AMENDED AND RESTATED
              FIRST MORTGAGE AND SECURITY AGREEMENT

                         by and between

                    INTERGRAPH CORPORATION, a
                      Delaware corporation,

                            Mortgagor

                               and

                 FOOTHILL CAPITAL CORPORATION, a
                     California corporation,

                            Mortgagee

                  Dated as of November 25, 1997



          Prepared by, and after recordation return to:
                        Jerome K. Lanning
              Johnston Barton Proctor & Powell LLP
                   2900 AmSouth/Harbert Plaza
                     1901 Sixth Avenue North
                 Birmingham, Alabama 35203-2618



NOTE:   This  instrument constitutes an amendment and restatement
of  the  mortgage  by  and  between  Intergraph  Corporation,  as
Mortgagor, and Foothill Capital Corporation, as Mortgagee,  dated
January  6,  1997, and recorded in the Office  of  the  Judge  of
Probate  of  Madison  County, Alabama  on  January  6,  1997,  in
Mortgage  Book 2248, Page 538, et seq. (the "Mortgage")  securing
the  payment  of  a  $20,000,000  term  loan  from  Mortgagee  to
Mortgagor.

     THIS INSTRUMENT AMENDS AND RESTATES THE MORTGAGE TO SECURE A
$5,000,000  INCREASE IN THE SAID TERM LOAN.  A MORTGAGE  TAX  HAS
BEEN  PAID  IN FULL ON THE MORTGAGE WITH RESPECT TO THE  ORIGINAL
$20,000,000 TERM LOAN BALANCE.

      This  Amended  and  Restated First  Mortgage  and  Security
Agreement  is to be cross-indexed in the Uniform Commercial  Code
Records as a fixture filing.

                      AMENDED AND RESTATED
             FIRST MORTGAGE AND SECURITY AGREEMENT
                       TABLE OF CONTENTS
Article                                                      Page

1    Warranty of Title                                          6

2    Payment of Secured Indebtedness                            6

3    Requirements; Proper Care and Use                          7

4    Taxes on Secured Property or Mortgagee                     8

5    Payment of Impositions                                     9

6    Insurance                                                 10

7    Condemnation/Eminent Domain                               13

8    Sale and Lease of Secured Property                        14

9    Liens                                                     15

10   Right of Contest                                          15

11   Leases and Ground Leases                                  16

12   Loan Document Expenses                                    19

13   Mortgagee's Right to Perform                              20

14   Mortgagee's Costs and Expenses                            20

15   Defaults                                                  21

16   Remedies                                                  21

17   Security Agreement under Uniform Commercial Code          24

18   Additional Representations and Warranties                 25

19   No Waivers. Etc.                                          25

20   Additional Rights                                         26

21   Waivers by Mortgagor                                      26

22   Not Joint Venture or Partnership                          27

23   Notices                                                   27

24   Inconsistency with the Loan Documents                     27

25   No Modification: Binding Obligations                      27

26   Miscellaneous                                             27

27   Enforceability                                            28

28   Receipt of Copy                                           28

29   Termination of Security Interest                          28

Exhibit A - Description of the Land

Index of Defined Terms

Additional Mortgages                                            2
Additional Term Loan                                            1
Awards                                                          5
Buildings                                                       3
Code                                                           24
Contractor's Claims                                            15
Event of Default                                               21
Fixtures                                                       14
GAAP                                                           15
Governmental Authority                                          7
Ground Leases                                                   4
Impositions                                                     9
Initial Term Loan                                               1
Insurance Proceeds                                              5
Interest Rate                                                   8
Land                                                            3
Leases                                                          4
Legal Requirements                                              7
Letters of Credit                                               2
Liens                                                          15
Loan Agreement                                                  1
Loan Documents                                                  2
Material Adverse Effect                                        15
Mortgage                                                        1
Mortgagee                                                       1
Mortgagor                                                       2
Obligations                                                     2
Permitted Encumbrances                                          6
Person                                                          2
Provisions                                                     27
Real Estate                                                     3
Rents                                                           4
Secured Indebtedness                                            2
Secured Obligations                                             3
Secured Property                                                3
Subsidiaries                                                   15
Taking                                                         14
Tax                                                             8
Taxes                                                           8
Term Loan                                                       2

                      AMENDED AND RESTATED
             FIRST MORTGAGE AND SECURITY AGREEMENT

      THIS  AMENDED  AND  RESTATED FIRST  MORTGAGE  AND  SECURITY
AGREEMENT  ("Amendment")  is  made  as  of  this  ____   day   of
____________,  1997,  by  INTERGRAPH  CORPORATION,   a   Delaware
corporation,  having  an office at One Madison  Industrial  Park,
Huntsville,  AL  35894-0001 ("Mortgagor"), and  FOOTHILL  CAPITAL
CORPORATION, a California corporation having an address at  11111
Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025-
3333 ("Mortgagee").

                          WITNESSETH:

      WHEREAS, Mortgagor previously made, executed and delivered,
inter alia, the following documents to Mortgagee:

     (a)   that certain Loan and Security Agreement dated  as  of
     December  20,  1996, as amended by Amendment Number  One  to
     Loan  and  Security Agreement dated as of January 15,  1997,
     and  Amendment  Number  Two To Loan and  Security  Agreement
     dated  as  of  November  25, 1997 (collectively,  the  "Loan
     Agreement"); and

     (b)  that certain First Mortgage And Security Agreement from
     Mortgagor  to Mortgagee dated January 6, 1997, and  recorded
     on  January 6, 1997, in the Offices of the Probate Judge  of
     Madison County, Alabama at Mortgage Book 2248, Page  538  et
     seq.  (as  amended  and  restated  by  this  Amendment,  the
     "Mortgage"); and

      WHEREAS,  the  Loan  Agreement  evidences,  inter  alia,  a
$20,000,000  term  loan  from  Mortgagee  to  Mortgagor   (herein
referred to as the "Initial Term Loan"); and

      WHEREAS,  Mortgagee  has made an additional  term  loan  to
Mortgagor  in  the  amount  of Five Million  and  No/100  Dollars
($5,000,000),  such  term  loan  being  identified  in  the  Loan
Agreement as the "Additional Term Loan," and Mortgagor has agreed
that  the  repayment of the Initial Term Loan and the  Additional
Term  Loan shall be secured, equally and ratably, by the lien  of
the Mortgage as amended and restated in accordance with the terms
of this Amendment; and

      WHEREAS,  the parties now desire to amend and  restate  the
terms,  covenants, conditions and warranties of the  Mortgage  as
hereinafter provided.

      NOW,  THEREFORE,  in  consideration of  the  premises,  the
foregoing  representations  of  Mortgagor,  and  other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the parties hereto hereby covenant and agree
as follows:

      Mortgagor covenants and agrees that the Mortgage is  hereby
amended  and  restated  such that the Mortgage,  as  amended  and
restated  hereby,  shall  secure the  following  obligations  and
liabilities:

     (a)   the  payment  of (i) the Initial  Term  Loan  and  the
     Additional   Term  Loan  (collectively,  the  "Term   Loan")
     together  with  all  accrued interest  thereon  to  be  paid
     pursuant  to the provisions of the Loan Agreement, (ii)  any
     future advances and readvances of such principal amount made
     from time to time pursuant to the Loan Agreement, (iii)  any
     Letter of Credit (said term and other capitalized terms used
     herein and not otherwise defined shall have the meaning  set
     forth in the Loan Agreement) reimbursement obligations  that
     may  arise under Letters of Credit or L/C Guaranties  issued
     pursuant to the Loan Agreement; (iv) any and all other  sums
     due  or  to  become  due and any other monetary  Obligations
     under  the  Loan  Agreement,  this  Mortgage  or  any  other
     document  evidencing  or securing  the  Loan  or  any  other
     obligations of Mortgagor entered into, executed or delivered
     pursuant to the terms of the Loan Agreement, (v) any further
     or  subsequent  advances made under the Loan Agreement  this
     Mortgage   or  any  other  Loan  Document,  and   (vi)   any
     extensions, renewals, replacements or modifications  of  the
     Loan  Agreement  or any other Loan Document (the  items  set
     forth in clauses (i) through (vi) hereof, collectively,  the
     "Secured Indebtedness"), and

     (b)   the  performance  of  all  of  the  terms,  covenants,
     conditions,  agreements,  obligations  and  liabilities   of
     Mortgagor  under (i) this Mortgage, (ii) the Loan Agreement,
     (iii)  the  Loan Documents, (iv) any mortgages or  deeds  of
     trust in addition to this Mortgage now or hereafter made  by
     Mortgagor   to   secure  the  Secured   Indebtedness   (such
     additional  mortgages and deeds of trust, collectively,  the
     "Additional  Mortgages"),  (v) any supplemental  agreements,
     undertakings,  instruments,  documents  or  other   writings
     executed  by Mortgagor as a condition to advances under  the
     Loan  Agreement  or otherwise in connection  with  the  Loan
     Agreement (including, without limitation, the "Obligations",
     as  defined  in  the  Loan  Agreement),  (vi)  all  security
     agreements, chattel mortgages, pledges, powers of  attorney,
     consents,   assignments,  notices,  leases   and   financing
     statements heretofore, now or hereafter executed  by  or  on
     behalf of Mortgagor or any other Person and/or delivered  to
     Mortgagee  in  connection with the  Loan  Agreement  or  the
     transactions contemplated thereby, and (vii) any extensions,
     renewals,  replacements  or  modifications  of  any  of  the
     foregoing  (all  obligations and  liabilities  of  Mortgagor
     arising  under this Mortgage, the Loan Agreement,  the  Loan
     Documents,   the   Additional  Mortgages   and   any   other
     supplemental    agreements,    undertakings,    instruments,
     documents, or other writings executed in connection with any
     of  the foregoing, together with (x) the foregoing powers of
     attorney,   consents,  assignments,  notices,   leases   and
     financing  statements,  (y) any guarantees  of  the  Secured
     Indebtedness and (z) any deeds of trust, mortgages, security
     agreements  or assignments now or hereafter made  to  secure
     the Secured Indebtedness and the obligations and liabilities
     described herein are hereinafter collectively referred to as
     the "Secured Obligations"); and

      For and in consideration of the Secured Obligations and  to
secure  payment  of  the  same, with interest  thereon,  and  any
extensions  or  renewals of the same, and to further  secure  the
performance  of  the  covenants  and  conditions  and  agreements
provided  for in the Loan Agreement and as herein set forth,  and
for  other  good  and valuable consideration  to  Mortgagor,  the
receipt  and  legal sufficiency hereby of which are acknowledged,
Mortgagor   does  hereby  mortgage,  give,  grant, bargain, sell,
warrant,  alienate,  remise, release, convey,  assign,  transfer,
hypothecate, deposit, pledge, set over and confirm unto Mortgagee
the   following  described  real  and  other  property  and   all
substitutions for and all replacements, reversions and remainders
of such property, whether now owned or held or hereafter acquired
by Mortgagor (collectively, the "Secured Property"):

      The  fee  simple  and leasehold estate  of  Mortgagor  with
respect   to  those  plots,  pieces  or  parcels  of  land   more
particularly  described in Exhibit A annexed hereto  and  made  a
part  hereof  (which Exhibit A identifies the  fee  or  leasehold
estate  held  by  Mortgagor with respect to  each  such  parcel),
together with the right, title and interest of Mortgagor, if any,
in  and to the streets and in and to land lying in the bed of any
streets,  roads or avenues, open or proposed, public or  private,
in  front of, adjoining or abutting said land to the center  line
thereof, the air space and development rights pertaining to  said
land  and the right to use such air space and development rights,
all    rights   of   way,   privileges,   liberties,   tenements,
hereditaments  and  appurtenances belonging to,  or  in  any  way
appertaining  to,  said  land, all  easements  now  or  hereafter
benefiting said land and all royalties and rights appertaining to
the  use  and  enjoyment  of said land,  including,  but  without
limiting  the  generality  of the foregoing,  all  alley,  vault,
drainage,  mineral,  water,  oil, coal,  gas,  timber  and  other
similar rights (collectively, the "Land");

      TOGETHER with the buildings and other improvements  now  or
hereafter   erected  on  the  Land  (the  buildings   and   other
improvements, collectively, the "Buildings" and the Land together
with  the  Buildings  and  the  Fixtures  (hereinafter  defined),
collectively, the "Real Estate");

      TOGETHER with all and singular the reversion or reversions,
remainder  or remainders, rents, issues, profits and revenues  of
the  Real  Estate and all of the estate, right, title,  interest,
dower and right of dower, curtesy and right of curtesy, property,
possession,  claim  and demand whatsoever, both  in  law  and  at
equity, of Mortgagor of, in and to the Real Estate and of, in and
to  every part and parcel thereof, with the appurtenances, at any
time belonging or in any way appertaining thereto;

      TOGETHER  with  all  of the fixtures,  systems,  machinery,
apparatus,  equipment  and  fittings of  every  kind  and  nature
whatsoever  and  all  appurtenances  and  additions  thereto  and
substitutions  or  replacements thereof now  owned  or  hereafter
acquired  by Mortgagor and now or hereafter attached  or  affixed
to,  or  constituting a part of, the Real Estate or  any  portion
thereof  (collectively  the "Fixtures"), including,  but  without
limiting   the   generality  of  the  foregoing,   all   heating,
electrical, mechanical, lighting, lifting, plumbing, ventilating,
air  conditioning  and air-cooling fixtures, systems,  machinery,
apparatus  and equipment, refrigerating, incinerating  and  power
fixtures,  systems,  machinery, apparatus and equipment,  loading
and   unloading  fixtures,  systems,  machinery,  apparatus   and
equipment, escalators, elevators, boilers, communication systems,
switchboards,  sprinkler systems and other  fire  prevention  and
extinguishing   fixtures,  systems,  machinery,   apparatus   and
equipment,  and all engines, motors, dynamos, machinery,  wiring,
pipes,  pumps, tanks, conduits and ducts constituting a  part  of
any of the foregoing, it being understood and agreed that all  of
the  Fixtures are appropriated to the use of the Real Estate and,
for  the  purposes of this Mortgage, shall be deemed conclusively
to be Real Estate and mortgaged hereby;

     TOGETHER with all drainage, mineral, water, oil, gas, timber
and  sewer  pipes,  conduits  and  wires,  and  other  facilities
furnishing utility or other services and other similar rights now
or  hereafter benefitting the Real Estate or any portion  thereof
or appertaining thereto;

      TOGETHER with all of Mortgagor's right, title and  interest
and  leasehold  estate  under any leases held  by  Mortgagor,  as
lessee,  with  respect  to any portion of  the  Real  Estate  (as
described  in  Exhibit A hereto), including all powers,  options,
renewal  rights  and other rights and interest of  Mortgagor,  as
lessee,  under  the  terms  of any such  leases  (collective  the
"Ground Leases");

