EXHIBIT 10.26



                                                                      (Nebraska)


                DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
                    LEASES AND RENTS AND FINANCING STATEMENT

                                       BY

          GIBRALTAR PACKAGING GROUP, INC. D/B/A GREAT PLAINS PACKAGING,
                             a Delaware corporation
                                                                         Trustor
                                       TO

                        CHICAGO TITLE INSURANCE COMPANY,
                             a Missouri corporation
                                                                         Trustee
                               FOR THE BENEFIT OF

                          FIRST SOURCE FINANCIAL, LLP,
                                    as Agent
                                                                     Beneficiary

                            Relating to Premises in:

                             Adams County, Nebraska

                           DATED: As of July 31, 1998


                         This instrument was prepared by
                   and after recording should be returned to:
                              Stephen N. Sher, Esq.
                                Winston & Strawn
                              35 West Wacker Drive
                             Chicago, Illinois 60601


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                                TABLE OF CONTENTS



       TOPIC                                                               PAGE
       -----                                                               ----
                                                                               
I      RECITALS ..............................................................1
                                                                               
II     THE GRANT .............................................................3
                                                                               
III    GENERAL AGREEMENTS ....................................................6
       3.01   Payment  of  Indebtedness ......................................6
       3.02   Impositions ....................................................6
       3.03   Payment of Impositions by Beneficiary ..........................7
       3.04   Insurance and Insurance Proceeds ...............................7
       3.05   Condemnation Awards ............................................7
       3.06   Restoration ....................................................8
       3.07   Maintenance of Property ........................................8
       3.08   Prohibited Liens and Transfers .................................8
       3.09   Stamp Taxes ....................................................8
       3.10   Change in Tax Laws .............................................9
       3.11   Assignment of Leases and Rents .................................9
       3.12   Releases ......................................................10
       3.13   Further Assurances ............................................10
       3.14   Environmental Provisions ......................................11
  
IV     EVENT OF DEFAULT AND REMEDIES ........................................14
       4.01   Event of Default ..............................................14
       4.02   Acceleration upon Default, Additional Remedies ................14
       4.03   Foreclosure by Power of Sale. .................................15
       4.04   Beneficiary's Other Rights. ...................................15
       4.05   Application of the Rents or Proceeds from Foreclosure or Sale .15
       4.06   Cumulative Remedies; Delay or Omission Not a Waiver ...........16
       4.07   Beneficiary's Remedies Against Multiple Parcels ...............16
       4.08   No Merger .....................................................16
       4.09   Insurance Upon Foreclosure ....................................17
       4.10   Waiver of Statutory Rights ....................................17
  
V      MISCELLANEOUS ........................................................17
       5.01   Notices .......................................................17
       5.02   Time of Essence ...............................................17
       5.03   Covenants Run with Land .......................................18
       5.04   GOVERNING LAW .................................................18
       5.05   Rights and Remedies Cumulative ................................18
       5.06   Severability ..................................................18

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       5.07   Non-Waiver ....................................................18
       5.08   Headings ......................................................18
       5.09   Grammar .......................................................18
       5.10   Deed in Trust .................................................18
       5.11   Successors  and  Assigns ......................................19
       5.12   Beneficiary in Possession .....................................19
       5.13   Compliance with Applicable Law ................................19
       5.14   Incorporation of Credit Agreement .............................19
       5.15   Security Agreement ............................................19
       5.16   Additional Provisions .........................................21
       5.17   Intentionally Deleted. ........................................22
       5.18   Reduction of Secured Amount ...................................22
       5.19   Application of Payments and Repayments ........................22
                                                                           
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                DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
                    LEASES AND RENTS AND FINANCING STATEMENT

       THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS,
AND FINANCING STATEMENT ("Mortgage") is made as of July 31, 1998 by GIBRALTAR
PACKAGING GROUP, INC. D/B/A GREAT PLAINS PACKAGING, a Delaware corporation
("Trustor") with its principal office at 1140 Hayden Street, Fort Wayne, IN
46803 as trustor, to CHICAGO TITLE INSURANCE COMPANY, 171 North Clark Street,
Chicago, Illinois ("Trustee"), for the ratable benefit of FIRST SOURCE
FINANCIAL, LLP ("First Source"), an Illinois Limited liability partnership with
its principal office at 2850 Golf Road, Rolling Meadows, Illinois 60008, as
beneficiary, and as agent for itself, and for and on behalf of the other Lenders
(as hereinafter defined), and as assignee and secured party (together with any
successors or assigns, the "Beneficiary").

                                        I

                                    RECITALS

       WHEREAS, Gibraltar Packaging Group, Inc., a Delaware corporation,
Beneficiary, and certain financial institutions (the "Lenders") from time to
time party to the Credit Agreement (as hereinafter defined) have executed of
even date herewith that certain Secured Credit Agreement (together with any and
all renewals, amendments, modifications, supplements, restatements, extensions
for any period, or increases or rearrangements thereof, the "Credit Agreement"),
pursuant to which Credit Agreement the Lenders have made and may in the future
make term and revolving loans and advances and other financial accommodations to
the Borrower (collectively, "Loans"; each, a "Loan") in the aggregate principal
amount of Forty-Two Million and no/100 Dollars ($42,000,000), upon the terms and
subject to the conditions set forth in the Credit Agreement;

       WHEREAS, capitalized terms used herein without definitions shall have the
meaning assigned to such terms in the Credit Agreement;

       WHEREAS, the Loans are in the form of: (i) a term loan in the aggregate
principal amount of Twenty Five Million and No/100 Dollars ($25,000,000) (the
"Term Loan"), (ii) a revolving credit loan in the aggregate principal amount of
Fifteen Million and No/100 Dollars ($15,000,000) (the "Revolving Credit Loan"),
(iii) a certain Letter of Credit (as defined in Section 1.1 of the Credit
Agreement) up to an amount not to exceed Two Million and No/100 Dollars
($2,000,000);

       WHEREAS, the Revolving Credit Loans and Term Loans are evidenced by
certain promissory notes (the "Notes");

       WHEREAS, Trustor has executed that certain Subsidiary Guaranty of even
date herewith in favor of Beneficiary and the Lenders (the "Guaranty", together
with any and all renewals, amendments, modifications, supplements, restatements,
extensions for any period, or increases or

<PAGE>


rearrangements thereof), to secure the Obligations (as defined in the Credit
Agreement) by pledging to Beneficiary the capital stock of Trustor and its
subsidiaries, if any, and by granting to Beneficiary a security interest in and
lien upon all of its personal and real property;

       WHEREAS, Trustor wishes to provide further assurance and security to
Beneficiary and as a condition to Beneficiary and Lenders executing the Credit
Agreement, Beneficiary and Lenders are requiring that Trustor grant to
Beneficiary a mortgage lien on the Property (as hereinafter defined) to secure
the Trustor's obligations under the Guaranty;

       WHEREAS, subject to the limitations set forth in Section 5.18 of this
Mortgage, this Mortgage is being given by Trustor to secure the performance of
all terms, covenants, conditions, agreements and liabilities of Trustor
contained in this Mortgage, the Guaranty, and other Loan Documents (hereinafter,
collectively, the "Obligations");

       WHEREAS, Trustor derives substantial direct and indirect economic benefit
from the making of the Loans and other benefits to be provided to the Borrower
under the Credit Agreement, and other valuable consideration, the receipt and
adequacy of which are hereby acknowledged; and

       WHEREAS, this Mortgage also secures the payment of and includes all
amounts owing in respect of all future or further advances of the Loans as shall
be made at all times, regardless of whether proceeds of the Loans have or shall
be disbursed by Beneficiary herein or its successors or assigns, to and for the
benefit of Trustor, its successors or assigns, to the same extent as if such
future advances were made on the date of the execution of this Mortgage. The
total amount of Indebtedness secured by this Mortgage may decrease or increase
from time to time but the total unpaid principal balance so secured at any one
time shall not exceed the lesser of: (i) the maximum principal sum permitted by
the laws of the State in which the Premises are located; or (ii) Eighty-Four
Million and No/100 Dollars ($84,000,000), together with interest thereon and any
and all disbursements made by Beneficiary for the payment of taxes, or insurance
on the Property covered by the lien of this Mortgage and for reasonable
attorneys' fees, loan commissions, service charges, liquidated damages, expenses
and court costs incurred in the collection of any or all of such sums of money.
Such further or future advances shall be considered obligatory advances and the
same shall bear interest at the same rate as specified in the Credit Agreement
unless such interest rate shall be modified by subsequent agreement. The parties
hereby acknowledge and intend that all advances, including future advances
whenever hereafter made, shall be secured by this Mortgage.


