REAL ESTATE MORTGAGE
        
        
             KNOW ALL MEN BY THESE PRESENTS: THAT TC Services, Inc., a 
        California corporation, whose address is 1000 Colfax Street, 
        Gary, Indiana 46410 (hereafter referred to as "Mortgagor") in 
        consideration of One Hundred Thousand Dollars ($100,000.00) re-
        ceived from August Investment Partnership, an Indiana partner-
        ship, whose address is 8400 Louisiana Street, Merrillville, 
        Indiana 46410 (hereafter referred to as "Mortgagee"), now exist-
        ing or hereafter incurred, and other valuable consideration in 
        hand paid, does hereby mortgage, grant and convey unto Mortgagee 
        the following described premises situated in the City of Phoenix, 
        Maricopa County and State of Arizona, at 3839 West Buckeye Road, 
        Phoenix, Arizona 85009, to wit:
        
             SEC (15) TWN (1N) RNG (2E) BEG at NW COR NE4 TH E
             486.75' S ID 23' E 992.71' W 506.96' N OD 13' W
             992.42' TO POB EX S 100' & EX N 50 & EX W 40 RDS &
             EX 5 X 5 TRI IN NW COR THE/O.
        
        together with all the right, title and interest of the Mortgagor 
        in said property now owned or hereafter acquired and all build-
        ings, improvements and fixtures of any type now or hereafter 
        placed on said property and all easements, rights-of-way, appur-
        tenances, rents, income, profits, royalties, and all oil and gas 
        rights and profits, water, water rights, and water stock; all 
        leases or subleases covering said property or any portion there-
        of, now existing or hereafter entered into, and all rights, title 
        and interest of Mortgagor thereunder at any time existing; all 
        interest, estates or other claims, both in law and in equity, 
        which Mortgagor now has or may hereafter acquire; and all fix-
        tures, building, improvements and appurtenances now or hereafter 
        attached to the foregoing described property, all of which in-
        cluding replacements and additions thereto, shall be deemed to be 
        and remain part of the property covered by this Mortgage. All of 
        the foregoing property and interests shall be collectively herei-
        nafter referred to as the "Premises."
        
             This Mortgage is given to secure the payment of Mortgagor's 
        obligations under a certain promissory note dated July 29, 1997 
        in the principal sum of One Hundred Thousand Dollars 
        ($100,000.00) with a final maturity date of July 3, 2000 (the 
        "Note") and interest thereon according to the terms of the Note 
        and any and all extensions, renewals, modifications, or substitu-
        tions thereof; the payment of all sums advanced to protect the 
        Premises, including but not limited to those described in Para-
        graph 5 below; and each and every other promissory note(s), debt, 
        liabilities and obligations of every type and description, in-
        cluding but not limited to guarantees or accommodations, which 
        the Mortgagor may now, or at any time hereafter, owe or be obli-
        gated on to the Mortgagee, whether such promissory note(s), 






        debts, liabilities, or obligations now exists, is direct or 
        indirect, due or to become due, absolute or contingent, primary 
        or secondary, liquidated or unliquidated, or joint, several, or 
        joint and several. The Note and all such debts, liabilities, 
        obligations, and other promissory notes) are collectively herei-
        nafter referred to as "Obligations".
        
             The total principal amount, exclusive of interest, of the 
        Obligations, including any future debts, advances, liabilities or 
        obligations, including any sums advanced for the protection of 
        the Premises or the Mortgagee's interest therein shall not be 
        limited in amount, PROVIDED, HOWEVER, THAT NOTHING CONTAINED 
        HEREIN SHALL CONSTITUTE A COMMITMENT TO MAKE ADDITIONAL OR FUTURE 
        LOANS OR ADVANCES IN ANY AMOUNT.
        
