THIS INSTRUMENT WAS PREPARED BY:

PAULA MCDONALD RHODES, ESQUIRE
CARLTON, FIELDS, WARD, EMMANUEL,
         SMITH & CUTLER, P.A.
P.O. BOX 3239
TAMPA, FLORIDA  33601




                     JUNIOR MORTGAGE AND SECURITY AGREEMENT

         THIS JUNIOR MORTGAGE AND SECURITY AGREEMENT ("JUNIOR MORTGAGE"), is
made effective as of June 23, 1997, from ATLANTIC GULF COMMUNITIES CORPORATION,
a Delaware corporation (the "COMPANY"), ENVIRONMENTAL QUALITY LABORATORY,
INCORPORATED, a Florida corporation ("EQ LAB"), GENERAL DEVELOPMENT UTILITIES,
INC., a Florida corporation ("GDU"), FIVE STAR HOMES, INC., a Florida
corporation ("FIVE STAR") and ATLANTIC GULF OF TAMPA, INC., a Florida
corporation ("AG TAMPA"), each having an office at 2601 South Bayshore Drive,
Miami, Florida 33133, (the Company, EQ Lab, GDU, Five Star and AG Tampa being
referred to collectively as the "MORTGAGORS" and individually each a
"MORTGAGOR"), to FOOTHILL CAPITAL CORPORATION, a California corporation, and its
successors and assigns, having an office at 60 State Street, Suite 1150, Boston,
Massachusetts 02190 ("MORTGAGEE"), as collateral agent for AP-AGC, LLC, a
Delaware limited liability company ("OBLIGEE").

THIS JUNIOR MORTGAGE IS BEING EXECUTED IN FOURTEEN (14) COUNTERPARTS FOR
RECORDATION IN THE FLORIDA COUNTIES OF BREVARD, BROWARD, CHARLOTTE, CITRUS,
DESOTO, GLADES, HENDRY, HILLSBOROUGH, INDIAN RIVER, LEE, MARION, PALM BEACH, ST.
LUCIE AND SARASOTA, AND IS ONE OF SEVERAL MORTGAGES SECURING THE OBLIGATIONS
SECURED HEREBY, WHICH SECURED OBLIGATIONS ARE THE JOINT AND SEVERAL PRIMARY
OBLIGATIONS OF THE MORTGAGORS HEREUNDER AND UNDER THAT CERTAIN MORTGAGE AND
SECURITY AGREEMENT GIVEN BY WEST BAY CLUB DEVELOPMENT CORPORATION, IN FAVOR OF
THE BANK OF NEW YORK, AS COLLATERAL AGENT FOR OBLIGEE ("SP AGENT"), BEING
RECORDED CONTEMPORANEOUSLY HEREWITH IN LEE COUNTY, FLORIDA ("COMPANION
MORTGAGE"). DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $87,500.00 DUE ON THE
OBLIGATIONS SECURED HEREBY AND BY THE COMPANION MORTGAGE ARE BEING PAID UPON
RECORDATION OF THE COMPANION MORTGAGE IN LEE COUNTY, FLORIDA, UNDER CLERK'S FILE
NO._______________. NO INTANGIBLE PERSONAL PROPERTY TAXES ARE DUE UPON
RECORDATION OF THIS MORTGAGE OR THE COMPANION MORTGAGE AS THE OBLIGATIONS
SECURED HEREBY AND THEREBY ARE CONTINGENT IN NATURE.



<PAGE>

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Company owns the parcels of real property described in
EXHIBIT A-1 attached hereto and hereby made a part hereof (the "COMPANY LAND"),
Five Star owns the parcels of real property described in EXHIBIT A-2 attached
hereto and hereby made a part hereof ("FIVE STAR LAND"), GDU owns the parcels of
real property described in EXHIBIT A-3 attached hereto and hereby made a part
hereof ("GDU LAND"), EQ Lab owns the parcels of real property described in
EXHIBIT A-4 attached hereto and hereby made a part hereof ("EQ LAB LAND"), and
AG Tampa owns the parcels of real property described in EXHIBIT A-5 attached
hereto and hereby made a part hereof (the "AG TAMPA LAND" and, together with the
Company Land, the Five Star Land, the GDU Land, and the EQ Lab Land, the
"LAND"), together with, in each case, all buildings and improvements presently
located thereon;

         WHEREAS, pursuant to that certain Investment Agreement dated as of
February 7, 1997, amended as of March 20, 1997, and amended and restated as of
May 15, 1997 (together with any and all modifications, amendments, replacements,
renewals and extensions thereof, the "INVESTMENT AGREEMENT") among Obligee, the
Company and the subsidiaries of the Company, Obligee has agreed to purchase up
to $25,000,000 in the aggregate of preferred stock to be issued by the Company;

         WHEREAS, Obligee, the Company, and the other Mortgagors, among others,
are parties to that certain Secured Agreement dated February 7, 1997, and
amended and restated as of May 15, 1997 (together with any and all
modifications, amendments, replacements, renewals and extensions thereof, the
"SECURED AGREEMENT");

         WHEREAS, all capitalized terms used herein and not otherwise defined
shall have the meaning given such terms in the Secured Agreement;

         WHEREAS, pursuant to the Secured Agreement and the Investment
Agreement, the Company, the Mortgagors, and the other subsidiaries of the
Company have executed and delivered to the Obligee that certain Secured Evidence
of Joint and Several Repurchase Obligations (together with any and all
additions, modifications, amendments, renewals, extensions thereof, the
"INSTRUMENT"), evidencing (a) after the issuance of the Preferred Stock, the
joint and several obligations of the Company, the Mortgagors and other
subsidiaries of the Company pursuant to Section 8 of the Certificate of
Designation to repurchase Preferred Stock on the happening of certain conditions
set forth in the Certificate of Designation at a repurchase price equal to the
Liquidation Preference in respect thereof, as defined in the Certificate of
Designation, consisting of, at any time, $10.00 per share of Preferred Stock,
plus accumulated and unpaid dividends thereon through the date of such
determination, whether or not funds are legally available therefor, the
aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred
Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000,
plus accumulated and unpaid dividends, and (b) after the occurrence of an Event
of Default, as defined in the Certificate of Designation, the joint and several
obligations of the Company, Mortgagors and other subsidiaries of the Company to
indemnify Obligee from and against any and all losses, claims, damages, expenses
(including reasonable fees, disbursements and other charges of counsel) or other
liabilities resulting from any breach of any covenant, agreement, representation
or warranty


                                        2

<PAGE>


of the Company in this Junior Mortgage or in any other Secured Instrument
Document pursuant to Section 7.2 of the Investment Agreement (collectively, the
"OBLIGATIONS");

         WHEREAS, it is a condition precedent to Obligee making the investment
contemplated by the Investment Agreement that the Mortgagors provide, as
collateral security for the payment of the Obligations, a junior mortgage lien
upon the Mortgaged Property (as such term is hereinafter defined) subject only
to the lien of the Senior Mortgages, as defined in Article 41 hereof.