      TOGETHER with Mortgagor's right, title and interest in,  to
and   under  all  leases,  subleases,  underlettings,  concession
agreements,  licenses  and other occupancy agreements  which  now
exist  or which may hereafter be granted by Mortgagor, as lessor,
affecting  the Real Estate or any portion thereof and  under  any
and   all  guarantees,  modifications,  renewals  and  extensions
thereof (collectively, the "Leases"), and in and to any  and  all
deposits  made  or hereafter made as security under  the  Leases,
subject to the prior legal rights under the Leases of the lessees
making  such deposits, together with any and all of the benefits,
revenues, income, rents, issues and profits due or to become  due
or  to  which  Mortgagor is now or hereafter may become  entitled
arising  out  of  the Leases or the Real Estate  or  any  portion
thereof (collectively, the "Rents");

     TOGETHER with (a) all unearned premiums accrued, accruing or
to  accrue under any insurance policies now or hereafter obtained
by  Mortgagor  and Mortgagor's interest in and  to  all  proceeds
which  now  or  hereafter  may be paid  in  connection  with  the
conversion  of the Secured Property or any portion  thereof  into
cash  or  liquidated claims, together with the  interest  payable
thereon and the right to collect and receive the same, including,
but without limiting the generality of the foregoing, proceeds of
casualty  insurance, title insurance and any other insurance  now
or  hereafter maintained by Mortgagor with respect  to  the  Real
Estate  or  in  connection  with the  use  or  operation  thereof
(collectively,  the "Insurance Proceeds"), and  (b)  all  awards,
payments  and/or other compensation, together with  the  interest
payable  thereon and the right to collect and receive  the  same,
which  now  or hereafter may be made with respect to the  Secured
Property  as  a  result  of  (i)  a  taking  by  eminent  domain,
condemnation  or  otherwise, (ii) the  change  of  grade  of  any
street,  road or avenue or the widening of any streets, roads  or
avenues adjoining or abutting the land, or (iii) any other injury
to,  or  decrease  in the value of, the Secured Property  or  any
portion  thereof  (collectively, the "Awards"),  in  any  of  the
foregoing circumstances described in clauses (a) or (b) above  to
the  extent  of  the  entire amount of the  Secured  Indebtedness
outstanding  as of the date of Mortgagee's receipt  of  any  such
Insurance  Proceeds or Awards, notwithstanding  that  the  entire
amount  of  the  Secured Indebtedness may not  then  be  due  and
payable,  and  also to the extent of reasonable attorneys'  fees,
costs and disbursements incurred by Mortgagee in connection  with
the   collection  of  any  such  Insurance  Proceeds  or  Awards.
Mortgagor  hereby assigns to Mortgagee, and Mortgagee  is  hereby
authorized  to  collect and receive, all Insurance  Proceeds  and
Awards and to give proper receipts and acquittances therefor  and
to  apply the same toward the Secured Indebtedness as herein  set
forth  notwithstanding  that the entire  amount  of  the  Secured
Indebtedness  may  not then be due and payable. Mortgagor  hereby
agrees  to  make, execute and deliver, from time  to  time,  upon
demand, such further documents, instruments or assurances as  may
be  requested  by  Mortgagee to confirm  the  assignment  of  the
Insurance Proceeds and the Awards to Mortgagee, free and clear of
any  interest of Mortgagor whatsoever therein and free and  clear
of  any other Liens (hereinafter defined), claims or encumbrances
of any kind or nature whatsoever;

      TOGETHER with all right, title and interest of Mortgagor in
and  to  all  extensions,  improvements,  betterments,  renewals,
substitutes   and   replacements  of,  and  all   additions   and
appurtenances  to, the Real Estate, and in each  such  case,  the
foregoing  shall  be deemed a part of the Real Estate  and  shall
become  subject  to  the  Lien  of this  Mortgage  as  fully  and
completely, and with the same priority and effect, as though  now
owned by Mortgagor and specifically described herein, without any
further  mortgage,  conveyance,  assignment  or  other   act   by
Mortgagor;

      TOGETHER with all of Mortgagor's rights to further encumber
the Secured Property for debt.

      TO HAVE AND TO HOLD the Secured Property and the rights and
privileges  hereby mortgaged or intended so to be unto  Mortgagee
and  its successors and assigns for the uses and purposes  herein
set  forth, until the Secured Indebtedness is fully paid and  the
Secured  Obligations are fully performed in accordance  with  the
provisions set forth herein and in the other Loan Documents.

      Mortgagor,  for  itself  and its  successors  and  assigns,
further represents, warrants, covenants and agrees with Mortgagee
as follows:

1    Warranty of Title.  Except as otherwise set forth on Exhibit
A,  Mortgagor warrants that it is lawfully seized of a  good  and
marketable leasehold estate under the Ground Leases or fee simple
absolute title (as particularly described in Exhibit A hereto) to
the  Real  Estate  and  has the right to  mortgage  the  same  in
accordance  with  the provisions set forth in this  Mortgage  and
that  this Mortgage is a valid and enforceable first Lien on  the
Secured  Property, subject only to the exceptions to  title  more
particularly  described in Commitment for  Title  No.  050122-041
dated December 10, 1996, as redated to the date hereof, issued by
First    American   Title   Insurance   Company   to    Mortgagee
(collectively, the "Permitted Encumbrances"). Mortgagor shall (a)
preserve such title and the validity and priority of the Lien  of
this  Mortgage and shall forever warrant and defend the same unto
Mortgagee against the claims of all and every Person or  Persons,
corporation or corporations and parties whomsoever, and (b) make,
execute, acknowledge and deliver all such further or other deeds,
documents, instruments or assurance and cause to be done all such
further  acts and things as may at any time hereafter be required
by  Mortgagee to confirm and fully protect the Lien and  priority
of this Mortgage.

2    Payment of Secured Indebtedness.

      2.1   Mortgagor shall pay the Secured Indebtedness  at  the
times  and  places  and  in  the manner  specified  in  the  Loan
Documents  and  shall perform all of the Secured  Obligations  in
accordance with the provisions set forth herein and in the  other
Loan Documents.  Anything to the contrary herein notwithstanding,
the  maximum  principal  amount (exclusive  of  costs,  expenses,
protective  advances, and interest) at any time secured  by  this
Mortgage shall not exceed Twenty-Five Million and No/100  Dollars
($25,000,000.00); furthermore, the Secured Obligations shall  not
include  any obligations for the payment of principal or interest
with respect to any revolving loans or future loan advances under
the terms of any of the Loan Documents.

      2.2   Any payment made in accordance with the terms of this
Mortgage by any Person at any time liable for the payment of  the
whole  or  any  part  of  the Secured  Indebtedness,  or  by  any
subsequent owner of the Secured Property, or by any other  Person
whose interest in the Secured Property might be prejudiced in the
event  of  a failure to make such payment, or by any stockholder,
officer  or  director of a corporation or by  any  partner  of  a
partnership which at any time may be liable for such  payment  or
may own or have such an interest in the Secured Property shall be
deemed,  as between Mortgagee and all Persons who at anytime  may
be  liable as aforesaid or may own the Secured Property, to  have
been made on behalf of all such Persons.

3    Requirements: Proper Care and Use.

      3.1   Subject to the right of Mortgagor to contest a  Legal
Requirement  (hereinafter  defined) as  provided  in  Article  10
hereof,  Mortgagor promptly shall comply with,  or  cause  to  be
complied  with,  all  present and future laws,  statutes,  codes,
ordinances,  orders,  judgments,  decrees,  injunctions,   rules,
regulations,  restrictions and requirements (collectively  "Legal
Requirements")  of  every federal, state,  county,  municipal  or
other  governmental authority having jurisdiction over  Mortgagor
or the Secured Property (a "Governmental Authority") (and, unless
such   contest   operates  to  suspend   compliance   with   such
Governmental  Authority, in no case later than  the  time  period
allowed  under any order or other form of notice issued  by  such
Governmental  Authority) or the use, manner  of  use,  occupancy,
possession,   operation,  maintenance,  alteration,   repair   or
restoration of the Real Estate, without regard to the  nature  of
the  work to be done or the cost of performing the same,  whether
foreseen  or  unforeseen,  ordinary or extraordinary,  and  shall
perform,  or  cause to be performed, all obligations, agreements,
covenants, restrictions and conditions now or hereafter of record
which  may be applicable to Mortgagor or to the Secured  Property
or  to  the use, manner of use, occupancy, possession, operation,
maintenance,  alteration,  repair  or  restoration  of  the  Real
Estate.

      3.2   Except as it may otherwise be permitted by  the  Loan
Agreement, Mortgagor shall (i) not abandon the Real Estate or any
portion  thereof,  (ii)  subject to  Articles  6  and  7  hereof,
maintain  the  Real Estate in good repair, order  and  condition,
(iii)  subject  to  Articles 6 and 7 hereof,  promptly  make  all
necessary  repairs to the Real Estate, (iv) not commit or  suffer
waste with respect to the Real Estate, (v) refrain from impairing
or  diminishing the value or integrity of the Secured Property or
the  priority or security of the Lien of this Mortgage, (vi)  not
remove,  demolish  or materially alter any  of  the  Real  Estate
without  the prior written consent of Mortgagee in each instance,
except that Mortgagor shall have the right without the consent of
Mortgagee  to  remove and dispose of, free of the  Lien  of  this
Mortgage,  such Fixtures as may, from time to time,  become  worn
out  or  obsolete, provided that if Mortgagor shall  replace  the
same with other Fixtures then such replacement Fixtures shall  be
free of any security agreements or other Liens or encumbrances of
any   kind  or  nature  whatsoever,  and  by  such  removal   and
replacement,  Mortgagor shall be deemed to  have  subjected  such
replacement  Fixtures to the Lien and priority of this  Mortgage,
(vii)  not  make,  install or permit to be made or  installed,any
material alterations or additions to the Real Estate if doing  so
would  materially  impair  the use of  the  Secured  Property  by
Mortgagor in the conduct of its business, (viii) not make, suffer
or permit any nuisance to exist on the Real Estate or any portion
thereof,  and (ix) permit Mortgagee and its agents, at the  times
and in the manner set forth in the Loan Agreement and subject  to
the rights of tenants under Leases, to enter upon the Real Estate
for  the purpose of inspecting and appraising the Real Estate  or
any portion thereof.

      3.3  Mortgagor shall not by any act or omission permit  any
building  or other improvement located on any property  which  is
not  subject to the Lien of this Mortgage to rely upon  the  Real
Estate  or any portion thereof or any interest therein to fulfill
any  Legal  Requirement and Mortgagor hereby assigns to Mortgagee
any  and all rights to give consent for all or any portion of the
Real  Estate  or  any interest therein to be so  used.  The  Real
Estate  is zoned as one or more lots separate and apart from  all
other  premises and Mortgagor shall not, by any act or  omission,
impair  the integrity of the Real Estate as such lot or  lots  or
initiate  or join in any zoning change, private easement  or  any
other  modification  of the zoning regulating  the  Real  Estate.
Unless  first  approved in writing by Mortgagee, Mortgagor  shall
not (i) impose any restrictive covenants or encumbrances upon the
Real  Estate, execute or file any subdivision plot affecting  the
Real  Estate or consent to the annexation of the Real  Estate  to
any  municipality or (ii) permit or suffer the Real Estate to  be
used  by  the public or any Person in such manner as  might  make
possible a claim of adverse usage or possession or of any implied
dedication or easement. To the extent allowed by applicable  law,
any  act  or  omission  by  Mortgagor which  would  result  in  a
violation of any of the provisions of this Article shall be  null
and void.

4    Taxes on Secured Property or Mortgagee.

      4.1   If  any Governmental Authority shall levy, assess  or
charge  any tax, assessment, fee or imposition upon this Mortgage
or  any  other  Loan  Document,  the  Secured  Indebtedness,  the
interest  of  Mortgagee in the Secured Property, or Mortgagee  by
reason  of this Mortgage or any other Loan Document, the  Secured
Indebtedness  or  Mortgagee's interest in  the  Secured  Property
(individually  a  "Tax",  and  collectively  "Taxes")  (excepting
therefrom  any  taxes  measured by Mortgagee's  net  income,  and
franchise  taxes  imposed  on it, by  the  jurisdiction  (or  any
political  subdivision thereof under the laws of which  Mortgagee
is  organized), Mortgagor shall pay all such Taxes to, for, or on
account  of,  Mortgagee as they become due and  payable  and,  on
demand,  shall  furnish proof of such payment to  Mortgagee.   If
Mortgagor shall fail to so pay any such Tax, then, Mortgagee,  at
its  option  and upon simultaneous notice, may pay any  such  Tax
and, in such event, the amount so paid (i) shall be deemed to  be
Secured  Indebtedness,  (ii) shall  be  a  Lien  on  the  Secured
Property  prior to any right or title to, interest in,  or  claim
upon,  the  Secured  Property subordinate to  the  Lien  of  this
Mortgage,  and  (iii) immediately shall be due  and  payable,  on
demand,  together with interest thereon at the rate  of  interest
then  payable under the Loan Agreement, including, in calculating
such  rate  of  interest, any additional interest which  is  then
imposed  under  the  Loan Agreement by reason  of  any  Event  of
Default thereunder (such rate of interest, the "Interest  Rate"),
from  the  date of any such payment by Mortgagee to the  date  of
repayment to Mortgagee.

     4.2  If any Governmental Authority shall at any time require
revenue,  documentary or similar stamps to  be  affixed  to  this
Mortgage or any other Loan Document or shall require the  payment
of  any Taxes with respect to the ownership or recording of  this
Mortgage  or  any  other Loan Document, Mortgagor,  upon  demand,
shall  pay  for  such  stamps in the required  amount  and  shall
deliver  the  same  to Mortgagee, together with  a  copy  of  the
receipted  bill therefor. If Mortgagor shall fail to so  pay  for
any  such  stamps, then, Mortgagee, upon simultaneous  notice  to
Mortgagor, may pay for the same and, in such event, the amount so
paid  (i) shall be deemed to be Secured Indebtedness, (ii)  shall
be a Lien on the Secured Property prior to any right or title to,
or  interest  in, or claim upon, the Secured Property subordinate
to  the Lien of this Mortgage, and (iii) immediately shall be due
and  payable,  on demand, together with interest thereon  at  the
Interest Rate, from the date of any such payment by Mortgagee  to
the  date  of  repayment to Mortgagee. Mortgagor shall  indemnify
Mortgagee  for,  and  shall  hold  Mortgagee  harmless  from  and
against,  any  and  all liability which Mortgagee  may  incur  on
account  of such revenue, documentary or other similar stamps  or
by  reason  of  any  Taxes referred to in Paragraph  4.1  hereof,
whether  such  liability arises before or after  payment  of  the
Secured Indebtedness and whether or not the Lien of this Mortgage
shall have been released.