             The Mortgagor hereby warrants that it (a) is the fee owner 
        of the Premises hereby mortgaged; (b) has the right to mortgage, 
        grant and convey the Premises; and (c) will warrant and defend 
        the title to the Premises against all claimants whomsoever. 
        Mortgagor covenants and agrees with the Mortgagee as follows:
        
             1.   Payment of Obligations. Mortgagor agrees to pay when 
        due all of the Obligations and all taxes, liens, judgments, or 
        assessments which may be lawfully assessed against the Premises 
        and the rental charges upon any leases assigned as additional 
        security for this Mortgage.
        
             2.   Insurance. Mortgagor, at its expense, will maintain 
        with insurers approved by Mortgagee, insurance with respect to 
        the improvements and personal property constituting the Premises 
        against loss by fire, lightning, tornado, and other perils cov-
        ered by a standard extended coverage endorsement, in an amount 
        equal to at least one hundred percent (100%) of the full replace-
        ment value thereof; and insurance against such other hazards and 
        in such amount as is customarily carried by owners and operators 
        of similar properties and as Mortgagee may require for its pro-
        tection. Mortgagor will comply with such other requirements as 
        Mortgagee may from time to time request for the protection by 
        insurance of the interest on the respective parties. All in-
        surance policies maintained pursuant to this Mortgage shall name 
        Mortgagor and Mortgagee as insured, as their respective interests 
        may appear, and provide that there shall be no cancellation or 
        modification without written notice the Mortgagee fifteen (15) 
        days prior to its expiration date. In the event of cancellation 
        of such insurance, Mortgagee may procure such insurance and the 
        cost thereof shall be added to the loan secured by this Mortgage 
        and shall bear interest from the date of disbursement at the rate 
        payable from time to time on outstanding principal on the Note 
        unless payment of interest at such rate would be contrary to 
        applicable law, in which event such amounts shall bear interest 
        at the highest interest rate authorized by applicable law. Mort-
        gagor shall deliver to Mortgagee the original policies of in-
        surance and renewals thereof. Failure to furnish such insurance 
        by Mortgagor, or renewals as required hereunder shall, at the 
        option of Mortgagee, constitute a default.






        
             3.   Maintenance and Compliance With Laws. Mortgagor shall 
        keep the Premises in good repair and condition and shall not 
        commit waste or permit impairment or deterioration of the 
        Premises and shall comply with the provisions of any lease if 
        this Mortgage is on leasehold. No improvement now or hereafter 
        erected upon the Premises shall be altered, removed or demolished 
        without the prior written consent of Mortgagee. Mortgagor shall 
        comply with all laws, ordinances, regulations, covenants, condi-
        tions and restrictions affecting the Premises and not commit, 
        suffer or permit any act to be done in or upon the Premises in 
        violation of any law, ordinance, regulation, covenant, condition 
        or restriction. Mortgagor shall complete or restore promptly and 
        in good workmanlike manner any building, improvement or personal 
        property constituting part of the Premises which may be damaged 
        or destroyed and pay, when due, all claims for labor performed 
        and materials furnished therefore and for any alterations there-
        of.
        
             4.   Condemnation. Mortgagor agrees that all money and 
        awards payable as damages or compensation for the taking of title 
        to or possession of, or for damage to any portion of the Premises 
        by reason of any condemnation, eminent domain, change of grade, 
        or other proceeding shall, at the option of the Mortgagee, be 
        paid to the Mortgagee, and such monies and awards are hereby 
        assigned to Mortgagee, and judgment thereafter shall be entered 
        in favor of Mortgagee. When paid, such monies and awards shall be 
        used, at Mortgagee's option, toward the payment of the obliga-
        tions secured hereby in such order or manner as Mortgagee may 
        desire or determine, or shall be used at its option, for payment 
        of taxes, assessments, repairs or other items for the payment of 
        which this Mortgage is given as security, whether the same be 
        then due or not, and in such order or manner as Mortgagee may 
        determine. Any amount not so used shall be released by the Mort-
        gagee to the Mortgagor. Such application or release shall not 
        cure or waive any default herein or affect any foreclosure pro-
        ceedings. In the event Mortgagee deems it necessary to appear or 
        answer in the condemnation action, hearing or proceedings, Mort-
        gagor shall pay all expenses in connection therewith, where 
        allowed by applicable law.
        