         NOW, THEREFORE, in order to induce Obligee to make the investment
contemplated by the Investment Agreement and for the purpose of securing payment
of the Secured Obligations, Mortgagors hereby agree as follows:

         TO SECURE,

            a. the Obligations, whether or not from time to time decreased or
extinguished and later increased, created or incurred and all or any portion of
such obligations that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Obligee or Mortgagee as a
preference, fraudulent transfer or otherwise,

            b. all obligations of every nature (whether of payment, of
performance or otherwise) of the Mortgagors and other subsidiaries of the
Company from time to time owed to Obligee or Mortgagee or either of them under
the Secured Agreement or any other Secured Instrument Document other than any
Subsidiary Guaranty, whether for principal, interest (including interest
accruing after the commencement of a bankruptcy case, whether or not enforceable
in such case), repurchase or redemption obligations, dividend obligations, fees,
costs, expenses, indemnification liabilities or other obligations, of whatsoever
nature and whether now or hereafter made, incurred or created, whether absolute
or contingent, liquidated or unliquidated, regardless of class, whether due or
not due, and however arising,

            c. all future or additional advances as described in Article 39
of this Junior Mortgage as and when the same shall be made with the same force
and effect as if such future or additional advances had been made on the date
hereof, and

            d. any amounts advanced by Mortgagee pursuant to paragraph 17 or
any other paragraph of this Junior Mortgage 

(the foregoing being hereinafter collectively referred to as the "SECURED
OBLIGATIONS"), Mortgagors hereby convey, grant, assign, transfer, mortgage and
set over to Mortgagee, all of Mortgagors' right, title and interest in and to
the following (collectively, the "MORTGAGED PROPERTY"):

         The Land;

         TOGETHER with the right, title and interest if any of Mortgagors, now
owned or hereafter acquired, in and to the streets, the land lying in the bed of
any streets, roads or


                                        3
<PAGE>


avenues, opened or proposed, in front of, adjoining, or abutting the Land to the
center line thereof and strips and gores within or adjoining the Land, the air
space and right to use said air space above the Land, all rights of way,
privileges, liberties, hereditaments, all easements or rights-of-way now or
hereafter affecting the Land, all royalties and all rights appertaining to the
use and enjoyment of said Land, including, without limitation, all alley, vault,
drainage, mineral, water, oil and gas rights;

         TOGETHER with the buildings, structures and improvements now or
hereafter erected or located on the Land (the "IMPROVEMENTS") (the Land,
together with the Improvements are hereinafter collectively called the "REAL
ESTATE");

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

         TOGETHER with all of the fixtures of every kind and nature whatsoever
currently owned or hereafter acquired by Mortgagors, and all appurtenances and
additions thereto and substitutions or replacements thereof, now or hereafter
attached to, the Real Estate (said fixtures of every kind and nature whatsoever,
and all appurtenances thereof, are hereinafter collectively referred to as the
"FIXTURES"), including, but without limiting the generality of the foregoing,
all plumbing, ventilating, air conditioning and air-cooling apparatus,
refrigerating, incinerating, and escalator, elevator, power, loading and
unloading equipment and systems, sprinkler systems and other fire prevention and
extinguishing apparatus and pipes, pumps, tanks, conduits, fittings and
fixtures; it being understood and agreed that all Fixtures are appropriated to
the use of the Real Estate and, whether affixed or annexed or not, for the
purposes of this Junior Mortgage shall be deemed conclusively to be Real Estate
and mortgaged hereby; and Mortgagors hereby agree to execute and deliver, from
time to time, such further instruments (including financing statements), as may
be requested by Mortgagee to confirm the lien of this Junior Mortgage on the
Fixtures;

         TOGETHER with all unearned premiums, accrued, accruing or to accrue
under insurance policies now or hereafter obtained by Mortgagors and Mortgagors'
interest in and to all proceeds of the conversion and the interest payable
thereon, voluntary or involuntary, of the Mortgaged Property, or any part
thereof, into cash or liquidated claims, including, without limiting the
generality of the foregoing, proceeds of casualty insurance, title insurance or
any other insurance maintained on the Real Estate and the Fixtures, and the
right to collect and receive the same, and all awards and/or other compensation
including the interest payable thereon and the right to collect and receive the
same (in the alternative and collectively, "AWARDS"), heretofore and hereafter
made to the present and all subsequent owners of the Real Estate and the
Fixtures by the United States, the State of Florida or any political subdivision
thereof, or any agency, department, bureau, board, commission, or
instrumentality of any of them, now existing or hereafter created (collectively,
"GOVERNMENTAL AUTHORITY") for the taking by eminent domain, condemnation or
otherwise, of


                                        4
<PAGE>


all or any part of the Real Estate and Fixtures or any easement or other right
therein, including, without limiting the generality of the foregoing, Awards for
any change or changes of grade or the widening of streets, roads or avenues
affecting the Real Estate, to the extent of all amounts which may be secured by
this Junior Mortgage as of the date of receipt, notwithstanding the fact that
the amount thereof may not then be due and payable, and to the extent of
reasonable attorneys' fees, costs and disbursements incurred by Mortgagee in
connection with the collection of such Awards, subject, however, to the rights,
if any, of the holder of the Senior Mortgages, as defined in Article 41 hereof.
Mortgagors hereby assign to Mortgagee, and Mortgagee is hereby authorized to
collect and receive such Awards (subject to any Mortgagor's right to be paid
directly and apply certain Awards as expressly provided by this Junior
Mortgage), and to give proper receipts and acquittances therefor and, subject to
the other provisions hereof, to apply the same toward the Secured Obligations,
notwithstanding the fact that the full amount thereof may not then be due and
payable; each Mortgagor hereby agrees, upon demand of Mortgagee, to make,
execute and deliver, from time to time, such further instruments as may be
reasonably requested by Mortgagee to confirm such assignment of said Awards to
Mortgagee, free and clear and discharged of any encumbrances of any kind or
nature whatsoever;

         TOGETHER with all right, title and interest of Mortgagors in and to all
substitutes and replacements of, and all additions and appurtenances to, the
Real Estate and the Fixtures, hereafter acquired by or released to any Mortgagor
or constructed, assembled or placed by any Mortgagor on the Real Estate, and all
conversions of the security constituted thereby, immediately upon such
acquisition, release, construction, assembling, placement or conversion, as the
case may be, and in each such case, without any further mortgage, conveyance,
assignment or other act by Mortgagors, shall become subject to the lien of this
Junior Mortgage as fully and completely, and with the same effect, as though now
owned by Mortgagors and specifically described herein;

         TOGETHER with all of the rights and interest of Mortgagors as the
declarant and as the developer under any document affecting the Land including,
but not limited to, any condominium documents or property association documents.
Notwithstanding the foregoing, Mortgagee shall not have any obligation as the
developer or declarant unless Mortgagee executes an agreement expressly assuming
such obligation;

         TOGETHER with all proceeds, both cash and noncash, of the foregoing
which may be sold or otherwise be disposed of;

         TOGETHER with any and all monies now or hereafter on deposit for the
payment of real estate taxes or special assessments against the Real Estate or
for the payment of premiums on policies of fire and other hazard insurance
covering the Mortgaged Property.