5    Payment of Impositions.

      5.1   Subject  to the provisions of Article 10  hereof  and
except  to  the  extent the failure to comply  with  any  of  the
following is permitted by the Loan Agreement, not later than  the
date on which payment of the same shall be due, that is, the  day
before the date on which any fine, penalty, interest, late charge
or  loss  may  be  added  thereto or imposed  by  reason  of  the
non-payment thereof, Mortgagor shall pay and discharge all  Taxes
(including, but without limiting the generality of the foregoing,
all real property taxes and assessments, personal property taxes,
income,   franchise,  withholding,  profits  and  gross  receipts
taxes), charges for any easement or agreement maintained for  the
benefit  of the Secured Property or any portion thereof,  general
and  special  assessments  and  levies,  permit,  inspection  and
license  fees,  water and sewer rents and charges and  any  other
charges  of  every  kind  and  nature  whatsoever,  foreseen   or
unforeseen, ordinary or extraordinary, public or private,  which,
at  any  time,  are  imposed upon or levied or  assessed  against
Mortgagor  or  the  Secured Property or any portion  thereof,  or
which  arise  with respect to, or in connection  with,  the  use,
manner  of  use,  occupancy, possession, operation,  maintenance,
alteration,  repair  or restoration of the  Real  Estate  or  any
portion  thereof, together with any penalties, interest  or  late
charges  which  may  be imposed in connection  with  any  of  the
foregoing  (all of the foregoing taxes, assessments,  levies  and
other  charges, together with such interest, penalties  and  late
charges,  collectively, "Impositions"). If,  however,  any  Legal
Requirement  shall allow that any Imposition may, at  Mortgagor's
option,  be  paid in installments (whether or not interest  shall
accrue  on the unpaid balance of such Imposition), Mortgagor  may
exercise  the  option to pay such Imposition in such installments
and,  in  such  event,  Mortgagor shall be  responsible  for  the
payment of all such installments, together with the interest,  if
any, thereon, in accordance with the provisions of the applicable
Legal  Requirement.  Within five (5)  days  after  a  request  by
Mortgagee,   Mortgagor  shall  deliver  to   Mortgagee   evidence
acceptable  to  Mortgage showing the payment of such  Imposition.
Mortgagor also shall deliver to Mortgagee, within five  (5)  days
after  a  request  by  Mortgagee, copies of all  settlements  and
notices  pertaining to any imposition that may be issued  by  any
Governmental Authority.

      5.2   Nothing contained in this Mortgage shall  affect  any
right or remedy of Mortgagee under this Mortgage or otherwise  to
pay, upon simultaneous notice, any imposition from and after  the
date  on  which such Imposition shall have become due and payable
and, in such event, the amount so paid (i) shall be deemed to  be
Secured  Indebtedness,  (ii) shall  be  a  Lien  on  the  Secured
Property  prior to any right or title to, interest in,  or  claim
upon,  the  Secured  Property subordinate to  the  Lien  of  this
Mortgage,  and  (iii) shall be immediately due  and  payable,  on
demand; together with interest thereon at the Interest Rate, from
the  date  of  any  such  payment by Mortgagee  to  the  date  of
repayment to Mortgagee.

6              Insurance.

      6.1   Mortgagor  shall provide and keep in full  force  and
effect,  or  require to be provided and kept in  full  force  and
effect, for the benefit of Mortgagee, as hereinafter provided:

                A.   insurance for the Buildings and the Fixtures
          (w)   against  loss  or  damage  by  fire,   lightning,
          windstorm,  tornado, hail and such  other  further  and
          additional  hazards of whatever kind or nature  as  are
          now  or  hereafter may be covered by standard  extended
          coverage   "all  risk"  endorsements  (including,   but
          without  limiting the generality of the foregoing,  and
          specifically, vandalism, malicious mischief and  damage
          by   water)  of  whatsoever  kind,  (x)  against  flood
          disaster pursuant to the Flood Disaster Protection  Act
          of  1973,84 Stat. 572,42 U.S.C. 4001 if the Real Estate
          is  located in an area identified by the United  States
          Department of Housing and Urban Development as a  flood
          hazard  area, (y) against loss of rentals and  business
          interruption  due to any of the foregoing  causes,  and
          (z)  when  and  to  the extent reasonably  required  by
          Mortgagee,  against any other risk insured  against  by
          Persons operating properties similar to the Real Estate
          and  located  in  the vicinity of the  Real  Estate  or
          operations similar to the operations conducted  at  the
          Real Estate;

                B.    insurance for demolition and increased cost
          of construction coverage;

               C.   if a sprinkler system shall be located in the
          Buildings, sprinkler leakage insurance;

               D.   comprehensive public liability insurance with
          respect  to the Real Estate and the operations  related
          thereto,  whether conducted on or off the Real  Estate,
          against liability for personal injury, including bodily
          injury   and   death,   and  property   damage.    Such
          comprehensive public liability insurance shall be on an
          occurrence  basis and shall specifically  include,  but
          not  be  limited to, sprinkler leakage legal  liability
          (if  a  sprinkler  shall be located in the  Buildings),
          water damage legal liability, products liability, motor
          vehicle liability for all owned and non-owned vehicles,
          including  rented and leased vehicles, and  contractual
          indemnification; and

                E.    such other insurance in such amounts as may
          from  time  to time be reasonably required by Mortgagee
          against such other insurable hazards as at the time are
          commonly  insured  against in the  case  of  properties
          similar  to the Real Estate and located in the vicinity
          of  the  Real  Estate  or  operations  similar  to  the
          operations conducted at the Real Estate.

All  insurance provided hereunder shall be in such  form  and  in
such  amounts  as,  from  time to time, shall  be  acceptable  to
Mortgagee, in its reasonable discretion, shall name Mortgagee  as
a  named  insured  under  a standard "noncontributory  mortgagee"
endorsement   or  its  equivalent,  which  shall  be   reasonably
acceptable to Mortgagee, shall be provided by insurance companies
which have a Best's rating of at least "AXII" and otherwise shall
be  acceptable to Mortgagee in its reasonable discretion.  In the
event  Mortgagor  shall  receive  any  Insurance  Proceeds,  then
Mortgagor shall promptly pay such Insurance Proceeds directly  to
Mortgagee  in  the  manner  set  forth  in  the  Loan  Agreement.
Anything contained herein to the contrary notwithstanding, in  no
event shall the insurance provided under Paragraph 6.1.A.w hereof
or  under  Paragraph 6.1.B hereof be in an amount which  is  less
than  One Hundred Percent (100%) of the full replacement cost  of
the  Buildings  and the Fixtures, including the  cost  of  debris
removal,  but excluding the value of foundations and excavations,
as  reasonably determined from time to time by Mortgagee.   Every
policy  of insurance referred to in this Paragraph shall  contain
an  agreement by the insurer that it will not cancel such  policy
except  alter thirty (30) days prior written notice to  Mortgagee
and   that   any  loss  payable  thereunder  shall   be   payable
notwithstanding any act or negligence of Mortgagor  or  Mortgagee
which might, absent such agreement, result in a forfeiture of all
or  a  part  of  such  insurance payment and notwithstanding  (A)
occupancy  or  use  of  the Secured Property  for  purposes  more
hazardous  than  permitted by the terms of such policy,  (B)  any
foreclosure  or  other action or proceeding  taken  by  Mortgagee
pursuant  to  this Mortgage upon the happening  of  an  Event  of
Default  (hereinafter  defined) or (C) any  change  in  title  or
ownership  of  the Secured Property. Mortgagor shall  assign  and
deliver to Mortgagee all such policies of insurance, or duplicate
originals   thereof  or  certificates  evidencing  the   coverage
thereunder.   If any insurance required to be provided  hereunder
shall  expire,  be  withdrawn,  become  void  by  breach  of  any
condition thereof by Mortgagor or by any lessor under the  Ground
Leases  or any lessee of the Real Estate or any portion  thereof,
or-become  void  or  questionable by reason  of  the  failure  or
impairment  of  the capital of any insurer, or if for  any  other
reason  whatsoever any such insurance shall become unsatisfactory
to  Mortgagee in its reasonable discretion, Mortgagor immediately
shall   obtain  new  or  additional  insurance  which  shall   be
satisfactory   to   Mortgagee  in  its   reasonable   discretion.
Mortgagor shall not take out any separate or additional insurance
which  is contributing in the event of loss unless it is properly
endorsed and otherwise satisfactory to Mortgagee in all respects.

     6.2  Mortgagor shall (i) pay as they become due all premiums
for  the  insurance required hereunder, and (ii) not  later  than
thirty  (30)  days prior to the expiration of each  such  policy,
deliver  a renewal policy or a duplicate original thereof  and  a
certificate of insurance indicating that the insurance is then in
effect or accompanied by such other evidence of payment as  shall
be satisfactory to Mortgagee in its discretion.

      6.3  If Mortgagor shall be in default of its obligation  to
so  insure  or  deliver any such-prepaid policy  or  policies  of
insurance to Mortgagee in accordance with the provisions  hereof,
Mortgagee,  at  its  option  and  upon  simultaneous  notice   to
Mortgagor, may effect such insurance from year to year,  and  pay
the  premium or premiums therefor, and, in such event, the amount
of all such premium or premiums (i) shall be deemed to be Secured
Indebtedness, (ii) shall be a Lien on the Secured Property  prior
to  any  right  or title to, or interest in, or claim  upon,  the
Secured  Property subordinate to the Lien of this  Mortgage,  and
(iii)  shall be immediately due and payable, on demand,  together
with interest thereon at the Interest Rate, from the date of  any
such payment by Mortgagee to the date of repayment to Mortgagee.

      6.4   At the request of Mortgagee, Mortgagor shall increase
the  amount of insurance required to be provided pursuant to  the
provisions of Paragraph 6.1.A.w hereof and Paragraph 6.1.B hereof
by  using  the  Factory Mutual Index to determine  whether  there
shall  have  been  an  increase in the replacement  cost  of  the
Buildings  and  the Fixtures since the most recent adjustment  to
any  such policy and, if there shall have been any such increase,
the  amount of insurance required to be provided hereunder  shall
be adjusted accordingly.

      6.5   Mortgagor promptly shall comply with, and shall cause
the  Buildings and the Fixtures to comply with, (i)  all  of  the
provisions  of each such insurance policy, and (ii)  all  of  the
requirements  of the insurers thereunder applicable to  Mortgagor
or  to any of the Buildings or the Fixtures or to the use, manner
of    use,   occupancy,   possession,   operation,   maintenance,
alteration, repair or restoration of any of the Buildings or  the
Fixtures  if  the  failure to comply therewith could  foreseeably
permit  the  insurer to deny coverage or to cancel any  insurance
required  hereunder,  even if such compliance  would  necessitate
structural   changes   or  improvements  or   would   result   in
interference with the use or enjoyment of the Real Estate or  any
portion  thereof. If Mortgagor shall use the Real Estate  or  any
portion  thereof in any manner which would permit the insurer  to
cancel any insurance required to be provided hereunder, Mortgagor
shall  obtain  prior  to the cancellation  thereof  a  substitute
policy  which shall be satisfactory to Mortgagee and which  shall
be  effective  on or prior to the date on which  any  such  other
insurance policy shall be cancelled.

     6.6  If the Buildings or the Fixtures or any portion thereof
shall be materially damaged, destroyed or injured by fire or  any
other  casualty  (whether insured or uninsured), Mortgagor  shall
give prompt notice thereof to Mortgagee.

      6.7   In  the event of any damage, destruction  or  injury,
then, if no Event of Default has occurred and is then continuing,
Mortgagee  and  Mortgagor  shall  jointly  adjust,  collect   and
compromise  all such claims under all policies of  insurance  and
execute  and deliver on behalf of Mortgagor all necessary  proofs
of   loss,  receipts,  vouchers  and  releases  required  by  the
insurers. If any Event of Default shall have occurred and then be
continuing,  Mortgagee may, at its option,  adjust,  collect  and
compromise  all  such claims. If, prior to  the  payment  of  any
Insurance  Proceeds, the Secured Property or any portion  thereof
shall  have  been  sold  on foreclosure of  this  Mortgage,  then
Mortgagor  shall  direct each insurer to  pay  to  Mortgagee  the
amount  of any deficiency found to be due upon such sale, whether
or  not  a  deficiency judgment on this Mortgage shall have  been
sought or recovered or denied, together with interest thereon  at
the Interest Rate.

      6.8   The insurance required by this Mortgage may,  at  the
option  of  Mortgagor,  be  effected by blanket  and/or  umbrella
policies  issued  to  Mortgagor covering the  Buildings  and  the
Fixtures  as  well as other properties (real and personal)  which
are  owned  or leased by Mortgagor, provided that, in each  case,
the  policies  otherwise  comply  with  the  provisions  of  this
Mortgage  and  allocate to the Buildings and the  Fixtures,  from
time  to  time,  the  coverage specified  by  Mortgagee,  without
possibility of reduction or coinsurance by reason of,  or  damage
to,  any other property (real or personal) named therein. If  the
insurance required by this Mortgage shall be effected by any such
blanket   or  umbrella  policies,  Mortgagor  shall  furnish   to
Mortgagee  original  certificates  evidencing  policies  thereof,
with,  if  requested  by  Mortgagee, schedules  attached  thereto
showing  the amount of the insurance provided under such policies
which is applicable to the Buildings and the Fixtures.

      6.9   Any  transfer of the Secured Property, in  accordance
with  the  provisions hereof, including a transfer by foreclosure
or  deed in lieu of foreclosure, shall transfer therewith all  of
Mortgagor's  interest  in  all property insurance  policies  then
covering  the  Buildings  and  the  Fixtures  or  the  operations
conducted at the Real Estate, including, but without limiting the
generality of the foregoing, any unearned premiums.

7    Condemnation/Eminent Domain.

       7.1    Mortgagor  shall  notify  Mortgagee  promptly  upon
obtaining  knowledge  of the institution of  (i)  any  taking  by
eminent  domain, condemnation or otherwise of all or any  portion
of  the  Secured  Property, or (ii) the change of  grade  of  any
street,  road  or  avenue or the widening of  streets,  roads  or
avenues  adjoining  or abutting the Land,  or  (iii)  any  other,
injury  to, or decrease in value of, the Secured Property  caused
in any manner by any Governmental Authority (any of the foregoing
events, a "Taking").

      7.2   If  no  Event  of Default has occurred  and  is  then
continuing,  Mortgagee and Mortgagor shall jointly negotiate  and
settle any such proceedings with respect to such a Taking and the
amount of any Award to be made in connection therewith and  shall
jointly  execute and deliver on behalf of Mortgagor all necessary
proofs  of  loss,  receipts, vouchers and  releases  required  in
connection  with any such Taking. If any Event of  Default  shall
have occurred and then be continuing, then Mortgagee may, at  its
option,  negotiate  and settle such claims. Mortgagor  agrees  to
execute,  upon  demand  by Mortgagee, all such  proofs  of  loss,
receipts,  vouchers and releases and to cooperate with  Mortgagee
in  connection therewith.  Mortgagor shall direct the  applicable
Governmental Authority to make payment of any such Award directly
to  Mortgagee and Mortgagee is hereby authorized to  endorse  any
draft therefor as Mortgagor's attorney-in-fact.  If, prior to the
payment of any Award, the Secured Property or any portion thereof
shall  have  been sold on foreclosure of this Mortgage,  Borrower
shall  direct  the applicable Governmental Authority  to  pay  to
Mortgagee the amount of any deficiency found to be due upon  such
sale, whether or not a deficiency judgment on this Mortgage shall
have  been sought or recovered or denied, together with  interest
thereon at the Interest Rate.

