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                                                                   EXHIBIT 10.62

                                                      Pat Haley
                                                      Monroe County Recorder IN
                                                      IN 2003005517 MTG
                                                      03/03/2003 10:00:25 17 PGS
                                                      Filing Fee:   $43.00

           REAL ESTATE MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING

            FOR PURPOSES OF THE SECURITY AGREEMENT AND FIXTURE FILING
                          CONTAINED IN THIS INSTRUMENT
            THE "SECURED PARTY" AND THE "DEBTOR" AND THEIR RESPECTIVE
                            ADDRESSES ARE AS FOLLOWS:

SECURED PARTY:             OLD NATIONAL BANK
                           121 East Kirkwood Avenue
                           Bloomington, Indiana 47408

DEBTOR:                    SYNDICATED BLOOMINGTON I LLC
                           4863 West Vernal Pike
                           Bloomington, Indiana 47404

         THE ADDRESS OF THE SECURED PARTY SHOWN ABOVE IS THE ADDRESS AT WHICH
INFORMATION CONCERNING THE SECURED PARTY'S SECURITY INTEREST MAY BE OBTAINED.

         THIS INDENTURE WTTNESSETH, That SYNDICATED BLOOMINGTON I LLC, a
Delaware limited liability company, ("Mortgagor"), MORTGAGES AND WARRANTS UNTO
OLD NATIONAL BANK, a national banking association ("Mortgagee"), the real estate
located in Monroe County, Indiana commonly known as 4863 West Vernal Pike,
Bloomington, Indiana, which is more particularly described in Exhibit A,
attached hereto and incorporated herein, together with all improvements,
structures and buildings now or hereafter located thereon ("Real Estate"),

TOGETHER WITH all tenements, hereditaments, rights, privileges, interests,
easements and appurtenances belonging to or in any way appertaining to such Real
Estate, and all rents, issues, income and profits thereof, and all fixtures,
appliances, apparatus, equipment or articles now or hereafter situated on or
used in connection with such Real Estate and owned by Mortgagor including, but
not in limitation of the preceding, all gas, water and electric fixtures,
radiators, heaters, engines and machinery, boilers, ranges, elevators and
motors, plumbing and heating fixtures, water heaters, air conditioning apparatus
and units, refrigerating equipment, refrigerators, cooking apparatus, window
screens, awnings, -storm sash, doors and carpeting (which are or shall be
attached to said building, structures or improvements), partitions, equipment,
personal property of every kind and nature whatsoever now or hereafter owned by
Mortgagor and located in, on or about, or used in connection with the Real
Estate, whether physically attached to the Real Estate or not, (hereinafter
collectively referred to as the "Chattel Property") and it is agreed that all
similar fixtures, appliances, apparatus, equipment or articles hereafter placed
on such Real Estate by Mortgagor, and owned by Mortgagor, their successors or
assigns, including all replacements or substitutions therefor, shall be
considered as constituting part of such Chattel Property all to the use and
benefit of Mortgagee, its successors and assigns, and Mortgagor transfers and
grants to Mortgagee a security interest in all such Chattel Property now or
hereafter owned by Mortgagor and located upon the Mortgaged Premises and all
personal property of Mortgagor which is described in paragraph 13 hereinbelow.
For purposes of this Mortgage, the Real Estate, Chattel Property and Tangible
Property shall be collectively referred to as the "Mortgaged Premises".

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                MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS:

         1.       Security. This indenture (hereinafter referred to as the
"Mortgage") is given as security for the performance and observance of the
covenants and agreements herein contained and contained in any other agreement
executed by Mortgagor to Mortgagee in connection with the indebtedness secured
hereby, including but not limited to:

         (a)      the payment when due of the principal and interest on the
indebtedness evidenced by that certain Mortgage Loan Note executed by Mortgagor
of even date herewith and payable to the order of Mortgagee in the original
principal sum of Two Million Six Hundred Twenty-Five Thousand and No/100 Dollars
($2,625,000.00) and with a maturity date of February 27, 2010 (hereinafter
referred as "Note"), with interest thereon at the rate and payable in the manner
described in said Note, or as from time to time renewed, amended or extended, at
the principal offices of Mortgagee in Bloomington, Indiana, or at such other
place as the holder of the Note may from time to time designate by notice in
writing to Mortgagor, together with all other documents executed of even date
herewith by Mortgagor in favor of Mortgagee (hereinafter collectively referred
to as "Security Documents");

         (b)      the payment, performance and observance of the obligations as
evidenced by that certain Unconditional Unlimited Continuing Guaranty dated as
of even date executed by Mortgagor for the benefit of Mortgagee relating to the
indebtedness and obligations of Beasley Food Service, Inc. to Mortgagee
("Guaranty"); and

         (c)      the payment, performance and observance of all indebtedness,
obligations, liabilities, guaranties and agreements of any kind of Mortgagor to
Mortgagee, now existing or hereafter arising, direct or indirect (including
without limitation any participation or interest of Mortgagee in obligations of
Mortgagor to another), acquired outright, conditionally or as collateral
security from another, absolute or contingent, joint or several, secured or
unsecured, due or not, contractual or tortious, liquidated or unliquidated
arising by operation of law or otherwise, and of all agreements, documents and
instruments evidencing any of the foregoing or under which any of the foregoing
may have been issued, created, assumed or guaranteed

(such obligations hereinabove described collectively hereinafter referred to as
the "Obligations").

         2.       Promise to Pay. Mortgagor promises to pay all installments of
the principal of and interest on the indebtedness and the Obligations as and
when the same respectively become due, as provided in Note and this Mortgage,
all without relief from valuation and appraisement laws, and with attorneys'
fees.

         3.       Title to Mortgaged Premises and Lien of Mortgage. Mortgagor is
the owner in fee simple of the Real Estate and has full power to mortgage the
same; Mortgagor has good and valid title to the Chattel Property free and clear
of all security interests and encumbrances and has full power to grant a
security interest in the same; and the Real Estate is free and clear of any and
all liens and encumbrances, use restrictions of record, zoning ordinances,
rights-of-way and easements of record, rights of tenants now in possession,
except such liens, encumbrances, rights of tenants now in possession and zoning
ordinances which do not materially detract from the value of such property (with
no attribution of value detraction under the Lease by which the tenant now in
possession occupies the Mortgaged Premises) or its usefulness for the purposes
intended by Mortgagor, and the lien of current taxes and assessments not
delinquent. Mortgagor will make any further assurances of title that Mortgagee
may require and will

                                       -2-

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warrant and defend the Mortgaged Premises against all adverse claims and demands
whatsoever. This Mortgage creates a continuing lien to secure the full and final
payment of the Note and the performance of the other Obligations.

