MORTGAGE, SECURITY AGREEMENT, AND
                        ASSIGNMENT OF LEASES AND RENTS

               ------------------------------------------------


                               MASKA U.S., INC.,

                             a Vermont corporation

                                    Mortgagor

                                       to

                      THE CHASE MANHATTAN BANK, as agent

                                    Mortgagee

               ------------------------------------------------

                          DATED:  As of April 1, 1997

               ------------------------------------------------

                             Premises Located at:

                                   77 Route 25

                             Pierson Industrial Park

                               Bradford, VT 05033

                              Record and Return to:

                 Kaye, Scholer, Fierman, Hays & Handler, LLP
                               425 Park Avenue

                           New York, New York 10022
                            Attn: Jeffrey Epstein

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<PAGE>
                                      INDEX

                                                                            Page
                                                                            ----

 1.   Payment of Indebtedness and Performance of Covenants and Agreements..... 3

 2.   Title to Property....................................................... 3

 3.   Representations of Mortgagor............................................ 3

 4.   Future Advances......................................................... 4

 5.   Insurance............................................................... 4

 6.   Impositions............................................................. 5

 7.   Deposits for Impositions and Insurance.................................. 6

 8.   Maintenance and Alterations............................................. 7

 9.   Leasing................................................................. 7

10.   Recording, Filing and Other Fees........................................ 8

11.   Taxes Imposed on Mortgagee and the Lenders.............................. 8

12.   Compliance with Laws, etc............................................... 8

13.   Inspection.............................................................. 8

14.   Certificate of Mortgagor................................................ 8

15.   Condemnation............................................................ 9

16.   Restoration............................................................ 10

17.   Mortgagee's Right to Perform Mortgagor's Covenants..................... 10

18.   Due on Sale............................................................ 10

19.   Default................................................................ 10

20.   Appointment of Receiver................................................ 11


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                                                                            Page
                                                                            ----

21.   Power of Sale.......................................................... 11
                                                                       
22.   Judicial Foreclosure................................................... 11
                                                                       
23.   Sale in Parcels........................................................ 11
                                                                       
24.   Possession of Premises................................................. 12
                                                                       
25.   Expenses of Mortgagee and/or the Lenders............................... 12
                                                                       
26.   Mortgagor's Waivers.................................................... 12
                                                                       
27.   Partial Foreclosure.................................................... 12
                                                                       
28.   No Waiver.............................................................. 12
                                                                       
29.   Attorneys' Fees........................................................ 13
                                                                       
30.   Rights Cumulative...................................................... 13
                                                                       
31.   Interest After Maturity................................................ 13
                                                                       
32.   No Credit for Taxes.................................................... 13
                                                                       
33.   Liens.................................................................. 13
                                                                       
34.   Change in Taxation..................................................... 14
                                                                       
35.   Assignment of Leases and Rents......................................... 14
                                                                       
36.   Security Agreement..................................................... 15
                                                                       
37.   No Release............................................................. 16
                                                                       
38.   Corporate Authority.................................................... 16
                                                                       
39.   Notices................................................................ 16
                                                                       
40.   Severability........................................................... 16
                                                                       
41.   No Usury............................................................... 16
                                                                      

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                                                                            Page

42.   No Representation by Mortgagee......................................... 17
                                                                              
43.   Indemnification Against Liabilities.................................... 17
                                                                              
44.   No Oral Changes........................................................ 17
                                                                              
45.   Governing Law.......................................................... 17
                                                                              
46.   Construction........................................................... 18
                                                                              
47.   Gender................................................................. 18
                                                                              
48.   Captions............................................................... 18
                                                                              
49.   After Acquired Property................................................ 18
                                                                              
50.   Further Assurances..................................................... 18
                                                                              
51.   Certain Definitions.................................................... 18
                                                                              
52.   Successors and Assigns................................................. 18
                                                                              
53.   Environmental Laws..................................................... 18
                                                                              
54.   Credit Agreement....................................................... 18
                                                                       
Schedule A - Description of the Land
Schedule B - Permitted Encumbrances
Schedule C - Leases


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<PAGE>


                        MORTGAGE, SECURITY AGREEMENT, AND
                         ASSIGNMENT OF LEASES AND RENTS

     THIS MORTGAGE, SECURITY AGREEMENT, AND ASSIGNMENT OF LEASES AND RENTS
("Mortgage") made as of this 1st day of April, 1997 by MASKA U.S., INC., a
Vermont corporation, having an office at 77 Route 25, Pierson Industrial Park,
Bradford, Vermont 05033 ("Mortgagor"), to THE CHASE MANHATTAN BANK , a New York
banking corporation having an office at 633 Third Avenue, New York, New York
10017, as agent for itself and the other Lenders (such term and all other
capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Credit Agreement referred to below) ("Mortgagee").

                              W I T N E S S E T H :

     WHEREAS, Mortgagor, SLM International, Inc., a Delaware corporation, #1
Apparel, Inc., a Delaware corporation, Mortgagee and the Lenders have entered
into a Credit Agreement dated as of April 1, 1997 (as amended, modified,
restated or supplemented from time to time, the "Credit Agreement") pursuant to
which Mortgagee and the Lenders have agreed to make (a) a Term Loan in an
aggregate original principal amount not in excess of FOUR MILLION DOLLARS
($4,000,000) (as the terms and conditions of which may be amended, replaced,
extended, supplemented, substituted, severed, consolidated, increased, restated
or modified from time to time, collectively the "Term Loan") and (b) Revolving
Credit Loans in an aggregate principal amount not in excess of SEVENTY MILLION
DOLLARS ($70,000,000) at any time outstanding (as the terms and conditions of
which may be amended, replaced, extended, supplemented, substituted, severed,
consolidated, increased, restated or modified from time to time, the "Revolving
Credit Loans");

     WHEREAS, in order to evidence the Term Loan and the Revolving Credit Loans,
Mortgagor has executed and delivered to the Lenders (a) Term Notes in the
aggregate original principal amount of FOUR MILLION DOLLARS ($4,000,000) (as
amended, replaced, extended, supplemented, substituted, severed, consolidated,
increased, restated or modified from time to time, collectively the "Term
Notes") and (b) Revolving Credit Notes in the aggregate maximum principal amount
of THIRTY-FIVE MILLION DOLLARS ($35,000,000) (as amended, replaced, extended,
supplemented, substituted, severed, consolidated, increased, restated or
modified from time to time, the "Revolving Credit Notes") (the Revolving Credit
Notes and the Term Notes are hereinafter collectively referred to as the
"Notes"); and (c) reimbursement obligations under the Canadian Letter of Credit
in the aggregate maximum principal amount of THIRTY-FIVE MILLION DOLLARS
($35,000,000) (such obligation referred to as the "L/C Obligation");

     WHEREAS, the Credit Agreement and the Notes and L/C Obligation and all
sums, amounts, and expenses paid by Mortgagee and/or the Lenders hereunder,
thereunder or under any of the other Loan Documents and all other Obligations,
together with all interest thereon, and all fees, obligations, liabilities,
covenants, sums, amounts and


<PAGE>


expenses (the aforesaid together with the aggregate maximum principal amount of
SEVENTY-FOUR MILLION DOLLARS ($74,000,000) being hereinafter referred to as the
"Indebtedness") are secured by, among other things, this Mortgage, and the
terms, covenants and conditions of the Credit Agreement and the Notes are
incorporated herein and are hereby made a part hereof; and

     WHEREAS, in order to induce Mortgagee and the Lenders to make the financial
accommodations provided for in the Credit Agreement, Mortgagor has agreed to
execute and deliver to Mortgagee this Mortgage.

     NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that in order to secure the
Indebtedness and in consideration of the foregoing premises and the sum of TEN
DOLLARS ($l0.00) in hand well and truly paid by Mortgagee, the receipt of which
is hereby acknowledged, Mortgagor by these presents does mortgage, warrant,
grant, bargain, sell, convey, alien, release, transfer and confirm unto
Mortgagee for its own benefit and for the benefit of the Lenders forever, the
following (collectively, the "Property"):

     A. All that certain land located in Orange County, Vermont, more
particularly described in Schedule A annexed hereto and made a part hereof (the
"Land").

     B. All the buildings, structures and improvements, now or at any time
hereafter erected on the Land or any part thereof (collectively, the
"Buildings").

     C. All machinery, apparatus, equipment, personal property and fixtures of
every kind and nature whatsoever now or hereafter located in, on or about the
Buildings or upon the Land, or attached to or used or usable in connection with
the operation or maintenance of the Land or the Buildings, or any part thereof,
and now owned or hereafter acquired (collectively, the "Building Equipment"; and
the Land, the Buildings and the Building Equipment being hereafter sometimes
collectively referred to as the "Premises").

     D. All right, title and interest of Mortgagor, whether now owned or
hereafter acquired, in and to any opened or proposed avenues, streets, roads,
public places, sidewalks, alleys, strips or gores of land, in front of or
adjoining the Land or the Buildings, and all easements, tenements,
hereditaments, appurtenances, rights and rights of way, public or private,
pertaining or belonging to the Land or the Buildings.

     E. All insurance proceeds and all awards and payments, including interest
thereon, and the right to receive the same, which may be made in respect of all
or any part of the Premises or any estate or interest therein or appurtenant
thereto, as a result of damage to or destruction of all or any part of the
Premises, the exercise of the right of condemnation or eminent domain, the
closing of, or the alteration of the grade of, any street on or adjoining the
Land, or any other injury to or decrease in the value of all or any part of the
Premises.


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<PAGE>


     F. All right, title and interest of Mortgagor in and to any and all present
and future Leases (as defined in Paragraph 51) of all or any part of the
Premises, and in and to the rents, issues and profits payable thereunder and
cash or securities deposited thereunder as lessees' security deposits.

     G. All franchises, permits, licenses and rights therein respecting the use,
occupation and operation of the Premises or the activities conducted thereon or
therein.

     H. All right, title and interest of Mortgagor in and to any minerals, oil
or gas located on, under or appurtenant to the Land.

     I. All right, title and interest of Mortgagor in and to any real estate tax
refunds with respect to the Premises.

     J. The rents, royalties, revenue, income, issues and profits of any of the
foregoing.

TO HAVE AND TO HOLD the Property unto Mortgagee, its successors, heirs and
assigns, forever.

Provided, that if Mortgagor shall pay the Indebtedness at the time and times,
and in the manner provided in the Notes and the Credit Agreement, then this
Mortgage and the estate, right, title and interest granted herein shall cease,
terminate and become void, and Mortgagee shall deliver to Mortgagor a
satisfaction of this Mortgage in proper and recordable form.

     AND MORTGAGOR COVENANTS, REPRESENTS AND WARRANTS TO AND WITH MORTGAGEE AS
FOLLOWS:

     1. Payment of Indebtedness and Performance of Covenants and Agreements.
Mortgagor shall pay the Indebtedness when due in accordance with the provisions
of the Notes, the Credit Agreement and the other Loan Documents, and perform the
covenants and agreements of Mortgagor set forth in the Loan Documents.

     2. Title to Property. Mortgagor represents and warrants that (a) it has a
good and marketable title to a fee estate in the Land, (b) it has all necessary
power and authority to enter into, deliver and perform this Mortgage, (c) it has
obtained any and all consents and approvals necessary or required for the making
of this Mortgage, and the making of this Mortgage will not violate any contract
or agreement to which Mortgagor is a party or by which the Property is bound,
and (d) the Property is free of all liens, mortgages, pledges, encumbrances,
charges or security interests whatsoever except those items (the "Permitted
Encumbrances") listed on Schedule B annexed hereto and made a part hereof.
Mortgagor does hereby warrant to take all actions reasonably necessary to


                                        3
<PAGE>


defend its title to and interest in the Property and the validity of the lien
hereof against the claims of all Persons.

     3. Representations of Mortgagor. Mortgagor covenants, represents and
warrants to Mortgagee that (a) the Buildings currently erected on the Land and
the use thereof are in compliance with all applicable zoning and building codes,
ordinances and regulations for the use and operation of the Land and Buildings,
and all necessary permits, approvals and certificates have been obtained and are
in full force and effect, (b) any building hereafter constructed on the Land
shall be constructed in compliance with all applicable zoning and building
codes, ordinances and regulations and shall lie wholly within the boundaries of
the Land, (c) the Buildings shall at all times be independent and self-contained
operating units, and (d) the Land shall at all times be a separate tax lot.

     4. Future Advances. Without limiting the generality of any other provision
hereof, the Indebtedness shall include: (a) all existing indebtedness of
Mortgagor to Mortgagee and/or the Lenders evidenced by any of the Loan
Documents; (b) all future advances that may subsequently be made by Mortgagee
and/or the Lenders as provided by any of the Loan Documents; and (c) all other
indebtedness, if any, of Mortgagor to Mortgagee and/or the Lenders now due or to
become due or hereafter contracted pursuant to any of the Loan Documents.

     5. Insurance.

     (a) Mortgagor shall keep the Buildings and the Building Equipment insured
for the benefit of Mortgagee against loss or damage by fire, casualty and such
other hazards in accordance with Section 6.03 of the Credit Agreement, and
proceeds thereunder shall be payable and applied in accordance with Section
2.09(e) of the Credit Agreement. Duplicate original policies (or if the same
shall be unattainable, memoranda or certificates of insurance of the issuer of
such policies) and, at least 30 days prior to the expiration thereof, binders
evidencing the renewals thereof accompanied by proof of payment shall be
delivered to and held by Mortgagee. Any insurance required by this Mortgage may
be part of a blanket policy maintained by Mortgagor, provided that such blanket
policy provides for an allocation of the coverage amount thereunder to the
Buildings and the Building Equipment in amounts required by the provisions of
this Paragraph, that any such blanket policy otherwise complies with the
provisions of this Paragraph, and that the protection afforded thereunder shall
not be less than that which would have been afforded under a separate policy
with respect to the same insured risks. All insurance policies required to be
effected by this Mortgage shall (1) include effective waivers by the insurer of
all rights of subrogation against any named insured, the Indebtedness secured by
this Mortgage and the Property and all claims for insurance premiums against
Mortgagee and the Lenders, (2) provide that no cancellation, reduction in amount
or substantial modification in coverage thereof shall be effective until at
least thirty (30) days after receipt by Mortgagee of written notice thereof, (3)
include "replacement cost endorsements" if available, and (4) be reasonably
satisfactory in all other respects to Mortgagee. If Mortgagor fails to insure


                                        4
<PAGE>


the Buildings or the Building Equipment, or both, or to deliver, after providing
written notice to Mortgagor, the policies, as required by the provisions of this
Paragraph, Mortgagee may, at its option, effect such insurance, pay the premiums
therefor, and the amounts paid by Mortgagee, with interest from the time of
payment by Mortgagee, at the Applicable Rate (as defined in Paragraph 51),
shall, on demand, be immediately due from Mortgagor to Mortgagee and shall be
added to and included in the Indebtedness and shall be secured by this Mortgage.