8     Sale  and Lease of Secured Property.  Except to the  extent
permitted under the Loan Agreement, Mortgagor shall not,  at  any
time,  without  the  prior written consent of Mortgagee  in  each
instance,

     8.1  sell, assign, transfer or convey all or any part of the
Secured Property or any interest therein; or

      8.2   lease  or  sublease the Real Estate  or  any  portion
thereof except in accordance with the terms hereof; or

      8.3  (i) make any new or additional mortgage, deed of trust
or  other  loan which is secured by the Secured Property  or  any
portion  thereof (whether superior or junior to the Lien of  this
Mortgage  and whether recourse or non-recourse) unless such  loan
is   made   by  Mortgagee,  or  (ii)  except  for  the  Permitted
Encumbrances and subject to the provisions of Articles 9  and  10
hereof  and  except  for  other  Liens  permitted  by  the   Loan
Agreement,  otherwise create, grant, permit or suffer  any  Lien,
security  interest, claim, charge or encumbrance of any  kind  or
nature  whatsoever, whether recorded or unrecorded,  against  the
Secured Property or any portion thereof.

Mortgagor  shall  comply  with  or  otherwise  perform,  keep  or
observe, all terms, provisions, conditions, covenants, warranties
and representations contained in any mortgage that is subordinate
to  this Mortgage and shall not permit or suffer a default  under
any such mortgage or deed of trust.

9     Liens.  Subject  to the provisions of  Article  10  hereof,
Mortgagor at all times shall keep the Secured Property free  from
any  and  all  "Liens"  (which term shall  hereinafter  have  the
meaning  ascribed  thereto  in  the  Loan  Agreement)  except  as
permitted  under the Loan Agreement and except for the  Permitted
Encumbrances.

10    Right  of Contest. Mortgagor, at its sole cost and expense,
may,   in   good  faith, contest, by  proper  legal  actions   or
proceedings,  the  validity  of  any  Legal  Requirement  or  the
application thereof to Mortgagor or the Secured Property, or  the
validity  or  amount  of any Imposition or the  validity  of  the
claims of any mechanics, laborers, subcontractors, contractors or
materialmen ("Contractor's Claims"). During the pendency  of  any
such  action or proceeding, compliance with such contested  Legal
Requirement or payment of such contested Imposition or payment of
such  contested Contractor's Claim may be deferred provided that,
in  each case, at the time of the commencement of any such action
or  proceeding,  and  during  the  pendency  of  such  action  or
proceeding (a) no Event of Default shall exist hereunder  and  no
other  event shall have occurred which, with the giving of notice
or  lapse of time, or both, would constitute an Event of  Default
hereunder,  (b)  adequate  reserves  with  respect  thereto   are
maintained  on  Mortgagor's books in  accordance  with  GAAP  (as
defined  in the Loan Agreement) and the applicable provisions  of
the   Loan  Agreement,  (c)  such  contest  operates  to  suspend
enforcement of compliance with the contested Legal Requirement or
collection   of   the  contested  Imposition  or  collection   or
enforcement of such contested Contractor's Claim, (d) during  the
pendency of such action or proceeding, Mortgagor is able to  make
full use and benefit of the Secured Property and (e) such contest
is  maintained  and prosecuted continuously and  with  diligence,
notwithstanding  any  such  reserves,  Mortgagor  promptly  shall
comply  with  any contested Legal Requirement or  shall  pay  any
contested   Imposition  or  Contractor's  Claim,  and  compliance
therewith  or payment thereof shall not be deferred, if,  at  any
time,  the Secured Property or any portion thereof shall  be,  in
Mortgagee's  judgment, in danger of being forfeited  or  lost  by
reason of any such contest or Mortgagor's non-compliance with any
such  Legal Requirement or non-payment of any such Imposition  or
Contractor's Claim and such claim has or could foreseeably have a
Material Adverse Effect (as defined in the Loan Agreement) on the
Borrower  and its Subsidiaries (as defined in the Loan Agreement)
taken  as  one  enterprise.   If such  action  or  proceeding  is
terminated  or  discontinued adversely to  Mortgagor,  Mortgagor,
upon demand, shall deliver to Mortgagee evidence satisfactory  to
Mortgagee,   in   its  reasonable  discretion,   of   Mortgagor's
compliance  with such contested Legal Requirement or  payment  of
such contested Imposition or Contractor's Claim, as the case  may
be.

11   Leases and Ground Leases.

     11.1. Leases.

                A.    Mortgagor has no right or power, as against
          Mortgagee,   without  the  prior  written  consent   of
          Mortgagee,  to  enter  into  any  Lease  affecting  the
          Secured  Property, except as permitted under  the  Loan
          Agreement.

                B.    Each  Lease  hereinafter  entered  into  by
          Mortgagor shall (i) by its express terms not permit the
          lessee thereunder to terminate or invalidate the  terms
          of  its  Lease  as  a  result of any  action  taken  by
          Mortgagee   to   enforce  this   Mortgage   either   by
          foreclosure,  or  acceptance  of  a  deed  in  lieu  of
          foreclosure,  or  by  resort to  any  other  rights  or
          remedies available to Mortgagee hereunder or at law  or
          in   equity,   (ii)  include  a  subordination   clause
          providing that the Lease and the interest of the lessee
          thereunder in the Secured Property are in all  respects
          subject and subordinate to this Mortgage, (iii) provide
          that, at the option of Mortgagee or the purchaser at  a
          foreclosure   sale  or  the  grantee  in  a   voluntary
          conveyance   in   lieu  of  foreclosure,   the   lessee
          thereunder  shall  attorn  to  Mortgagee  or  to   such
          purchaser  or  grantee under all of the  terms  of  the
          Lease and recognize such entity as the lessor under the
          Lease  for  the balance of the term of the  Lease,  and
          (iv)  provide that, in the event of the enforcement  by
          Mortgagee of the rights and remedies provided by law or
          in equity or by this Mortgage, any Person succeeding to
          the   interest  of  Mortgagee  as  a  result  of   such
          enforcement  shall  not be bound by any  prepayment  of
          installments of rent for more than thirty (30) days  in
          advance  of  the time when the same shall  become  due,
          except  for  security deposits not in excess  of  three
          months'   rent,  or  by  any  amendment,  modification,
          extension,  cancellation or renewal of the  Lease  made
          without the prior written consent of Mortgagee.

                C.    As  to  all  Leases,  Mortgagor  shall  (i)
          promptly perform all of the provisions of the Leases on
          the part of the lessor thereunder to be performed, (ii)
          promptly enforce all of the provisions of the Leases on
          the  part  of  the lessees thereunder to be  performed,
          (iii)  refrain from taking any action that would result
          in   the   termination  of  the  Lease  by  any  lessee
          thereunder  or the diminution of the Rents  thereunder,
          (iv)  appear in and prosecute or defend any  action  or
          proceeding  arising under, growing out of,  or  in  any
          manner connected with, the Leases or the obligations of
          the  lessor or the lessees thereunder, as the case  may
          be, (v) exercise, within five (5) days after demand  by
          Mortgagee,  any right to request from the lessee  under
          any  Lease  a  certificate with respect to  the  status
          thereof, (vi) deliver to Mortgagee, within twenty  (20)
          days  after  demand  by Mortgagee, a written  statement
          containing the names of all lessees, the terms  of  all
          Leases  and  the  spaces occupied and  rentals  payable
          thereunder and a statement of all Leases which are then
          in  default, including the nature and magnitude of  any
          such default and (vii) provide Mortgagee with a copy of
          each notice of default received by Mortgagor under  any
          Lease  immediately upon receipt thereof and deliver  to
          Mortgagee  a  copy  of each notice of material  default
          sent  by Mortgagor under any Lease simultaneously  with
          its  delivery  of  such notice under  such  Lease,  and
          (viii)  promptly deliver to Mortgagee  a  copy  of  any
          Lease.  Notwithstanding the foregoing, Mortgagor  shall
          not be required to perform any of the actions described
          in  clauses (i) through (iv) of this paragraph  if  the
          failure  to  do  so would not cause a Material  Adverse
          Effect (as defined in the Loan Agreement).

                D.    Mortgagor hereby assigns to Mortgagee, from
          and after the date hereof (including any period allowed
          by  law  for redemption after any foreclosure or  other
          sale),   primarily,  on  a  parity  with  the   Secured
          Property, and not secondarily, as further security  for
          the   payment  of  the  Secured  Indebtedness  and  the
          performance of the Secured Obligations, the Leases  and
          the  Rents. Nothing contained in this Article shall  be
          construed to bind Mortgagee to the performance  of  any
          of  the  terms,  covenants,  conditions  or  agreements
          contained   in  any  Lease  or  otherwise  impose   any
          obligation   on  Mortgagee  (including,   but   without
          limiting the generality of the foregoing, any liability
          under the covenant of quiet enjoyment contained in  any
          Lease  in  the  event that any lessee shall  have  been
          joined  as a party defendant in any action to foreclose
          this  Mortgage or commenced by reason of  an  Event  of
          Default hereunder or in the event any lessee shall have
          been  barred and foreclosed of any or all right,  title
          and  interest and equity of redemption in  the  Secured
          Property),  except that Mortgagee shall be  accountable
          for   any  money  actually  received  pursuant  to  the
          aforesaid  assignment. Mortgagor hereby further  grants
          to   Mortgagee  the  right,  but  not  the  obligation,
          following the occurrence and during the continuation of
          an  Event  of  Default  (i)  to  enter  upon  and  take
          possession  of  the  Real Estate  for  the  purpose  of
          collecting the Rents, (ii) to dispossess by  the  usual
          summary proceedings any lessee defaulting in making any
          payment  due under any Lease to Mortgagee or defaulting
          in  the  performance  of any of its  other  obligations
          under  its Lease, (iii) to let the Real Estate  or  any
          portion thereof, (iv) to apply the Rents on account  of
          the Secured Indebtedness, and (v) to perform such other
          acts  as  Mortgagee is entitled to perform pursuant  to
          this Article.  Such assignment and grant shall continue
          in  effect until this Mortgage terminates in accordance
          with  the  terms hereof, the execution of this Mortgage
          constituting and evidencing the irrevocable consent  of
          Mortgagor  to  the entry upon and taking possession  of
          the  Real  Estate by Mortgagee following the Occurrence
          and  during  the  continuation of an Event  of  Default
          pursuant  to such grant, whether or not  an  action  to
          foreclose this Mortgage has been instituted and without
          applying for a receiver. Mortgagee, however, grants  to
          Mortgagor, not as a limitation or condition hereof, but
          as  a personal covenant available only to Mortgagor and
          its successors and not to any lessee or other Person, a
          license,  revocable upon five (5) days' written  notice
          to  Mortgagor following and during the continuation  of
          an Event of Default, to collect all of the Rents and to
          retain,  use  and enjoy the same, unless  an  Event  of
          Default  shall  exist hereunder or,  unless  any  event
          shall have occurred which, with the giving of notice or
          the  lapse of time, or both, would constitute an  Event
          of Default hereunder or, at Mortgagee's option, for any
          other reason whatsoever.

                E.    Mortgagor shall receive the  Rents  as  set
          forth  in Section 11.4 hereof and shall hold the  Rents
          as  a  fund to be applied first to the payment  of  the
          Impositions  and  then  to  the  payment  of  insurance
          coverages  required  under  Article  6  hereof   before
          applying any portion of the same to other purposes.

               F.   Upon notice and demand, Mortgagor shall, from
          time  to  time,  execute, acknowledge  and  deliver  to
          Mortgagee,  or shall cause to be executed, acknowledged
          and   delivered   to  Mortgagee,  in  form   reasonably
          satisfactory   to  Mortgagee,  one  or  more   separate
          assignments  (confirmatory of  the  general  assignment
          provided  in this Article) of the lessor's interest  in
          any  Lease,  and shall pay to Mortgagee the  reasonable
          expenses  incurred by Mortgagee in connection with  the
          preparation and recording of any such instrument, a  as
          provided in the Loan Agreement.

     11.2 Ground Leases.

                A.    Mortgagor will not do or omit to do any act
          or  thing  which  could  impair the  security  of  this
          Mortgage  with respect to Mortgagor's leasehold  estate
          under the Ground Leases.

                 B.     Mortgagor  (i)  shall  comply  with   the
          provisions  of  the  Ground  Leases,  (ii)  shall  give
          immediate written notice to Mortgagee of any default by
          the  lessor  under the Ground Leases or of  any  notice
          received  by Mortgagor from such lessor of any  default
          under  a  Ground Lease by Mortgagor, (iii)  shall  give
          immediate   written   notice  to   Mortgagee   of   the
          commencement  of  any  remedial proceedings  under  the
          Ground Leases by any party thereto and, if required  by
          Mortgagee,   shall  permit  Mortgagee  as   Mortgagor's
          attorney-in-fact  to control and act for  Mortgagor  in
          any  such  remedial proceedings and (iv)  shall  within
          thirty  (30) days after reasonable request by Mortgagee
          obtain  from  the  lessor under the Ground  Leases  and
          deliver  to Mortgagee the lessor's estoppel certificate
          required  thereunder,  if any.   The  Mortgagor  hereby
          expressly  transfers  and  assigns  to  Mortgagee   the
          benefit  of  all  covenants  contained  in  the  Ground
          Leases,  whether  or not such covenants  run  with  the
          land,  but  Mortgagee  shall  have  no  liability  with
          respect  to  such  covenants nor  any  other  covenants
          contained in the Ground Leases.

                C.    Mortgagor shall not surrender the leasehold
          estate  and interests herein conveyed nor terminate  or
          cancel  the  Ground  Leases creating  said  estate  and
          interests,  and  the Mortgagor shall not,  without  the
          express written consent of Mortgagee alter or amend any
          Ground  Lease.  The Mortgagor agrees that  there  shall
          not  be  a  merger  of  the Ground  Lease,  or  of  the
          leasehold  estate created thereby, with the fee  estate
          covered  by the Ground Lease by reason of the leasehold
          estate or the fee estate, or any part of either, coming
          into  common ownership, unless Mortgagee shall  consent
          in  writing  to  such merger.  In the  event  Mortgagor
          shall  acquire fee title to all or any portion of  such
          Real  Estate, this Mortgage shall further constitute  a
          mortgage with respect to such fee interest or estate of
          Mortgagor in such Real Estate, upon the terms  provided
          for herein without any amendment to or modification  of
          this   Mortgage   being  required.   In   such   event,
          notwithstanding  the  fact that the  provisions  hereof
          shall  be self-executing, Mortgagor agrees, immediately
          upon  the written request of Mortgagee, to execute  any
          amendment  to this Mortgage or any additional  mortgage
          or  other agreement or instrument with respect to  said
          Real   Estate  to  further  evidence  and  effect   the
          existence  of  a valid mortgage in favor  of  Mortgagee
          with respect to Mortgagor's fee interest in all or  any
          portion  of  said Real Estate, the form and content  of
          any  such  amendment, mortgage or other instrument  not
          inconsistent  with  the terms of this  Mortgage  to  be
          approved by Mortgagee.