         TO HAVE AND TO HOLD the Mortgaged Property, together with all and
singular of the rights, privileges, tenements, hereditaments and appurtenances
thereto in any way incident or belonging unto Mortgagee and to its successors
and assigns forever, subject to the terms and conditions herein:


                                        5

<PAGE>


         PROVIDED, HOWEVER, that this Junior Mortgage shall be void upon the
payment, when the same shall become due, of the Secured Obligations and the
payment and performance of all other covenants, agreements, obligations and
liabilities secured hereby.

         Mortgagors represent, warrant, covenant and agree as follows:

         1.       WARRANTIES OF TITLE.
                  -------------------

                  Each Mortgagor jointly and severally warrants that the
Mortgagors or a Mortgagor has and owns good and marketable fee simple title in
and to the Land and the Improvements thereon and has the right to mortgage the
same; that Mortgagors or a Mortgagor owns the Fixtures on the Land free and
clear of all liens, claims or other encumbrances except as set forth in Schedule
B, Section 2 of the title insurance commitment issued by Lawyers Title Insurance
Corporation in connection with this Junior Mortgage (the "TITLE COMMITMENT");
and that this Junior Mortgage is a valid and enforceable lien on the Mortgaged
Property of the Mortgagors subject only to the liens of the Senior Mortgages (as
defined in Section 41 hereof), the covenants, restrictions, reservations,
conditions, and easements approved by the Mortgagee and liens permitted by the
Secured Agreement. Each Mortgagor jointly and severally covenants that it shall
(a) preserve such title and the validity and priority of the lien hereof and
shall forever warrant and defend the same to Mortgagee against the claims of all
and every person or persons, corporation or corporations and parties whomsoever
claiming or threatening to claim the same or any part thereof, and (b) make,
execute, acknowledge, and deliver all such further or other mortgages,
documents, instruments or assurances, and cause other mortgages, documents,
instruments or assurances, and cause to be done all such further acts and things
as may at any time hereafter be reasonably desired or required by Mortgagee to
fully protect the lien of this Junior Mortgage.

         2.       PAYMENT OF SECURED OBLIGATIONS. Mortgagors shall pay the
Secured Obligations at the times and places and in the manner specified in the
relevant Secured Instrument Documents.

         3.       PROPER CARE AND USE.
                  -------------------

                  a.       Mortgagors shall:

                           (i)      not abandon the Mortgaged Property,

                           (ii)     maintain the Mortgaged Property and any
future abutting grounds, sidewalks, roads, parking and landscape areas in good
repair, order and condition, except as otherwise may be permitted pursuant to
Subsection 3a(iii) hereof,

                           (iii)    keep all Improvements and all personal
property comprising the Mortgaged Property in good working order and condition,
in the ordinary course of business and in a manner consistent with the prior
practice of Mortgagors,

                           (iv)     not commit or suffer waste with respect to
the Mortgaged Property,


                                        6
<PAGE>


                           (v)      diligently pursue to completion, without
interruption (other than interruptions due to force majeure) and in a good and
workmanlike manner, any future Improvements constructed on the Land,

                           (vi)     not commit, suffer or permit any act to be
done in or upon the Mortgaged Property in violation of any law, ordinance or
regulation, PROVIDED, HOWEVER, that the Company may contest any such law,
ordinance or regulation in any reasonable manner which shall not, in the sole
opinion of the Mortgagee, adversely affect the Mortgagee's rights or the
priority of its lien on the Mortgaged Property,

                           (vii)    refrain from impairing or diminishing the
value or integrity of the Mortgaged Property or the security value of this
Junior Mortgage,

                           (viii)   not remove, demolish or in any material
respect alter any of the Improvements or Fixtures unless such Improvement or
Fixture is of a temporary nature (temporary meaning that it is an Improvement
intended to be removed within a year after its placement on the Land), the
removal or demolition would benefit the Mortgaged Property, the removal is of
land fill only for sale in the ordinary course of Mortgagors' business, or the
removal or demolition is not inconsistent with the Business Plan (as such term
is defined in the Secured Agreement), without the prior written consent of the
Mortgagee, which consent shall not be unreasonably withheld or delayed,
PROVIDED, HOWEVER, Mortgagors may without the necessity of any consent perform
or cause to be performed alterations to the Improvements and Fixtures which do
not materially impair the value of the Mortgaged Property and (a) are not
inconsistent with the Business Plan, or (b) do not cost more than $500,000 or,
if the cost of such alterations exceeds $500,000, the cost of which when added
to the cost of other alterations not requiring consent previously made during
the calendar year in which Mortgagors are making such alterations to the
Mortgaged Property, does not result in an aggregate cost in excess of
$1,000,000. Failure by the Mortgagee to deny any requested consent by Mortgagors
pursuant to this clause (viii) within thirty (30) days following the date such
request is telecopied to and confirmed received by Mortgagee shall be deemed to
constitute a consent to such request by the Mortgagee. For purposes of
determining the cost of any alteration to the Mortgaged Property, all aspects of
the proposed alteration as a whole shall be taken into account regardless of
when made and by whom the work may be performed,

                           (ix)     not make, install or permit to be made or
installed, any additions thereto if doing so will materially impair the value of
the Mortgaged Property, without the prior written consent of the Mortgagee, and

                           (x)      not make, suffer or permit any nuisance to
exist on any of the Real Estate.

                  b.       Mortgagee and any persons authorized by Mortgagee
shall have the right to enter and inspect the Mortgaged Property at reasonable
times upon written notice. When so requested by any Mortgagor, Mortgagee and its
representatives shall be accompanied by Mortgagor or its representative. If an
Event of Default shall have occurred and be continuing, or in the event of an
emergency, Mortgagee and any persons authorized


                                        7
<PAGE>


by Mortgagee, without any notice and without escort (and without being obligated
to do so) may enter or cause entry to be made upon the Real Estate and repair
and/or maintain the same as Mortgagee may reasonably deem necessary or
advisable, and may (without being obligated to do so) make such expenditures and
outlays of money as Mortgagee may reasonably deem appropriate for the
preservation of the Mortgaged Property. All expenditures and outlays of money
made by Mortgagee pursuant hereto shall be secured hereby and shall be payable
on demand together with interest at the Default Rate (as such term is defined in
the Secured Agreement).