             5.   Taxes, Assessment and Charges. Mortgagor shall pay all 
        taxes, assessments and other charges, including, without limita-
        tion, fines and impositions attributable to the Premises, and 
        leasehold payments or ground rents, if any, before the same 
        become delinquent. Mortgagor shall promptly furnish to Mortgagee 
        all notices of amounts due under this paragraph, Mortgagor shall 
        make payment directly, and Mortgagor shall promptly furnish to 
        Mortgagee receipts evidencing such payments. Mortgagor shall pay 
        all taxes and assessments levied upon this Mortgage or the in-
        debtedness secured hereby, together with any other taxes or 
        assessments which may be levied against the Mortgagee or the 
        legal holder of the Note or the Obligations.
        
        






        
             6.   Additional Liens and Protection of Mortgagee's Securi-
        ty.  Mortgagor shall make all payments of interest and principal 
        and payments of any other charges, fees and expenses contracted 
        to be paid to any existing or subsequent lien holder or prior or 
        subsequent deed of trust or mortgage before the date they are 
        delinquent or in default and promptly pay and discharge any and 
        all other liens, claims or charges which may jeopardize the 
        security granted herein. If (1) Mortgagor fails to make any such 
        payment or fails to perform any of the covenants and agreements 
        contained in this Mortgage, or the Note or in any prior or subse-
        quent mortgage or any prior or subsequent deed of trust; or (b) 
        if any action or proceeding is commenced which materially affects 
        Mortgagee's interest in the Premises, including, but not limited 
        to, proceedings involving a decedent, notice of sale by Trustee, 
        notice of default by Trustee, or mortgage foreclosure action; or 
        (c) any action or proceeding be commenced to which action or 
        proceeding the Mortgagee is made a party by reason of the execu-
        tion of this Mortgage or the obligations it secures, then Mort-
        gagee, at Mortgagee's option and without notice to or demand upon 
        Mortgagor and without releasing Mortgagor from any obligation 
        hereunder, may make such appearances, disburse such sums and take 
        such action as is necessary to protect Mortgagee's interests. 
        Such action may include, but is not limited to, disbursement of 
        reasonable attorney fees, payment, purchase, context or compro-
        mise of any encumbrance, charge or lien, entry upon the Premises 
        to make repairs, or declaration of default under this Mortgage 
        and Note, and sale or foreclosure thereunder. In the event that 
        Mortgagor shall fail to pay taxes, assessments, or other charges 
        or to make any payments to any existing, prior or subsequent lien 
        holders or prior or subsequent beneficiaries, Mortgagee may make 
        such payment, but shall not be obligated to do so. Any amounts 
        disbursed to Mortgage pursuant to this Paragraph 6 shall become 
        additional indebtedness of Mortgagor secured by this Mortgage. 
        Such amounts shall be payable upon notice from Mortgagee to 
        Mortgagor requesting payment thereof, and shall bear interest 
        from the date of disbursement at the rate payable from time to 
        time on outstanding principal under the Note unless payment of 
        interest at such rate would be contrary to applicable law, in 
        which event such amounts shall bear interest at the highest rate 
        permissible under applicable law. Nothing contained in this 
        Paragraph 6 shall require Mortgagee to incur any expense or take 
        any action hereunder.
        
             7.   Leased Premises; Assignment of Rents. Within ten (10) 
        days after demand, Mortgagor shall furnish to Mortgagee a 
        schedule certified to be true, setting forth all leases of space 
        in or of the premises then in effect, including, in each case, 
        the name of the tenants and occupants, a description of the space 
        occupied by such tenant and occupancy, the rental payable for 
        such space and such other information and documents with respect 
        to such leases and tenancies as the Mortgagee may request.
        