                D.   Mortgagee represents, covenants and warrants
          that:   (i)  each  Ground Lease is in  full  force  and
          effect  and unmodified except as hereinbefore provided;
          (ii)  that all rents reserved in the Ground Leases have
          been paid to the extent they were payable prior to  the
          date  hereof;  and  (iii) that  there  is  no  existing
          default under the provisions of the Ground Leases or in
          the performance of the Ground Leases on the part of the
          Mortgagor to be observed or performed.

12    Loan  Document  Expenses.  Subject  to  the  provisions  of
Article  10  hereof,  Mortgagor  shall  pay,  together  with  any
interest  or  penalties  imposed  in  connection  therewith,  all
reasonable  expenses  of Mortgagee incident to  the  preparation,
execution, acknowledgement, delivery  and/or  recording  of  this
Mortgage  and  the other Loan Documents, including,  but  without
limiting   the   generality  of  the   foregoing,   all   filing,
registration and recording fees and charges, documentary  stamps,
intangible  taxes  and all Federal, State, county  and  municipal
taxes,  duties, imposts, assessments and charges now or hereafter
required  by  reason of, or in connection with, this Mortgage  or
any other Loan Document.

13    Mortgagee's Right to Perform. In the event and for so  long
as  an  Event of Default shall be continuing hereunder  and  upon
simultaneous  notice to Mortgagor, Mortgagee may  (but  shall  be
under  no  obligation  to),  at  any  time  perform  the  Secured
Obligations,  without  waiving or releasing  Mortgagor  from  any
Secured  Obligations or any Event of Default under this Mortgage,
and,  in such event, the reasonable cost thereof, including,  but
without  limiting  the  generality of the  foregoing,  reasonable
attorneys'  fees, costs and disbursements incurred the connection
therewith (a) shall be deemed to be Secured Indebtedness, and (b)
shall  be  payable,  promptly on demand, together  with  interest
thereon  at the Interest Rate (except in the case of items  under
clause (e) of Section 14 prior to any Event of Default), from the
date of any such payment by Mortgagee to the date of repayment to
Mortgagee.  No payment or advance of money by Mortgagee  pursuant
to  the provisions of this Article shall cure, or shall be deemed
or  construed  to  cure, any such Event of Default  by  Mortgagor
hereunder  or waive any rights or remedies of Mortgagee hereunder
or at law or in equity by reason of any such Event of Default.

14    Mortgagee's Costs and Expenses.  If (a) upon the occurrence
and  during  the  continuance of any Event  of  Default,  or  (b)
Mortgagee shall exercise any of its rights or remedies hereunder,
or  (c) any action or proceeding is commenced in which it becomes
necessary  to  defend  or uphold the Lien  or  priority  of  this
Mortgage  or  any  action or proceeding  is  Commenced  to  which
Mortgagee  is or becomes a party, or (d) the taking,  holding  or
servicing  of  this Mortgage by Mortgagee is alleged  to  subject
Mortgagee  to  any  civil or criminal fine  or  penalty,  or  (e)
Mortgagee's  review and approval of any document, including,  but
without  limiting the generality of the foregoing, any Lease,  is
requested  by  Mortgagor or required by Mortgagee, then,  in  any
such  event,  all  actual  reasonable costs,  expenses  and  fees
incurred  by  Mortgagee in connection therewith  (including,  but
without  limiting the generality of the foregoing, any  civil  or
criminal fines or penalties and reasonable attorneys' fees, costs
and   disbursements)   (i)  shall  be  deemed   to   be   Secured
Indebtedness,  and  (ii) shall be payable,  promptly  on  demand,
together with interest thereon at the Interest Rate (except  that
no  interest shall be payable in the case of items incurred under
clause (e) of this paragraph prior to any Event of Default), from
the  date  of  any  such  payment by Mortgagee  to  the  date  of
repayment to Mortgagee.  In any action to foreclose this Mortgage
or  to recover or collect the Secured Indebtedness or any portion
thereof,  the  provisions of this Article  with  respect  to  the
recovery  of  costs, expenses, disbursements and penalties  shall
prevail  unaffected  by the provisions of any  Legal  Requirement
with  respect  to the same to the extent that the  provisions  of
this Article are not inconsistent therewith or violative thereof.

15   Defaults. The occurrence of any Event of Default (as defined
in  the  Loan Agreement) under the Loan Agreement (regardless  of
the  reason  therefor), shall constitute  a  default  ("Event  of
Default") hereunder.

16   Remedies.

      16.1 Upon the occurrence of any Event of Default hereunder,
Mortgagee  may, without notice, presentment, demand  or  protest,
all  of  which  are hereby expressly waived by Mortgagor  to  the
extent  permitted by applicable law, take such action to  protect
and enforce its rights in and to the Secured Property, including,
but  without  limiting  the  generality  of  the  foregoing,  the
following  actions, each of which may be pursued concurrently  or
otherwise,  at  such  time and in such manner  as  Mortgagee  may
determine,  without  impairing or otherwise affecting  the  other
rights  and  remedies of Mortgagee hereunder  or  at  law  or  in
equity:

                          A.    Mortgagee may declare the  entire
               amount of the Secured Indebtedness immediately due
               and  payable. Thereupon, all of the other  Secured
               Obligations also shall become immediately due  and
               payable.

                          B.     Mortgagee may, without releasing
               Mortgagor  from any Secured Obligation or  Secured
               Indebtedness under this Mortgage or any other Loan
               Document and without waiving any Event of Default,
               exercise  any  of  its rights and  remedies  under
               Article 13 hereof.

                          C.    Mortgagee  may (w) institute  and
               maintain an action of mortgage foreclosure against
               any of the Secured Property and against any of the
               property   subject  to  any  of   the   Additional
               Mortgages,  (x) institute and maintain  an  action
               with  respect  to the Secured Property  under  any
               other Loan Document, or (y) take such other action
               as  may  be  allowed at law or in equity  for  the
               enforcement  of  this  Mortgage,  the   Additional
               Mortgages  and the other Lean Documents. Mortgagee
               may  proceed in any such action to final  judgment
               and execution thereon for the whole of the Secured
               Indebtedness,  together with interest  thereon  at
               the   Interest  Rate,  from  the  date  on   which
               Mortgagee  shall declare the same to  be  due  and
               payable to the date of repayment to Mortgagee, and
               all  costs  of  any  such action,  including,  but
               without  limiting the generality of the foregoing,
               reasonable    attorneys'    fees,    costs     and
               disbursements.

                          D.    Mortgagee  may sell  the  Secured
               Property  at  public outcry to the highest  bidder
               for  cash in front of the courthouse door  in  the
               county  where  the  Secured Property  is  located,
               either  in  person or by auctioneer, after  having
               first given notice of the time, place and terms of
               sale  by  publication once a week  for  three  (3)
               successive  weeks  prior  to  said  sale  in  some
               newspaper published in said county.  Upon  payment
               of the purchase money, the Mortgagee or any person
               conducting   the   sale  for  the   Mortgagee   is
               authorized  to  execute to the purchaser  at  said
               sale an assignment of Mortgagor's leasehold estate
               under  any  Ground Lease, or a deed  to  the  Real
               Estate  if  then  owned in fee by Mortgagor.   The
               Mortgagee  may bid at said sale and purchase  said
               property or any part thereof if the highest bidder
               therefor.   At  any foreclosure sale  the  Secured
               Property  may be offered for sale and  sold  as  a
               whole  without  first offering  it  in  any  other
               manner or may be offered for sale and sold in  any
               other  manner the Mortgagee may elect in its  sole
               discretion.

                          E.    Mortgagee may, without  releasing
               Mortgagor  from any Secured Obligation or  Secured
               Indebtedness,  and without waiving  any  Event  of
               Default,  enter  upon and take possession  of  the
               Real   Estate  or  any  portion  thereof,   either
               personally   or   by  its  agents,   nominees   or
               attorneys, and dispossess Mortgagor and its agents
               and  servants therefrom and, thereupon,  Mortgagee
               may  (x) subject to lease rights in favor of third
               parties  to  the  extent  permitted  by  the  Loan
               Agreement,  use,  manage  and  operate  the   Real
               Estate, and (y) exercise all rights and powers  of
               Mortgagor  with  respect to the Secured  Property,
               either  in  the  name of Mortgagor  or  otherwise,
               including, but without limiting the generality  of
               the  foregoing, the right to make, cancel, enforce
               or  modify Leases, obtain and evict lessees. After
               deduction  of  all actual costs  and  expenses  of
               operating and managing the Real Estate, including,
               but   without  limiting  the  generality  of   the
               foregoing, reasonable attorneys' fees,  costs  and
               disbursements, administration expenses, management
               fees  and  brokers' commissions,  satisfaction  of
               Liens  on any of the Secured Property, payment  of
               Impositions,   claims   and  Insurance   Premiums,
               invoices  of  Persons who may have supplied  goods
               and  services to or for the benefit of any of  the
               Secured Property and all costs and expenses of the
               maintenance,  repair, restoration,  alteration  or
               improvement  of  any  of  the  Secured   Property,
               Mortgagee  shall  apply  the  Rents  received   by
               Mortgagee  to  payment of the Secured Indebtedness
               or   performance   of  the  Secured   Obligations.
               Mortgagee  shall  apply  the  Rents  received   by
               Mortgagee  as  provided in  Section  16.2  hereof.
               Mortgagee  may, in its sole discretion,  determine
               the  method  by  which, and extent to  which,  the
               Rents will be collected and the obligations of the
               lessees  under  the Leases enforced and  Mortgagee
               may  waive or fail to enforce any right or  remedy
               of the lessor under any Lease.

      16.2  In  the case of a sale either pursuant to  an  order,
decree  or judgment of foreclosure or by power-of-sale as  herein
provided, the Real Estate may, at Mortgagee's election,  be  sold
in  one (1) or more parcels. Mortgagee shall receive the proceeds
of  any  such sale and shall apply the proceeds of such  sale  as
follows, in the following order:

           First,  to  all  costs,  fees,  charges  and  expenses
recurred  by  Mortgagee and its counsel in  connection  with  any
Event of Default hereunder, the exercise of any of the rights and
remedies  of  Mortgagee hereunder and any such  sale,  including,
without limitation, attorneys' fees, costs and disbursements, all
expenses  of  such  sale,  or pursuant  to  Section  4.2  hereof,
including publication costs, stenographic charges, title searches
and  title  insurance premiums, surveys, guarantee policies,  and
transfer taxes and recording fees and charges;

           Second,  to  the  payment  of  all  sums  expended  by
Mortgagee  under the terms of this Mortgage and not  yet  repaid,
together with interest thereon at the Interest Rate.

           Third,  to  the payment of the Term Loan  Obligations,
including  all  accrued and unpaid interest due  under  the  Loan
Agreement with respect to the Term Loan.

           Fourth,  to  the payment of all other  unpaid  Secured
Obligations, whether due or to become due, in whatever order  and
proportion to the Mortgagee may elect, in its sole discretion.

           Fifth, the remainder, if any, to the Persons appearing
of record to be the owner of the Secured Property sold.

      16.3  Mortgagor shall bear all expenses, including  without
limitation   reasonable        attorneys'   fees,    costs    and
disbursements, of or incidental to, enforcement of any  provision
of  this  Mortgage  or  the  Secured  Indebtedness  and  for  the
compromise,  curing, defending or asserting any provision,  right
or claim with respect thereto, by litigation or otherwise.

      16.4  Mortgagee,  in any action to enforce  this  Mortgage,
shall be entitled to the appointment of a receiver.

      16.5 The remedies and rights granted to Mortgagee hereunder
are  cumulative and are not in lieu of, but are in  addition  to,
and shall not be affected by the exercise of, any other remedy or
right  available  to Mortgagee whether now or hereafter  existing
either  at  law or inequity or under this Mortgage or  any  other
Loan Document.

      16.6  Except as otherwise provided herein, any sale of  the
Secured  Property  pursuant  to this  Mortgage,  without  further
notice,  shall  create  the relation of landlord  and  tenant  at
sufferance  between  the Purchaser and Mortgagor  or  any  Person
holding possession of the Real Estate through Mortgagor, and upon
failure  of  Mortgagor  or  such Person to  surrender  possession
thereof immediately, Mortgagor, or such Person may be removed  by
an  action  for unlawful detainer by the purchaser, in any  court
having venue.

      16.7  Mortgagor shall indemnify and hold Mortgagee harmless
and  defend  it  from  any  loss,  liability,  cost  and  expense
(including  without limitation attorneys' fees and disbursements)
and all claims, actions, proceedings and suits arising out of, or
in  connection  with, any lawful action by Mortgagee  to  enforce
this  Mortgage or any Loan Document, whether or not  any  action,
proceeding  or suit is filed, except where such loss,  liability,
cost, expense, claim, action, proceeding or suit is caused by  or
resulting  from  the  gross negligence or willful  misconduct  of
Mortgagee as determined by a court of competent jurisdiction in a
final  non-appealable judgment or order, but in  no  event  shall
Mortgagor be liable for any exemplary or punitive damages to  the
extent permitted by applicable law.

17   Security Agreement under Uniform Commercial Code.

                A.    Mortgagor  hereby  grants  to  Mortgagee  a
          security  interest  in  all  of  the  Secured  Property
          (including,  without limitation, the Fixtures)  and  in
          Mortgagor's present and future "equipment" and "general
          intangibles"  as said quoted terms are defined  in  the
          Uniform  Commercial Code of the State of  Alabama  (the
          "Code")  and Mortgagee shall have, in addition  to  all
          rights  and remedies provided herein, and in any  other
          agreements made between Mortgagor and Mortgagee, all of
          the  rights and remedies of a "secured creditor"  under
          the  Code.   To  the extent permitted under  applicable
          law,  this  Mortgage shall be deemed to be a  "security
          agreement" as defined in said Code.

                B.    Notwithstanding the filing of  a  financing
          statement covering any of the mortgaged Property in the
          records  normally pertaining to personal property,  all
          of  the Mortgaged Property, for all purposes and in all
          proceedings, legal or equitable, shall be regarded,  at
          Mortgagee's  option  legal  or  equitable,   shall   be
          regarded, at Mortgagee's option to the extent permitted
          by  law), as part of the Real Estate whether or not any
          such item is physically attached to the Real Estate  or
          serial  numbers  are used for the better identification
          of  certain  items.  The mention in any such  financing
          statement  of any item of the Mortgaged Property  shall
          not  be  construed  as in any way  derogating  from  or
          impairing  this declaration and hereby stated intention
          of  the  parties.   Pursuant to the provisions  of  the
          Code,  Mortgagor  hereby authorizes Mortgagee,  without
          the   signature  of  Mortgagor,  to  execute  and  file
          financing  and  continuation  statements  if  Mortgagee
          shall  determine in its sole discretion, that such  are
          necessary or advisable in order to perfect its security
          interest  in the Secured Property and Fixtures  covered
          by this Mortgage, and Mortgagor shall pay to Mortgagee,
          upon  demand,  any  reasonable  expenses  incurred   by
          Mortgagee   in   connection   with   the   preparation,
          execution,  and filing of such statements that  may  be
          filed by Mortgagee.