         4.       HAZARDOUS MATERIALS. Except as otherwise disclosed in the
Secured Agreement or the Business Plan, each Mortgagor represents, warrants and
covenants that to the best of its knowledge such Mortgagor has not used
Hazardous Materials (as defined hereinafter) on, from, or affecting the
Mortgaged Property in any manner which violates Federal, state or local laws,
ordinances, rules, regulations, or policies governing the use, storage,
treatment, transportation, manufacture, refinement, handling, production or
disposal of Hazardous Materials, and that, to the best of such Mortgagor's
knowledge, no prior owner of the Mortgaged Property or any tenant, subtenant,
prior tenant or prior subtenant have used Hazardous Materials on, from,
affecting, or related to the Mortgaged Property in any manner which violates
Federal, state or local laws, ordinances, rules, regulations or policies
governing the use, storage, treatment, transportation, manufacture, refinement,
handling, production or disposal of Hazardous Materials. Each Mortgagor shall
use its best efforts to keep or cause the Mortgaged Property to be kept free of
Hazardous Materials. Without limiting the foregoing, no Mortgagor shall cause or
permit the Mortgaged Property to be used to generate, manufacture, refine,
transport, treat, store, handle, dispose, transfer, produce or process Hazardous
Materials, except in compliance with all applicable Federal, state or local laws
or regulations, nor shall any Mortgagor cause or permit, as a result of any
intentional or unintentional act or omission on the part of such Mortgagor or
any tenant or subtenant, a release of Hazardous Materials onto the Mortgaged
Property or onto any other property. Each Mortgagor shall comply with and shall,
by covenants in all future leases, seek to ensure compliance by all tenants and
subtenants with all applicable Federal, state and local laws, ordinances, rules
and regulations, whenever and by whomever triggered, and shall obtain and comply
with, and by covenants in all future leases, seek to ensure that all tenants and
subtenants obtain and comply with, any and all approvals, registrations or
permits required thereunder. Each Mortgagor shall (a) conduct and complete all
investigations, studies, sampling, and testing, and all remedies, removal, and
other actions necessary to clean up and remove all Hazardous Materials on, from,
or affecting the Mortgaged Property (i) in accordance with all applicable
Federal, state and local laws, ordinances, rules, regulations and policies, and
(ii) in accordance with the orders and directives of all Federal, state, and
local governmental authorities, and (b) defend, indemnify, and hold harmless
Mortgagee, Obligee and their respective employees, agents, officers, and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs or expenses of whatever kind or nature, known or
unknown contingent or otherwise arising out of, or in any way related to, (i)
the presence, disposal, release, or threatened release of any Hazardous
Materials which are on, from, affecting, or related to the soil, water,
vegetation, buildings, personal property, persons, animals, of or otherwise on,
the Mortgaged Property; (ii) any personal injury (including wrongful death) or
property damage (real or personal arising out of or related to such Hazardous
Materials;


                                        8
<PAGE>


(iii) any lawsuit brought or threatened, settlement reached, or government order
relating to such Hazardous Materials, and/or (iv) any violation of any laws,
orders, regulations, requirement, or demands of Governmental Authorities, which
are based upon or in any way related to such Hazardous Materials including,
without limitation, attorney and consultant fees, investigation and laboratory
fees, court costs, and litigation expenses; provided, in any event, that the
foregoing arises out of the Mortgaged Property. In the event this Junior
Mortgage is foreclosed, or any Mortgagor tenders a deed in lieu of foreclosure,
such Mortgagor or Mortgagors shall deliver the Mortgaged Property to Mortgagee
free of any and all Hazardous Materials so that the conditions of the Mortgaged
Property shall conform with all applicable Federal, state and local laws,
ordinances, rules or regulations affecting the Mortgaged Property. For purposes
of this Paragraph, "Hazardous Materials" includes, without limit, any flammable
explosives, radioactive materials, hazardous materials, hazardous wastes,
solvent mixtures, hazardous or toxic substances, or related materials defined in
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C. Section 9601, et. seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. Sections 1810 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. Section 9601, et seq.) and
in the regulations adopted and publications promulgated pursuant thereto, or any
other applicable Federal, state or local environmental law, ordinance, rule, or
regulation. The provisions of this paragraphs shall be in addition to any and
all other obligations and liabilities Mortgagors may have to Mortgagee and/or
Obligee, at common law, and shall survive the transactions contemplated herein.

         5.       COMPLIANCE. Each Mortgagor shall comply with any and all
material obligations affecting its Mortgaged Property which could adversely
affect title to, or the value of, the Mortgaged Property including, but not
limited to, all agreements, covenants, and restrictions of record. Each
Mortgagor shall have the right, at such Mortgagor's sole cost and expense, to
contest or object to any such obligations of such Mortgagor affecting the
Mortgaged Property by appropriate legal proceedings, but such right shall not be
deemed or construed in any way as relieving, modifying or extending such
Mortgagor's covenant to comply with such obligations on a timely basis unless
such Mortgagor has given prior written notice to Mortgagee of such Mortgagor's
intent so to contest or object to such obligations, and unless (i)
non-compliance with such obligations shall not under any circumstances
potentially subject such Mortgagor to any criminal liability or to any fine or
monetary liability exceeding $25,000 to which effect such Mortgagor shall
certify to Mortgagee at the time of Mortgagor's notice, and (ii) the legal
proceedings shall operate conclusively to prevent, prior to final determination
of such proceedings, (y) any loss or forfeiture of title to, or the imposition
of any lien upon, the Mortgaged Property, or any part thereof and (z) the
impairment of the validity, priority and enforceability of this Junior Mortgage.
Mortgagors shall and do hereby agree to defend, save and hold Mortgagee harmless
from any loss and/or liability (including reasonable attorneys' fees and
disbursements) by reason of such non-compliance or contest, and each Mortgagor
shall keep Mortgagee regularly advised in writing as to the status of such
proceedings.

         6.       REQUIREMENTS. Mortgagors, at Mortgagors' sole cost and
expense, shall promptly comply with, or cause to be complied with, and conform
to all present and future laws, statutes, codes, ordinances, orders, judgments,
decrees, injunctions, rules, regulations


                                        9
<PAGE>


and requirements pertaining to the Mortgaged Property, including any applicable
environmental, zoning or building, use and land use laws, ordinances, rules or
regulations and all covenants, restrictions and conditions now or hereafter of
record, and shall keep in full force and effect all permits which may be
applicable to it or to any of the Mortgaged Property, or to the use, manner of
use, occupancy, possession, operation, maintenance, alteration, repair or
reconstruction of any of the Mortgaged Property (collectively, the "LEGAL
REQUIREMENTS"). Each Mortgagor shall have the right, at such Mortgagor's sole
cost and expense, to contest or object to any Legal Requirements affecting the
Mortgaged Property by appropriate legal proceedings, but such right shall not be
deemed or construed in any way as relieving, modifying or extending such
Mortgagor's covenant to comply with any Legal Requirements on a timely basis
unless such Mortgagor has given prior written notice to Mortgagee of such
Mortgagor's intent so to contest or object to such Legal Requirements and unless
(i) non-compliance with such Legal Requirements shall not under any
circumstances potentially subject Mortgagor to any criminal liability or to any
fine or liability exceeding $25,000 to which effect such Mortgagor shall certify
to Mortgagee at the time of Mortgagor's notice, and (ii) the legal proceedings
shall operate conclusively to prevent, prior to final determination of such
proceedings, (y) any loss or forfeiture of title to, the imposition of any lien
upon, or the condemnation of, the Mortgaged Property, or any part thereof and
(z) the impairment of the validity, priority and enforceability of this Junior
Mortgage. Mortgagors shall and do hereby agree to defend, save and hold
Mortgagee harmless from any loss and/or liability (including reasonable
attorney's fees and disbursements) by reason of such non-compliance or contest,
and each Mortgagor shall keep Mortgagee regularly advised in writing as to the
status of such proceedings.