                                      -2-
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                                       II

                                    THE GRANT

       In consideration of the premises and for the foregoing purposes and for
other good and valuable consideration paid to Trustor by the Agent and Lenders,
the receipt and sufficiency of which is hereby acknowledged, Trustor hereby
grants, bargains, sells, assigns, releases, aliens, transfers, conveys, warrants
to the Trustee for the ratable benefit of the Agent, Lenders and Secured
Creditors (as defined in that certain Security Agreement ("Security Agreement")
of even date herewith from Trustor in favor of the Agent), a lien upon and
security interest in all Trustor's right, title and interest in and to the
following (collectively, the "Mortgaged Property"), whether now owned or held or
hereafter acquired:


       NOW, THEREFORE, subject to the limitations set forth in Section 5.18 of
this Mortgage, in order to secure the payment of the Obligations and the
performance of all of the covenants, provisions, agreements and obligations
contained in this Mortgage or in the Loan Documents and also to secure the
payment of any and all Secured Indebtedness, direct or contingent, that may now
or hereafter become owing from Trustor to Beneficiary and the Lenders and the
performance of all other obligations under the Loan Documents, and in
consideration of the Premises described on Exhibit A, and all of its estate,
right, claim and interest therein, together with the following described
property, all of which other property is pledged primarily on a parity with the
Premises and not secondarily and for the foregoing purposes and for other good
and valuable consideration paid to Trustor by the Agent and Lenders, the receipt
and sufficiency of which is hereby acknowledged, Trustor hereby irrevocable
transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the
ratable benefit of the Agent and Lenders, a lien upon and security interest in
all Trustor's right, title and interest in and to the following (the Premises
and the following described rights, interests, claims and property collectively
referred to as the "Property"), whether now owned or held or hereafter acquired:

              (a all buildings, structures and other improvements of every kind
       and description now or hereafter erected, situated, or placed upon the
       Premises (the "Improvements"), together with any and all Personal
       Property (as defined in Paragraph (i) below) and all attachments now or
       hereafter owned by Trustor and located in or on, forming part of,
       attached to, used or intended to be used in connection with, or
       incorporated in any such Improvements, including all extensions of,
       additions to, betterments, renewals of, substitutions for and
       replacements for any of the foregoing;

              (b all estate, claim, demand, right, title and interest of Trustor
       now owned or hereafter acquired, including without limitation, any
       after-acquired title, franchise, license, remainder or reversion, in and
       to any and all (i) land or vaults lying within the right-of-way of any
       street, avenue, way, passage, highway, or alley, open or proposed,
       vacated or otherwise, adjoining the Premises; (ii) alleys, sidewalks,
       streets,


                                      -3-
<PAGE>

       avenues, strips and gores of land belonging, adjacent or pertaining to
       the Premises or the Improvements; (iii) storm and sanitary sewer, water,
       gas, electric, railway and telephone services relating to the Premises
       and the Improvements; (iv) development rights, air rights, water, water
       rights, water stock, gas, oil, minerals, coal and other substances of any
       kind or character underlying or relating to the Premises or any part
       thereof; and (v) tenements, hereditaments, easements, appurtenances,
       other rights, liberties, reservations, allowances and privileges relating
       to the Premises or the Improvements or in any way now or hereafter
       appertaining thereto, including homestead and any other claims at law or
       in equity;

              (c all leasehold estates and right, title and interest of Trustor
       in any and all leases, subleases, management agreements, arrangements,
       concessions or agreements, written or oral, relating to the use and
       occupancy of the Premises or the Improvements or any portion thereof, now
       or hereafter existing or entered into (collectively "Leases");

              (d all rents, issues, profits, royalties, revenue, advantages,
       income, avails, claims against guarantors, all cash or security deposits,
       advance rentals, deposits or payments given and other benefits now or
       hereafter derived directly or indirectly from the Premises and
       Improvements under the Leases or otherwise (collectively "Rents"),
       subject to the right, power and authority to assign, collect and apply
       the Rents;

              (e all right, title and interest of Trustor in and to all options
       to purchase or lease the Premises or the Improvements or any portion
       thereof or interest therein, or any other rights, interests or greater
       estates in the rights and properties comprising the Property now owned or
       hereafter acquired by Trustor;

              (f any interests, estates or other claims of every name, kind or
       nature, both in law and in equity, which Trustor now has or may acquire
       in the Premises and Improvements or other rights, interests or properties
       comprising the Property now owned or hereafter acquired;

              (g all rights of Trustor to any and all plans and specifications,
       designs, drawings and other matters prepared for any construction on the
       Premises or regarding the Improvements;

              (h all rights of Trustor under any contracts executed by Trustor
       with any provider of goods or services for or in connection with any
       construction undertaken on or services performed or to be performed in
       connection with the Premises or the Improvements;

              (i all right, title and interest of Trustor in and to all the
       following tangible personal property ("Personal Property") owned by
       Trustor and now or at any time


                                      -4-
<PAGE>


       hereafter located in, on or at the Premises or the Improvements and used
       or useful in connection therewith:

                  (i all building materials and equipment located upon the
              Premises and intended for construction, reconstruction,
              alteration, repair or incorporation in or to the Improvements now
              or hereafter to be constructed thereon, whether or not yet
              incorporated in such Improvements, (all of which shall be deemed
              to be included in the Property upon delivery thereto);

                  (ii all machines, machinery, fixtures, apparatus, equipment
              or articles used in supplying heating, gas, electricity,
              air-conditioning, water, light, power, plumbing, sprinkler, waste
              removal, refrigeration, ventilation, and all fire sprinklers,
              alarm systems, protection, electronic monitoring equipment and
              devices;

                  (iii all window, structural, maintenance and cleaning
              equipment and rigs; and

                  (iv all fixtures now or hereafter owned by Trustor and
              attached to or contained in and used or useful in connection with
              the Premises or the Improvements. All such property owned by
              Trustor and placed by it on the Premises or used in connection
              with the operation or maintenance shall, so far as permitted by
              law, be deemed for the purposes of this Mortgage to be part of the
              real estate constituting and located on the Premises and covered
              by this Mortgage. As to any of the property that is not part of
              such real estate or does not constitute a "fixture," as such term
              is defined in the Uniform Commercial Code of the State (the
              "Code"), this Mortgage shall be deemed to be a security agreement
              under the Code for the purpose of creating hereby a security
              interest in property, which Trustor hereby grants to Beneficiary
              as "secured party" as defined in the Code. The enumeration of any
              specific items of Personal Property set forth herein shall in no
              way exclude or be held to exclude any items of property not
              specifically enumerated;

              (j all the estate, interest, right, title or other claim or demand
       which Trustor now has or may hereafter have or acquire with respect to
       (i) proceeds of insurance in effect with respect to the Property and (ii)
       any and all awards, claims for damages, judgments, settlements and other
       compensation made for or consequent upon the taking by condemnation,
       eminent domain or any like proceeding, or by any proceeding or purchase
       in lieu thereof, of the whole or any part of the Property, including,
       without limitation, any awards and compensation resulting from a change
       of grade of streets and awards and compensation for severance damages
       (collectively "Awards").