                C.   Certain of the Secured Property and Fixtures
          are  or may become fixtures related to the Real Estate,
          and  with  respect  thereto  this  Mortgage  shall   be
          effective  as a financing statement filed on a  fixture
          filing  from the date of its filing in the real  estate
          records  of  the  county wherein  the  Real  Estate  is
          located.   For  purposes  hereof,  Mortgagor   is   the
          "Debtor" and Mortgagee is the "Secured Party," and  the
          addresses   of  both  are  as  set  forth   above.    A
          photographic  or  other reproduction of  this  Mortgage
          shall be sufficient as a financing statement and may be
          filed  as a financing statement with any filing officer
          as   deemed   necessary  or  desirable  by   Mortgagee.
          Information concerning the security interest created by
          this instrument may be obtained from the Mortgagee,  as
          Secured Party, at the address set forth above.

18     Additional   Representations  and  Warranties.   Mortgagor
represents and warrants that:  (a) Mortgagor is qualified  to  do
business  in the State in which the Secured Property is  located;
(b)  on  the  date  hereof, no portion of the  Buildings  or  the
Fixtures have been damaged, destroyed or injured by fire or other
casualty which is not now fully restored; (c) Mortgagor  has  all
necessary  licenses, authorizations, registrations and  approvals
to  own,  use,  occupy and operate the Real Estate and  has  full
power  and authority to carry on its business at the Real  Estate
as  currently  conducted and has not received any notice  of  any
violation  of  any Legal Requirement; (d) as of the date  hereof,
Mortgagor  has  not  received any notice of  any  Taking  of  the
Secured  Property  or any portion thereof and  Mortgagor  has  no
knowledge that any such Taking is contemplated; (e) Mortgagor  is
a  business  and  commercial organization,  and  the  transaction
reflected  in,  and  effectuated by, the Loan Documents  is  made
solely  to  acquire  or  to  carry  on  business  and  commercial
enterprise;  and  (f)  at the date hereof  there  are  no  Leases
affecting the Real Estate or any portion thereof, other  than  as
identified on Exhibit A.

19    No Waivers, Etc. A failure by Mortgagee to insist upon  the
strict  performance  by  Mortgagor  of  any  of  the  terms   and
provisions of this Mortgage shall not be deemed to be a waiver of
any of the terms, covenants, conditions and provisions hereof and
Mortgagee, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Mortgagor  of
any and all of the terms, covenants, conditions and provisions of
this  Mortgage  to  be  performed  by  Mortgagor.  Mortgagee  may
release,  regardless of consideration and without  the  necessity
for  any  notice  to or consent by the holder of any  subordinate
Lien  on the Secured Property, any part of the security held  for
payment of the Secured Indebtedness or any portion thereof or for
the  performance  of  the  Secured Obligations  secured  by  this
Mortgage  without, as to the remainder of the  security,  in  any
manner  whatsoever,  impairing or  affecting  the  Lien  of  this
Mortgage  or the priority of the Lien of this Mortgage  over  any
subordinate  Lien. Mortgagee may resort for the  payment  of  the
Secured  Indebtedness  secured by  this  Mortgage  to  any  other
security  therefor held by Mortgagee in such order and manner  as
Mortgagee may elect.

20    Additional Rights.  Upon confirmation of a sale pursuant to
any  order,  decree or judgment of foreclosure of this  Mortgage,
the  appropriate governmental officer making such  sale,  or  his
successor   in   office,  shall  be  and  is  hereby   authorized
immediately to execute and deliver to the purchaser at such sale,
a  deed, assignment or appropriate document conveying the Secured
Property  to such purchaser. To the extent allowed by  applicable
law,  upon  the execution of such deed, assignment or appropriate
document, the recitals therein of facts such as the terms of  the
sale, the sale, the purchase, payment of purchase money and other
facts  affecting the regularity or validity of such  sale  shall,
absent  manifest  error, be conclusive proof of the  truthfulness
thereof, that such sale was regularly and validly made,  and  any
such deed, assignment or appropriate document shall be conclusive
against all persons as to all matters and facts recited therein.

21   Waivers by Mortgagor.

      21.1  To  the  extent allowed by applicable law,  Mortgagor
hereby   waives  errors  and  imperfections  in  any  proceedings
instituted  by Mortgagee under this Mortgage, the Loan  Agreement
or  any  other  Loan Document and all benefit of any  present  or
future  statute  of  limitations or any other present  or  future
statute,  law,  stay,  moratorium, appraisal  or  valuation  law,
regulation or judicial decision which, nor shall Mortgagor at any
time insist upon or plead, or in any manner whatsoever, claim  or
take  any  benefit or advantage of any such statute,  law,  stay,
moratorium,  regulation or judicial decision which  (i)  provides
for  the valuation or appraisal of the Secured Property prior  to
any  sale  or  sales  thereof which maybe made  pursuant  to  any
provision herein or pursuant to any decree, judgment or order  of
any  court  of competent jurisdiction, (ii) exempts  any  of  the
Secured Property or any other property, real or personal, or  any
part  of  the  proceeds  arising  from  any  sale  thereof,  from
attachment, levy or sale under execution, (iii) provides for  any
stay  of  execution, moratorium, marshalling of assets, exemption
from  civil process, redemption or extension of time for payment,
(iv)  requires  Mortgagee  to institute proceedings  in  mortgage
foreclosure  against the Secured Property before  exercising  any
other  remedy  afforded Mortgagee hereunder in the  event  of  an
Event  of  Default,  (v)  affects any of  the  terms,  covenants,
conditions or provisions of this Mortgage, or (vi) conflicts with
or may affect, in a manner which may be adverse to Mortgagee, any
provision, covenant, condition or term of this Mortgage, the Loan
Agreement or any other Loan Document, nor shall Mortgagor at  any
time alter any sale or sales of the Secured Property pursuant  to
any   provision  herein,  including,  but  without  limiting  the
generality  of  the  foregoing, after  any  sale  pursuant  to  a
judgment  of foreclosure, claim or exercise any right  under  any
present  or future statute, law, stay, moratorium, regulation  or
judicial  decision to redeem the Secured Property or the  portion
thereof so sold.

      21.2  To  the  extent allowed by applicable law,  Mortgagor
hereby  waives the right, if any, to require any sale to be  made
in  parcels, or the right, if any, to select parcels to be  sold,
and there shall be no requirement for marshalling of assets.

22    Not  Joint Venture or Partnership.  Mortgagor and Mortgagee
intend that the relationship created hereunder be solely that  of
mortgagor and mortgagee or borrower and lender, as the  case  may
be.   Nothing  herein  is  intended to create  a  joint  venture,
partnership,  tenancy-in-common, or  joint  tenancy  relationship
between  Mortgagor  and  Mortgagee nor  to  grant  Mortgagee  any
interest in the Secured Property other than that of mortgagee  or
lender.

23    Notices.  Whenever it is provided herein that  any  notice,
demand,   request,  consent, approval,   declaration   or   other
communication  shall  or may be given to or  served  upon  either
Mortgagor or Mortgagee, or whenever either Mortgagor or Mortgagee
shall   desire  to  give  or  serve  upon  the  other  any   such
communication  with  respect  to this  Mortgage  or  the  Secured
Property,  each such notice, demand, request, consent,  approval,
declaration or other communication shall be in writing and  shall
be  delivered in the manner and at the addresses of  the  parties
set forth in the Loan Agreement.

24    Inconsistency with the Loan Documents. Unless this Mortgage
expressly   provides   otherwise,   if   there   shall   be   any
inconsistencies  between  the terms,  covenants,  conditions  and
provisions  set forth in this Mortgage and the terms,  covenants,
conditions  and provisions set forth in the Loan Agreement,  then
the  terms,  covenants,  conditions and provisions  of  the  Loan
Agreement shall prevail.

25    No Modification: Binding Obligations. This Mortgage may not
be  modified, amended, discharged or waived in whole or  in  part
except  by  an  agreement  in writing  signed  by  Mortgagor  and
Mortgagee. The covenants of this Mortgage shall run with the Land
and  shall  bind Mortgagor and the heirs, distributees,  personal
representatives,  successors and assigns  of  Mortgagor  and  all
present and subsequent encumbrances, lessees and subleases of any
of  the  Secured  Property  and shall inure  to  the  benefit  of
Mortgagee  and its respective successors, permitted  assigns  and
endorsees.

26    Miscellaneous.  The Article headings in this  Mortgage  are
used  only for convenience and are not part of this Mortgage  and
are  not  to be used in determining the intent of the parties  or
otherwise  in  interpreting  this  Mortgage.  As  used  in   this
Mortgage,  the singular shall include the plural as  the  context
requires  and  the  following words and phrases  shall  have  the
following  meanings:  (a)  "provisions" shall  mean  "provisions,
terms, covenants and/or conditions"; (b) "obligation" shall  mean
"obligation, duty, covenant and/or condition"; (c)  "any  of  the
Secured Property" shall mean "the Secured Property or any portion
thereof  or  interest therein"; and (d) "Person" shall  have  the
meaning  ascribed thereto in the Loan Agreement.  Any  act  which
Mortgagee is permitted to perform under this Mortgage,  the  Loan
Agreement or any other Loan Document may be performed at any time
and  from  time to time by Mortgagee or by any Person  or  entity
designated by Mortgagee. Any act which is prohibited to Mortgagor
under  this  Mortgage,  the  Loan Agreement  or  any  other  Loan
Document is also prohibited to all lessees of any of the  Secured
Property.  Each appointment of Mortgagee as attorney-in-fact  for
Mortgagor  under this Mortgage, the Loan Agreement or  any  other
Loan Document shall be irrevocable and coupled with an interest.


27    Enforceability.  This Mortgage shall be  governed  by,  and
construed in accordance with, the laws of the State in which  the
Secured  Property  is  located without regard  to  principles  of
conflicts  of  laws,  except  that  the  laws  of  the  State  of
California  shall govern the resolution of issues  arising  under
the  Loan  Agreement  to  the  extent  that  such  resolution  is
necessary  to  the  interpretation of  this  Mortgage.   Whenever
possible, each provision of this Mortgage shall be interpreted in
such  manner  as to be effective and valid under applicable  law,
but  if any provision of this Mortgage shall be prohibited by  or
invalid under applicable law, such provision shall be ineffective
to   the  extent  of  such  prohibition  or  invalidity,  without
invalidating  the remaining provisions of this Mortgage.  Nothing
in  this  Mortgage or in any other Loan Documents  shall  require
Mortgagor  to pay, or Mortgagee to accept, interest in an  amount
which would subject Mortgagee to penalty under applicable law. In
the event that the payment of any interest due hereunder or under
any  of  the  other Loan Documents or a payment which  is  deemed
interest,  exceeds the maximum amount payable as  interest  under
the applicable usury laws, such excess amount shall be applied to
the  reduction of the Secured Indebtedness, and upon  payment  in
full  of  the  Secured  Indebtedness, shall  be  applied  to  the
performance  of the Secured Obligations, and upon performance  in
full  of the Secured Obligations, shall be deemed to be a payment
made by mistake and shall be refunded to Mortgagor.


28   Receipt of Copy. Mortgagor acknowledges that it has received
a true copy of this Mortgage.


29    Termination  of Security Interest. This Mortgage,  and  the
security  interests created or granted hereby shall automatically
terminate and be of no further force and effect on the earlier of
(a)  the  date on which (i) all Secured Obligations,  accrued  or
matured interest and fees, and other accrued and payable monetary
Secured  Obligations have been paid (subject to reinstatement  in
accordance  with  the Loan Agreement), and (ii) the  termination,
payment  in  full  or cash collateralization of  all  outstanding
Letters  of Credit (as defined in the Loan Agreement) in full  to
the  reasonable  satisfaction of the  Mortgagee,  at  which  time
Mortgagee (without recourse upon, or any warranty whatsoever  by,
Mortgagee) shall execute and deliver to Mortgagor, for  recording
in  each  office in which this Mortgage shall have been recorded,
an  instrument  releasing this Mortgage and such other  documents
and  instruments necessary to terminate any security interest  of
Mortgagee granted hereby as Mortgagor may reasonably request, all
without  recourse  upon,  or warranty whatsoever  by,  Mortgagee,
except that the same shall be free and clear of any claims, Liens
or encumbrances created by or in respect of Mortgagee, and at the
cost and expense of Mortgagor.

     29.1 MORTGAGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY.

     IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be
duly  executed and acknowledged under seal the day and year first
above written.

                                   INTERGRAPH CORPORATION,
                                   Mortgagor



                                   By:

                                   Name:  /s/ Larry J. Laster
                                          ----------------------
                                      Title: EVP
                                            ------------------




STATE OF _______________ )

COUNTY OF ______________ )


      I, the undersigned Notary Public in and for said County, in
said  State, hereby certify that ____________________, whose name
as   _______________  of  Intergraph  Corporation,   a   Delaware
corporation,  is signed to the foregoing instrument  and  who  is
known  to  me,  acknowledged before me on this  day  that,  being
informed  of  the  contents  of said instrument,  _____  as  such
officer  and  with full authority, executed the same  voluntarily
for  and as the act of said corporation on the day the same bears
date.

      Given  under my hand and official seal, this _____  day  of
_______________, 1997.



                                   ______________________________
                                   Notary Public
                                   My Commission Expires:
                                   ______________________________




                          EXHIBIT "A"

                            TRACT I
                            -------
                           (Foothill)

All  that  part of Sections 21, 27, 28 and 33, Township 4  South,
Range 2 West of the Huntsville Meridian, Madison County, Alabama.