     (b) Subject to the terms and provisions of the Credit Agreement, Mortgagee
shall have the right but not the obligation, on behalf of Mortgagor, to adjust
and compromise any claims under such insurance, collect and receive the proceeds
thereof and execute and deliver all proofs of loss, receipts, vouchers and
releases in connection with such claims. Subject to the terms and provision of
the Credit Agreement, Mortgagor shall not adjust or compromise any claims under
such insurance, without the prior written consent of Mortgagee.

     (c) Subject to the terms and provisions of the Credit Agreement, including,
without limitation, the provisions of Section 2.09(e) thereof permitting
Mortgagor to restore or rebuild, Mortgagee may deduct from the proceeds of the
insurance required to be obtained by Mortgagor pursuant to Paragraph 5(a), any
expenses, including, without limitation, attorneys' fees and disbursements (to
the extent permitted by law) incurred by Mortgagee in connection with the
recovery of such insurance proceeds and such net proceeds shall be applied in
accordance with Section 2.09(f) of the Credit Agreement (without regard to any
requirement for incremental payments). Any application of such insurance
proceeds toward prepayment of the Indebtedness shall not be deemed a waiver by
Mortgagee or the Lenders of their respective rights to receive payment of the
balance of the Indebtedness in accordance with the provisions of this Mortgage.

     (d) Mortgagor shall not obtain or permit to be obtained separate insurance
concurrent in form or contributing in the event of loss with the insurance
Mortgagor is required to maintain under the provisions of Paragraph 5(a) unless
such insurance is in accordance with all of the provisions of Paragraph 5(a) and
unless Mortgagor gives Mortgagee notice of such separate insurance at least 30
days prior to the effective date of the policy or policies. Mortgagor shall,
upon each and every request of Mortgagee (not to exceed one every six months),
furnish Mortgagee with an appraisal of the replacement value and the insurable
value of the Buildings and Building Equipment by an appraiser satisfactory to
Mortgagee.

     (e) If the Land is located in an area which has been identified by the
Secretary of Housing and Urban Development as a flood hazard area and in which
flood insurance has been made available under the National Flood Insurance Act
of 1968, Mortgagor will keep the Buildings and Building Equipment covered by
flood insurance up to the maximum limit of coverage available under said Act but
not in excess of the amount of the Indebtedness.


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<PAGE>


     6. Impositions.

     (a) Except as may be permitted by the Credit Agreement, and subject to
Paragraph 5(b), Mortgagor shall pay, within the applicable grace period and
before the same become delinquent or in default, all real estate taxes, personal
property taxes, assessments, water rates and sewer rents, license fees, all
charges which may be imposed for the use of vaults, chutes, areas and other
space beyond the lot line and abutting the public sidewalks in front of or
adjoining the Land, and any other amounts which could be or become a lien upon
or against the Property or any part thereof (collectively, the "Impositions").
Mortgagor shall deliver to Mortgagee, within 20 days after the due date of each
payment of any Imposition or Assessment, receipts evidencing such payment or
other proof of payment satisfactory to Mortgagee.

     (b) Notwithstanding the provisions of Paragraph 6(a), Mortgagor shall have
the right, in good faith, to contest by appropriate legal proceedings, after
notice to, but without cost or expense to, Mortgagee, the amount or validity of
any of the Impositions and to postpone the payment of same, provided that: (i)
such contest shall operate to prevent the collection thereof or other
realization thereon, the sale of the lien thereof, and the sale or forfeiture of
the Property or any part thereof; (ii) such contest shall be promptly and
diligently prosecuted by and at the expense of Mortgagor; (iii) Mortgagee shall
not thereby suffer any civil, or be subjected to any criminal, penalties or
sanctions; (iv) Mortgagor shall promptly pay such contested Imposition if at any
time all or any part of the Property shall be in danger of being foreclosed,
sold, forfeited, or otherwise lost or if such contest shall be discontinued; and
(v) Mortgagor shall deposit with Mortgagee, prior to commencing any such
proceedings, security, satisfactory to Mortgagee, in an amount not less than the
amount of the Impositions to be contested and of any interest and additional
charges to be incurred as a result of such contest.

     7. Deposits for Impositions and Insurance. After the occurrence and
continuance of one or more Defaults, then upon notice from Mortgagee, Mortgagor
shall deposit with Mortgagee on the first day of each month an amount equal to
l/12th of the aggregate annual payments for (i) the Impositions, and (ii) the
insurance premiums on the policies of insurance required to be obtained and kept
in force by Mortgagor under this Mortgage. In addition, upon notice from
Mortgagee, Mortgagor shall deposit with Mortgagee such sum of money which,
together with such monthly installments, shall be sufficient to pay all the
Impositions and insurance premiums at least 30 days prior to the due date
thereof. If the amounts of any Impositions are not ascertainable at the time any
deposit is required to be made, the deposit shall be made on the basis of the
amounts of the Impositions for the prior tax year and, upon the amounts of the
Impositions being fixed for the then current year, Mortgagor shall, upon notice
from Mortgagee, deposit any deficiency with Mortgagee. If the amounts of any
insurance premiums are not ascertainable at the time any deposit is required to
be made, the deposit shall be made on the basis of the amount of the insurance
premiums for the prior year of the policy or policies, and upon


                                        6
<PAGE>


the amount of the insurance premiums being fixed for the then current year of
the policy or policies, Mortgagor shall, upon notice from Mortgagee, deposit any
deficiency with Mortgagee. If, on a date 30 days prior to the due date, there
shall be insufficient funds on deposit with Mortgagee for the payment of any of
the Impositions or the insurance premiums, Mortgagor shall, upon demand of
Mortgagee, forthwith deposit the amount of such deficiency with Mortgagee. The
funds deposited with Mortgagee shall constitute additional collateral for the
Indebtedness, shall be held by it at interest, and, shall not be commingled with
other funds of Mortgagee, and provided that Mortgagor shall not be in Default in
the performance of any of the covenants and agreements of Mortgagor under the
Loan Documents, or under any instrument collateral to this Mortgage, which shall
be applied in payment of the Impositions and insurance premiums when due to the
extent that Mortgagor shall have deposited funds with Mortgagee for such
purpose. In the event of any Default by Mortgagor under this Mortgage, or any
default by Mortgagor under any of the other Loan Documents or any instrument
collateral thereto, the funds deposited with Mortgagee may, at the option of
Mortgagee, be retained and applied toward the payment of any or all of the
Indebtedness, in such order of priority as is provided in the Security
Documents, but no such application shall be deemed to have been made by
operation of law or otherwise until actually made by Mortgagee. Mortgagor shall
furnish Mortgagee with a bill for each of the Impositions and insurance premiums
and/or such other documents necessary for its payment, if available, at least 30
days prior to the date it first becomes due. Upon an assignment of this
Mortgage, Mortgagee shall have the right to pay over the balance of such
deposits in its possession to the assignee, and upon the making of such payment
Mortgagee shall be completely released from all liability with respect to such
deposits and Mortgagor shall look solely to the assignee with respect thereto.
The provisions of the preceding sentence shall apply to each and every
assignment or transfer of such deposits to a new assignee.