         4.       Insurance. Mortgagor will assure and confirm to the reasonable
satisfaction of Mortgagee the maintenance at all times of Fire, Extended
Coverage, Vandalism, Malicious Mischief and other hazard insurance with respect
to the Mortgaged Premises, and public liability insurance with such insurance
companies and in forms and amounts as are acceptable to and approved by
Mortgagee against loss or destruction on account of fire, windstorm or other
such hazards, casualties and contingencies customarily insured against, and
injury to the person or property, including, without limiting the generality
thereof, rents loss insurance in an amount equal to one year of gross rental,
and such flood, and/or earthquake insurance as may be reasonably required by
Mortgagee. All insurance policies are to be held by and, to the extent of its
interests, for the benefit of and first payable in case of loss to Mortgagee,
and Mortgagor shall deliver to Mortgagee a new policy as replacement for any
expiring policy at least fifteen (15) days before the date of such expiration.

         All such policies of insurance shall contain waiver of subrogation
clauses and shall have attached thereto the non-contributory New York Standard
Mortgagee clause or its equivalent in favor of Mortgagee with cancellation only
upon at least ten (10) days' prior written notice to Mortgagee. All amounts
recoverable under any policy are hereby assigned to Mortgagee and, in the event
of a loss, Mortgagor will give immediate notice by mail to Mortgagee, and
Mortgagee may make proof of loss if not made promptly by Mortgagor. Each
insurance company concerned is hereby authorized and directed to make payment
for such loss directly to Mortgagee rather than to Mortgagee and Mortgagor
jointly. In the event of damage or destruction to the Mortgaged Premises,
Mortgagee shall receive the entire proceeds of any insurance payable; provided,
however, so long as no uncured Event of Default (as defined in Section 16
hereof) exists and such damage or destruction can be repaired prior to the
maturity of the Note, such proceeds shall, at the option of Mortgagor, be made
available to restore the Mortgaged Premises to the same condition as existed
immediately prior to such casualty. In the event such proceeds are insufficient
to effect such restoration, Mortgagee shall have no obligation to make such
proceeds available to restore the Mortgaged Premises unless the Mortgagor
furnishes satisfactory evidence of the availability of funds to complete such
restoration. In the event that Mortgagor elects to apply such insurance
proceeds to restoration of the Mortgaged Premises and such insurance proceeds
exceed the total cost of restoration, such excess proceeds shall be retained by
Mortgagee and applied to reduce the then-outstanding Obligations.

         Mortgagor will not do or suffer to be done anything which will increase
the risk of fire or other hazard to the Mortgaged Premises or any part thereof
without first causing such increased risk to be fully and adequately covered by
insurance. Insurance as above-described shall also be obtained on all fixtures
and personal property used by Mortgagor in connection with the Real Estate to
the extent that the value thereof is not otherwise included in the insurance on
the Mortgaged Premises. In the event of foreclosure of this Mortgage or other
transfer of title of the Mortgaged Premises in extinguishment of the
Obligations, all right, title and interest of Mortgagor, in and to any insurance
policies then in force shall pass to the purchaser or grantee of the Mortgaged
Premises.

         In the event that, prior to the extinguishment of the Obligations,
there exists any claim under any hazard insurance policies which shall not have
been paid and distributed in accordance with the terms of this Mortgage, and any
such claims shall be paid after the extinguishment of the Obligations, and the
foreclosure of this Mortgage, transfer of title to the Mortgaged Premises, or
extinguishment of the

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Obligations shall have resulted in extinguishment of the Obligations for an
amount less than the total of the unpaid principal balance together with accrued
interest plus costs of litigation, attorneys' fees, title insurance and all
other costs and expenses incurred by Mortgagee in any action involving such
extinguishment, then, without limitation, that portion of the payment in
satisfaction of the claim which is equal to the difference between the total
amount of the aforementioned amounts due Mortgagee and the amount in
extinguishment of the Obligations received by Mortgagee shall belong to and be
the property of Mortgagee and shall be paid to Mortgagee, and Mortgagor hereby
assigns, transfers and sets over to Mortgagee all of Mortgagor's right, title
and interest in and to said sum. The balance, if any, shall belong to Mortgagor.
Notwithstanding the above, Mortgagor shall retain an interest in the insurance
policies above-described during any redemption period.

         5.       Taxes. Mortgagor will pay, before the same become delinquent
or any penalty for non-payment attaches thereto, all taxes, assessments and
charges of every nature now or hereafter levied or assessed against or upon the
Mortgaged Premises, or any part thereof, or upon the rents, issues, income or
profits therefrom, which by reason of non-payment could become a lien prior or
junior to this Mortgage, except such as are being contested by appropriate
proceedings and for which an adequate reserve is maintained, whether any or all
of said taxes, assessments or charges be levied directly or indirectly or as
excise taxes or as income taxes, and will submit to Mortgagee such evidence of
the timely payment of such taxes, assessments and charges as Mortgagee may
require, and Mortgagor will also pay all taxes, assessments or charges which may
be levied on this Mortgage or the Note secured hereby, excepting any state or
federal income taxes or state intangibles taxes. In default thereof, Mortgagee
may pay such taxes, assessments and other similar charges, of which payment,
amount and validity thereof the receipt of the proper officer shall be
conclusive evidence, and all sums so paid shall bear interest at the highest
rate set forth in the Note, shall be payable on demand, and shall be fully
secured by this Mortgage and the Security Documents.