Particularly described as beginning at a concrete monument at the
center  of  the  East boundary of Section 21, Township  4  South,
Range  2 West; thence from the point of true beginning, South  01
degrees  24  minutes 39 seconds West 2657.77 feet to  a  concrete
monument at the Southeast corner of said Section 21; thence South
01  degree 31 minutes 20 seconds West, 1204.68 feet to a concrete
monument;   thence South 88 degrees 46 minutes 04  seconds  East,
1259.91  feet to a concrete monument; thence South 18 degrees  56
minutes  51  seconds  East, 140.57 feet to a  concrete  monument;
thence South 88 degrees 25 minutes 56 seconds East, 2.83 feet  to
a  concrete  monument at the Northeast corner  of  the  Southwest
Quarter of the Northwest Quarter of Section 27, Township 4 South,
Range  2  West;  thence along the East boundary of said  Quarter-
Quarter  Section,  South 01 degrees 51 minutes 00  seconds  West,
1329.29  feet to a concrete monument at the Southeast  corner  of
the  Southwest Quarter of the Northwest Quarter of  said  Section
27;  thence  along the Quarter-Section line, South 88 degrees  24
minutes  49 seconds East, 2132.29 feet to a concrete monument  at
the  Northwest corner of a Huntsville Utilities lot; thence along
the  west  boundary of said lot, South 01 degrees 35  minutes  11
seconds West, 250.00 feet to a concrete monument; thence South 88
degrees  24  minutes 49 seconds East, 230.00 feet to  a  concrete
monument;  thence  North 1 degrees 35 minutes  11  seconds  East,
250.00  feet to a concrete monument on the Quarter Section  line;
thence  along  the  Quarter-Section line,  South  88  degrees  24
minutes  49 seconds East, 1515.51 feet to a concrete monument  on
the  Westerly  margin of Zierdt Road; thence along  the  westerly
margin  of  Zierdt Road, South 02 degrees 17 minutes  01  seconds
West, 1760.18 feet to a concrete monument at the Northeast corner
of  the  University of Alabama-Huntsville Property; thence  along
the  North boundary of said property, North 88 degrees 19 minutes
37  seconds  West,  1901.00 feet to a concrete  monument;  thence
South  02  degrees 17 minutes 01 seconds West, 900.00 feet  to  a
concrete monument on the South boundary of Section 27, Township 4
South,  Range  2  West; thence along the South boundary  of  said
Section  27, North 88 degrees 19 minutes 37 seconds West, 3245.75
feet to an unmonumented Southwest corner of Section 27, Southeast
corner  Section 28, Northeast Corner of Section 33 and  Northwest
corner  of  Section  34 all in Township 4 South,  Range  2  West;
thence  along  the  Easterly boundary of  Section  33,  South  03
degrees  31  minutes 04 seconds West 1330.88 feet to  a  concrete
monument  at  the center of the Easterly boundary of Section  33,
South  03  degrees 31 minutes 04 seconds West 1330.88 feet  to  a
concrete  monument  at  the center of the East  boundary  of  the
Northeast Quarter of said Section 33, Township 4 South,  Range  2
West;  thence along the South boundary of the North  one-half  of
the  Northeast Quarter of Section 33, North 88 degrees 52 minutes
27  seconds  West,  2121.77 feet to a concrete  monument;  thence
North  2  degrees  15 minutes 55 seconds East, 79.92  feet  to  a
concrete monument; thence North 85 degrees 29 minutes 04  seconds
West,  550.00 feet to a concrete monument on the Westerly  margin
of  Old Jim Williams Road; thence North 02 degrees 15 minutes  55
seconds East 614.78 feet to a point; thence continuing along  the
Westerly margin of said road, around a curve to the left, with  a
radius  of 846.72 feet and a chord bearing and distance of  North
05  degrees 10 minutes 18 seconds East, 219.21 feet to a concrete
monument on the North-South Quarter Section line of said  Section
33;  thence  along the Quarter-Section line, North 02 degrees  23
minutes  03  seconds East, 383.29 feet to a concrete monument  at
the  center of the North boundary of Section 33; thence along the
North boundary of said Section 33, South 88 degrees 54 minutes 24
seconds  East, 2728.16 feet to the unmonumented Northeast  corner
of  Section 33, Northwest corner of Section 34, Southeast  corner
of Section 28 and the Southwest corner of Section 27; thence from
the  Southwest corner of Section 27, North 01 degrees 31  minutes
20  seconds  East,  2652.19 feet to a concrete  monument  at  the
center  of  the  East boundary of Section 28;  thence  along  the
Quarter  Section  line of said Section 28, North  88  degrees  53
minutes 06 seconds West 970.05 feet to a concrete monument at the
Southeast corner of a Huntsville Utilities Lot; thence along  the
East  boundary  of  said  lot, North 01 degrees  47   minutes  39
seconds  East 225.00 feet to a concrete monument at the Northeast
corner  of  said  lot;  thence along the North  boundary  of  the
Huntsville Utilities lot, North 88 degrees 53 minutes 06  seconds
West,  387.22  feet  to a concrete monument  on  the  North-South
Quarter-Quarter Section line; thence North 01 degrees 47  minutes
39  seconds East, along said Quarter-Quarter Section line, 803.83
feet  to a concrete monument at the intersection of said Quarter-
Quarter  Section  line with the centerline of  Dunlop  Boulevard;
thence  continuing North 01 degrees 47 minutes  39  seconds  East
along said Quarter-Quarter line 60.00 feet to a concrete monument
on  the North margin of Dunlop Boulevard; thence along the  North
margin  of  Dunlop  Boulevard, North 89  degrees  01  minutes  20
seconds West, 10.00 feet to a concrete monument at

                      TRACT I (Continued)
                      -------------------
                           (Foothill)

the intersection of the Northerly margin of Dunlop Boulevard with
the Easterly margin of the Southern Railway Systems Right-of-way;
thence  along  the Easterly margin of said railway  right-of-way,
North  01 degrees 47 minutes 39 seconds East, 1569.13 feet to  an
iron stake on the South boundary of Section 21; thence along said
boundary  North 88 degrees 54 minutes 55 seconds West, 1.00  feet
to  an  iron stake; thence North 43 degrees 33 minutes 26 seconds
West,  5.62  feet to an iron stake; thence North  01  degrees  53
minutes 36  seconds East, 39.65 feet to an iron stake and the P.C.
of a curve to the left; thence around said curve with a radius of
1180.00 feet and a chord bearing and distance of North 12 degrees
25  minutes 34 seconds West, 583.27 feet to an iron stake at  the
point  of tangency; thence North 26 degrees 43 minutes 33 seconds
West, 1927.34 feet to a concrete monument at the intersection  of
the Easterly margin of the Southern Railway right-of-way with the
Southerly  margin of Lime Quarry Road right-of-way; thence  along
the  Southerly margin of said road right-of-way North 64  degrees
04  minutes 39 seconds East, 447.53 feet to a concrete  monument;
thence  continuing along said right-of-way, North 83  degrees  24
minutes  23  seconds  East, 219.35 feet to a  concrete  monument;
thence  continuing along said right-of-way, South 87  degrees  57
minutes  53  seconds  East, 248.49 feet to a  concrete  monument;
thence  continuing along said right-of-way, North 51  degrees  55
minutes  25  seconds  East, 130.76 feet to a  concrete  monument;
thence North 02 degrees 02 minutes 07 seconds East, 50.00 feet to
a  concrete  monument on the East-West Quarter  Section  line  of
Section  21,  Township 4 South, Range 2 West, and the termination
of  Lime  Quarry Road Right-of-way; thence South  88  degrees  08
minutes 47 seconds East, along said Quarter Section line, 1442.99
feet to the point of true beginning and containing 591.495 acres,
more or less.


                           TRACT II:
                           ---------
                           (Foothill)

All  that part of the South one-half of Section 21 and the  North
one-half  of  Section 28, Township 4 South, Range 2 West  of  the
Huntsville Meridian, Madison County, Alabama.

Particularly described as beginning at a concrete monument at the
intersection of the Southerly margin of Lime Quarry Road with the
Westerly  margin  of  the Southern Railway Systems  right-of-way;
said  point of true beginning is further described as being North
88  degrees  08  minutes 47 seconds West 1442.99 feet,  South  02
degrees  02 minutes 07 seconds West, 50.00 feet, South 51 degrees
55  minutes  25  seconds West, 130.76 feet, North 87  degrees  57
minutes 53 seconds West, 248.49 feet, South 83 degrees 24 minutes
23  seconds West, 219.35 feet and South 64 degrees 04 minutes  39
seconds West, 517.53 feet from the center of the East boundary of
Section 21, Township 4 South, Range 2 West; thence from the point
of  true beginning, South 26 degrees 43 minutes 33 seconds  East,
along  the  Westerly margin of the Southern Railway right-of-way,
1928.33  feet  to an iron stake at the P.C. of  a  curve  to  the
right;  thence around said curve to the right, with a  radius  of
1110.00 feet and a chord bearing and distance of South 12 degrees
25  minutes 34 seconds East, 548.67 feet to an iron stake at  the
point  of tangency; thence South 01 degrees 53 minutes 36 seconds
West,  44.63 feet to an iron stake on the South boundary line  of
Section 21; thence along said boundary line, North 88 degrees  54
minutes 55 seconds West, 5.00 feet to an iron stake; thence South
01  degrees 47 minutes 39 seconds West, along the westerly margin
of  the Southern Railway right-of-way, 1569.27 feet to a concrete
monument  at  the  intersection of the  North  margin  of  Dunlop
Boulevard  with the West margin of the Southern Railway right-of-
way; thence along the North margin of Dunlop Boulevard, North  89
degrees  01  minutes 20 seconds West, 1455.77 feet to a  concrete
monument;  thence  North 02 degrees 14 minutes 47  seconds  East,
402.10  feet to a concrete monument; thence North 88  degrees  56
minutes  13  seconds  West, 436.00 feet to a  concrete  monument;
thence  North 02 degrees 14 minutes 47 seconds East, 400.00  feet
to a concrete monument on the South margin of Cochran Road Right-
of-way;  thence  along the South margin of said  road,  South  88
degrees  56  minutes 13 seconds East, 633.47 feet to  a  concrete
monument;  thence  North 01 degrees 03 minutes 47  seconds  East,
70.00  feet to a concrete monument on the North margin of Cochran
Road;  thence continuing North 01 degrees 03 minutes  47  seconds
East 699.86 feet to a concrete monument on the South boundary  of
Section  21; thence along the South boundary of said Section  21,
North  88  degrees 56 minutes 13 seconds West, 425.00 feet  to  a
concrete monument; thence South 01 degrees 03 minutes 47  seconds
West,  699.86 feet to a concrete monument on the North margin  of
Cochran  Road;  thence along the North margin  of  Cochran  Road,
North  88  degrees 56 minutes 13 seconds West, 986.53 feet  to  a
concrete monument ; thence North 02 degrees 14 minutes 45 seconds
East,  175.08 feet to a concrete monument at the P.C. of a  curve
to the right; thence around said curve to the right with a radius
of  503.295  feet and a chord bearing and distance  of  North  34
degrees  27  minutes 28 seconds East, 536.60 feet to  a  concrete
monument  at  the P.T. of the curve; thence North 02  degrees  14
minutes 46 seconds East, 76.81 feet to a concrete monument on the
South boundary of Section 21; thence along the South boundary  of
said  Section  21, North 88 degrees 56 minutes 13  seconds  West,
1434.36  feet to a concrete monument at the intersection  of  the
South  boundary of Section 21 with the East margin of  the  Wall-
Triana  East Bound Ramp - Right-of-Way to Interstate  Highway  I-
565;  thence  along said right-of-way line, North 00  degrees  48
minutes  05  seconds  East, 687.98 feet to a  concrete  monument;
thence  continuing along said ramp right-of-way, North 46 degrees
22  minutes 04 seconds East, 1198.33 feet to a concrete  monument
on  the Southerly right-of-way of I-565; thence continuing  along
said I-565 southerly right-of-way, North 65 degrees 14 minutes 22
seconds  East,  1050.10  feet  to  a  concrete  monument;  thence
continuing  along  said right-of-way line, North  64  degrees  27
minutes  16  seconds  East, 113.00 feet to a  concrete  monument;
thence  continuing along said right-of-way South  30  degrees  04
minutes  26  seconds  East 244.93 feet to  a  concrete  monument;
thence  continuing along said right-of-way, North 32  degrees  00
minutes  09  seconds  East, 80.99 feet to  a  concrete  monument;
thence  continuing along said right-of-way, North 55  degrees  22
minutes  38  seconds  East, 28.53 feet to  a  concrete  monument;
thence  continuing along said right-of-way, North 30  degrees  04
minutes  26  seconds  West, 196.83 feet to a  concrete  monument;
thence  continuing along said right-of-way, North 64  degrees  27
minutes  16  seconds East, 810.29 feet to a concrete monument  at
the   intersection  of  I-565  southerly  right-of-way  with  the
Westerly margin of Southern Railway Systems Right-of-way;  thence
along  the  Westerly margin of the Southern Railway  right-of-way
around a curve to the left, with a radius of 1467.692 feet and  a
chord  bearing  and distance of South 23 degrees  41  minutes  00
seconds  East, 155.50 feet to a concrete monument;  thence  along
said railway right-of-way, South 26 degrees 43 minutes 33 seconds
East, 24.69 feet to the point of beginning and containing 208.150
acres, more or less.
                      TRACT II (Continued)
                      --------------------
                           (Foothill)

LESS  AND  EXCEPT that certain property located in the  Southwest
Quarter  of  Section 21, Township 4 South, Range 2 West,  Madison
County, Alabama more particularly described as follows:

Commencing  at a point that is South 87 degrees 30  minutes  West
146.17  feet;  thence North 2 degrees 47 minutes 20 seconds  West
688.41  feet; thence North 42 degrees 46 minutes 39 seconds  East
1,198.30  feet  and North 61 degrees 38 minutes 54  seconds  East
153.58  feet from the Southwest corner of Section 21, Township  4
South,  Range  2  West,  said  point  being  the  true  point  of
beginning;

thence  from  the  point of true beginning North  61  degrees  38
minutes  54 seconds East 216.26 feet to a point; thence South  01
degree  33 minutes 06 seconds East 98.12 feet to a point;  thence
South  88 degrees 37 minutes 54 seconds West 193.03 feet  to  the
point of beginning.

PROVIDED, HOWEVER, THAT WITH RESPECT TO THE PARCELS OF  TRACT  II
DESCRIBED BELOW THE INTEREST OF THE MORTGAGOR IS AS LESSEE  UNDER
THE  FOLLOWING DESCRIBED LEASES AND WITH RESPECT TO THE  PROPERTY
DESCRIBED  BELOW  FOR EACH SUCH LEASE, AND WITH RESPECT  TO  SUCH
PROPERTIES THE MORTGAGE SHALL BE A LEASEHOLD MORTGAGE:

1.   INTERGRAPH  CORPORATION'S  RIGHTS  UNDER  THAT  CERTAIN
     LEASE  AGREEMENT  BETWEEN  THE  INDUSTRIAL  DEVELOPMENT
     BOARD OF THE CITY OF MADISON, INC. AND SCHAEFER-ALABAMA
     CORPORATION  DATED JUNE 12, 1973 AND RECORDED  IN  DEED
     BOOK 479, PAGE 19, JUDGE OF PROBATE, AND AS ASSIGNED TO
     WELBILT   CORPORATION   PURSUANT   TO   MEMORANDUM   OF
     ASSIGNMENT OF LESSEE'S INTEREST IN LEASE DATED  OCTOBER
     21, 1982 AND RECORDED IN DEED BOOK 607, PAGE 37, AND AS
     ASSIGNED  TO  INTERGRAPH CORPORATION PURSUANT  TO  THAT
     CERTAIN   ASSIGNMENT  OF  ASSUMPTION  OF  LEASE   DATED
     NOVEMBER 1, 1983, RECORDED IN DEED BOOK 624, PAGE  113,
     IN  THE OFFICE OF THE JUDGE OF PROBATE, MADISON COUNTY,
     ALABAMA  AND  COVERING  THE  FOLLOWING  DESCRIBED  REAL
     PROPERTY:

     All  that  part  of the South one-half of  Section  21,
     Township  4  South,  Range 2  West  of  the  Huntsville
     Meridian,   Madison   County,  Alabama.    Particularly
     described  as beginning at a concrete monument  on  the
     East  margin  of  the Madison-Triana Road  and  at  the
     Northwest  corner  of  the U.S.  Corrugated  Fibre  Box
     Company  site, said point of true beginning is  further
     described  as  being North 87 degrees 30 minutes  east,
     50.0  feet  from  the Southwest corner of  Section  21,
     Township 4 South, Range 2 west.  Thence from the  point
     of true beginning, along the East margin of the Madison-
     Triana  Road,  North 01 degrees 22 minutes  06  seconds
     West  900  feet to a point; thence North 87 degrees  30
     minutes East, 2418.17 feet to a point in the center  of
     a drainage ditch; thence South 01 degrees 15 minutes 57
     seconds East 950.34 feet to a concrete monument in  the
     center  of  said  drainage ditch and on  the  projected
     North boundary of the U.S. Corrugated Fibre Box Company
     site;  thence South 87 degrees 30 minutes  West,  along
     the   projected  and  North  boundary  of   said   U.S.
     Corrugated Fibre Box Company site 2741.67 feet  to  the
     point  of  true beginning and containing  53.29  acres,
     more or less.