             Without the prior written consent of Mortgagee, Mortgagor 
        shall not, directly or indirectly with respect to any lease of 






        space in the described Premises, whether such lease is now or 
        hereafter in existence: (a) accept or permit any prepayment, 
        discount or advance rent payable thereunder; (b) cancel or termi-
        nate the same, or accept any cancellation, termination or sur-
        render thereof, or permit any event to occur which would entitle 
        the lessee thereunder to terminate or cancel the same; (c) amend 
        or modify the same so as to reduce the term thereof, the rental 
        payable thereunder, or to change any renewal provisions therein 
        contained; (d) waive any default thereunder or breach thereof; 
        (e) give any consent, waiver or approval thereunder or take any 
        other action in connection therewith, or with a lessee thereun-
        der, which would have the effect of impairing the value of Less-
        or's interest thereunder on the Premises, or of impairing the 
        position or interest of the Mortgagee; or (f) sell, assign, 
        pledge, mortgage or otherwise dispose of, or encumber, in any 
        such lease or rents, issues or profits issuing or arising there-
        under. 
        
             Mortgagee shall have the right, power and authority during 
        the continuance of this Mortgage to collect the rents, issues, 
        and profits of the Premises and of any personal property located 
        thereon with or without taking possession of the property 
        affected hereby, and Mortgagor hereby absolutely and 
        unconditionally assigns all such rents, issues and profits to 
        Mortgagee. Mortgagee, however, hereby consents to the Mortgagor's 
        collection and retention of such, rents, issues, and profits as 
        they accrue and become payable so long as Mortgagor is not, at 
        such time, in default as defined herein. Upon any such default, 
        Mortgagee may at any time, either in person, by agent, or by a 
        receiver to be appointed by a court, without notice and without 
        regard to the adequacy of any security for the indebtedness 
        hereby secured: (a) enter upon and take possession of the Premis-
        es or any part thereof, and in its own name sue for or otherwise 
        collect such rents, issues, and profits, including those past due 
        and unpaid and apply the same, less costs and expenses of opera-
        tion and collection, including reasonable attorney fees, upon any 
        indebtedness secured hereby, and in such order as Mortgagee may 
        determine; (b) perform such acts of repair or protection as may 
        be necessary or protect or conserve the value of the Premises; 
        and (c) lease the same or any part thereof for such rental, term, 
        and upon such conditions as its judgment may dictate, or termi-
        nate or adjust the terms and conditions of existing leases. 
        Unless Mortgagor and Mortgagee agree otherwise in writing, any 
        application of rents, issues, or profits to any indebtedness 
        secured hereby shall not extend or postpone the due date of the 
        installment payments as provided in said Note or change the 
        amount of such installments. The entering upon and taking posses-
        sion of the Premises, the collection of such rents, issues and 
        profits, and the application thereof as described herein, shall 
        not waive or cure any default or notice of default hereunder or 
        invalidate any act done pursuant to such Notice. Mortgagor also 
        assigns to Mortgagee, as further security for the performance of 
        the obligations secured hereby, all prepaid rents and all monies 
        which may have been or may hereafter be deposited with said 
        Mortgagor by a lease of the Premises. To secure the payment of 






        any rent, and upon default in the performance of any of the 
        provisions, hereof, Mortgagor agrees to deliver such rents and 
        deposits to the Mortgagee. Delivery of written notice of Mort-
        gagee's exercise of the rights granted herein, to any tenant 
        occupying the Premises or any portion thereof shall be sufficient 
        to require said tenant to pay said rent to the Mortgagee until 
        further notice and without any liability to Mortgagor for such 
        rent paid to Mortgagee.
        
             8.   Events of Default. Any of the following events shall be 
        deemed an event of default hereunder:
        
             (a)  Mortgagor shall fail to pay the principal or interest
             of all or any part of the Obligations when due;
        
             (b)  Mortgagor shall file a voluntary petition in bank-
             ruptcy or shall be adjudicated a bankrupt or insolvent,
             or shall file any petition or answer seeking or acqui-
             escing in any reorganization, arrangement, composition,
             readjustment, liquidation, dissolution or similar
             relief for itself under any present or future bankrupt-
             cy, insolvency or other relief for debtors; or shall
             seek or consent to or acquiesce in the appointment of
             any trustee, receiver or liquidator of Mortgagor or of
             all or any part of the Premises, or of any or all of
             the royalties, revenue, rents, issues, or profits
             thereof, or shall make any general assignment for the
             benefit of creditors, or shall admit in writing its
             inability to pay its debts generally as they become
             due; or
        