         6.       Care of Mortgaged Premises. Mortgagor will keep the Mortgaged
Premises in good, order, repair and condition at all times and will not commit
waste or allow waste to be committed against the Mortgaged Premises. Mortgagor
will not commit or allow the commission of any violation of any law, regulation,
ordinance or contract affecting the Mortgaged Premises and will not commit or
allow any demolition, removal or material alteration of any of the buildings or
improvements (including fixtures) constituting a part of the Mortgaged Premises
without the prior written consent of Mortgagee. Mortgagee shall at reasonable
times during normal business hours have free access to the Mortgaged Premises
for the purposes of inspection and the exercise of its rights hereunder.

         7.       Advancements to Protect Security. If Mortgagor shall neglect
or refuse to keep the Mortgaged Premises in good repair consistent with the
manner in which the Mortgaged Premises have been maintained, to maintain and to
pay the premiums for insurance which may be required, or to pay and discharge
all taxes, assessments and charges of every nature assessed against Mortgagor or
the Mortgaged Premises, so as to protect and preserve the security intended by
this Mortgage, all as provided for under the terms of this Mortgage, or to pay
all liens and encumbrances when due, whether such liens or encumbrances are
permitted by Mortgagee or not, or if Mortgagor shall permit any lien or
encumbrance on the Mortgaged Premises to be in default, Mortgagee may, at its
option, cause such repairs or replacements to be made, obtain such insurance or
pay said taxes, assessments, charges and pay such liens and encumbrances and
cure such defaults thereunder. Any amounts paid as a result thereof, together
with interest at the per annum rate equal to the default rate of interest under
the Note from the date of payment, shall be immediately due and payable by
Mortgagor to Mortgagee, and until paid shall be added to and become a part of
the Obligations. Further, the same may be collected by Mortgagee in any suit
hereon or

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upon the Note, or Mortgagee, by payment of any tax, assessment or charge, may,
at its discretion, be subrogated to the rights of the governmental subdivision
levying such tax, assessment or charge. No such advances shall be deemed to
relieve Mortgagor from any default hereunder or impair any rights or remedy of
Mortgagee, and the exercise by Mortgagee of the right to make advances shall be
optional with Mortgagee and not be obligatory and Mortgagee shall not in any
case be liable to Mortgagor for a failure to exercise any such right. Any and
all such advances shall, without exception, be superior and prior to any other
claims against the Mortgaged Premises unless such claimant shall have provided
to Mortgagee written notice at least ten (10) business days prior to such
advancement by Mortgagee of such claimant's intent that its claim or claims
shall be superior to the claims of Mortgagee with respect to Mortgagee's future
advances.

         8.       Condemnation. All awards made by any public or quasi-public
authority for damages to the Real Estate by virtue of an exercise of the right
or threat of eminent domain by such authority, including any award for a taking
of title, possession or right of access to a public way, or for any change of
grade of streets affecting the Real Estate, are hereby assigned to Mortgagee;
and Mortgagee, at its option, is hereby authorized, directed and empowered to
collect and receive the proceeds of any such award to the extent of the
Obligations or payable under this Mortgage from the authorities making the same
and to give proper receipts and acquittances therefor; provided, however, as
long as no uncured Event of Default exists and the portion of the Mortgaged
Premises condemned may be replaced or restored to a condition satisfactory to
Mortgagee prior to the maturity of the Note, such condemnation proceeds shall,
at the option of Mortgagor, be available to restore the Mortgaged Premises to
substantially the same condition as existed immediately prior to such
condemnation proceeding. In the event such proceeds are insufficient to effect
such restoration, Mortgagee shall have no obligation to make such proceeds
available to restore the Mortgaged Premises unless the Mortgagor furnishes
satisfactory evidence of the availability of funds to complete such restoration.
In the event that Mortgagor elects to apply such condemnation proceeds to the
restoration of the Mortgaged Premises and such condemnation proceeds exceed the
total cost of restoration, such excess proceeds shall be retained by Mortgagee
and applied to reduce the then-outstanding Obligations. Mortgagee is authorized,
at its option, to appear in and prosecute in its own name any action or
proceeding or to make any compromise or settlement in connection with such
taking or damage to the extent of Mortgagee's interest and, with consent and
joinder of Mortgagor, to make any compromise or settlement in connection with
such taking or damage. Mortgagor will, upon request by Mortgagee, execute and
deliver any and all assignments and other instruments Sufficient for the purpose
of assigning all proceeds from such awards to Mortgagee free and clear and
discharged of any and all encumbrances or claims of any kind or nature
whatsoever.

         9.       Covenant Against Sale, Other Liens and Other Security
Interests, Violation of Laws and Environmental Matters and Indemnification.

         A.       Mortgagor covenants and agrees not to sell or transfer all or
any part of the legal or equitable title or ownership of the Mortgaged Premises
in any manner without the prior written consent of Mortgagee, which consent may
be withheld with or without cause, if incidental to such sale or transfer the
Obligations are not fully repaid and satisfied. In the event of any such sale or
transfer of all or any part of the Mortgaged Premises to which Mortgagee has not
consented, the purchaser or transferee shall be deemed to have assumed and
agreed to pay the indebtedness and Obligations owing Mortgagee hereunder,
whether or not an instrument evidencing such sale or transfer expressly so
provides, and Mortgagee may deal with such new owner or owners with reference to
the debt secured hereby in the same manner as if the new purchaser or transferee
were Mortgagor; provided, however, that no such dealings shall in any way
discharge Mortgagor's liability hereunder or upon the Obligations.

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         B.       Mortgagor hereby covenants that no lien of any mechanics or
materialmen has attached, or may validly attach, to the Real Estate or any part
thereof except such as are being contested by appropriate proceedings; that
Mortgagor will pay all sums which if not paid may result in the acquisition or
creation of a lien prior to or of equal priority with or junior to the lien of
this Mortgage (except such as are being contested by appropriate proceedings) or
which may result in conferring upon a tenant of any part of the Mortgaged
Premises a right to recover such sums as prepaid rent or as a credit or offset
against any future rental obligation; that Mortgagor will not use the Mortgaged
Premises for any purpose which violates any federal or state law, governmental
regulation or local ordinance; and, that Mortgagor will not grant any other lien
or security interest on any part of the Mortgaged Premises without full
disclosure to and prior written consent by Mortgagee. Mortgagor shall not
acquire any equipment or fixtures covered by this Mortgage or the Security
Documents subject to any security interest or other charge or lien, having
priority over the lien or security interest granted under this Mortgage or the
Security Documents without the prior written consent of Mortgagee.