     8. Maintenance and Alterations.

     (a) Mortgagor shall put, keep and maintain the Premises and the sidewalks,
curbs and alleys adjoining or abutting the same in good and lawful order,
condition and repair, (reasonable wear and tear excepted) and Mortgagor shall
make or cause to be made, as and when the same shall become necessary, all
structural and nonstructural repairs, whether exterior or interior, ordinary or
extraordinary, foreseen or unforeseen. Mortgagor shall not commit or suffer any
waste of the Premises and shall not demolish, alter, or remove or permit the
demolition, alteration, or removal of the Buildings or the Building Equipment,
or any part thereof, unless such alteration, demolition or removal will not (i)
materially diminish the utility of the Buildings or Building Equipment for the
operation of the business, or (ii) upon completion, result in a reduction of the
value of the Buildings or Building Equipment below the value immediately
preceding such alteration, demolition or removal, except to the extent and in
the manner provided in the Credit Agreement.


                                        7
<PAGE>


     (b) Mortgagor shall not construct additions to all or part of the Buildings
or the Building Equipment or construct any new or additional buildings on the
Land which will materially interfere with the operation conducted thereon or
materially diminish the fair market value thereof without Mortgagee's prior
written consent.

     9. Leasing. Except as set forth on Schedule C annexed hereto and made a
part hereof, Mortgagor represents that there are no Leases now in effect.
Mortgagor shall not enter into any Lease of all or any part of the Premises or
amend, renew, extend or otherwise modify in any material respect any Lease, or,
except for security deposits, accept rent for a period of more than three months
in advance, without in each instance obtaining Mortgagee's prior written consent
thereto which consent shall not be unreasonably withheld or delayed. Mortgagor
shall not terminate, cancel or permit a surrender, termination or cancellation
of any Lease except where the tenant or lessee under such Lease is in default
thereunder. Mortgagor shall deliver to Mortgagee a duplicate original of each
Lease promptly after the execution thereof. At the option of Mortgagee, each
Lease, and all renewals, replacements, extensions, and modifications thereof,
and all rights of the tenant thereunder, shall be subject and subordinate to
this Mortgage, and to each and every advance made or thereafter made hereunder
or under the Notes secured hereby and to all renewals, additions, supplements,
modifications, consolidations, spreaders, replacements, and extensions of this
Mortgage and all future Leases shall contain provisions obligating the lessees
thereunder during the continuance of a Default hereunder to attorn to Mortgagee
or any purchaser therefrom if Mortgagee or such purchaser succeeds to the
interest of Mortgagor under such Lease. Mortgagor shall fully and promptly
perform all of the obligations to be performed by the lessor under any and all
Leases. Mortgagor shall do all things necessary to compel the performance and
observance of each and every obligation to be performed or observed by the
lessees under such Leases. Mortgagor shall give prompt notice to Mortgagee of
(a) any notice received by Mortgagor of any default by the lessor under any
Lease, (b) the commencement of any action or proceeding by any tenant the
purpose of which shall be the cancellation of any Lease or a diminution or
abatement of the rent payable thereunder, (c) any notice of default given by
Mortgagor to the tenant under any Lease, or (d) the interposition by any tenant
of any defense or counterclaim in any action or proceeding brought by Mortgagor
against such tenant; and Mortgagor will cause a copy of any process, pleading or
notice received or served by Mortgagor in reference to any such action, defense
or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust
all security deposits and advance rent given on account of any Lease, and
deposit such security in a bank or trust company and shall not commingle such
funds with other funds. Mortgagor shall repay or apply such funds only in
accordance with the provisions of the applicable Leases.

     10. Recording, Filing and Other Fees. Mortgagor shall pay all recording and
filing fees, all recording taxes, and all other costs and expenses in connection
with the preparation, execution and recordation and other manner of perfection
of this Mortgage, and any other Loan Documents, and shall reimburse Mortgagee on
demand for all costs and expenses of any kind incurred by Mortgagee in
connection therewith (including, without


                                        8
<PAGE>


limitation, reasonable attorneys' fees and disbursements, to the extent
permitted by law). Mortgagor will, at any time on request of Mortgagee, execute
or cause to be executed financing statements, continuation statements, security
agreements, or the like, in respect of any Building Equipment for the assuring
and preservation of the security interest granted hereunder, and Mortgagor
hereby irrevocably appoints Mortgagee as its attorney-in-fact for such purposes.
Mortgagor shall pay all filing fees, including fees for filing continuation
statements, in connection with such financing statements.

     11. Taxes Imposed on Mortgagee and the Lenders. Mortgagor shall pay any
taxes (except any income, inheritance and franchise taxes) imposed on Mortgagee
by reason of its ownership of this Mortgage or the Notes.

     12. Compliance with Laws, etc. Mortgagor shall comply with all laws,
statutes, ordinances, rules, regulations and other requirements of all
governmental authorities relating to all or any part of the Property and the
sidewalks, curbs and alleys adjoining the Land, and the condition, repair,
maintenance, use and occupation thereof. Mortgagor shall obtain and keep in full
force and effect all franchises, permits, licenses and other certificates
required in connection with the use, occupation, and operation of the Premises
and the activities conducted thereon or therein. Mortgagor shall not use or
permit the use of the Premises in any manner which would materially impair the
value of the Premises or increase the risk of fire or other casualty. Mortgagor
shall advise Mortgagee promptly in writing of all written complaints and charges
made by any governmental authority affecting the Property or affecting Mortgagor
or its business which may impair the security granted hereunder.

     13. Inspection. Mortgagee and its authorized agents and employees shall
have the right, at Mortgagee's option and, so long as no Default is continuing,
at Mortgagee's sole expense, to enter the Premises at all reasonable times and
upon reasonable notice for the purpose of inspecting the same.

     14. Certificate of Mortgagor. Mortgagor, upon request of Mortgagee, shall
certify to Mortgagee, by an instrument in form reasonably satisfactory to
Mortgagee, duly acknowledged, the amount of the Indebtedness then owing, the
date to which any interest on the Indebtedness has been paid, whether any
offsets or defenses exist against payment of the Indebtedness or performance of
any of the covenants and agreements of Mortgagor under the Loan Documents and
such other matters in connection with the Loan Documents that Mortgagee might
reasonably request, within 10 days if the request is made personally, or within
15 days if the request is made by mail. Mortgagee shall have the right to rely
on such certification.


                                        9
<PAGE>


     15. Condemnation.

     (a) Mortgagor shall give notice to Mortgagee upon Mortgagor's learning of
the threatened or actual commencement of any action or proceeding to take all or
any part of the Premises by exercise of the right of condemnation or eminent
domain or of any action or proceeding to close or to alter the grade of any
street on or adjoining the Land. Mortgagee may participate in any such action or
proceeding, and Mortgagor shall deliver to Mortgagee such instruments as
Mortgagee shall request to permit such participation. Mortgagor shall not settle
any such action or proceeding or agree to accept any award or payment without
the prior written consent of Mortgagee, and such award or payment and any
interest thereon (hereinafter collectively called the "Award") shall be paid to
Mortgagee and the amount received shall be retained and applied as provided in
Paragraph 15(b).