             (c)  A court of competent jurisdiction shall enter an
             order, judgment or decree approving a petition filed
             against Mortgagor seeking any reorganization, dissolu-
             tion or similar relief under any present or future
             federal, state or other statute, law or regulation
             relating to bankruptcy, insolvency or other relief for
             debtors, and such order, judgment or decree shall
             remain unvacated and unstayed for an aggregate of sixty
             (60) days (whether or not consecutive) from the first
             date of entry thereof, or any trustee, receiver or
             liquidator of Mortgagor or of all or any part of the
             Premises, or of any or all of the royalties, revenues,
             rents, issues, or profits thereof, shall be appointed
             without the consent or acquiescence of Mortgagor and
             such appointment shall remain unvacated or unstayed for
             an aggregate of sixty (60) days (whether or not conse-
             cutive); or
        
             (d)  A writ of execution or attachment or any similar
             process shall be entered against Mortgagor which shall
             become a lien on the Premises; or any portion thereof
             or interest therein and such execution, attachment or
        
        






        
             similar process or judgment is not released, bonded,
             satisfied, vacated or stayed within ninety (90) days
             after it entry or levy; or
        
             (e)  There has occurred a breach of or default under 
             any term, covenant, agreement, condition, provision,
             representation or warranty contained herein or in any
             of the documents evidencing Obligations secured by this
             Mortgage; or
             
             (f)  Mortgagor fails to perform any terms, conditions,
             covenants, or agreements which are part of any document
             or agreement other than this Mortgage which secures all
             or any part of the Obligations.
        
             9.   Remedies. Upon the occurrence of an event of default as 
        defined herein, Mortgagee may require immediate payment in full 
        of all sums secured by this Mortgage without further demand, 
        and/or immediately foreclose this Mortgage or pursue any other 
        available legal remedy. In the event of any action by Mortgagee 
        to enforce collection of any of the Obligations secured hereby, 
        the Mortgagor agrees that any expense incurred in connection 
        therewith or incurred to procure a title insurance report of 
        commitment and title insurance policy, when incurred or paid by 
        Mortgagee, become a part of the Obligations secured hereby and 
        shall be paid by Mortgagor together with all of the taxable costs 
        of such action. In the event any action is brought to foreclose 
        this Mortgage, Mortgagee shall be entitled to immediate posses-
        sion of the Premises, and the court, or a judge thereof in vaca-
        tion, may appoint and the Mortgagor hereby consents to the ap-
        pointment of a creditor to take possession of said Premises to 
        collect and receive rents and profits arising therefrom; and from 
        any monies so collected, to pay taxes, provide insurance, make 
        needed repairs to improvements upon the Premises, and make any 
        other expenditure authorized by the court, and apply any sums 
        remaining after the payment of such authorized expenditures to 
        the Obligations.
        
             10.  Failure to Delay to Act. Failure or delay of Mortgagee 
        to exercise any of its rights or privileges, or to insist upon 
        strict performance of any covenants or agreements of Mortgagor 
        contained in this Mortgage shall never be construed as a waiver 
        of (a) any requirement or obligation of Mortgagor; or (b) any 
        right or remedy of Mortgagee contained in or based upon any of 
        the terms, provisions, agreements or covenants of this Mortgage 
        or any future defaults.
        
             11.  Additional Security Instruments. Mortgagor, at its 
        expense, will execute and deliver to the Mortgagee, promptly upon 
        demand, such security instruments as may be required by 
        Mortgagee, in form and substance satisfactory to Mortgagee, 
        covering any of the Premises conveyed by this Mortgage, which 
        security instruments shall be additional security for Mortgagor's 
        performance of all of the terms, covenants, and conditions of 






        this Mortgage, the note and any and all other documents 
        evidencing the Obligations secured hereby, and any other security 
        instruments executed in connection with this transaction. Such 
        instruments shall be recorded or filed, and re-recorded and re-
        filed, at Mortgagor's expense.
        