         C.       Mortgagor covenants and agrees that in the ownership,
operation and management of the Mortgaged Premises Mortgagor will observe and
comply with all applicable federal, state and local statutes, ordinances,
regulations, orders and restrictions, including, without limitation, all zoning,
building, code, environmental protection and equal employment opportunities
statutes, ordinances, regulations, orders and restrictions. Mortgagor represents
and covenants that it and any tenant of space in the Mortgaged Premises will not
generate, store, handle, or otherwise deal with hazardous substances on the
Mortgaged Premises which conduct shall violate any applicable laws, statutes,
rules or regulations, both federal and local.

         D.       Mortgagor covenants and agrees that Mortgagor will not grant,
consent to, or allow to remain unpaid any liens, encumbrances, judgments, taxes,
or other claims against the Mortgaged Premises, whether prior or subordinate
to the rights of Mortgagee therein, without the prior written consent of
Mortgagee.

         E.       Mortgagor covenants, warrants and represents that:

                  (i) Mortgagor has not used Hazardous Materials (as defined
         below) on, from or affecting the Mortgaged Premises in any manner which
         violates federal, state or local laws, ordinances, rules, regulations
         or policies governing the use, storage, treatment, transportation,
         manufacture, refinement, handling, production or disposal of Hazardous
         Material and, to the best of Mortgagor's knowledge, no prior owner of
         the Mortgaged Premises or any existing or prior tenant, or occupant has
         used Hazardous Materials on, from or affecting the Mortgaged Premises
         in any manner which violates federal, state or local laws, ordinances,
         rules, regulations or policies governing the use, storage, treatment,
         transportation, manufacture, refinement, handling, production or
         disposal of Hazardous Materials;

                  (ii) Mortgagor has never received any notice of any violations
         (and is not aware of any existing violations) of federal, state or
         local laws, ordinances, rules, regulations or policies governing, the
         use, storage, treatment, transportation, manufacture, refinement,
         handling, production or disposal or Hazardous Materials at the
         Mortgaged Premises and, to the best of Mortgagor's knowledge, there
         have been no actions commenced or threatened by any party for
         noncompliance which affects the Mortgaged Premises.

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                  (iii) Mortgagor shall keep or cause the Mortgaged Premises to
         be kept free of Hazardous Materials except to the extent that such
         Hazardous Materials are stored and/or used in compliance with all
         applicable federal, state and local laws and regulations; and, without
         limiting the foregoing, Mortgagor shall not cause or permit the
         Mortgaged Premises to be used to generate, manufacture, refine,
         transport, treat, store, handle, dispose of, transfer, produce, or
         process Hazardous Materials, except in compliance with all applicable
         federal, state and local laws and regulations, nor shall Mortgagor
         cause or permit, as result of any intentional or unintentional act or
         omission on the part of Mortgagor or any tenant, subtenant or occupant,
         a release, spill, leak or emission of Hazardous Materials onto the Real
         Estate or onto any other contiguous property;

                  (iv) Mortgagor shall conduct and complete all investigations
         including a comprehensive environmental audit, studies, sampling and
         testing, and all remedial, removal and other actions necessary to clean
         up and remove all Hazardous Materials on, under, from or affecting the
         Mortgaged Premises as required by all applicable federal, state and
         local laws, ordinances, rules, regulations and policies, to the
         satisfaction of Mortgagee, and in accordance with the orders and
         directives of all federal, state and local governmental authorities. If
         Mortgagor fails to conduct an environmental audit required by
         Mortgagee, then Mortgagee may at its option and at the expense of
         Mortgagor, conduct such audit.

         Subject to the limitations set forth below, Mortgagor shall defend,
indemnify, and hold harmless Mortgagee, its employees, agents, officers and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs, or expenses, including, without limitation,
attorney's and consultant's; fees, investigation and laboratory fees, court
costs and litigation expenses, known or unknown, contingent or otherwise,
arising out of or in any way related to (1) the presence, disposal, release, or
threatened release of any Hazardous Materials on, over, under from or affecting
the Mortgaged Premises or the soil, water, vegetation, buildings, personal
property, persons or animals, (2) any personal injury (including wrongful death)
or property damage (real or personal) arising out of or related to Hazardous
Materials on the Mortgaged Premises, (3) any lawsuit brought or threatened,
settlement, reached or government order relating to such Hazardous Materials
with respect to the Mortgaged Premises, and/or (4) any violation of laws,
orders, regulations, requirements or demands of government authorities or any
policies or requirements of Mortgagee, which are based upon or in any way
related to such Hazardous Materials used upon the Mortgaged Premises. The
indemnity obligations under this paragraph are specifically limited as follows:

         A.       Mortgagor shall have no indemnity obligation with respect to
Hazardous Materials that are first introduced to the Mortgaged Premises or any
part of the Real Estate subsequent to the date that Mortgagor's interest in and
possession of the Mortgaged Premises or any part of the Mortgaged Premises shall
have fully terminated by foreclosure of this Mortgage or acceptance of a deed in
lieu of foreclosure;

         B.       Mortgagor shall have no indemnity obligation with respect to
any Hazardous Materials introduced to the Mortgaged Premises or any part of the
Real Estate by Mortgagee, its successors or assigns.

         Mortgagor agrees that in the event this Mortgage is foreclosed or
Mortgagor tenders a deed in lieu of foreclosure, Mortgagor shall deliver the
Mortgaged Premises to Mortgagee free of any and all Hazardous Materials which
are then required to be removed (whether over time or immediately) pursuant to
applicable federal, state and local laws, ordinances, rules or regulations
affecting the Mortgaged Premises.

                                       -7-

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         For purposes of this Mortgage, "Hazardous Materials" includes, without
limitation, any flammable explosives, radioactive materials, hazardous
materials, hazardous wastes, hazardous or toxic substances or related materials
defined in the Solid Waste Disposal Act, 42 U.S.C. Section 6901 et seq; the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. Section 9601 et seq; ("CERCLA"), as amended by the Superfund Amendments
and Reauthorization Act of 1986 ("SARA"); the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801 et seq; the Federal Water Pollution Control Act, 33
U.S.C. Section 1251 et seq; the Clean Air Act, 42 U.S.C. Section 7401 et seq;
the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq; and the Safe
Drinking Water Act, 42 U.S.C. Section 300 f et seq and in the regulations
adopted and publications promulgated pursuant thereto, or any other federal,
state or local governmental law, ordinance, rule or regulation.