         7.       PAYMENT OF IMPOSITIONS.
                  ----------------------

                  a.  Each Mortgagor shall pay and discharge prior to
delinquency all taxes of every kind and nature (including, without limitation,
all real and personal property, income, franchise, withholding, profits and
gross receipts taxes), all charges for any easement or agreement maintained for
the benefit of any of the Mortgaged Property, all general and special
assessments, levies, permits, inspection and license fees, all water and sewer
rents and charges and all other public charges whether of a like or different
nature, even if unforeseen or extraordinary, imposed upon or assessed of or
against Mortgagor or any of the Mortgaged Property, together with any penalties
or interest on any of the foregoing (all of the foregoing are hereinafter
collectively referred to as the "IMPOSITIONS"). Each Mortgagor shall have the
right, at such Mortgagor's sole cost and expense, to contest or object to the
amount or validity of any such Imposition by appropriate legal proceedings, but
such right shall not be deemed or construed in any way as relieving, modifying
or extending Mortgagor's covenant to pay any such Imposition at the time and in
the manner provided in this Article 7, unless such Mortgagor has given prior
written notice to Mortgagee of such Mortgagor's intent so to contest or object
to an Imposition, and unless, (i) legal proceedings shall operate conclusively
to prevent the sale of the Mortgaged Property, or any part thereof, to satisfy
such Impositions prior to final determination of such proceedings; or (ii) such
Mortgagor shall furnish a good and sufficient bond or surety or other security
reasonably satisfactory to Mortgagee in the amount of the Impositions which are
being contested plus any interest and penalty which may be imposed thereon and
which could become a lien against the Mortgaged Property; or (iii) such
Mortgagor shall have provided a


                                       10
<PAGE>


good and sufficient undertaking as may be required or permitted by law to
accomplish a stay of such proceedings. Subject to the foregoing, and if
Mortgagee shall so request, within ten (10) days after the date when an
Imposition is due and payable, the appropriate Mortgagor shall deliver to
Mortgagee evidence acceptable to Mortgagee showing the payment of such
Imposition.

                  b.  Mortgagee shall have the right, after demand to
Mortgagors, to pay any Impositions after the date such Imposition shall have
become due (subject to each Mortgagor's right to contest such Impositions as
hereinbefore provided), and to add to the Secured Obligations the amount so
paid, together with interest thereon from the date of such payment at Default
Rate and nothing herein contained shall affect such right and such remedy. Any
sums paid by Mortgagee in discharge of any Impositions shall be (i) a lien on
the Real Estate secured hereby prior to any right or title to, interest in, or
claim upon the Real Estate subordinate to the lien of this Junior Mortgage, and
(ii) payable on demand.

                 c.   Following the occurrence of an Event of Default specified
in subsection (a) of Article 20 of this Junior Mortgage or upon any failure on
the part of any Mortgagor to pay any Imposition as and when required to be paid
pursuant to this Junior Mortgage (subject to applicable grace periods),
Mortgagors, upon Mortgagee's request, shall hereafter pay to Mortgagee, on a
monthly basis, an amount equal to one-twelfth of the annual Impositions
reasonably estimated by Mortgagee so that Mortgagee shall have sufficient funds
to pay the Impositions on the first day of the month preceding the month in
which they become due (unless the same is already being deposited with the
holder of the Senior Mortgages under the Senior Mortgages). In such event the
appropriate Mortgagor further agrees to cause all bills, statements or other
documents relating to Impositions to be sent or mailed directly to Mortgagee.
Upon receipt of such bills, statements or other documents, and providing
Mortgagors have deposited sufficient funds with Mortgagee pursuant to this
Article 7, Mortgagee shall pay such amounts as may be due thereunder out of the
funds so deposited with Mortgagee. If at any time and for any reason the funds
deposited with Mortgagee are or will be insufficient to pay such amounts as may
then or subsequently be due, Mortgagee shall notify Mortgagors and Mortgagors
shall immediately deposit an amount equal to such deficiency with Mortgagee.
Notwithstanding the foregoing, nothing contained herein shall cause Mortgagee to
be deemed a trustee of said funds or to be obligated to pay any amounts in
excess of the amount of funds deposited with Mortgagee pursuant to this Article
7. If amounts collected by Mortgagee under this paragraph (c) exceed amounts
necessary in order to pay Impositions, Mortgagee may impound or reserve for
future payment of Impositions such portion of such excess payments as Mortgagee
in its absolute reasonable discretion may deem proper. Should Mortgagors fail to
deposit with Mortgagee sums sufficient to pay such Impositions in full at least
thirty (30) days before delinquency thereof, Mortgagee may, at Mortgagee's
election, but without any obligation so to do, advance any amounts required to
make up any deficiency, which advances, if any, shall be added to the Secured
Obligations and shall be secured hereby and shall be repayable to Mortgagee with
interest at Default Rate, as herein elsewhere provided, or at the option of
Mortgagee the latter may, without making any advance whatever, apply any sums
held by it upon any obligation of Mortgagors secured hereby.


                                       11
<PAGE>


          8.      INSURANCE.
                  ---------

                  a.  As to any portion of the Land improved with Improvements
having a value in excess of $500,000 (an "IMPROVED PARCEL"), Mortgagors shall,
(i) keep such Improved Parcel (A) insured against loss or damage by fire,
lightning, windstorm, tornado and by such other further and additional risks and
hazards as now are or hereafter may be covered by extended coverage and "all
risk" endorsements (flood and earthquake excepted), (B) insured against loss or
damage by any other risk commonly insured against by persons occupying or using
like properties in the locality in which the Improved Parcel is situate, (C) if
appropriate, insured by a policy of business interruption and/or loss of rental
insurance in amounts which shall be subject to review annually, and (D) insured
by a policy of boiler and machinery insurance covering pressure vessels, air
tanks, boilers, machinery, pressure piping, heating, air conditioning and
elevator equipment, provided that the Improvements on the Improved Parcel
contain equipment of such nature, and insurance against loss of occupancy or use
arising from the breakdown of such machinery, (ii) keep the Fixtures on such
Improved Parcel insured against loss or damage by fire, lightning, vandalism,
windstorm, tornado, malicious mischief, and theft and by such other further and
additional risks as now or hereafter may be covered by extended coverage and
"all risk" endorsements (flood and earthquake' excepted) and (iii) to the extent
the Land lies within an area identified by the Secretary of Housing and Urban
Development as an area having special flood hazards, keep the Real Estate
insured under a policy of flood insurance in an amount no less than the maximum
list of coverage available under the National Flood Insurance Act of 1968, as
amended. In addition, Mortgagors shall obtain and maintain (A) comprehensive
public liability insurance on an occurrence basis (to the extent available)
against claims for personal injury including bodily injury, death or property
damage occurring on, in or about the Mortgaged Property and the adjoining
streets, sidewalks and passageways, such insurance to afford primary coverage of
not less than $10,000,000 combined single limit for personal injury or death to
one or more persons or damage to property and (B) workmen's compensation
insurance (including employer's liability insurance if requested by Mortgagee)
for all employees of Mortgagor engaged on or with respect to the Mortgaged
Property in such amounts as are required to be maintained by law, or if no
amounts are established by law, then in such amounts as are reasonably
satisfactory to Mortgagee. Each insurance policy (other than flood insurance
written under the National Flood Insurance Act of 1968, as amended, in which
case to the extent available) shall (i) be noncancelable (which term shall
include any reduction in the scope or limits of coverage) without at least
thirty days' prior written notice to Mortgagee or the maximum notice period then
available, whichever is shorter, (ii) except in the case of worker's
compensation and comprehensive public liability insurance, be endorsed to name
Mortgagee as its interest may appear, with loss payable to Mortgagee, without
contribution, under a standard mortgagee clause (subject to the rights, if any,
of the holder of the Senior Mortgages), (iii) in the case of public liability
insurance, provide for broad form coverage, including liquor liability coverage,
(iv) in the case of property insurance contain a satisfactory "Replacement Cost
Endorsement", (v) be written by Lloyds of London or by companies having an
Alfred M. Best Company, Inc. rating of A or higher and a financial size category
of not less than VII with respect to primary coverage and (and A/XII with
respect to excess coverage) unless waived in writing by Mortgagee, and (vi)
contain an endorsement or agreement by the insurer that any loss shall be
payable in accordance with the terms of such policy notwithstanding any act or
negligence of