                                      -5-
<PAGE>

       TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and unto his
successors or substitutes in this trust, and unto his or their respective
successors and assigns, forever, IN TRUST, and for the uses and purposes
hereinafter set forth forev er, and Trustor does hereby bind itself and its
successors and assigns to WARRANT AND FOREVER DEFEND the Mortgaged Property unto
the Trustee and unto his respective successors and assigns against any and every
person lawfully claiming the same or any part thereof.

       The Trustor hereby covenants with the Beneficiary and with the purchaser
at any foreclosure sale that at the execution and delivery hereof, Trustor owns
the Property and has good, indefeasible estate therein, in fee simple; that the
Property is free from all encumbrances and exceptions to title (and any claim of
any other person) other than the Permitted Liens as defined in Section 1.1 of
the Credit Agreement, (said encumbrances and Permitted Liens are hereinafter
collectively referred to as "Permitted Exceptions"); that it has good and
marketable title in and to the Property and good and lawful right to sell,
mortgage and convey the Property; and that Trustor and its successors and
assigns shall forever warrant and defend the Property against all claims and
demands whatsoever.

       If and when Trustor has paid all of the Obligations, to the extent
secured hereby, as provided in Section 5.18 hereof, and there exist no
commitments of the Lender under the Loan Documents which could give rise to
Obligations, then this Mortgage and the estate, right and interest of
Beneficiary in and to the Property shall cease and shall be released by
Beneficiary delivering to Trustor a satisfaction of this Mortgage in proper
recordable form at the cost of Trustor, but until such time shall remain in full
force and effect.


                                       III

                               GENERAL AGREEMENTS


       III.1 Payment of Indebtedness. Trustor shall pay promptly and when due
all amounts owing in respect of the Obligations in the manner provided in the
Guaranty, this Mortgage or the other Loan Documents.

       III.2 Impositions. Trustor shall pay immediately, when first due and
owing, all general taxes, special taxes, special assessments, water charges,
sewer charges, and any other charges, fees, taxes, claims, levies, expenses,
liens and assessments, ordinary or extraordinary, governmental or
nongovernmental, statutory or otherwise (all of the foregoing being herein
collectively referred to as "Impositions"), that may be asserted against the
Property or any part thereof or interest therein.

       Trustor may, in good faith and with reasonable diligence, contest the
validity or amount of any Impositions; provided, that:



                                      -6-
<PAGE>

              (a Trustor shall pay all such Impositions so contested under
       protest if such payment is required to prevent such contest from having
       the effect of preventing the sale or forfeiture of the Property or any
       sub-part or interest;

              (b Trustor has notified Beneficiary in writing of the intention of
       Trustor to prosecute the contest before any Impositions have been
       materially increased by any interest, penalties, or costs; and

              (c Trustor shall diligently prosecute the contest of such
       Impositions by appropriate legal proceedings.

       III.3 Payment of Impositions by Beneficiary. Upon Trustor's failure to
pay the Impositions as provided above, Beneficiary is hereby authorized to make
or advance, in the place and stead of Trustor, any payment relating to
Impositions, unless such Imposition is then being contested by Trustor pursuant
to Section 3.02. Beneficiary may do so according to any bill, statement, or
estimate procured from the appropriate public office without inquiry into the
accuracy or the validity of any Impositions, lien, sale, forfeiture, or related
title or claim. Beneficiary is further authorized to make or advance, in place
of Trustor, unless such matter is being contested by Trustor in accordance with
Section 3.02 or Section 3.08(a), any payment relating to any apparent adverse
title, lien, statement of lien, encumbrance, claim, charge, or payment otherwise
relating to any other purpose herein and hereby authorized (except the Permitted
Exceptions), but not enumerated in this Section, whenever, in Beneficiary's
reasonable judgment and discretion, such advance is necessary or desirable to
protect the full security intended to be created by this Mortgage. Subject to
the limitations set forth in Section 5.18, all such advances and indebtedness
authorized by this Section shall constitute Obligations and shall be repayable
by Trustor upon demand with interest at the rate of interest which may be due
and owing from time to time on any loan and payable pursuant to Section 4.2(a)
of the Credit Agreement (the "Default Rate").

       III.4 Insurance and Insurance Proceeds. Trustor's insurance requirements
shall be as set forth in Section 11.4 of the Credit Agreement. Trustor's rights
to insurance proceeds shall be as set forth in Section 7.6 of the Credit
Agreement.

       III.5 Condemnation Awards. In the event of any taking of the Property or
any part thereof, in or by condemnation or other eminent domain proceedings
pursuant to any law, general or special, or by reason of the temporary
requisition of the use or occupancy of the Property or any part thereof, by any
governmental authority, civil or military (each, a "Taking"), Trustor shall
immediately notify Beneficiary upon receiving notice of such Taking or
commencement of proceedings therefor. All proceeds or any award or payment in
respect of any Taking are hereby assigned and shall be paid to Beneficiary and
Trustor shall take all steps necessary to notify the condemning authority of
such assignment. Such award or payment, less the amount of any expenses


                                      -7-
<PAGE>

incurred in litigating, arbitrating, compromising or settling any claim arising
out of such Taking ("Net Award"), shall be applied in accordance with the
provisions of Section 3.06 hereafter.

       III.6 Restoration. Trustor's rights with respect to restoring the
Premises with a Net Award of Net Proceeds shall be as set forth in the Credit
Agreement.

       III.7 Maintenance of Property. Trustor shall:

              (a promptly repair, restore, replace or rebuild any portion of the
       Property which may become damaged, destroyed, altered, removed, severed,
       or demolished, whether or not proceeds of insurance are available or
       sufficient for the purpose, with replacements at least equal in quality
       and condition as previously existed, free from any security interest in,
       encumbrances on or reservation of title thereto;

              (b keep the Property in good condition and repair, without waste,
       and free from mechanics', materialmen's or like liens or claims except
       for the Permitted Exceptions and as permitted under the Credit Agreement;
       and

              (c not make any material alterations in the Property, except as
       permitted or not prohibited by the Credit Agreement.

       III.8 Prohibited Liens and Transfers.

              (a Except as otherwise provided in the Credit Agreement, and as
       provided by operation of the laws of the State, Trustor shall not create,
       suffer, or permit to be created or filed against the Property any
       Mortgage lien or other lien superior or inferior to the lien created by
       this Mortgage. To the extent that any lien, privilege or other security
       device is created by operation of law, Trustor shall cause such security
       device to be released as soon as practicable after its creation. Trustor
       may contest any lien claim arising from any work performed, material
       furnished, or obligation incurred by Trustor upon furnishing Beneficiary
       security and indemnification reasonably satisfactory to Beneficiary for
       the final payment and discharge of the lien.

              (b Except as otherwise provided in the Credit Agreement, Trustor
       may not sell, lease or convey all or any part of the Property.

       III.9 Stamp Taxes. If at any time the United States government, or any
federal, state, or municipal governmental subdivision, requires Internal Revenue
or other documentary stamps or levies any tax on this Mortgage or on the Notes,
or requires payment of any tax in the nature of or comparable to the United
States Interest Equalization Tax on the Obligations, then Trustor shall pay such
tax, including interest and penalties, in the required manner.