         The provisions of this Section shall be in addition to any and all
other obligations and liabilities Mortgagor may have to Mortgagee under any
Security Documents, and at common law, and shall survive (1) the extinguishment
of the Obligations, (2) the satisfaction of all of the other obligations of
Mortgagor in the Mortgage and under any Security Documents, (3) the discharge of
this Mortgage, and (4) the foreclosure of this Mortgage or acceptance of a deed
in lieu of foreclosure. Notwithstanding anything to the contrary contained in
this Mortgage, it is the intention of Mortgagor and Mortgagee that the indemnity
provisions of this Section shall only apply to an action commenced against any
owner or operator of the Mortgaged Premises in which any interest of Mortgagee
is threatened or any claim is made against Mortgagee for the payment of money.

         In addition to the representations, warranties and covenants of
Mortgagor contained in this Mortgage, Mortgagor has executed and delivered to
Mortgagee an Environmental Certificate (the "Certificate") of even date, which
Certificate contains certain representations, covenants and indemnification
obligations on the part of Mortgagor and provides to Mortgagee certain rights,
inter alia, entry and mitigation. This provision is included for the purpose of
giving notice of the existence of the Certificate, to which reference is made
for the full description of the rights and duties of Mortgagor and Mortgagee. '
This provision shall in no way affect the terms and conditions of the
Certificate or the interpretation of the rights and duties of Mortgagor and
Mortgagee thereunder.

         10.      Escrow Deposits. Upon an event of default under this Mortgage,
at the sole option of Mortgagee, Mortgagor will pay to Mortgagee, on dates upon
which interest is payable, such amounts as Mortgagee from time to time estimates
as necessary to create and maintain a reserve fund from which to pay at least
thirty (30) days before the same become due all rental payments, real property
taxes, personal property taxes, assessments, liens and charges on or against the
Real Estate and the Chattel Property and premiums for insurance as herein
covenanted to be furnished by Mortgagor. Payments from such reserve fund for
such purposes may be made by Mortgagee at its discretion and any deficiency in
said fund shall be immediately due and payable to Mortgagee by Mortgagor. Such
payments shall not be, nor deemed to be, trust funds but may be commingled with
the general funds of Mortgagee, and no interest shall be payable in respect
thereof. Mortgagor shall furnish Mortgagee with all bills, statements and
invoices with respect to such taxes, insurance premiums and other items for the
payment of which the escrow is created, at least ten (10) days prior to the due
date thereof. In the event of any default under the terms of the Note, this
Mortgage or the Security Documents, any part or all of said reserve fund may be
applied to the Obligations and, in refunding any part of said reserve fund,
Mortgagee may deal with any person or party represented to be the owner of the
Mortgaged Premises at that time.

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         11.      Assignment of Leases and Rents. Mortgagor hereby assigns and
transfers to Mortgagee all the rents and revenues of the Mortgaged Premises,
including those now due, or to become due by virtue of any lease or other
agreement for the occupancy or use of all or any part of the Mortgaged Premises,
regardless of to whom the rents and revenues of the Mortgaged Premises are
payable. Mortgagor hereby authorizes Mortgagee or Mortgagee's agents to collect
the aforesaid rents and revenues and hereby directs each tenant of the Mortgaged
Premises to pay such rents to Mortgagee or Mortgagee's agents; provided,
however, that prior to written notice given by Mortgagee to Mortgagor of the
breach by Mortgagor of any covenant or agreement of Mortgagor in this Mortgage,
Mortgagor may collect and receive all rents and revenues of the Mortgaged
Premises. Upon delivery of written notice by Mortgagee to Mortgagor of the
breach by Mortgagor of any covenant or agreement of Mortgagor in this Mortgage,
and without the necessity of Mortgagee entering upon and taking and maintaining
full control of the Mortgaged Premises in person, by agent or by a
court-appointed receiver, Mortgagee shall immediately be entitled to possession
of all rents and revenues of the Mortgaged Premises as specified in this Section
11 as the same become due and payable, including but not limited to rents then
due and unpaid, and all such rents shall immediately upon delivery of such
notice be held by Mortgagor as trustee for the benefit of Mortgagee only;
provided, however, that the written notice by Mortgagee to Mortgagor of the
breach by Mortgagor shall contain a statement that Mortgagee exercises its
rights to such rents. Mortgagor agrees that commencing upon delivery of such
written notice of Mortgagor's breach by Mortgagee to Mortgagor, each tenant of
the Mortgaged Premises shall make such rents payable to and pay such rents to
Mortgagee or Mortgagee's agents on Mortgagee's written demand to each tenant
therefor, delivered to each tenant personally or by mail, without any liability
on the part of said tenant to inquire further as to the existence of a default
by Mortgagor.

         Upon request by Mortgagee, Mortgagor will assign to Mortgagee, as
further security for the Obligations, its interest, as lessor, in any or all
leases of all or any portion of the Mortgaged Premises and in any licenses,
permits, agreements or contracts pertaining to the Mortgaged Premises. Such
assignments are to be made by instruments in form satisfactory to Mortgagee, but
no such assignment shall be construed as a consent by Mortgagee to any lease,
license, permit, agreement or contract so assigned or impose upon Mortgagee any
obligations with respect thereto. Except for dealings in the ordinary course of
business which are in the best interests of both Mortgagor and Mortgage,
Mortgagor will not cancel any of the leases now or hereafter assigned to
Mortgagee nor terminate or accept a surrender thereof or reduce the payment of
the rent thereunder or modify any of the said leases or accept any prepayment of
rent (except any amount which may be required to be prepaid by the terms of any
such lease) without first obtaining, on each occasion, the prior written consent
of Mortgagee. Mortgagor will perform all of its obligations as lessor under all
of the leases now or hereafter assigned to Mortgagee. Mortgagor has this date
executed a separate Assignment of Leases and Rents with respect to the Mortgaged
Premises. To the extent that this Mortgage and that instrument are inconsistent
or conflict with each other, the Assignment of Leases and Rents will control.