                                       12
<PAGE>


Mortgagors which might otherwise result in forfeiture of said insurance and the
further agreement of the insurer waiving all rights of set-off, counterclaim,
deduction or subrogation against Mortgagors. If said insurance or any part
thereof shall expire, be withdrawn, become void by breach of any condition
thereof by Mortgagors or otherwise, or if for any reason said insurance shall
become unsatisfactory, Mortgagors shall immediately obtain new or additional
insurance complying with the requirements of this Junior Mortgage. No Mortgagor
shall take out any separate or additional insurance which is contributing in the
event of loss unless it is properly compatible with all other insurance carried
by it with respect to the Mortgaged Property.

                  b.  Mortgagors shall (i) pay as they become due all premiums
for such insurance, (ii) not later than twenty (20) days prior to the expiration
of each policy to be furnished pursuant to the provisions of this Article 7,
deliver a valid certificate of insurance, (or if such certificate is not then
available, a renewal binder) evidencing a renewed policy or policies marked
"premium paid," or accompanied by such other evidence of payment satisfactory to
Mortgagee with standard noncontributory mortgagee clauses in favor of, and
acceptable to, Mortgagee. Such certificate of insurance (or renewal binder)
shall be accompanied by a written statement of Mortgagors certifying that the
insurance coverage evidenced thereby complies with the requirements of this
Article 8.

                  c.  If Mortgagors shall be in default of its obligations to so
insure or deliver any such prepaid certificate or insurance or renewal binder
then Mortgagee, at Mortgagee's option (without obligation to do so) and without
prior notice, may effect such insurance from year to year, and pay the premium
or premiums therefor, and following notice from Mortgagee that such insurance
has been effected and paid for, Mortgagors shall pay to Mortgagee such premium
or premiums so paid by Mortgagee with interest from the time of payment at
Default Rate on demand, and the same shall be deemed added to the Secured
Obligations and shall be secured by this Junior Mortgage.

                  d.  Each Mortgagor promptly shall comply with and conform to
(i) all provisions of each such insurance policy and (ii) all requirements of
the insurers thereunder applicable to Mortgagor or to any of its Mortgaged
Property or to the use, manner of use, occupancy, possession, operation,
maintenance, alteration or repair of any of the Mortgaged Property. If any
Mortgagor shall use any of the Mortgaged Property in any manner which would
permit the insurer to cancel any insurance policy, such Mortgagor immediately
shall obtain a substitute policy to be effective at or prior to the time of any
such cancellation.

                  e.  If any Improvement on an Improved Parcel, or any portion
thereof, the value of which is $100,000 or less, shall be destroyed or damaged
by fire or any other casualty, whether insured or uninsured, and regardless of
any amount of proceeds of insurance which are available to Mortgagors, and
provided no Event of Default has occurred or is continuing, Mortgagors shall
elect whether to repair or replace such Improvement or any portion thereof;
provided, however, in the event Mortgagors elect not to repair or replace such
Improvement or portion thereof, the proceeds shall be applied by Mortgagee to
the Secured Obligations in whatever manner Mortgagee, in its sole discretion,
may determine. Mortgagors shall give immediate notice of any such destruction or
damage to Mortgagee who may make proof of loss if not promptly made by
Mortgagors and except as


                                       13
<PAGE>


may otherwise be provided herein each insurance company concerned is hereby
authorized and directed to make payment for any loss directly to Mortgagee.
Mortgagee shall have the right, at its option, (but not the obligation) to
participate in the adjustment of any loss with any insurer or insurers. The
insurance proceeds or any part thereof received by Mortgagee, if paid as a
result of a damage or destruction in the amount of $100,000 or less, shall be
paid by Mortgagee to the affected Mortgagor so long as no Event of Default has
occurred or is continuing. The insurance proceeds or any part thereof received
by Mortgagee, if paid as a result of a damage or destruction in an amount
greater than $100,000, may be applied by Mortgagee toward reimbursement of all
costs and expenses of Mortgagee in collecting such proceeds, and the balance
shall be applied in the following order: (i) first, to the payment of any
Secured Obligations or any other amount secured hereby which has become due
prior to the date application of the insurance proceeds has been made and
remains unpaid; (ii) next, to the restoration and repair of the affected
Improvement pursuant to the provisions of Article 9 of this Junior Mortgage; and
(iii) finally, if conditions (i) and (ii) above have been satisfied and funds
remain, said balance shall be returned to the affected Mortgagor. The provisions
of this paragraph e shall be subject to the rights, if any, of the holder of the
Senior Mortgages.

                  f.  The property insurance required by this Junior Mortgage
may be effected by blanket policies issued to Mortgagors covering the Mortgaged
Property and other properties (real and personal) owned or leased by Mortgagors,
provided that such policies otherwise comply with the provisions of this Junior
Mortgage and allocate with respect to the Mortgaged Property the coverage
specified form time to time, without possibility of reduction or coinsurance by
reason of, or damage to, any other property (real or personal) named therein,
and if the insurance required by this Junior Mortgage shall be effected by any
such blanket or umbrella policies, Mortgagors shall furnish to Mortgagee valid
certificates of insurance evidencing such policies, with schedules attached
thereto showing the amount of insurance afforded by such policies applicable to
the Mortgaged Property and a certification from Mortgagors to the effect that
such insurance coverage complies in all respects with the requirements of this
Junior Mortgage.

                  g.  Any transfer of the Mortgaged Property by foreclosure or
deed in lieu of foreclosure shall transfer therewith all of the affected
Mortgagor's interest, including any unearned premiums, in all insurance policies
then in force covering the Mortgaged Property, subject to all of the terms and
conditions of such policies.

                  h.  Following the occurrence of an Event of Default specified
in subsection (a) of Article 20 of this Junior Mortgage or upon any failure on
the part of Mortgagors to pay any insurance premiums as and when required to be
paid pursuant to this Junior Mortgage (subject to applicable grace periods),
Mortgagors, upon Mortgagee's request, shall thereafter pay to Mortgagee an
amount equal to one-twelfth of the estimated aggregate annual insurance premiums
on all policies of insurance required by this Junior Mortgage on a specified
date each month (unless the same is already being deposited with the holder of
the Senior Mortgages under the Senior Mortgages). Upon Mortgagee's request,
Mortgagors shall cause copies of all bills, statements or other documents
relating to the foregoing insurance premiums to be sent or mailed directly to
Mortgagee. Upon receipt of such bills, statements or other documents by
Mortgagee, and providing Mortgagors have deposited