                                      -8-
<PAGE>

       III.10 Change in Tax Laws. In the event of the enactment, after the date
of this Mortgage, of any law of the United States of America, or any state or
political subdivision thereof, (i) deducting from the value of the Premises, for
the purpose of taxation, the amount of any lien thereon; (ii) imposing upon
Beneficiary the payment of all or any part of the taxes, assessments, charges or
liens hereby required to be paid by Trustor; or (iii) changing in any way the
laws relating to the taxation of mortgages or debts secured by mortgages or
Trustor's interest in the Property, or the manner of collection of taxes, so as
to affect this Mortgage or the Obligations; then Trustor, upon demand by
Beneficiary, and as required by law, shall pay such taxes, assessments, charges,
or liens or reimburse Beneficiary therefor. If, in the opinion of counsel for
Beneficiary, it would be unlawful to require Trustor to make such payment or the
making of such payment might result in the imposition of interest beyond the
maximum amount permitted by law, then the applicable provisions of the Credit
Agreement shall apply. Nothing contained in this Section 3.10 shall be construed
as obligating Trustor to pay any portion of Beneficiary's federal, state and
local income tax.

       III.11 Assignment of Leases and Rents. All right, title, and interest of
Trustor in and to all present Leases affecting the Property and including and
together with any and all future Leases, written or oral, upon all or any part
of the Property and together with all of the rents, income, receipts, revenues,
issues, avails and profits from or due or arising out of the Property are hereby
transferred and assigned simultaneously herewith to Beneficiary as further
security for the payment of the Obligations. All future Leases affecting the
Property shall be submitted by Trustor to Beneficiary for its approval prior to
execution, which approval shall not be unreasonably withheld or delayed. Each
Lease, including all future Leases shall be subordinate to this Mortgage,
provided that, upon the request of the Trustor and the lessee under any such
Lease, Beneficiary shall enter into a Subordination, Nondisturbance and
Attornment Agreement (or similar agreement) with such lessee in form and
substance reasonably satisfactory to Beneficiary, pursuant to which (i)
Beneficiary will agree that so long as such Lease shall be in full force and
effect and such lessee is not in default thereunder, Beneficiary will not
disturb, pursuant to a foreclosure action or otherwise, such lessee's possession
under such Lease, and (ii) such lessee shall agree that if Beneficiary or any
future holder of this Mortgage shall become the owner of the Property by reason
of foreclosure of the Mortgage or otherwise, or if the Property shall be sold as
a result of any foreclosure action or deed in lieu thereof, then such lease
shall continue in full force and effect as a direct lease between such lessee
and the then owner of the Property. Although it is the intention of the parties
that the assignment contained in this Section shall be a present and absolute
assignment, it is expressly understood and agreed, anything to the contrary
notwithstanding, that Beneficiary shall not exercise any of the rights or powers
conferred upon it by this Section until an Event of Default shall occur under
this Mortgage. From time to time, Trustor shall furnish Beneficiary with
executed copies of each of the Leases and shall use commercially reasonable
efforts to furnish Beneficiary with estoppel letters from each tenant under each
of the Leases in a form satisfactory to Beneficiary within thirty (30) days
after Beneficiary's written demand.

       Following the occurrence of an Event of Default (a) Beneficiary shall
have the rights and powers as are provided herein, (b) this Mortgage shall
constitute a direction to each lessee under the Leases and each guarantor
thereof to pay all Rents directly to Beneficiary without proof of the Event


                                      -9-
<PAGE>

of Default, and (c) Beneficiary shall have the authority, as Trustor's
attorney-in-fact (such authority being coupled with an interest and
irrevocable), to sign the name of Trustor and to bind Trustor on all papers and
documents relating to the operation, leasing and maintenance of the Property.

       If Trustor, as lessor under any Lease, shall neglect or refuse to
perform, observe and keep all of the covenants, provisions and agreements
contained in such Lease, then Beneficiary may perform and comply with any such
Lease covenants, agreements and provisions. All costs and expenses incurred by
Beneficiary in complying with such covenants, agreements, and provisions shall
constitute Obligations and shall be payable upon demand with interest at the
Default Rate.

       Beneficiary shall not be obligated to perform or discharge any
obligation, duty or liability under any Lease, and Trustor shall and does hereby
agree, except to the extent of Beneficiary's gross negligence or willful
misconduct, to indemnify and hold Beneficiary harmless of and from any and all
liability, loss or damage which it may or might incur under any Lease or under
or by reason of their assignments and of and from any and all claims and demands
whatsoever which may be asserted against it by reason of all alleged obligations
or undertakings on its part to perform or discharge any of the terms, covenants
or agreements contained in such Lease. Should Beneficiary incur any such
liability, loss or damage under any Lease or under or by reason of its
assignment, or in the defense of any claims or demands, the amount thereof,
including costs, expenses and reasonable attorneys' fees, shall, subject to the
limitations set forth in Section 5.18 of this Mortgage, be secured hereby.
Trustor shall reimburse Beneficiary therefor immediately upon demand with
interest payable at the Default Rate.

       III.12 Releases. Without notice and without regard to the consideration
therefor, and to the existence at that time of any inferior liens, Beneficiary
may release from the lien created hereby all or any part of the Property, or
release from liability any person obligated to repay any Obligations, without
affecting the liability of any party to any of the Notes, this Mortgage, or any
of the other Loan Documents (including without limitation any guaranty given as
additional security) and without in any way affecting the priority of the lien
created hereby. Beneficiary may agree with any liable party to extend the time
for payment of any part or all of the Obligations. Such agreement shall not in
any way release or impair the lien created by this Mortgage or reduce or modify
the liability of any person or entity obligated personally to repay the
Obligations, but shall extend the lien created by this Mortgage as against the
title of all parties having any interest, subject to the Obligations in the
Property.

       III.13 Further Assurances. Trustor agrees that, upon request of
Beneficiary from time to time, it will, at Trustor's sole cost and expense,
execute, acknowledge and deliver all such additional instruments and further
assurances of title and will do or cause to be done all such further acts and
things as may reasonably be necessary to fully effectuate the intent of this
Mortgage, including without limitation, reimbursing Beneficiary for the
reasonable costs of appraisals of the Property, to the extent that Beneficiary
determines in good faith that such appraisals are required by any law or any
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law), or any interpretation thereof, including, without
limitation, the provisions of Title


                                      -10-
<PAGE>


XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
and any rules promulgated to implement such provisions. In the event that
Trustor shall fail to do any of the foregoing, Beneficiary may, in its sole
discretion, do so in the name of Trustor, and Trustor hereby appoints
Beneficiary as its attorney-in-fact to do any of the foregoing.

       III.14 Environmental Provisions.

       (a For the purposes of this Section the following terms shall have the
following meanings: (i) the term "Hazardous Material" shall mean any material or
substance that, whether by its nature or use, is now or hereafter defined as a
hazardous waste, hazardous substance, pollutant or contaminant under any
Environmental Requirement, or which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and
which is or contains petroleum, gasoline, diesel fuel or another petroleum
hydrocarbon product; (ii) the "Environmental Requirements" shall collectively
mean all applicable present and future laws, statutes, ordinances, rules,
regulations, orders, codes, licenses, permits, decrees, judgments, directives of
or by any Governmental Authority and relating to or addressing the protection of
the environment or human health; and (iii) the term "Governmental Authority"
shall mean the federal government, or any state or other political subdivision
thereof, or any agency, court or body of the federal government, any state or
other political subdivision thereof, exercising executive, legislative,
judicial, regulatory or administrative functions.