         12.      Subrogation. If the proceeds of the Obligations, or any part
thereof, or any amount paid out or advanced by Mortgagee, be used directly, or
indirectly to pay off, discharge or satisfy, in whole or in part, any prior lien
or encumbrance upon said Mortgaged Premises or any part thereof, then Mortgagee
shall be surrogated to the rights of the holder of such lien or encumbrance,
although such lien or encumbrance may have been released of record.

         13.      Security Interest. Mortgagor hereby grants and transfers to
Mortgagee a security interest in all machinery, equipment, appliances,
improvements, furniture, fixtures and other tangible personal property now owned
or hereafter acquired by Mortgagor attached to, located on, forming a part of,
or

                                       -9-

<PAGE>

used in connection with the Real Estate and owned by Mortgagor, all property of
like kind or type hereafter acquired by Mortgagor in substitution or replacement
thereof, together with all tools, accessories, parts, equipment, and accessions
now in, attached to, or which may hereafter at any time be placed in or added to
the above-described property and owned by Mortgagor, including all
after-acquired property, replacements, and proceeds thereof (including tort
claims and insurance) ("Tangible Collateral"); and all rents, royalties, income,
security deposits, funds, proceeds and/or profits received or receivable by
Mortgagor from all leases, rental agreements, or occupancies of the Real Estate,
and all accounts, contract rights, and general intangibles, and the proceeds
thereof ("Cash Collateral") (said Tangible Collateral and Cash Collateral being
collectively referred to as the "Chattel Property"); to secure the payment of
the Obligations and any extensions or renewals thereof and any other liabilities
of Mortgagor in favor of Mortgagee, direct or indirect, absolute or contingent,
now existing or hereafter arising, all of which Mortgagor agrees to pay without
relief from valuation or appraisement laws and with attorneys' fees; and the
payment of any and all future advances that may be made by Mortgagee to
Mortgagor during the term of this Mortgage shall likewise be secured by the
Chattel Property, equally with and to the same extent as monies originally
advanced under this Mortgage and the Security Documents. The Chattel Property
has been or is being acquired for business use. Mortgagor now has or will
acquire clear and unencumbered title to the Chattel Property now in its
possession or to be acquired and, except for the security interest granted
herein, Mortgagor will at all times keep the Chattel Property free from any
adverse lien, security interest, or encumbrance, except as expressly set forth
in the Security Documents. The security interest hereby granted shall continue
until full performance by Mortgagor of all conditions and obligations of the
Note and this Mortgage. Mortgagor shall be entitled to possession of the Chattel
Property until default, but shall use the Chattel Property in a careful and
prudent manner, maintain the Chattel Property in good repair, pay all taxes and
other charges thereon when due, and defend the Chattel Property at all times
against any claims during the duration of this Mortgage. Except for removal to
repair the Chattel Property, Mortgagor shall not permit the Chattel Property to
be removed from the Real Estate without the prior written consent of Mortgagee.
Upon any default, Mortgagee, at its option and without notice or demand, shall
be entitled to enter upon the Real Estate to take immediate possession of the
Chattel Property or to render the same unusable. Upon request, Mortgagor shall
assemble and make the Chattel Property available to Mortgagee at a place to be
designated by Mortgagee which is reasonably convenient to both parties. Upon
repossession, Mortgagee may propose to retain the Chattel Property in partial
satisfaction of the Obligations or sell all or any portion of the Chattel
Property at public or private sale in accordance with the Uniform Commercial
Code as adopted in Indiana or any other applicable statute. In the further event
that Mortgagee shall dispose of any or all of the Chattel Property after
default, the proceeds of disposition shall be first applied in the following
order: (a) to the reasonable expenses of retaking, holding, preparing for sale,
selling and the like, (b) to the reasonable attorneys' fees and legal expenses
incurred by Mortgagee, and (c) to the satisfaction of the Obligations. Mortgagor
agrees to release and hold harmless Mortgagee from any and all claims arising
out of the repossession of the Chattel Property. Mortgagor hereby authorizes
Mortgagee to execute and file financing statements signed only by a
representative of Mortgagee covering the security interest of Mortgagee in the
Chattel Property.

         14.      Expenses of Mortgagee. Mortgagor hereby indemnifies Mortgagee
and agrees to save it harmless from any and all loss, damage or expense,
including attorneys' fees, resulting from or arising out of the execution and
delivery of this Mortgage and the terms hereof and the same is made a part of
the Obligations. All sums paid by Mortgagee, including attorneys' fees, to cure
default by Mortgagor hereunder, for the expense of any litigation to prosecute
or defend the rights and lien created hereby in any action or proceeding to
which Mortgagee is made a party by reason of this Mortgage, the Security
Documents or the Note, or in which it becomes necessary to defend or uphold the
lien of this Mortgage or

                                      -10-

<PAGE>

the Security Documents, shall be paid by Mortgagor to Mortgagee, together with
interest thereon from date of payment at a per annum rate equal to the default
rate of interest under the Note, and any such sums and interest thereon shall be
immediately due and payable and secured hereby, having the benefit of the lien
hereby created as a part thereof and with its priority, all without relief from
valuation or appraisement laws.

         15.      Change of Laws. In the event of the enactment after the date
hereof of any law of the State of Indiana imposing upon Mortgagee the payment of
the whole or any part of the taxes or assessments for charges and liens herein
required to be paid by Mortgagor, or the passing or creation of any law
deducting from the value of the Mortgaged Premises any lien thereon for the
purpose of taxation of Mortgagee, or changing in any way the laws now in force
for the taxation of mortgages, or the Obligations, or changing the manner of
collection of any such taxation from Mortgagor so as to affect this Mortgage or
the Obligations, then in such event Mortgagor, upon demand by Mortgagee, shall
pay such taxes or assessments or reimburse Mortgagee therefor; provided,
however, that if it is unlawful for Mortgagor to make such payment, or the
making of such payment would impose a rate of interest beyond the maximum
permitted by law, then and in such event, such payments by Mortgagor shall be
delayed until the earliest interest payment dates under the Note on which the
receipt thereof would be permissible under the laws applicable to Mortgagee
limiting rates of interest which may be charged or collected by Mortgagee.