             12.  Liens and Encumbrances. The Premises are free and clear 
        of all liens and encumbrances whatsoever, but Mortgagee under-
        stands that this Mortgage may not be senior to other recorded 
        Mortages on the Premises.
        
             13.  Inspections. Mortgagee or its agents, representatives 
        or workmen, are authorized to enter at any reasonable time upon 
        all or in any part of the Premises for the purpose of inspecting 
        the same and for the purpose of performing any of the acts it is 
        authorized to perform under the terms of the Mortgage.
        
             14.  Acceptance of Payments. Mortgagor agrees that accept-
        ance by Mortgagee of any sum in payment, or part payment, of the 
        Obligations secured hereby, after the same is due or after 
        foreclosure proceedings are filed, shall not constitute a waiver 
        of the right to require prompt payment when due or all other 
        Obligations so secured, nor shall such acceptance cure or waive 
        any remaining default or invalidate any foreclosure proceedings 
        for any such remaining default, or prejudice any of the rights of 
        Mortgagee under this Mortgage.
        
             15.  Miscellaneous. The terms "Mortgagor" and "Mortgagee" 
        wherever used in this instrument shall be construed to include 
        heirs, legatees, devises, personal representatives, principals, 
        successors or assigns where the context may require, or permit, 
        and the covenants and agreements herein contained shall bind and 
        inure to the benefit of the Mortgagor and Mortgagee and their 
        respective heirs, personal representatives, principals, succes-
        sors and assigns, and the terms "Mortgagor" and "Mortgagee" shall 
        include singular and plural regardless of gender. This Mortgage 
        and the Obligations which it secures are assignable by Mortgagee, 
        but not by Mortgagor. If applicable and if permitted by law, 
        Mortgagor hereby wives and releases any and all rights and reme-
        dies related to marshaling of liens and assets, redemptions and 
        statutes of limitation. Redemption after foreclosure sale is 
        expressly waived, if such waiver is permitted by law. Mortgagor's 
        covenants and agreements shall be joint and several. Any Mort-
        gagor who co-signs this Mortgage but does not execute any note or 
        other instrument evidencing the Obligations or any part thereof: 
        (a) is co-signing this Mortgage only to mortgage, grant and 
        convey that Mortgagor's interest in the Premises under the terms 
        of this Mortgage; (b) is not personally obligated to pay the 
        Obligations secured by this Mortgage; (c) agrees the Mortgagee 
        and any other Mortgagor may agree to extend, modify, forbear or 
        make any accommodations with regard to the terms of this Mortgage 
        without the Mortgagor's consent.
        
             16.  Remedies Not Exclusive. Mortgagee shall be entitled to 
        enforce payment and performance of any indebtedness or the Obli-






        gations secured hereby and to exercise all rights and powers 
        under this Mortgage or under any other agreement executed in 
        connection herewith or any laws now or hereafter in force, not-
        withstanding some or all of the such indebtedness and the Obliga-
        tions secured hereby may now or hereafter be otherwise secured, 
        whether by mortgage, deed of trust, pledge, lien, assignment or 
        otherwise. Neither the acceptance of this Mortgage nor its en-
        forcement, whether by court action or other powers herein con-
        tained, shall prejudice or in any manner affect Mortgagee's right 
        to realize upon or enforce any other security now or hereafter 
        held by Mortgagee, it being agreed that Mortgagee shall be enti-
        tled to enforce this Mortgage and any other security now or 
        hereafter held by Mortgagee in such order and manner as they or 
        either of them may in their absolute discretion determine. No 
        remedy herein conferred upon or reserved to Mortgagee is intended 
        to be exclusive of any other remedy herein or by law provided or 
        permitted, but shall be cumulative and shall be in addition to 
        every other remedy given hereunder or now or hereafter existing 
        at law or in equity or by statute. Every power or remedy provided 
        under this Mortgage to Mortgagee or to which they may be other-
        wise entitled, may be exercised, concurrently or independently, 
        from time to time and as often as may be deemed expedient by 
        Mortgagee and they may pursue inconsistent remedies. Nothing 
        herein shall be construed as prohibiting Mortgagee from seeking a 
        deficiency judgment against the Mortgagor to the extent such 
        action is permitted by law.
        