                                       14
<PAGE>


sufficient funds with Mortgagee pursuant to this Article 8, Mortgagee shall pay
such amounts as may be due thereunder out of the funds so deposited with
Mortgagee. If at any time and for any reason the funds deposited with Mortgagee
are or will be insufficient to pay such amounts as may be or subsequently are
due, Mortgagee shall notify Mortgagors and Mortgagors shall immediately deposit
an amount equal to such deficiency with Mortgagee. Notwithstanding the
foregoing, nothing contained herein shall cause Mortgagee to be deemed a trustee
of said funds or to be obligated to pay any amounts in excess of the amount of
funds deposited with Mortgagee pursuant to this Article 8. Should Mortgagors
fail to deposit with Mortgagee or the holder of the Senior Mortgages sums
sufficient to pay in full such insurance premiums at least thirty (30) days
before delinquency thereof, Mortgagee may, at Mortgagee's election, but without
any obligation so to do, advance any amounts required to make up the deficiency,
which advances, if any, with interest thereon at Default Rate, from the date of
advance thereof shall be secured hereby and shall be repaid to Mortgagee on
demand or at the option of Mortgagee the latter may, without making any advance
whatever, apply any sums held by it upon any obligation of Mortgagors secured
hereby.

                  i.  Any provision of this Article 8 to the contrary
notwithstanding, so long as no Event of Default shall have occurred and be
continuing, Mortgagor shall have the right to receive the proceeds from any
business interruption and/or loss of rentals insurance policy.

         9.       RESTORATION.
                  -----------

                  a.  Funds in excess of $100,000 made available by Mortgagee to
Mortgagors for restoration of any of the Mortgaged Property pursuant to the
provisions of Article 8 hereof shall be disbursed by Mortgagor only in
accordance with the following conditions:

                      (i)      prior to the commencement of restoration, the
contracts, contractors, architects, plans and specifications for the restoration
shall have been approved by the Consulting Professional (as such term is defined
in subsection (c) of this Article 9), and the Consulting Professional shall have
the right to require an acceptable surety bond insuring satisfactory completion
of the restoration;

                      (ii)     at the time of any disbursement of the
restoration funds, (A) no Event of Default shall then exist, (B) no mechanics'
or materialmen's liens shall have been filed and remain undischarged, except
those bonded while being contested and those discharged by the disbursement of
the requested restoration funds and (C) a satisfactory continuation of title
insurance on the Real Estate shall be delivered to Mortgagee;

                      (iii)    disbursements shall be made monthly in an amount
not exceeding the cost of the work completed since the last disbursement, upon
receipt of a certificate from an architect approved to do the plans and
specifications;

                      (iv)     there shall, at all times, remain adequate
funds to complete the restoration so that the remaining amount of available
proceeds received from insurance and otherwise pursuant to paragraph (b) below
equals or exceeds the contracted cost of construction less the amount paid for
work that has been certified as having been completed;


                                       15
<PAGE>


                      (v)      such other reasonable conditions may be imposed
and as are customarily imposed by construction lenders for borrowers having a
similar financial position as then existing for the Mortgagors, including but
not limited to, the maintenance of a policy of builders risk insurance with
completed value and extended coverage endorsements and worker's compensation
coverage as shall be required by law; and

                      (vi)     any restoration funds remaining after the
application thereof in accordance with the provisions hereof shall be disbursed
to the appropriate Mortgagor provided no Event of Default shall have occurred
and then be continuing.

                  b.  Mortgagors shall pay the cost of the restoration to the
extent that it exceeds the amount of insurance proceeds or condemnation proceeds
awarded. Mortgagors (i) shall evidence to Mortgagee a source of funds to pay for
such restoration, and (ii) agree to use said funds to complete restoration of
the Improvements. Any sum so added by Mortgagors which remains in the
restoration fund upon completion of restoration shall be refunded to Mortgagors.

                  c.  The administration of the restoration procedures set forth
in subsection (a) of this Article 9 shall be delegated by Mortgagee to, and
performed by, an independent bonded consulting professional experienced in the
administration of such procedures who shall be designated by the appropriate
Mortgagor and approved by Mortgagee (the "CONSULTING PROFESSIONAL"). The failure
by Mortgagee to approve or disapprove any Consulting Professional proposed by
any such Mortgagor within fifteen (15) Business Days following request for such
a approval shall be deemed approved by Mortgagee. All fees, costs and expenses
of such Consulting Professional shall be borne and timely paid by Mortgagors.

                  d.  In the event of any fire or casualty where the cost of
repair and restoration of the Mortgaged Property does not exceed $100,000 as
determined by Mortgagors' insurance carrier for the Improvements, the proceeds
of insurance shall be collected and applied by Mortgagors (rather than disbursed
by Mortgagee).

                  e.  In the event a Mortgagor receives any condemnation award
the actual proceeds of which do not exceed $100,000, such Mortgagor shall retain
such amount and use such amount to the extent necessary to repair and restore
the Mortgaged Property.

         10.      CONDEMNATION/EMINENT DOMAIN.
                  ---------------------------

                  a.  Immediately upon obtaining knowledge of the institution of
any proceedings of the condemnation of the Mortgaged Property, or any portion
thereof, the affected Mortgagor will notify Mortgagee of the pendency of such
proceedings. Mortgagee may (but shall not be obligated to) participate in any
such proceedings and such Mortgagor shall from time to time deliver to Mortgagee
all instruments requested by it to permit such participation. Such Mortgagor
shall, at its expense, diligently prosecute any such proceeding and shall
consult with Mortgagee, its attorneys and experts and cooperate with it in any
defense of any such proceedings. Except as otherwise expressly provided in
paragraph (e) of Article 9 above, all awards and proceeds of condemnation shall
be assigned to Mortgagee to


                                       16
<PAGE>


be applied in the same manner as insurance proceeds, and each Mortgagor agrees
to execute any such assignments of all such awards as Mortgagee may request
(subject, however, to the rights of the holder of the Senior Mortgages).

                  b.  After application of all awards and proceeds of
condemnation toward all practical repair and restoration of the Mortgaged
Property as directed by the Consulting Professional, any remaining funds shall
be applied as follows: (i) in the event that value and utility of the Mortgaged
Property shall have been substantially restored as determined by the Consulting
Professional, any remaining funds shall be returned to the appropriate
Mortgagor, or (ii) in the event the value and utility of the Mortgaged Property
shall not have been substantially restored as determined by the Consulting
Professional, any remaining funds shall, at the option of Mortgagee, be applied
in reduction of the Secured Obligations.

         11.      HOMESTEAD EXEMPTIONS. Each Mortgagor hereby represents and
declares that the Mortgaged Property forms no part of any property owned, used
or claimed by any Mortgagor as exempted from forced sale under the laws of the
State of Florida, and disclaims, waives and renounces all and every claim to
exemption under any homestead exemption law or other similar laws.