     (b) At the option of Mortgagee, Mortgagee shall retain and apply the Award
toward payment of the Indebtedness (whether or not due and payable) (without
premium) in such order of priority as Mortgagee shall elect or shall be paid
over in whole or in part to pay or reimburse Mortgagor for the cost of restoring
or reconstructing the Building and the Building Equipment in a manner and on
conditions satisfactory to Mortgagee; provided, however, that to the extent that
the Award received by Mortgagee shall exceed the amount required to satisfy in
full the then total amount of the Indebtedness, Mortgagee shall promptly pay
over to Mortgagor the amount of such excess. In no event shall Mortgagee be
required to satisfy this Mortgage until the Indebtedness is fully paid and
Mortgagee shall not be required to release from the lien of this Mortgage any
portion of the Premises so taken until Mortgagee receives the Award for the
portion so taken.

     (c) The application of the Award toward payment of the Indebtedness shall
not be deemed a waiver by Mortgagee of its right to receive payment of the
balance of the Indebtedness in accordance with the provisions of the Loan
Documents. Mortgagee shall have the right, but shall be under no obligation, to
question the amount of the Award, and Mortgagee may accept same without
prejudice to the rights that Mortgagee may have to question such amount. In any
such condemnation or eminent domain action or proceeding Mortgagee may be
represented by attorneys selected by Mortgagee, and all reasonable sums paid by
Mortgagee in connection with such action or proceeding (including, without
limitation, reasonable attorneys' fees to the extent permitted by law) shall, on
demand, be immediately due from Mortgagor to Mortgagee and the same shall be
secured by this Mortgage.

     (d) Notwithstanding any taking by condemnation or eminent domain, closing
of, or alteration of the grade of, any street or other injury to or decrease in
value of the Premises by any public or quasi-public authority or corporation,
the unpaid principal portion of the Indebtedness shall continue to bear interest
at the rate payable pursuant to the applicable Loan Documents until the Award
shall have been actually received by Mortgagee, and any reduction in the
Indebtedness, resulting from the


                                       10
<PAGE>


application by Mortgagee of the Award shall be deemed to take effect only on the
date of such receipt.

     16. Restoration. Subject to the provisions of Section 2.09(e) of the Credit
Agreement, if the Buildings or the Building Equipment shall be damaged or
destroyed, in whole or in part, by fire or other casualty, or by any taking in
condemnation proceedings or the exercise of any right of eminent domain, and if
Mortgagor or Mortgagee elects to restore, repair or rebuild the same, Mortgagor
shall promptly restore, replace or rebuild the same to as nearly as possible the
value, quality and condition they were in immediately prior to such fire or
other casualty or taking, with such alterations or changes as may be approved in
writing by Mortgagee, which approval shall not be unreasonably withheld or
delayed. Mortgagor shall give prompt notice to Mortgagee of any damage or
destruction to the Buildings or Building Equipment by fire or other casualty, as
well as the initiation of any condemnation or eminent domain proceeding
affecting the same.

     17. Mortgagee's Right to Perform Mortgagor's Covenants. If Mortgagor should
fail in the payment, performance or observance of any term of covenant
hereunder, Mortgagee may, at its option after 10 days prior written notice to
Mortgagor, pay, perform or observe the same, and the amounts advanced by, and
the other costs and expenses of, Mortgagee in paying, performing or observing
the same, with interest from the time of the advances or payments at the
Applicable Rate, shall, on demand, be immediately due from Mortgagor to
Mortgagee and shall be secured by this Mortgage.

     18. Due on Sale.

     (a) If Mortgagor enters into a contract to sell or sells, conveys,
alienates, assigns, or transfers the Property, or any part thereof or interest
therein in any manner other than as expressly permitted by the Credit Agreement,
whether voluntarily or involuntarily, directly or indirectly, or by operation of
law or otherwise, then Mortgagee shall have the right, at its option, at any
time thereafter to declare the entire principal then outstanding under the Loan
Documents (if not then due and payable), and all accrued and unpaid interest
thereon, and all other accrued sums and charges under the Loan Documents
immediately due and payable. No waiver of this right or delay in the exercise
thereof shall operate as a waiver thereof unless Mortgagee shall have executed
and delivered to Mortgagor a written waiver of such right.

     (b) Except as expressly permitted by the Credit Agreement, any sale,
assignment, transfer, pledge or other disposition, whether voluntary or
involuntary, by operation of law or otherwise, of 50% or more, in the aggregate,
whether by one or more transfers, of the outstanding voting stock of Mortgagor,
or of any other corporation directly or indirectly owning or controlling 50% or
more of Mortgagor, shall be deemed to be a transfer of the Property for the
purposes of this Paragraph 18.


                                       11
<PAGE>


     19. Default. The entire principal then outstanding under the Loan Documents
(if not then due and payable), and all accrued and unpaid interest thereon, and
all other accrued sums and charges under the Loan Documents shall, by written
notice given to Mortgagor, become immediately due and payable at the option of
Mortgagee after the occurrence of one or more of the following events (each a
"Default"): (a) upon the occurrence and continuance of any "Event of Default"
(as such term is defined in the Credit Agreement) under the Credit Agreement; or
(b) upon the failure of Mortgagor to observe or perform any other monetary
(including, without limitation, the payment of installments of principal and
interest) or nonmonetary covenants or agreements of Mortgagor hereunder, which
in the case of monetary covenants or agreements, other than the failure to pay
installments of principal or interest, shall be continuing for a period of 10
days after the giving of written notice to Mortgagor, and in the case of
non-monetary covenants or agreements shall be continuing for a period of 30 days
after the giving of written notice to Mortgagor.

     20. Appointment of Receiver. If a Default shall be continuing, Mortgagee
may apply for the appointment of a receiver of the Property, the Premises and/or
the rents, royalties, revenue, income, issues, and profits of all or any part of
the Property from whatever source derived and thereupon it is hereby expressly
covenanted and agreed that the court shall forthwith appoint such receiver with
the usual powers and duties of receivers in like cases; and Mortgagee shall be
entitled to the appointment of such receiver as a matter of right, to the extent
not prohibited by applicable law, without consideration of the value of the
Property as security for the amounts due to Mortgagee or the Lenders or the
solvency of any Person liable for the payment of such amounts. In order to
maintain and preserve the Property and to prevent waste and impairment of its
security, Mortgagee may, at its option, advance monies to the appointed receiver
and all such sums advanced and not paid from rents, payables, revenue, income,
issues and profits as described in the first sentence of this Paragraph 20,
shall become secured obligations and shall bear interest from the date of such
advance at the Applicable Rate.

     21. Power of Sale. If a Default shall be continuing, Mortgagee may sell the
Property to the extent permitted and pursuant to the applicable provisions of
the laws of the state in which the Land is located.

     22. Judicial Foreclosure. If a Default shall be continuing, Mortgagee may
institute an action of mortgage foreclosure for the enforcement hereof and
realization on the Property or any other security which is herein or elsewhere
provided for, and proceed thereon to final judgment and execution thereon. At
any such sale Mortgagee and the Lenders may bid for and acquire the Property or
any part thereof and in lieu of paying cash therefor may make settlement for the
purchase price by crediting upon the Indebtedness then secured by this Mortgage
the net sales price after deducting therefrom the expenses of the sale and the
costs of the action and any other sums which Mortgagee is authorized to deduct
under this Mortgage. The proceeds of such sale shall be applied first to the
payment of the costs and charges of such sale, including, without limitation,


                                       12
<PAGE>


Mortgagee's reasonable attorneys' fees (to the extent permitted by law), second
to the payment of the Obligations as provided for in the Security Documents, and
third, to the payment of any surplus, if any, to Mortgagor, its successors or
assigns, or as a court of competent jurisdiction may direct. To the extent not
prohibited by applicable law, Mortgagor waives any statutory waiting period with
respect to the execution of a judgment obtained by Mortgagee in connection with
any foreclosure proceedings.