       (b Trustor hereby represents and warrants to Beneficiary that to the best
of Trustor's knowledge after commercially reasonable inquiry and except as
disclosed in writing to Beneficiary or as set forth on Schedule 10.19 to the
Credit Agreement: (i) no Hazardous Material is currently located at or has been
disposed of on, in, under or about the Property in material violation of any
Environmental Requirement; (ii) no releasing, emitting, leaching, discharging,
dumping or disposing of any Hazardous Material from the Property onto any other
property or from any other property onto or into the Property has occurred or is
occurring in material violation of any Environmental Requirement; (iii) no
notice of violation, lien, complaint, suit, order or other notice with respect
to the Property is presently outstanding under any Environmental Requirement
which, if not resolved, is reasonably likely to have a Material Adverse Effect
(as defined in the Credit Agreement); and (iv) the Property and the operation
thereof are in material compliance with all applicable Environmental
Requirements.

       (c Trustor shall comply, and shall use its best efforts to cause all
tenants or other lawful occupants of the Property to comply with all applicable
and material Environmental Requirements, and will not generate, store, handle,
process, dispose of or otherwise use, and will not grant permission to any
tenant or other occupant of the Property to generate, store, handle, process,
dispose of or otherwise use, Hazardous Materials at, in, on, or about the
Property in a manner that is reasonably likely to lead or potentially lead to
the imposition on Trustor, Beneficiary or the Property of any material liability
or lien of any nature whatsoever, based upon the assessed value of the Property,
or lien under any Environmental Requirement which is reasonably likely to have a
Material Adverse Effect. Trustor shall notify Beneficiary promptly in the event
of any spill or other


                                      -11-
<PAGE>


release of any Hazardous Material at, in, on, under or about the Property which
is required to be reported to a Governmental Authority under any Environmental
Requirement, will promptly forward to Beneficiary copies of any notices received
by Trustor relating to alleged violations of any Environmental Requirement and
will promptly pay when due or contest in good faith within the applicable time
periods any fine or assessment against Beneficiary, Trustor or the Property
relating to any Environmental Requirement. If at any time it is it is determined
that the operation or use of the Property by Trustor violates any applicable and
material Environmental Requirement or that there are Hazardous Materials located
at, in, on, under or about the Property in violation of any applicable
Environmental Requirement or that there are Hazardous Materials located at, in,
on, under or about the Property which, under any Environmental Requirement,
require special handling in collection, storage, treatment or disposal, or any
other form of cleanup or corrective action, Trustor shall, within thirty (30)
days after receipt of notice thereof from any Governmental Authority or from
Beneficiary, take, at Trustor's sole cost and expense, such actions as may be
necessary to fully comply in all material respects with all applicable
Environmental Requirements or contest in good faith the requirement to take such
actions, provided, however, that if such compliance cannot reasonably be
completed within such thirty (30) day period, Trustor shall thereafter
diligently and expeditiously proceed to fully comply with or contest in good
faith in a timely fashion all Environmental Requirements.

       (d If Trustor fails to timely take or contest, or to diligently and
expeditiously proceed to complete in a timely fashion, any such action described
in subsection (c) above, Beneficiary may, in its reasonable discretion, make
advances or payments toward the performance or satisfaction of any activities
required pursuant to any Environmental Requirement, but shall in no event be
under any obligation to do so. All sums so advanced and paid by Beneficiary
(including, without limitation, reasonable counsel and consultant fees and
expenses, investigation and laboratory fees and expenses, and fines or other
penalty payments) and all sums advanced or paid in connection with any judicial
or administrative investigation or proceeding relating thereto, will
immediately, upon demand, become due and payable from Trustor and shall bear
interest at the Default Rate from the date any such sums are so advanced or paid
by Beneficiary until the date any such sums are repaid by Trustor to
Beneficiary. Trustor will execute and deliver, promptly upon request, such
instruments as Beneficiary may reasonably deem necessary to permit Beneficiary
to take any such action, and such additional notes and mortgages, as Beneficiary
may require to secure all sums so advanced or paid by Beneficiary. If a lien is
filed against the Property by any Governmental Authority resulting from the need
to expend or the actual expending of monies arising from an action or omission,
whether intentional or unintentional, of Trustor or for which Trustor is
responsible, resulting in the releasing, spilling, leaking, leaching, pumping,
emitting, pouring, emptying or dumping of any Hazardous Material into the waters
or onto land located within or without the State where the Property is located,
then Trustor will, within thirty (30) days from the date that Trustor receives
notice that such lien has been placed against the Property (or within such
shorter period of time as may be specified by Beneficiary if such Governmental
Authority has commenced steps to cause the Property to be sold pursuant to such
lien), either (a) pay (or otherwise satisfy) the claim and remove the lien; or
(b) contest such lien in good faith; or (c) furnish a cash deposit, bond, or
such

                                      -12-
<PAGE>


other security with respect thereto as is satisfactory in all respects to
Beneficiary and is sufficient to effect a complete discharge of such lien on the
Property.

       (e Beneficiary may, at its option, at intervals of not less than one
year, or more frequently, if Beneficiary reasonably believes that a Hazardous
Material or other environmental condition violates or threatens to violate any
Environmental Requirement, cause an environmental audit of the Property or
portions thereof to be conducted to evaluate Trustor's compliance with the
provisions of this Section, and Trustor shall cooperate in all reasonable ways
with Beneficiary in connection with any such audit. If such audit discloses that
a violation of an Environmental Requirement exists or if such audit was required
or prescribed by law, regulation or governmental or quasi-governmental
authority, Trustor shall pay all costs and expenses incurred in connection with
such audit; otherwise, the costs and expenses of such audit shall,
notwithstanding anything to the contrary set forth in this Section, be paid by
Beneficiary.

       (f Except for: (a) any Claims (as hereinafter defined) arising as a
result of the gross negligence of wilful misconduct of Beneficiary during the
term of this Mortgage; or (b) any Claims arising as a result of any acts of
Beneficiary or its successors and assigns or the occurrence of any acts by any
third parties after Beneficiary or its successor and assigns take possession of
the Property, in the event Beneficiary takes possession of the Property after an
Event of Default, Trustor will defend, indemnify, and hold harmless Beneficiary,
and its employees, agents, officers, and directors, from and against any and all
claims, demands, penalties, causes of action, fines, liabilities, settlements,
damages, costs, or expenses of whatever kind or nature, known or unknown,
foreseen or unforeseen, contingent or otherwise, including, without limitation,
reasonable counsel and consultant fees and expenses, investigation and
laboratory fees and expenses, court costs, and litigation expenses (all of the
foregoing collectively for purposes of this Section the "Claims"), arising out
of, or in any way related to: (i) any breach by Trustor of any of the provisions
of this Section; (ii) the presence, disposal, spillage, discharge, emission,
leakage, release, or threatened release of any Hazardous Material which is at,
in, on, under, about, from or affecting the Property, including, without
limitation, any damage or injury resulting from any such Hazardous Material to
or affecting the Property or the soil, water, air, vegetation, buildings,
personal property, persons or animals located on the Property, or in any other
property or otherwise; (iii) any personal injury (including wrongful death) or
property damage (real or personal) arising out of or related to any such
Hazardous Material; (iv) any lawsuit brought or threatened, settlement reached,
or order or directive of or by any Governmental Authority relating to such
Hazardous Material; or (v) any violation of any Environmental Requirement or any
policy or requirement of Beneficiary hereunder. The aforesaid indemnification
shall, notwithstanding any exculpatory or other provision of any other document
or instrument now or hereafter executed and delivered in connection with the
loan evidenced by the Notes and secured by this Mortgage, constitute the
personal recourse undertakings, obligations and liabilities of Trustor, and
shall survive the foreclosure or satisfaction of this Mortgage and the discharge
of Trustor's other Obligations hereunder.


