of Section 9, Township 32 North, Range
I East, Union Township, Marshall County, Indiana, described as follows:

       Commencing at the Northeast corner of said Northwest Quarter (NW
       1/4); thence South 0 degrees00'00" West along the East line of said
       Northwest Quarter (NW 1/4) a distance of 1382.37 feet to the point of
       beginning; thence South 89 degrees52'41" West a distance of 200.00 feet;
       thence South 0 degrees00'00" West a distance of 346.00 feet; thence North
       89 degrees39'37" West a distance of 558.48 feet; thence North 0
       degrees00'00" East a distance of 307.73 feet; thence North 90
       degrees00'00" East a distance of 428.47 feet; thence North 0
       degrees00'00" East a distance of 110.00 feet; thence North 90
       degrees00'00" East a distance of 80.00 feet; thence North 0 degrees00'00"
       East a distance of 55.00 feet; thence North 90 degrees00'00" East a
       distance of 50.00 feet; thence North 0 degrees00'00" East a distance of
       10.00 feet; thence North 90 degrees00'00" East a distance of 200.00 feet
       to said East line; thence South 0 degrees00'00" West along said East line
       a distance of 139.62 feet to the point of beginning, containing 5.00
       acres, more or less.

The address of such real estate is commonly known as 16235 State Road 17,
Culver, Indiana 46511.

<PAGE>   15
                                    EXHIBIT B

            Loan Agreement dated March 29, 2000, by and between Lender and
Mortgagor pursuant to which Lender agreed to lend, and Mortgagor agreed to
borrow, the principal amount of Seventeen Million Five Hundred Thousand Dollars
($17,500,000.00).