     23. Sale in Parcels. In the event of a foreclosure of this Mortgage or upon
any sale under this Mortgage pursuant to judicial proceedings or otherwise, the
Property may, to the extent permitted by law, be sold in one parcel and as an
entirety or in such parcels, manner or order as Mortgagee in its sole discretion
may select.

     24. Possession of Premises. To the extent permitted by law, after the
occurrence of and during continuance of a Default, Mortgagee and its agents and
any receiver appointed by a court are authorized to (a) take possession of the
Premises; (b) lease the Premises or make reasonable modifications to or cancel
leases; (c) take reasonable measures to maintain, repair, alter and restore the
Premises; (d) collect all rents, issues, income and profits payable under all
Leases directly from the lessees thereunder upon notice to each such lessee that
a Default exists under this Mortgage accompanied by a demand on such lessee for
the payment to Mortgagee of all rents due and to become due under its Lease; and
(e) after deducting all costs of collection and administration expense, apply
the net rents and profits to the payment of Impositions, insurance premiums and
all other carrying charges (including, without limitation, reasonable agents'
compensation and fees and reasonable costs of counsel, to the extent permitted
by law, and receivers) and to the maintenance, repair or restoration of the
Premises, or on account and in reduction of the Indebtedness in such order and
amounts as Mortgagee in Mortgagee's sole discretion may elect. Mortgagee shall
be liable to account only for rents and profits actually received by Mortgagee.

     25. Expenses of Mortgagee and/or the Lenders. All sums (including
attorneys' fees and disbursements, to the extent permitted by law) paid by
Mortgagee in connection with any litigation to prosecute or defend the rights
and obligations created by this Mortgage, with interest thereon at the
Applicable Rate from the time of payment by Mortgagee, shall, on demand, be
immediately due from Mortgagor to Mortgagee and shall be added to and included
in the Indebtedness and shall be secured by this Mortgage.

     26. Mortgagor's Waivers. Mortgagor, for itself and its successors and
assigns, hereby irrevocably waives and releases, to the extent permitted by law,
and whether now or hereafter in force, (a) the benefit of any and all valuation
and appraisement laws, (b) any right of redemption whether statutory or
otherwise, in respect of the Property, and (c) all exemption laws whatsoever and
all moratoriums, extensions or stay laws or rules, or orders of court in the
nature of any one or more of them.


                                       13
<PAGE>


     27. Partial Foreclosure. Mortgagee may from time to time, if permitted by
law, take action to recover any sums, whether interest, principal or any other
sums, required to be paid under this Mortgage or any other Loan Document as the
same become due, without prejudice to the right of Mortgagee thereafter to bring
an action of foreclosure, or any other action, for a default or defaults by
Mortgagor existing when such earlier action was commenced. Mortgagee may also
foreclose this Mortgage for any sums due under this Mortgage or any other Loan
Document and the lien of this Mortgage shall continue to secure the balance of
the Indebtedness.

     28. No Waiver. Any failure by Mortgagee to insist upon the strict
performance by Mortgagor of any of the covenants and agreements of Mortgagor
under the Loan Documents shall not be deemed to be a waiver of any of such
covenants or agreements, and Mortgagee and each Lender, notwithstanding any such
failure, may thereafter insist upon the strict performance by Mortgagor of any
and all of such covenants or agreements.

     29. Attorneys' Fees. If this Mortgage shall be foreclosed, or if any of the
Loan Documents is placed in the hands of an attorney for collection or is
collected through any court, including any bankruptcy court, there shall be
included in the computation of the sums secured hereby, to the extent permitted
by law, the amount of a reasonable fee for the services of the attorney retained
by Mortgagee in the foreclosure action or proceeding, non-judicial sale and all
disbursements, costs, allowances and additional allowances provided by law.

     30. Rights Cumulative. The rights and remedies provided for in this
Mortgage, or which Mortgagee may have otherwise, at law or in equity, shall, to
the extent permitted by law, be distinct, separate and cumulative and shall not
be deemed to be inconsistent with each other, and none of them, whether or not
exercised by Mortgagee, shall be deemed to be in exclusion of any other, and any
two or more of all such rights and remedies may be exercised at the same time,
all to the extent permitted by law.

     31. Interest After Maturity. The principal amount of the Indebtedness and
any other amounts secured by this Mortgage and, if permitted by law, any accrued
interest thereon, shall bear interest from and after maturity, whether or not
resulting from acceleration, at the rate provided for in Section 2.08 of the
Credit Agreement, but this shall not constitute an extension of time for payment
of the Indebtedness.

     32. No Credit for Taxes. Mortgagor shall not claim or demand or be entitled
to any credit or credits on account of any of the sums secured hereby by reason
of the Impositions assessed against all or any part of the Property or for any
payments made on account thereof. No deductions shall be made or claimed from
the taxable value of all or any part of the Premises by reason of this Mortgage.

     33. Liens.


                                       14
<PAGE>


     (a) This Mortgage is and shall be maintained as a valid first lien on the
Property subject only to any encumbrances created pursuant to the Loan Documents
and the Permitted Encumbrances, if any. Except as permitted by the Credit
Agreement, Mortgagor shall not, directly or indirectly, create or suffer or
permit to be created, or to stand, against the Property or any portion thereof,
or against the rents, royalties, revenue, income, issues and profits therefrom,
any lien, charge, mortgage, deed of trust, adverse claim or other encumbrance
(herein collectively referred to as a "lien"), whether senior or junior in lien
to this Mortgage, other than the lien of (i) this Mortgage, (ii) the Permitted
Encumbrances and (iii) any other liens created pursuant to the Loan Documents;
provided, however, that nothing contained in this Paragraph 33 shall require
Mortgagor to pay any real estate taxes or other Impositions prior to the time
when same are required to be paid under this Mortgage. Except as permitted by
the Credit Agreement, Mortgagor will keep and maintain the Premises free from
all liens of Persons supplying labor or materials relating to the construction,
alteration, modification or repair of the Premises. Except as expressly
permitted by the Credit Agreement, if any such lien shall be filed against the
Premises, Mortgagor agrees to discharge the same of record (by payment, bonding,
or otherwise) within 10 days after the filing thereof. Except as expressly
permitted by the Credit Agreement, no financing statement, conditional bill of
sale or chattel mortgage shall be made or filed against the Building Equipment
without the prior consent of Mortgagee and if at any time there should be any
(with or without the consent of Mortgagee), then in the event of any Default,
all right, title and interest of Mortgagor in and to all deposits and payments
made thereon are hereby assigned to Mortgagee.