                                       IV

                                      -13-
<PAGE>

                          EVENT OF DEFAULT AND REMEDIES


       IV.1 Event of Default. Each of the following shall constitute an event of
default ("Event of Default") under this Mortgage:

       (a) The occurrence of an "Event of Default" as such term is defined in
the Credit Agreement (including, if applicable, the expiration of any grace
period provided therein); or

       (b) Failure of Trustor to perform or observe any other covenant,
agreement, representation, warranty or other provision contained in this
Mortgage within thirty (30) days after written notice of the default from
Beneficiary to Trustor.

       IV.2 Acceleration upon Default, Additional Remedies. If an Event of
Default occurs, Beneficiary may declare the Obligations secured hereby to be due
and payable and the same shall thereupon become due and payable without any
presentment, demand, protest or notice of any kind. Thereafter, Beneficiary may:

       (a) Either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court and without regard to the
adequacy of its security, enter upon and take possession of the Property, or any
part thereof, in its own name or in the name of Trustee, and do any acts which
it deems necessary or desirable to preserve the value, marketability or
rentability of the Property, or part thereof or interest therein, increase the
income therefrom or protect the security hereof and, with or without taking
possession of the Property, sue for or otherwise collect the rents, issues and
profits therefrom, including those past due and unpaid, and apply the same, less
costs and expenses of operation and collection including attorney's fees, upon
any indebtedness secured hereby, all in such order as Beneficiary may determine.
The entering upon and taking possession of the Property, the collection of such
rents, issues and profits and the application thereof as aforesaid, shall not
cure or waive any default or notice of default hereunder or invalidate any act
done in response to such default or pursuant to such notice of default and,
notwithstanding the continuance in possession of the Property or the collection,
receipt and application of rents, issues or profits, Trustee or Beneficiary
shall be entitled to exercise every right provided for in any of the Loan
Documents or by law upon occurrence of any event of default, including the right
to exercise the power of sale.

       (b) Commence an action to foreclose this Mortgage as a mortgage, appoint
a receiver or specifically enforce any of the covenants hereof;

       (c) Deliver to Trustee a written declaration of default and demand for
sale, and a written notice of default and election to cause Trustor's interest
in the Property to be sold, which notice Trustee shall cause to be duly filed
for record in the appropriate offices of the County in which the Property is
located; or



                                      -14-
<PAGE>

       (d) Exercise any and all remedies permitted by the Nebraska Uniform
Commercial Code.

       IV.3 Foreclosure by Power of Sale. If Beneficiary elects to foreclose by
exercise of the Power of Sale herein contained, Beneficiary shall notify Trustee
and shall deposit with Trustee this Mortgage and the Loan Documents and such
receipts and evidence of expenditures made and secured hereby as Trustee may
require.

       (a) Upon receipt of such notice from Beneficiary, Trustee shall cause to
be recorded, published and delivered to Trustor such Notice of Default and
Notice of Sale as then required by law and by this Deed of Trust. Trustee shall,
without demand on Trustor, after such time as may then be required by law and
after recordation of such Notice of Default and after Notice of Sale having been
given as required by law, sell the Property at the time and place of sale fixed
by it in such Notice of Sale, either as a whole, or in separate lots or parcels
or items as Trustee shall deem expedient, and in such order as it may determine,
at public auction to the highest bidder for cash in lawful money of the United
States payable at the time of sale. Trustee shall deliver to such purchaser or
purchasers thereof its good and sufficient deed or deeds conveying the property
so sold, but without any covenant or warranty, express or implied. The recitals
in such deed of any matters or facts shall be conclusive proof of the
truthfulness thereof. Any person, including, without limitation, Trustor,
Trustee or Beneficiary, may purchase at such sale.

       (b) As may be permitted by law, after deducting all costs, fees and
expenses of Trustee and of this Trust, including costs of evidence of title in
connection with sale, Trustee shall apply the proceeds of sale to payment of (i)
all sums expended under the terms hereof or under the terms of the Loan
Documents, not then repaid, including, but not limited to accrued interest and
late charges, (ii) all other sums then secured hereby, and (iii) the remainder,
if any, to the person or persons legally entitled thereto.

       (c) Trustee may in the manner provided by law, postpone sale of all or
any portion of the Property.

       IV.4 Beneficiary's Other Rights. Beneficiary shall have the right to take
such other steps to protect and enforce its rights, whether by action, suit or
proceeding at law or in equity for the specific performance of any covenant,
condition or agreement contained in this Mortgage, or in aid of the execution of
any power granted in this Mortgage, or for any foreclosure hereunder, or for the
enforcement of any other appropriate legal or equitable remedy or otherwise as
Beneficiary and/or the Trustees shall elect.

       IV.5 Application of the Rents or Proceeds from Foreclosure or Sale. In
any foreclosure of this Mortgage by judicial action, or any sale of the Property
under the power of sale herein granted, the proceeds of such foreclosure
proceeding and/or sale and/or the Rents paid to Beneficiary shall, to the extent
permitted by law, be applied as follows:



                                      -15-
<PAGE>

       First: to the ratable payment of the costs and expenses of such sale,
including reasonable compensation to Beneficiary, its agents and attorneys, and
of any judicial or private proceedings in which such sale may be made, and,
subject to the limitations set forth in Section 5.18 of this Mortgage, of all
other expenses, liabilities and advances made or incurred by Beneficiary and its
agents and attorneys under this Mortgage, and the Guaranty, together with
interest at the Default Rate on such costs, expenses and liabilities and on all
advances made by Beneficiary from the date any such cost, expense or liability
is due, owing or unpaid or any such advance is made, in each case until paid in
full.

       Second: to the payment of the Obligations, subject to the limitations set
forth in Section 5.18 of this Mortgage.

       Third: the surplus, if any, to be paid to whomever may be lawfully
entitled to receive such surplus.

       IV.6 Cumulative Remedies; Delay or Omission Not a Waiver. Each remedy or
right of Beneficiary shall not be exclusive of, but shall be in addition to,
every other remedy or right now or hereafter existing at law or in equity. No
delay in the exercise or omission to exercise any remedy or right accruing on
the occurrence or existence of any Event of Default under the Credit Agreement
shall impair any such remedy or right or be construed to be a waiver of any such
Event of Default or acquiescence therein, nor shall it affect any subsequent
Event of Default of the same or different nature. Every such remedy or right may
be exercised concurrently or independently and when and as often as may be
deemed expedient by Beneficiary.

       IV.7 Beneficiary's Remedies Against Multiple Parcels. The Obligations
hereby secured are also secured by other properties, lots or parcels covered by
other mortgages or deeds of trust ("Other Mortgages") within and/or outside the
State. If this Mortgage or any of the Other Mortgages is foreclosed upon, or if
judgment is entered upon any Obligations secured hereby, or if Beneficiary
exercises its power of sale, execution may be made upon or Beneficiary may
exercise its power of sale against any one or more of the properties, lots or
parcels and not upon the others, or upon all of such properties or parcels,
either together or separately, and at different times or at the same time, and
execution sales or sales under the power of sale herein granted may likewise be
conducted separately or concurrently, in each case at the election of
Beneficiary. No event of enforcement taking place in any state other than the
State shall (and no failure to prosecute any such other enforcement) in any way
stay, preclude or bar enforcement of this Mortgage and Beneficiary may pursue
any or all of Beneficiary's rights and remedies under this Mortgage to the
maximum extent permitted by State law until the Obligations are paid and
discharged in full.

       IV.8 No Merger. In the event of a foreclosure of this Mortgage, the
Obligations then due Beneficiary shall not be merged into any decree of
foreclosure entered by the court, and Beneficiary may concurrently or
subsequently seek to foreclose one or more mortgages or deeds of trust which
also secure said Obligations.