         16.      Events of Default. The occurrence of any one or more of the
following events shall be deemed to be an event of default ("Event of Default")
under this Mortgage:

                  (a)      Failure to pay the Note or Guaranty according to
                           their respective terms;

                  (b)      Breach of any covenant or agreement contained in the
                           Security Documents or any other writing executed by
                           Mortgagor in connection with the Obligations (other
                           than the Note), which breach is not cured within
                           fifteen (15) days;

                  (c)      The filing by Mortgagor of a petition in voluntary
                           bankruptcy or under any Chapter of the Federal
                           Bankruptcy Code or other similar law, state or
                           federal, whether now or hereafter existing, or an
                           answer admitting insolvency or inability to pay its
                           debts, or failure to obtain a vacation or stay of
                           involuntary bankruptcy or insolvency proceedings
                           within sixty (60) days;

                  (d)      The adjudication of Mortgagor as a bankrupt, or the
                           appointment of a trustee or receiver for Mortgagor or
                           for all or substantially all of its property in any
                           involuntary proceeding, or the taking of jurisdiction
                           by any court over the property of Mortgagor or of
                           substantially all thereof in any involuntary
                           proceeding for the reorganization, dissolution,
                           liquidation or winding up of Mortgagor and the
                           failure to discharge such trustee or receiver or
                           relinquish such jurisdiction or vacate or stay on
                           appeal or otherwise stay such proceedings within
                           sixty (60) days;

                  (e)      The making by Mortgagor of an assignment for the
                           benefit of creditors or the admission by Mortgagor in
                           writing of its inability to pay its debts generally
                           as they become due, or the consent by Mortgagor to
                           the appointment of a receiver or trustee or
                           liquidator of all of its properties or substantially
                           all thereof;

                                      -11-

<PAGE>

                  (f)      Default, including foreclosure and/or sale of the
                           Chattel Property under any other obligations secured
                           by all or any part of the Real Estate or Chattel
                           Property, whether or not such obligation has been
                           consented to by Mortgagee prior to such default;

                  (g)      Abandonment of the Mortgaged Premises by Mortgagor;

                  (h)      Failure to pay or breach of any covenant or agreement
                           associated with any other obligation, indebtedness or
                           liability owed to Mortgagee by Mortgagor or any
                           entity related to or affiliated with Mortgagor, which
                           breach or failure is not cured within any applicable
                           cure period;

                  (i)      Breach of any warranty, representation, certification
                           or statement contained in the Security Documents or
                           in any other certification or other agreement or
                           document executed or delivered in connection with the
                           Security Documents evidencing the Obligations;

                  (j)      Any material adverse change in the financial,
                           operating or other condition of Mortgagor; or

                  (k)      The Mortgagor or any entity affiliated with Mortgagor
                           shall fail to pay any material indebtedness due any
                           person or entity and such failure shall continue
                           beyond any applicable grace period and result in the
                           acceleration of such indebtedness, or the Mortgagor
                           or any entity affiliated with Mortgagor, shall suffer
                           to exist beyond any applicable grace period any other
                           event of default under any material agreement binding
                           the Mortgagor or such other affiliated entity
                           provided such event of default has not been waived in
                           writing by the appropriate party or parties to such
                           agreement in each case, the result of which has or
                           could have a material adverse effect upon the
                           business or future prospects of Mortgagor when
                           considered as a whole.

         17.      Remedies Following an Event of Default. In the event of the
occurrence of one or more of the above Events of Default, Mortgagee may, in its
sole discretion,

                  (a)      Withhold disbursement of any undisbursed loan
                           proceeds and declare all of the Obligations secured
                           hereby to be immediately due and payable, without
                           notice or demand; and/or

                  (b)      Foreclose this Mortgage without relief under
                           valuation and appraisement laws; and/or

                  (c)      Apply for and be entitled to the appointment of a
                           receiver, the appointment of which is hereby
                           consented to by Mortgagor without notice thereof, and
                           such receiver is hereby authorized to take possession
                           of the Mortgaged Premises, collect any rental,
                           accrued, or to accrue, whether in money or in kind,,
                           for the use or occupancy of said Mortgaged Premises
                           by any persons, firm or corporation, and may let or
                           lease the Mortgaged Premises or any part thereof,
                           receive the

                                      -12-

<PAGE>

                           rents, income and profits therefrom, and hold the
                           proceeds subject to the orders of the court, or the
                           judge thereof, for the benefit of Mortgagee, pending
                           the final decree in the proceedings pursuant to which
                           the receiver has been appointed, and during any
                           period allowed by law for the redemption from any
                           sale ordered in foreclosure proceedings, and said
                           receiver may be appointed irrespective of the value
                           of the Mortgaged Premises or its adequacy to secure
                           or discharge the Obligations due or to become due or
                           the solvency of Mortgagor; and/or

                  (d)      Take possession of and hold the Mortgaged Premises,
                           with or without process of law, and collect the rents
                           and profits therefrom, applying same to the charges
                           and payments due under the conditions of this
                           Mortgage so long as default shall continue, which
                           such taking of possession shall in no way waive the
                           right of Mortgagee to exercise the other remedies set
                           forth herein because of a default.

         In the event Mortgagee elects one or more of the above remedies upon
default, Mortgagor agrees to pay all of the costs and expenses of Mortgagee
incurred in pursuance of such remedy or remedies, including without limiting the
generality thereof, attorneys, fees, all costs of collection, late payment
penalties, abstracts of title or title insurance, hazard insurance on the
Mortgaged Premises, real property taxes on the Real Estate and personal property
taxes on the Chattel Property which are paid or incurred by Mortgagee, repairs,
maintenance, and replacements of the Mortgaged Premises which are paid, advanced
or incurred by Mortgagee, payments by Mortgagee to holders of liens or
encumbrances on the Mortgaged Premises which are then due and payable, and
interest commencing with the date of default, calculated at the default rate set
forth in the Note, compounded monthly, on the sum of the above costs and
expenses plus the unpaid principal balance of the Obligations, and interest
unpaid prior to the date of default, which shall become a part of the
Obligations and collectible as such. In the event of the foreclosure of this
Mortgage, the abstracts of title or title insurance policies and the policies of
hazard insurance shall become the absolute property of Mortgagee.