     (b) Notwithstanding the provisions of Paragraph 33(a), Mortgagor shall have
the right, provided no Default shall exist hereunder, in good faith, to contest
by appropriate legal proceedings, after notice to, but without cost or expense
to, Mortgagee, the validity of any liens arising in connection with the Property
and to postpone the payment of same, provided that: (i) such contest shall
operate to prevent the collection thereof or other realization thereon, the sale
of the lien thereof, and the sale or forfeiture of the Property or any part
thereof; (ii) such contest shall be promptly and diligently prosecuted by and at
the expense of Mortgagor; (iii) Mortgagee shall not thereby suffer any civil, or
be subjected to any criminal, penalties or sanctions; (iv) Mortgagor shall
promptly pay such contested lien if at any time all or any part of the Property
shall be in danger of being foreclosed, sold, forfeited, or otherwise lost or if
such contest shall be discontinued; and (v) Mortgagor shall deposit with
Mortgagee, prior to commencing any such proceedings, security, satisfactory to
Mortgagee, in an amount sufficient to pay or otherwise discharge such contested
lien and of any interest or additional charges incurred as a result of such
contest.

     34. Change in Taxation. In the event of the enactment of or change in
(including, without limitation, a change in interpretation of) any applicable
law (a) deducting or allowing Mortgagor to deduct from the value of the Property
for the purpose of taxation any lien or security interest thereon, (b) imposing,
modifying or deeming


                                       15
<PAGE>


applicable any reserve or special requirement against deposits in or for the
account of, or loans by, or other liabilities of, or other assets held by
Mortgagee, or (c) subjecting Mortgagee to any tax or changing the basis of
taxation of mortgages, deeds of trust, or other liens or debts secured thereby,
or the manner of collection of such taxes, in each such case, so as to affect
this Mortgage, and the result is to increase the taxes imposed upon or the cost
to Mortgagee of maintaining the Indebtedness or to reduce the amount of any
payments receivable hereunder, then, and in any such event, Mortgagor shall,
promptly, pay to Mortgagee for the account of Mortgagee such additional amounts
as may be required to compensate for such increased costs or reduced amounts,
provided that if any such payment or reimbursement shall be unlawful or would
constitute usury under applicable law, then Mortgagee may, at its option,
declare the Indebtedness due and payable upon 60 days' notice.

     35. Assignment of Leases and Rents. Mortgagor assigns and grants a security
interest to Mortgagee in and to the rents, royalties, revenue, income, issues
and profits of the Premises as further security for the payment, of the
Indebtedness, and during the continuance of a Default Mortgagor grants to
Mortgagee the right to enter the Premises for the purpose of collecting the same
and to let the Premises, or any part thereof, and to apply said rents,
royalties, revenue, income, issues and profits, after payment of all necessary
charges and expenses, on account of the Indebtedness. This assignment and grant
shall continue in effect until the Indebtedness is fully paid. Mortgagee hereby
waives the right to enter the Premises for the purpose of collecting said rents,
issues and profits, and Mortgagor shall be entitled to collect, receive and use
said rents, issues and profits, until the occurrence and continuance of one or
more Defaults. During the continuance of any Default, the right of Mortgagor to
collect, receive and use said rents, royalties, revenue, income, issues and
profits, shall be revoked forthwith. Mortgagor shall, from time to time after
request by Mortgagee, execute, acknowledge and deliver to Mortgagee, in form
reasonably satisfactory to Mortgagee, separate assignments effectuating the
foregoing. Mortgagee shall not be obligated to perform or discharge any
obligation or duty to be performed or discharged by Mortgagor under any Lease or
other agreement affecting all or any part of the Premises, and no assignment of
any such Lease or other agreement shall place the responsibility for the
control, care, management or repair of all or any part of the Premises upon
Mortgagee, nor make Mortgagee liable for any negligence by any Person other than
Mortgagee or its directors, officers, agents, employees or servants in the
management, operation, upkeep, repair or control of all or any part of the
Premises resulting in injury, death or property damage. In addition, after the
occurrence and during the continuance of a Default and the giving of notice to
Mortgagor, Mortgagor will pay monthly in advance to Mortgagee, or to any
receiver appointed to collect said rents, royalties, revenue, income, issues and
profits, the fair and reasonable rental value for the use and occupancy of the
Premises or of such part thereof as may be in the possession of Mortgagor, and
upon default in any such payment will vacate and surrender the possession
thereof to Mortgagee or to such receiver, and in default thereof may be evicted
by summary or other proceedings. Without limiting the generality of any
provision of this Paragraph 35, if a proceeding under Title 11 of the United
States Code, as in effect from


                                       16
<PAGE>


time to time (the "Bankruptcy Code"), is commenced by or against Mortgagor,
then, pursuant to Section 552(b)(2) of the Bankruptcy Code, the security
interest granted by this Mortgage shall automatically extend to all rents,
royalties, revenue, income, issues and profits acquired by Mortgagor after the
commencement of the case and such rents, royalties, revenue, income, issues and
profits shall constitute cash collateral under Section 363(a) of the Bankruptcy
Code.

     36. Security Agreement. It is the intention of the parties hereto that this
instrument shall constitute a Security Agreement within the meaning of the
Uniform Commercial Code as enacted in the state in which the Land is located
with respect to the personalty and fixtures comprising a part of the Property,
and that a security interest shall attach thereto for the benefit of Mortgagee
to further secure the payment of the Indebtedness. Mortgagor hereby authorizes
Mortgagee to file financing and continuation statements with respect to such
collateral in which Mortgagor has a mortgageable interest, without the signature
of Mortgagor whenever lawful, and upon request, Mortgagor shall promptly execute
financing and continuation statements in form satisfactory to Mortgagee to
further evidence and secure Mortgagee's interest in such collateral, and shall
pay all filing fees in connection therewith in accordance with Paragraph 10. In
the event of the occurrence and continuance of one or more Defaults, Mortgagee,
pursuant to the applicable provision of the Uniform Commercial Code, shall have
the option of proceeding as to both real and personal property in accordance
with its rights and remedies in respect of the real property, in which event the
default provisions of the Uniform Commercial Code shall not apply. The parties
agree that in the event Mortgagee elects to proceed with respect to collateral
constituting personalty or fixtures separately from the real property, the
giving of ten days' notice by Mortgagee, sent by an overnight mail service,
postage prepaid, to Mortgagor at its address referred to in Paragraph 39,
designating the place and time of any public sale or the time after which any
private sale or other intended disposition of such collateral is to be made,
shall be deemed to be reasonable notice thereof and Mortgagor waives any other
notice with respect thereto. Notwithstanding anything in Paragraph 54 to the
contrary, in the event of any inconsistency or conflict between the terms and
provisions of any Security Agreement and the terms and provisions of this
Paragraph 36, the terms and provisions of the Security Agreement shall control.

     37. No Release. Neither Mortgagor nor any other Person now or hereafter
obligated for the payment of the Indebtedness or the performance of all or any
part of the covenants and agreements of Mortgagor under the Loan Documents shall
be released from paying such Indebtedness and performing such covenants and
agreements and the lien of this Mortgage shall not be affected by reason of (a)
the failure of Mortgagee to comply with any request of Mortgagor, or of any
other Person so obligated, to take action to foreclose this Mortgage or
otherwise enforce any of the provisions of this Mortgage or of any of the
covenants and agreements of Mortgagor under the Loan Documents, (b) the release,
regardless of consideration, of the whole or any part of the security held for
the Indebtedness, (c) the release, regardless of consideration, of the
obligations of any Person or Persons liable for payment of the Indebtedness, or
performance of the covenants and


                                       17
<PAGE>


agreements of Mortgagor under the Loan Documents, or (d) any agreement or
stipulation extending the time of payment or modifying the terms of any of the
Loan Documents, and in the event of such agreement or stipulation, Mortgagor and
all such other Persons shall continue to be liable under the Loan Documents, as
amended by such agreement or stipulation, unless expressly released and
discharged in writing by Mortgagee.