                                      -16-
<PAGE>

       IV.9 Insurance Upon Foreclosure. In case of an insured loss after
foreclosure proceedings have been instituted, the proceeds of any insurance
policy or policies, if not applied in Restoring the Property shall be used to
pay the amount due in accordance with any decree of foreclosure that may be
entered in any such proceedings, and the balance, if any, shall be paid as the
court may direct. In case of the foreclosure of this Mortgage, the court in its
judgment may provide that the judgment creditor may cause a new or additional
loss clause to be attached to each of said policies making the loss thereunder
payable to said judgment creditor; and any such foreclosure judgment may further
provide. In the event of foreclosure sale, Beneficiary is hereby authorized, but
not required, without the consent of Trustor, to assign or cause a receiver to
assign any and all insurance policies to the purchaser at the sale, or to take
such other action as Beneficiary may deem advisable, to cause the interest of
such purchaser to be protected by any of the said insurance policies.

       IV.10 Waiver of Statutory Rights. Trustor shall not apply for or avail
itself of any appraisement, valuation, redemption, stay, extension, or exemption
laws, or any so-called "moratorium laws," now existing or hereafter enacted, in
order to prevent or hinder the enforcement or foreclosure of this Mortgage, and
Trustor hereby waives the benefit of such laws (to the extent permitted by
applicable law). Trustor, for itself and all who may claim through or under it,
waives any and all rights to have the Property and estates comprising the
Property marshalled upon any foreclosure of the lien of this Mortgage, and
agrees that any court having jurisdiction to foreclose such lien may order the
Property sold in its entirety. Trustor further waives any and all rights of
redemption from foreclosure and from sale under any order or decree of
foreclosure of the lien created by this Mortgage, for itself and on behalf of:
(i) any trust estate of which the Premises are a part, all beneficially
interested persons; (ii) each and every person acquiring any interest in the
Property or title to the Premises subsequent to the date of this Mortgage; and
(iii) all other persons to the extent permitted by the provisions of laws of the
State in which the Premises are located.


                                        V

                                  MISCELLANEOUS


       V.1 Notices. Any notice that Beneficiary or Trustor may desire or be
required to give to the other shall be in writing and shall be mailed or
delivered in the manner set forth in the Credit Agreement.

       V.2 Time of Essence. Time is of the essence of this Mortgage.

       V.3 Covenants Run with Land. All of the covenants of this Mortgage shall
run with the land constituting the Premises.

                                      -17-
<PAGE>

       V.4 GOVERNING LAW. THIS MORTGAGE SHALL BE CONSTRUED AND ENFORCED
ACCORDING TO THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REFERENCE TO CONFLICTS
OF LAWS PROVISIONS THEREOF) PROVIDED, HOWEVER, THAT MATTERS OF CREATION,
PERFECTION, PRIORITY OR ENFORCEABILITY OF ANY AND ALL RIGHTS AND REMEDIES
PROVIDED FOR HEREIN SHALL BE GOVERNED BY THE LAWS OF THE NEBRASKA. TO THE EXTENT
THAT THIS MORTGAGE MAY OPERATE AS A SECURITY AGREEMENT UNDER THE CODE,
BENEFICIARY SHALL HAVE ALL RIGHTS AND REMEDIES CONFERRED THEREIN FOR THE BENEFIT
OF A SECURED PARTY AS SUCH TERM IS DEFINED IN THE CODE.

       V.5 Rights and Remedies Cumulative. All rights and remedies in this
Mortgage are cumulative. The holder of the Guaranty and of every other
obligation secured hereby may recover judgment, issue execution therefor, and
resort to every other right or remedy available at law or in equity, without
first exhausting and without affecting or impairing the security of any right or
remedy.

       V.6 Severability. If any provision of this Mortgage, or any paragraph,
sentence, clause, phrase, or word, or their application, in any circumstance, is
held invalid, the validity of the remainder of this Mortgage shall be construed
as if such invalid part were never included.

       V.7 Non-Waiver. Unless expressly provided in this Mortgage to the
contrary, no consent or waiver, express or implied, by any party, to or of any
breach or default by any other party shall be deemed a consent to or waiver of
the performance by such defaulting party of any other obligations or the
performance by any other party of the same, or of any other, obligations.

       V.8 Headings. The headings of sections and paragraphs in this Mortgage
are for convenience or reference only and shall not be construed in any way to
limit or define the content, scope, or intent of the provisions.

       V.9 Grammar. As used in this Mortgage, the singular shall include the
plural, and masculine, feminine, and neuter pronouns shall be fully
interchangeable, where the context so requires.

       V.10 Deed in Trust. If title to the Property or any part thereof is now
or hereafter becomes vested in a trustee, any prohibition or restriction against
the creation of any lien on the Property shall be construed as a similar
prohibition or restriction against the creation of any lien on or security
interest in the beneficial interest of such trust.

       V.11 Successors and Assigns. This Mortgage shall be binding upon Trustor,
its successors, assigns, legal representatives, and all other persons or
entities claiming under or through Trustor. The word "Beneficiary", when used
herein, shall include First Source Financial, LLP, in its capacity as
Administrative Agent and as Agent for the Lenders together with its successors,


                                      -18-
<PAGE>

assigns and legal representatives. "Trustor", when used herein, shall include
all such persons and entities and any others liable for the payment of the
Obligations, or any part thereof, whether or not they have executed the notes or
this Mortgage.

       V.12 Beneficiary in Possession. Nothing contained in this Mortgage shall
be construed as constituting Beneficiary a Beneficiary in possession in the
absence of the actual taking of possession of the Property.

       V.13 Compliance with Applicable Law. Anything elsewhere herein contained
to the contrary notwithstanding,

              (a) in the event that any provision in this Mortgage shall be
       inconsistent with any provision of applicable law, the provisions of
       applicable law shall take precedence over the provisions of this
       Mortgage, but shall not invalidate or render unenforceable any other
       provision of this Mortgage that can be construed in a manner consistent
       with applicable law; and

              (b) if any provision of this Mortgage shall grant to Beneficiary
       any rights or remedies upon default of Trustor which are more limited
       than the rights that would otherwise be vested in Beneficiary under
       applicable law in the absence of said provision, Beneficiary shall be
       vested with the rights granted under applicable law to the full extent
       permitted by law.

       V.14 Incorporation of Credit Agreement. The terms of the Credit Agreement
are incorporated by reference herein as though set forth in full detail. In the
event of any conflict between the terms and provisions of this Mortgage and any
other Loan Document, the terms and provisions of such other Loan Document shall
control.