             17.  Transfer of the Property. If all or any part of the 
        Premises or interest therein is sold, transferred or otherwise 
        conveyed or assigned by Mortgagor without Mortgagee's prior 
        written consent (excluding the granting of any leasehold interest 
        of three (3) years or less which does not contain an option to 
        purchase), such action is a breach of this Mortgage, and 
        Mortgagee may at Mortgagee's option declare all the sums secured 
        by this Mortgage to be immediately due and payable.
        
             18.  Notices. Except for any notices, demand, request or 
        other communications required under applicable law to be given in 
        another manner, whenever Mortgagor or Mortgagee give or serve any 
        notice, demand, requests or other communication with respect to 
        this Mortgage, each such notice, demand, request or other commu-
        nication shall be in writing and shall be effective only if the 
        same is delivered by personal service or is mailed by certified 
        mail (return receipt requested), postage prepaid, addressed to 
        the address as set forth at the beginning of this Mortgage. Any 
        party may at any time change its address for such notices by 
        delivering or mailing to the other party hereto, as aforesaid, a 
        notice of such change. Any notice hereunder shall be deemed to 
        have been given to Mortgagor or Mortgagee, when given in the 
        manner designed herein.
        
             19.  Severability. In the event any one or more of the 
        provisions contained in this Mortgage, or the Note or any other 
        security instrument given in connection with this transaction 
        shall for any reason be held to be invalid, illegal or 






        unenforceable in any respect, such invalidity, illegality, or 
        unenforceability shall, at the option of Mortgagee, not affect 
        any other provision of this Mortgage, but this Mortgage shall be 
        construed as if such invalid, illegal, or unenforceable provision 
        had never been contained herein or therein. If the lien of this 
        Mortgage is invalid or unenforceable as to any part of the Obli-
        gations, or if the lien is invalid or unenforceable as to any 
        part of the Premises, the unsecured or partially secured portion 
        of the debt shall be completely paid prior to the payment of the 
        remaining and secured or partially secured portion of the debt, 
        and all payments made on the debt, whether voluntary or under 
        foreclosure or other enforcement action or procedure, shall be 
        considered to have been first paid on and applied to the full 
        payment of that portion of the debt which is not secured or not 
        fully secured by the lien of this Mortgage.
        
             20.  Governing Law. This Mortgage shall be governed by the 
        laws of the State of Arizona.
        
             21.  Copies. Mortgagor hereby acknowledges that it has been 
        given one executed copy of this Mortgage.
        
             22.  Assignment. This Mortgage may be assigned by the Mort-
        gagees upon written notification to Mortgagor.
        
             23.  Addenda. If one or more Addenda are executed by Mort-
        gagor and recorded together with this Mortgage, the covenants and 
        agreements of each Addendum shall be incorporated into and shall 
        supplement the covenants and agreements of this Mortgage as if 
        the Addenda were part of this Mortgage.
        
             IN WITNESS WHEREOF, this instrument is executed and deliv-
        ered to Mortgagee by Mortgagor this 4th day of August, 1997.
        
                                      MORTGAGOR:
        
                                      TC SERVICES, INC.
                                      A California Corporation
        
        
                                      By:___________________________
                                         Michael E. Kibler
                                         President
        
        STATE OF INDIANA)
        COUNTY OF LAKE  )
        
             The foregoing instrument was acknowledged3 before me on this 
        4th day of August, 1997, by Michael Kibler, President of TC Serv-
        ices, Inc., a California corporation, on behalf of the corpora-
        tion.
        
                                      ________________________________
                                      Notary Public