     38. Corporate Authority. Mortgagor represents and warrants that it has
taken all necessary and proper action, which has not been modified or revoked,
to enter into this Mortgage and that the execution and delivery of this Mortgage
by the individual who has signed this Mortgage on behalf of Mortgagor has been
duly authorized and is sufficient action to constitute this Mortgage as a valid,
binding and enforceable obligation of Mortgagor subject (a) as to enforcement of
remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting the enforcement of creditors' rights generally,
from time to time in effect and (b) to general principles of equity.

     39. Notices. All notices, demands, consents, approvals, requests and other
communications provided for herein shall be in the form and manner as set forth
in Section 11.01 of the Credit Agreement.

     40. Severability. If any provision of this Mortgage or the application
thereof to any Person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Mortgage, or the application of such
provision to Persons or circumstances other than those as to which it is invalid
or unenforceable, shall not be affected thereby, and each provision of this
Mortgage shall be valid and enforceable to the fullest extent permitted by law.

     41. No Usury. If any payments required to be made under the Loan Documents
shall be in excess of the amounts allowed by law, the amounts of such payments
shall be reduced to the maximum amounts allowed by law and any interest paid
under or in connection with any of the Loan Documents in excess of the maximum
interest rate permitted by law shall be deemed payment in reduction of the
principal amount of the Indebtedness.

     42. No Representation by Mortgagee. By accepting or approving anything
required to be observed, performed or fulfilled, or to be given to Mortgagee
pursuant to this Mortgage, including, without limitation, any officer's
certificate, balance sheet, statement of profit and loss or other financial
statement, survey, appraisal, plans for alterations or restoration, or insurance
policy, Mortgagee shall not be deemed to have warranted or represented the
sufficiency, legality, effectiveness or legal effect of the same, or of any
term, provision or condition thereof, and such acceptance or approval thereof
shall not be or constitute any warranty or representation with respect thereto
by Mortgagee.


                                       18
<PAGE>


     43. Indemnification Against Liabilities. Mortgagor will protect, indemnify,
hold harmless and defend Mortgagee and its officers, directors, agents,
servants, and employees from and against any and all liabilities, obligations,
claims, damages, penalties, causes of action, costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses, to the extent
permitted by law) imposed upon or incurred by or asserted against Mortgagee by
reason of (a) ownership of a mortgagee's interest in the Property, (b) any
accident or injury to or death of Persons or loss of or damage to or loss of the
use of property occurring on or about the Premises or any part thereof or the
adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or
ways, (c) any use, nonuse or condition of the Premises or any part thereof or
the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys
or ways, (d) any failure on the part of Mortgagor to perform or comply with any
of the terms of this Mortgage, (e) performance of any labor or services or the
furnishing of any materials or other property in respect of the Premises or any
part thereof made or suffered to be made by or on behalf of Mortgagor, (f) any
negligence or tortious act on the part of Mortgagor or any of its respective
agents, contractors, lessees, licensees or invitees, or (g) any work in
connection with any alterations, changes, new construction or demolition of the
Premises; provided, however, that such indemnity shall not, as to Mortgagee and
its officers, directors, agents, servants and employees, apply to any such
liabilities, obligations, claims, damages, penalties, causes of action, costs or
expenses to the extent they resulted from the gross negligence or willful
misconduct of Mortgagee or any such Person. All amounts payable to Mortgagee
under this Paragraph 43 shall be payable on demand and shall be deemed
indebtedness secured by this Mortgage and any such amounts which are not paid
within 10 days after demand therefor by Mortgagee shall bear interest at the
Applicable Rate from the date of such demand. In case any action, suit or
proceeding is brought against Mortgagor or Mortgagee by reason of any such
occurrence, Mortgagor, upon request of Mortgagee, will, at Mortgagor's expense,
resist and defend such action, suit or proceeding or cause the same to be
resisted or defended by counsel designated by Mortgagor and approved by
Mortgagee (which approval shall not be unreasonably withheld or delayed).

     44. No Oral Changes. This Mortgage and its provisions cannot be changed,
waived, discharged or terminated orally but only by an agreement in writing,
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought.

     45. Governing Law. This Mortgage and the rights of the parties hereunder
shall be governed by the laws of the state in which the Land is located without
giving effect to conflict of laws principles.

     46. Construction. This Mortgage shall be construed without regard to any
presumption or rule requiring construction against the party causing such
instrument or any portion thereof to be drafted.


                                      19
<PAGE>


     47. Gender. All terms and words used in this Mortgage, regardless of the
number or gender in which they are used, shall be deemed to include any other
number and any other gender as the context may require.

     48. Captions. The headings in this Mortgage and the index at the beginning
of this Mortgage are for convenience of reference only and shall not limit or
otherwise affect any of the terms hereof.

     49. After Acquired Property. All property of every kind which is hereafter
acquired by Mortgagor which, by the terms hereof, is required or intended to be
subjected to the lien of this Mortgage shall, immediately upon the acquisition
thereof by Mortgagor, and without any further mortgage, conveyance, assignment
or transfer, become subject to the lien of this Mortgage.

     50. Further Assurances. Mortgagor shall execute, acknowledge and deliver to
Mortgagee any documents and instruments which Mortgagee may reasonably request
from time to time for the better assuring, conveying, assigning, transferring,
confirming or perfecting of Mortgagee's security and rights under this Mortgage,
in form and substance satisfactory to Mortgagee.

     51. Certain Definitions. The following terms shall, for all purposes of
this Mortgage, have the respective meanings herein specified unless the context
otherwise requires:

          (a) The "Applicable Rate" shall mean the highest rate then payable on
     any of the Obligations; and

          (b) "Lease" shall mean every lease or occupancy agreement for the use
     or hire of all or any portion of the Premises which shall be in effect at
     the date hereof, or which shall hereafter be entered into by or on behalf
     of Mortgagor.

     52. Successors and Assigns. The terms, covenants and provisions of this
Mortgage shall apply to, be binding upon and inure to the benefit of Mortgagee
and Mortgagor and their respective successors and assigns. All grants,
covenants, terms, provisions and conditions contained herein shall run with the
Land.

     53. Environmental Laws. Mortgagor shall comply with or cause to be complied
with all Environmental Laws to the extent and in the same manner set forth in
Section 6.13 of the Credit Agreement.

     54. Credit Agreement. In the event of any inconsistency or conflict between
the terms and provisions of the Credit Agreement and the terms and provisions of
this Mortgage, the terms and provisions of the Credit Agreement shall control.


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<PAGE>


     IN WITNESS WHEREOF, Mortgagor has hereunto set its hand and seal as of the
day and year first above written.

                                   MORTGAGOR:

                                   MASKA U.S., INC.

                                   By:   _____________________________
                                         Name:
                                         Title:

ATTEST:

By:  _____________________________
        Name:
        Title: _____________ Secretary

[Corporate Seal]

WITNESS:

By:  _____________________________

     This instrument prepared by Eric J. Kuhn, Kaye, Scholer, Fierman, Hays &
Handler, LLP, 425 Park Avenue, New York, New York 10022.


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