       V.15 Security Agreement. This Mortgage is hereby deemed to be as well a
Security Agreement for the purpose of creating hereby a security interest
securing the indebtedness secured hereby in and to the Personal Property.
Without derogating any of the provisions of this Mortgage, Trustor by this
Mortgage:

              (a) grants to Beneficiary a security interest in all of Trustor's
       right, title and interest in and to all Personal Property, including, but
       not limited to, the items referred to above, together with all additions,
       accessions and substitutions and all similar property hereafter acquired
       and used or obtained for use on, or in connection with the Property. The
       Personal Property and all proceeds thereof are intended to be secured
       hereby; however, such intent shall never constitute an express or implied
       consent on the part of Beneficiary to the sale of any or all Personal
       Property;



                                      -19-
<PAGE>

              (b) agrees that, subject to the limitations contained in Section
       5.18 of this Mortgage, the security interest hereby granted by this
       Mortgage shall secure the payment of the Obligations;

              (c) agrees not to sell, convey, Mortgage or grant a security
       interest in, or otherwise dispose of or encumber, any of the Personal
       Property or any of the Beneficiary's right, title or interest therein
       except as permitted by the Credit Agreement without first securing
       Beneficiary's written consent;

              (d) agrees that upon or after the occurrence of any Event of
       Default under this Mortgage, Beneficiary shall have all rights and
       remedies granted by law and more particularly the Code, including, but
       not limited to, the right to take possession of the Personal Property,
       and for this purpose may enter upon any premises on which any or all of
       the Personal Property is situated without being deemed guilty of trespass
       and without liability for damages thereby occasioned (except for damages
       caused by Beneficiary's gross negligence or wilful misconduct), and take
       possession of and operate said Personal Property or remove it therefrom.
       Beneficiary shall have the further right to take any action it deems
       necessary, appropriate or desirable, at its option and in its discretion,
       to repair, refurbish or otherwise prepare the Personal Property for sale,
       lease or other use or disposition, and to sell at public or private sales
       or otherwise dispose of, lease or utilize the Personal Property and any
       part thereof in any manner authorized or permitted by law and to apply
       the proceeds thereof, subject to the limitations set forth in Section
       5.18 of this Mortgage, toward payment of any costs and expenses, to the
       extent permitted by law, thereby incurred by Beneficiary and, subject to
       the limitations set forth in Section 5.18 of this Mortgage, toward
       payment of the Obligations and all other indebtedness described in this
       Mortgage, in such order and manner as is provided in Section 4.05 hereof.
       To the extent permitted by law, and only to the extent Trustor has waived
       any of the following under that certain Security Agreement of even date
       herewith by and between Trustor and Beneficiary ("Security Agreement"),
       Trustor expressly waives any notice of sale or other disposition of the
       Personal Property and any other rights or remedies of a debtor or
       formalities prescribed by law relative to a sale or disposition of the
       Personal Property or to exercise any other right or remedy existing after
       default hereunder; and to the extent any notice is required and cannot be
       waived, Trustor agrees that if such notice is deposited for mailing,
       postage prepaid, certified mail or registered mail, return receipt
       requested, to Trustor at the address designated in the first page of this
       Mortgage at least fifteen (15) days before the time of sale or
       disposition, such notice shall be deemed reasonable and shall fully
       satisfy any requirements for giving of said notice; provided that if
       Trustor has furnished Beneficiary with notice of a change of address in
       accordance with Section 5.01, then any such notice shall not be
       reasonable unless sent to the new address;

              (e) agrees, to the extent permitted by law and without limiting
       any rights and privileges herein granted to Beneficiary, that Beneficiary
       may dispose of any or all of the Personal Property at the same time and
       place upon giving the same notice provided


                                      -20-
<PAGE>


       for in this Mortgage, and in the same manner as the non-judicial
       foreclosure sale provided under the terms and conditions of this
       Mortgage; and

              (f) authorizes Beneficiary to file, in the jurisdiction where this
       Mortgage will be given effect, financing statements including renewal or
       confirmation thereof, covering the Personal Property; and at the request
       of Beneficiary, Trustor will join Beneficiary in executing one or more
       such financing statement including renewal or confirmation thereof,
       pursuant to the Code in a form reasonably satisfactory to Beneficiary,
       and will pay the cost of filing the same in all public offices at any
       time and from time to time wherever Beneficiary deems filing or recording
       of any financing statements including renewal or confirmation thereof or
       of this instrument to be desirable or necessary.

       V.16 Additional Provisions. The following provisions shall also
constitute an integral part of this Mortgage. Furthermore, in the event that any
prior provisions of this Mortgage conflict with the following provisions of this
Section, the provisions of this Section shall control and shall be deemed a
modification of or amendment to the section or provision at issue:

              (a) Payment of Taxes and Fees. Trustor agrees to pay all transfer
       taxes, recordation taxes, recording fees, and any other fees required by
       or imposed by the State or the county in which the Property is located in
       order to record this Mortgage in the Land Records of Adams County.

              (b) No Assumption of Obligations. In the event of a foreclosure of
       the Property, Beneficiary shall not assume any liability of Trustor for
       Trustor's violation of any environmental laws, statutes, codes,
       regulations, or practices and Trustor's indemnifications as contained
       herein and in the Credit Agreement shall survive said foreclosure.

              (c) Expenses of Enforcement; Waiver. Trustor agrees to bear and
       pay all reasonable expenses (including reasonable attorney fees and
       appellate attorney fees), of or incidental to the enforcement of any
       provision hereof, or the enforcement, compromise, or settlement of this
       Mortgage or the Obligations, and for the curing thereof, or for defending
       or asserting the rights and claims of Beneficiary in respect thereof, by
       litigation or otherwise. All rights and remedies of Beneficiary shall be
       cumulative and may be exercised singly or concurrently. Notwithstanding
       anything herein contained to the contrary, Trustor to the extent
       permitted by applicable law: (i) hereby waives trial by jury; (ii) will
       not (a) at any time insist upon, or plead, or in any manner whatever
       claim or take any benefit or advantage of any stay or execution or
       moratorium law, any exemption for execution of sale of the Property or
       any part thereof, wherever enacted, now or at any time hereafter
       enforced, which may affect the covenants and terms of performance of this
       Mortgage, nor (b) claim, take or insist upon any benefit or advantage of
       any law now or hereafter enforced providing for the evaluation or
       appraisal of the Property, or any part


                                      -21-
<PAGE>


       thereof, prior to any sale or sales thereof which may be made pursuant to
       any provision herein, or pursuant to the decree, judgment or order of any
       court of competent jurisdiction, nor (c) after any such sale or sales,
       claim, or exercise any right under any statute heretofore or hereafter
       enacted to redeem the property so sold or any part thereof; (iii) hereby
       expressly waives all benefit or advantage of any such law or laws
       including but not limited to a waiver of the equity of redemption,
       statutory right of redemption, and any other statutory or common law
       right of redemption, homestead, dower, marital share and all other
       exemptions; and (iv) covenants not to hinder, delay or impede the
       execution of any power herein granted or delegated to Beneficiary, but to
       suffer and permit the execution of every power as though no such laws or
       laws had been made or enacted. Trustor, for itself and all who may claim
       under it, waives, to the extent that it lawfully may, all right to have
       the Property marshalled upon any foreclosure hereof.

       V.17 Intentionally Deleted.

       V.18 Reduction of Secured Amount. The secured amount of the Obligations
shall be reduced only by the last and final sums that the Trustor repays with
respect to the Obligations and shall not be reduced by any intervening
repayments of any of the Obligations by the Trustor. As of the date hereof, the
total amount of the Obligations exceeds the secured amount, so that the secured
amount represents only a portion of the Obligations actually outstanding and due
to Beneficiary.

       V.19 Application of Payments and Repayments. So long as the balance of
the Obligations exceeds the secured amount, any payments and repayments of the
Obligations by Trustor shall not be deemed to be applied against, or to reduce,
the portion of the Obligations secured by this Mortgage. Such payments shall
instead be deemed to reduce only such portions of the Obligations as are secured
by mortgages encumbering real property located outside the State of Nebraska,
which mortgages secure the entire Obligations (except to the extent, if any,
that specific mortgages in such states contain specific limitations on the
amount secured).

                       [Signature and Notary Page Follows]


                                      -22-
<PAGE>

       IN WITNESS WHEREOF, Trustor has duly signed and delivered this Mortgage
as of the date first above written.

                                   TRUSTOR:

                                   GIBRALTAR PACKAGING GROUP, INC.
                                   D/B/A GREAT PLAINS PACKAGING, INC.,
                                   a Delaware corporation


                                   By: /s/ John W. Lloyd
                                       ---------------------------------
                                   Printed:
                                           -----------------------------
                                   Its: Secretary
                                       ---------------------------------
                                   Secretary