AND ALSO
--------

2.   INTERGRAPH  CORPORATION'S  RIGHTS  UNDER  THAT  CERTAIN
     LEASE  AGREEMENT  BETWEEN  THE  INDUSTRIAL  DEVELOPMENT
     BOARD   OF   THE  CITY  OF  HUNTSVILLE  AND  INTERGRAPH
     CORPORATION DATED AS OF MAY 1, 1983 AND AS OF RECORD IN
     DEED BOOK 616, PAGE 809, IN THE OFFICE OF THE JUDGE  OF
     PROBATE  OF  MADISON COUNTY, ALABAMA AND  COVERING  THE
     FOLLOWING DESCRIBED PROPERTY:

                      TRACT II (Continued)
                      --------------------
                           (Foothill)

2.  (Continued)

     All  that part of the northeast quarter of Section  28,
     Township  4  South,  Range 2  West  of  the  Huntsville
     Meridian, Madison County, Alabama.

     Particularly described as beginning at an iron stake at
     the  northwest  corner of the tract  herein  described;
     said  point  of true beginning is further described  as
     being  North  87 degrees 30 minutes East, 2691.67  feet
     from  the  Northwest corner of Section 28,  Township  4
     South,  Range  2 West.  Thence from the point  of  true
     beginning North 87 degrees 30 minutes 52 seconds  East,
     1261.66 feet to an iron stake on the west margin of the
     80.00   foot  Southern  Railway  Company  Right-of-Way;
     thence along the margin of said Right-of-way, South  01
     degree 48 minutes 36 seconds East, 1569.25 feet  to  an
     iron stake on the north margin of the 120.00 foot Right-
     of-Way  for  Dunlop Boulevard; thence along  the  north
     margin  of  said  Right-of-way,  South  87  degrees  24
     minutes  30 seconds West 444.86 feet to an iron  stake;
     thence  North  2  degrees 35 minutes 30  seconds  West,
     100.00  feet to the P.C. of a curve to the left; thence
     around said curve, having a radius of 672.63 feet, with
     a  chord  bearing and distance of North 25  degrees  33
     minutes  59  seconds West, 525.09 feet to the  P.T.  of
     said  curve;  thence  North 48 degrees  32  minutes  27
     seconds West, 27.03 feet to the P.C. of a curve to  the
     left;  thence  around said curve, having  a  radius  of
     708.29 feet, with a chord bearing and distance of North
     70  degrees 31 minutes 14 seconds West, 530.19 feet  to
     the  P.T.  of  said curve; thence South 87  degrees  30
     minutes West, 80.77 feet to a point on the south margin
     of the 70.00 foot Right-of-Way for Cochran Road; thence
     North 2 degrees 30 minutes West, 70.00 feet to an  iron
     stake  on  the  north  margin of the  Right-of-way  for
     Cochran  Road  and the southeast corner of  the  Harris
     Pine Mills property; thence along the east boundary  of
     said Harris Pine Mills site, North 2 degrees 30 minutes
     West,  699.85  feet to the point of true beginning  and
     containing 33.00 acres, more or less.

     TOGETHER WITH:

     All  that part of the northeast quarter of Section  28,
     Township  4  South,  Range 2  West  of  the  Huntsville
     Meridian, Madison County, Alabama.

     Particularly described as beginning at an iron stake on
     the  east  margin  of the 80.00 foot  Southern  Railway
     Company  Right-of-way; said point of true beginning  is
     further  described as being North 87 degrees 30 minutes
     East, 4033.33 feet from the northwest corner of Section
     28, Township 4 South, Range 2 West.

     Thence  from  the  point  of true  beginning  North  87
     degrees  30 minutes 52 seconds East, 10.00  feet  to  a
     concrete  monument at the center of the north  boundary
     of  the  northeast quarter of Section  28,  Township  4
     South,  Range  2 West; thence along the quarter-quarter
     section  line,  South 01 degree 48 minutes  36  seconds
     East, 1569.08 feet to an iron stake on the north margin
     of  the  120.00 foot Right-of-way for Dunlop Boulevard;
     thence  along  the  north margin of  said  Right-of-way
     South 87 degrees 24 minutes 30 seconds West, 10.00 feet
     to  an iron stake on the east margin of the 80.00  foot
     Southern  Railroad Company Right-of-way;  thence  along
     the  east margin of said Right-of-way, North 01 degrees
     48  minutes 36 seconds West, 1569.10 feet to the  point
     of  true  beginning and containing 0.36 acres  more  or
     less.




                           TRACT III:
                           ----------
                           (Foothill)

INTERGRAPH   CORPORATION'S  RIGHTS  UNDER  THAT   CERTAIN   LEASE
AGREEMENT BETWEEN THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
HUNTSVILLE  AND  THE H. D. LEE COMPANY, INC. DATED  SEPTEMBER  1,
1973  AND  RECORDED IN DEED BOOK 484, PAGE 437, JUDGE OF PROBATE,
AND AS ASSIGNED FROM THE H.D.LEE COMPANY, INC. TO THE LEE APPAREL
COMPANY,  INC. DATED FEBRUARY 14, 1983 AND RECORDED  IN  MORTGAGE
BOOK  1459, PAGE 264, JUDGE OF PROBATE, AND ASSIGNED AND  ASSUMED
BY   INTERGRAPH  CORPORATION  BY  THAT  CERTAIN  ASSIGNMENT   AND
ASSUMPTION  OF  LEASE  DATED NOVEMBER 14, 1986  AND  RECORDED  IN
MORTGAGE  BOOK 1459, PAGE 267, JUDGE OF PROBATE AND COVERING  THE
FOLLOWING DESCRIBED REAL PROPERTY:

All that part of the Southwest Quarter of Section 28, Township  4
South,  Range 2 West of the Huntsville Meridian, Madison  County,
Alabama.

Particularly described as beginning at a concrete monument at the
intersection  of the North margin of the 70.00 foot  right-of-way
for  the old Jim Williams Road, with the Easterly margin  of  the
right-of-way  for  Martin Road; said point of true  beginning  is
described  as being North 02 degrees 15 minutes 24 seconds  East,
70.03 feet and North 86 degrees 01 minutes 06 seconds East, 47.15
feet  from the Southwest corner of Section 28, Township 4  South,
Range 2 West;  thence from the point of true beginning, along the
Easterly  margin  of  Martin Road around a curve  to  the  right,
having  a radius of 2980.71 feet and a chord bearing and distance
of North 00 degrees 19 minutes 42 seconds West, 268.82 feet to  a
concrete  monument  at the P.T. of the curve;  thence  continuing
along  the  Easterly margin of Martin Road, North 02  degrees  15
minutes  24  seconds East, 412.83 feet to a concrete monument  at
the  intersection of the Easterly margin of said Martin Road with
the Southerly margin of Kellner Road; thence along said Southerly
margin  of  Kellner Road, North 48 degrees 02 minutes 50  seconds
East, 132.49 feet to a concrete monument on the South margin of a
120.00  foot  right-of-way  for Kellner  Road;  thence  South  89
degrees  10  minutes 36 seconds East, along the South  margin  of
Kellner  Road; 1070.20 feet to a concrete monument; thence  South
25  degrees 34 minutes 36 seconds East, 884.12 feet to a concrete
monument  on  the North margin of Old Jim Williams  Road;  thence
along the North margin of Old Jim Williams Road, North 89 degrees
05  minutes 25 seconds West, 1013.28 feet to a  concrete monument
at  the P.C. of a curve to the right; thence continuing along the
North  margin of Old Jim Williams Road, around said curve to  the
right,  having a radius of 2931.22 feet and a chord  bearing  and
distance  of North 86 degrees 46 minutes 31 seconds West,  236.97
feet  to  a  concrete monument at the point of a  reverse  curve;
thence  continuing along the North margin of said road, around  a
curve  to the left, having a radius of 2777.05 feet, and a  chord
bearing  and distance of North 86 degrees 57 minutes  43  seconds
West,  242.83  feet to a concrete monument at  the  P.T.  of  the
curve;  thence  continuing along the North margin of  said  road,
North  89 degrees 28 minutes 22 seconds West, 72.80 feet  to  the
point  of  true  beginning and containing 24.629 acres,  more  or
less.




                           TRACT IV:
                           ---------
                           (Foothill)

All that part of Madison Industrial Park as recorded in Plat Book
6,  Page  21,  Probate  Records of Madison County,  Alabama,  and
further  described  as being a part of the Southwest  Quarter  of
Section  15,  Township 4 South, Range 2 West  of  the  Huntsville
Meridian, Madison County, Alabama.

Particularly described as beginning at a concrete monument on the
Easterly  boundary  of Research Boulevard;  said  point  of  true
beginning  is  further described as being  North  01  degrees  57
minutes  26  seconds East, 1538.11 feet and South 64  degrees  35
minutes 25 seconds West, 955.28 feet from the Southeast corner of
the  Southwest Quarter of Section 15, Township 4 South,  Range  2
West;  thence from the point of true beginning  North 25  degrees
24 minutes 35 seconds West, 300.00 feet to a concrete monument at
the intersection of a ninety degree corner of Research Boulevard;
thence  along  the  Southerly margin of said Boulevard  North  64
degrees  35  minutes 25 seconds East, 561.92 feet to  a  concrete
monument  at the P.C. of a curve to the left; thence around  said
curve  to  the  left with a radius of 160.00  feet  and  a  chord
bearing  and distance of 18.92 feet to a concrete monument  at  a
point on the curve; thence continuing around said curve and along
the  Easterly  margin of Research Boulevard,  with  a  radius  of
160.00  feet and a chord bearing and distance of North 29 degrees
52 minutes 50 seconds East, 149.86 feet to a concrete monument at
the  P.T.  of  the curve; thence South 88 degrees 02  minutes  34
seconds East, 164.01 feet to a concrete monument; thence South 01
degrees  57  minutes 26 seconds West, 181.36 feet to  a  concrete
monument;  thence  South 64 degrees 35 minutes 25  seconds  West,
185.49  feet to a concrete monument; thence South 25  degrees  24
minutes  35  seconds  East, 150.01 feet to a  concrete  monument;
thence  South 64 degrees 35 minutes 25 seconds West, 580.80  feet
to  the  point  of beginning and containing 5.00 acres,  more  or
less.

                            TRACT V:
                            --------
                           (Foothill)

INTERGRAPH   CORPORATION'S  RIGHTS  UNDER  THAT   CERTAIN   LEASE
AGREEMENT BETWEEN THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
MADISON, INC. AND INTERGRAPH CORPORATION DATED AS OF SEPTEMBER 1,
1982 AND AS OF RECORD IN DEED BOOK 609, PAGE 636 OF THE JUDGE  OF
PROBATE AND COVERING THE FOLLOWING DESCRIBED REAL PROPERTY:

All that part of Madison Industrial Park as recorded in Plat Book
6,  Page  21,  Probate  Records of Madison County,  Alabama,  and
further  described  as being a part of the Southwest  Quarter  of
Section  15,  Township 4 South, Range 2 West  of  the  Huntsville
Meridian, Madison County, Alabama.

Particularly described as beginning at a concrete monument on the
Westerly  Boundary  of Research Boulevard;  said  point  of  true
beginning  is  further described as being  North  01  degrees  57
minutes  26  seconds East 1765.79 feet and North  88  degrees  02
minutes  34  seconds West, 460.80 feet to a concrete monument  at
the P.C. of a curve on the Westerly margin of Research Boulevard;
thence  along  the  Westerly margin of said Boulevard,  around  a
curve to the right, with a radius of 90.00 feet and chord bearing
and  distance  of  South 33 degrees 16 minutes 33  seconds  West,
103.95  feet  to a concrete monument at the P.T.  of  the  curve;
thence   continuing  along  the  Northerly  margin  of   Research
Boulevard,  South 64 degrees 35 minutes 25 seconds  West,  741.94
feet  to a concrete monument at the P.C. of a curve to the right;
thence around said curve to the right with a radius of 25.00 feet
and  a  chord bearing and distance of North 70 degrees 24 minutes
06 seconds West, 35.36 feet to a concrete monument at the P.T. of
the  curve;  thence North 25 degrees 24 minutes 38 seconds  West,
123.48 feet to a concrete monument at the P.C. of a curve to  the
right;  thence  around  said curve to the right,  and  continuing
along the Easterly margin of Research Boulevard with a radius  of
176.84  feet and a chord bearing and distance of North 11 degrees
49  minutes 25 seconds West, 83.11 feet to a concrete monument at
the  P.T.  of  the  curve; thence continuing along  the  Easterly
margin  of  Research Boulevard, North 01 degrees  45  minutes  35
seconds East, 584.53 feet to a concrete monument at the P.C. of a
curve to the right; thence around said curve to the right, with a
radius  of 100.00 feet and a chord bearing and distance of  North
46  degrees 46 minutes 03 seconds East, 141.44 feet to a concrete
monument  at  the P.T. of the curve; thence South 88  degrees  13
minutes  34 seconds East, along the Southerly margin of  Research
Boulevard, 625.21 feet to a concrete monument at the  P.C.  of  a
curve to the right; thence around said curve to the right, with a
radius  of 100.00 feet and a chord bearing and distance of  South
43  degrees 08 minutes 06 seconds East, 141.65 feet to a concrete
monument  at  the  P.T. of the curve; thence along  the  Westerly
margin  of Research Drive, South 01 degrees 57 minutes 26 seconds
East, 358.11 feet to the point of beginning and containing 13.495
acres, more or less.