         In the event the Mortgaged Premises are sold under foreclosure and the
proceeds together with the rents, issues, income and profits collected by
Mortgagee are insufficient to pay the total Obligations, Mortgagee shall be
entitled to a deficiency judgment against Mortgagor.

         18.      Non-Waiver of Default. No failure by Mortgagee in the exercise
of any of its rights under this Mortgage shall preclude Mortgagee from the
exercise thereof in the event of subsequent Event of Default, and no delay by
Mortgagee in the exercise of its rights under this Mortgage shall preclude
Mortgagee from the exercise thereof so long as Mortgagor is in default
hereunder. Mortgagee may enforce any one or more of its rights or remedies
hereunder successively or concurrently.

         19.      Modification of Obligations and Release of Collateral.
Mortgagee at its option may extend the time for the payment of the Obligations
or reduce the payments thereon or accept a renewal note or notes therefor or
release all or part of the Mortgaged Premises without the consent of any junior
lienholder of Mortgagor if Mortgagor has then parted with title to Mortgaged
Premises. No sale of the Mortgaged premises or forbearance on the part of
Mortgagee or its assigns, or extension of the time for the payment of the
Obligations or reduction in payments, or acceptance of renewals or release of
all or part of the Mortgaged Premises shall affect the priority of this Mortgage
or Security Documents or the security hereof or shall operate to release,
modify, change or affect the original liability of Mortgagor herein or a
subsequent mortgagor, surety or guarantor, either in whole or in part, nor shall
the full force and effect of the security of this Mortgage and Security
Documents be altered thereby.

                                      -13-

<PAGE>

         20.      Rights of Successors. The covenants herein contained shall
bind, and the benefits and advantages shall inure to, the respective legal
representatives, successors and assigns of the parties hereto.

         21.      Applicable Law. This Mortgage is executed under and shall be
construed in accordance with the laws of the State of Indiana, without
reference its conflict of laws provisions.

         22.      Interpretation. In the event this Mortgage is executed by more
than one person, firm or corporation, the liability of the undersigned parties
shall be joint and several. Whenever used, the singular shall include the
plural, the plural the singular, and the use of any gender shall include all
genders. The term "Mortgagee" shall include any payee of the Obligations or any
transferee thereof, whether by operation of law or otherwise. Descriptive
headings are for convenience only and shall be deemed to not affect the meaning
or construction of any provision hereof.

         23.      Authority. Mortgagor is a limited liability company duly
organized and validly existing under the laws of the State of Delaware. The
undersigned, on behalf of Mortgagor, has the power, authority and legal right to
execute, deliver and perform this Mortgage.

         24.      Fixture Filing. From the date of its recording, this Mortgage
(as provided in Indiana Code Section 26-1-9.1-502) shall be effective as a
financing statement with respect to all goods constituting part of the Chattel
Property which are or are to become fixtures related to the Real Estate
described herein. This document covers goods which are or are to become
fixtures. The Real Estate to which such fixtures are or are to be attached is
that described in Exhibit A attached hereto, the record owner of which is
Mortgagor.

         25.      Time is of the Essence. Time shall be of the essence in
Mortgagor's performance of its obligations under this Mortgage and all other
Security Documents.

         26.      Future Advances. Mortgagor and Mortgagee intend and agree that
this Mortgage will secure unpaid balances of any loan advances from Mortgagee to
Mortgagor, whether obligatory or not, and whether made pursuant to the Note, the
Security Documents or otherwise, made after this Mortgage is delivered to the
appropriate county recorder's office for record to the extent that the total
unpaid principal constituting a portion of the Obligations which may be
outstanding at any time, exclusive of interest, is Five Million and No/100
Dollars ($5,000,000.00), provided that this Mortgage will also secure unpaid
balances of advances made for the payment of taxes, assessments, insurance,
costs, attorneys fees or other reimbursable expenses incurred or advanced for
the protection of the Mortgaged Premises. Mortgagor further covenants and
agrees to repay all such loan advances with interest, and that the covenants
contained in this Mortgage shall apply to such loan advances and other
Obligations.

                                      -14-

<PAGE>

                       IN WITNESS WHEREOF, Mortgagor has executed this
instrument this 27th day of February, 2003.

                                             SYNDICATED BLOOMINGTON I LLC

                                             By: /s/ Thomas P. Tanis, Jr.
                                                --------------------------------
                                                 Thomas P. Tanis, Jr., Manager

                                      -15-
<PAGE>

STATE OF INDIANA        )
                        ) SS:
COUNTY OF MARION        )

         Before me the undersigned, a Notary Public in and for said County and
State, personally appeared Thomas P. Tanis, Jr., the Manager of SYNDICATED
BLOOMINGTON I LLC, a Delaware limited liability company, who acknowledged the
execution of the above and foregoing Real Estate Mortgage, Security Agreement
and Fixture Filing on behalf of said limited liability company.

         Witness my hand and Notarial Seal this 27th day of February, 2003.

My Commission Expires:                     /s/ Bradley S. Fuson
                                              ----------------------------------
                                                Notatry Public
----------------------

My County of Residence:
   [SEAL] BRADLEY S. FUSON, Notary Public          -----------------------------
          My Commission Expires: August 28, 2006          Printed
          Residing in Hamilton County

This Instrument Prepared By:                   Bradley S. Fuson, Esq.
                                               Krieg DeVault LLP
                                               One Indiana Square, Suite 2800
                                               Indianapolis, Indiana 46204
                                               (317)636-4341

Exhibit A: Legal Description of the Real Estate

                                      -16-

<PAGE>

                                    EXHIBIT A

Lots Numbered Thirty (30) and Thirty-one (31) in Northwest Park Subdivision as
shown by the recorded plat thereof, recorded in Plat Cabinet "C", Envelope 146
and as amended by Amendment to a Plat recorded in Plat Cabinet "C", Envelope
155, in the Office of the Recorder of Monroe County, Indiana.