         12.      DISCHARGE OF LIENS, UTILITIES.
                  -----------------------------

                  a.  No Mortgagor shall, without the prior written consent of
the Obligee, create, consent to or suffer the creation of any liens, charges or
encumbrances (each, a "PROHIBITED LIEN)" on any of the Mortgaged Property,
whether or not such Prohibited Lien is subordinate to this Junior Mortgage,
other than the Senior Mortgages, as permitted by the Secured Agreement and those
liens arising by operation of law which secure obligations not yet due and
payable, or fail to have any Prohibited Lien which may be imposed without
Mortgagors' consent discharged and satisfied of record within 10 days after it
is imposed, except those liens bonded while being contested. Each Mortgagor
shall pay prior to delinquency all lawful claims and demands of mechanics,
materialmen, laborers and others which, if unpaid, might result in, or permit
the creation of a Prohibited Lien, except that Mortgagors shall have the right
to contest such claims or demands, provided that Mortgagors shall furnish a good
and sufficient bond, surety or other security as requested by, and found
satisfactory to, Mortgagee.

                  b.  Each Mortgagor shall pay prior to delinquency all utility
charges which are incurred by it for gas, electricity, water or sewer services
to its Mortgaged Property and all other assessments or charges of a similar
nature, whether public or private and whether or not such taxes, assessments or
charges are liens on the Mortgaged Property.

         13.      BOOKS AND RECORDS. Each Mortgagor shall at all times keep and
maintain or cause to be kept and maintained records and books of account with
respect to its Mortgaged Property.

         14.      ESTOPPEL CERTIFICATES. Mortgagee and each Mortgagor within 10
days following written request, shall deliver to the requesting party, a written
statement, duly acknowledged, setting forth (i) the amount of the Obligations,
and (ii) that there exist no


                                       17
<PAGE>


offsets, claims, counterclaims or defenses against the Obligations or describe
in detail the nature of any such offset, claim, counterclaim or defense.

         15.      EXPENSES. Mortgagors shall pay, together with any interest or
penalties imposed in connection therewith, all expenses incident to the
preparation, execution, acknowledgement, delivery and/or recording of this
Junior Mortgage, including all filing registration or recording fees and all
federal, state, county and municipal, internal revenue or other stamp taxes and
other taxes duties, imposts, assessments and charges now or hereafter required
by the federal, state, county or municipal government.

         16.      MORTGAGEE'S COSTS AND EXPENSES. Upon the occurrence of any
Event of Default or the exercise by Mortgagee of any of Mortgagee's rights
hereunder, or if any action or proceeding be commenced, to which action or
proceeding Mortgagee is or becomes party or in which it becomes necessary to
defend or uphold the lien of this Junior Mortgage, or if the taking, holding or
servicing of this Junior Mortgage by Mortgagee is alleged to subject Mortgagee
to any civil fine, or if Mortgagee's review and approval of any document is
requested by Mortgagors or required by Mortgagee, all reasonable costs,
out-of-pocket expenses and fees incurred by Mortgagee in connection therewith
(including any civil fines and reasonable attorneys' fees and disbursements)
shall, on notice and demand, be paid by Mortgagors, together with interest
thereon from the date of disbursement until paid at the Default Rate and shall
be a lien on the Mortgaged Property and shall be secured by this Junior
Mortgage; and, in any action to foreclose this Junior Mortgage, or to recover or
collect the Secured Obligations, the provisions of this Article 16 with respect
to the recovery of costs, disbursements and allowances shall prevail unaffected
by the provisions of any law with respect to the same to the extent that the
provisions of this Article 16 are not inconsistent therewith or violative
thereof.

         17.      MORTGAGEE'S RIGHT TO PERFORM. If any Event of Default shall
have occurred hereunder and be continuing, Mortgagee, without waiving or
releasing any Mortgagor from any obligation or default under this Junior
Mortgage, may (but shall be under no obligation to), at any time perform the
same, and the cost thereof, with interest at Default Rate, shall immediately be
due from Mortgagors to Mortgagee, and the same shall be a lien on the Mortgaged
Property prior to any right, title to, interest in, or claim upon, the Mortgaged
Property attaching subsequent to the lien of this Junior Mortgage. No payment or
advance of money by Mortgagee under this Article 17 shall be deemed or construed
to cure Mortgagors' default or waive any right or remedy of Mortgagee hereunder.

         18.      FURTHER ASSURANCES. Mortgagors and Mortgagee agree, upon
demand of the other, to promptly correct any defect, error or omission which may
be discovered in the contents of this Junior Mortgage or in the execution or
acknowledgment hereof or in any other instrument executed in connection herewith
or in the execution or acknowledgment of such instrument, or do any act or
execute any additional documents (including, but not limited to, security
agreements on any Fixtures or personal property included or to be included in
the Mortgaged Property) as may be reasonably required by Mortgagee to confirm
the lien of this Junior Mortgage.


                                       18
<PAGE>


         19.      ASSIGNMENT OF RENTS. All of the rents, royalties, issues,
profits, revenue, income and other benefits of the Mortgaged Property arising
from the use and enjoyment of all or any portion thereof or from any lease or
agreement pertaining thereto (the "RENTS AND PROFITS") are hereby absolutely and
unconditionally assigned, transferred, conveyed and set over to Mortgagee to be
applied by Mortgagee in payment of the principal and interest and all other sums
payable on the Instrument, and of all other sums payable under this Junior
Mortgage, subject, however, to the rights, if any, of the holder of the Senior
Mortgages. Until such time as an Event of Default shall have occurred,
Mortgagors shall collect and receive all Rents and Profits.

         20.      EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an Event of Default by Mortgagors hereunder:

                  a.  the occurrence of any Event of Default under the Secured
Agreement (whether or not any Obligations or other Secured Obligations shall be
at the time outstanding under the Secured Agreement, or the Instrument or the
Secured Agreement shall have terminated for other purposes) or the occurrence of
any Event of Default under the Certificate of Designation; or

                  b.  a failure to make payment of any sums required to be paid
to Mortgagee other than the Obligations pursuant to the terms of this Junior
Mortgage within five days after the same shall become due hereunder; or

                  c.  if any default shall occur in the performance of any
covenant contained in this Junior Mortgage not elsewhere specified in this
Article 20 which shall continue for thirty (30) days after notice from Mortgagee
or if such default cannot be cured in such 30- day period, such longer period as
shall be necessary to cure such default, provided that Mortgagor shall commence
curing such default within such 30-day period and thereafter shall prosecute
such cure diligently to completion; or

                  d.  (i) if any Mortgagor shall commence any case, proceeding
or other action (a) under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization or
relief of debtors, seeking to have an order for relief entered with respect to
it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (b) seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its assets, or any Mortgagor shall make a
general assignment for the benefit of its creditors, (ii) if there shall be
commenced against any Mortgagor any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of sixty (60) days, (iii) if there shall
be commenced against any Mortgagor any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets which results in the entry of
an order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within 60 days from the entry thereof, (iv) if
any Mortgagor shall take any action in furtherance of, or indicating its consent
to, approval


                                       19
<PAGE>


of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii)
above, (v) if any Mortgagor shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due (provided
that any Mortgagor may admit in writing that it is "insolvent" as such term is
defined in, and for purposes of, Section 108(a)(1)(8) of the Code); or (vi) any
Mortgagor shall cause to be reinstated the Reorganization Proceedings, as such
term is defined in the Secured Agreement; or

                  e.  the occurrence of any default or event of default (and the
expiration of applicable grace periods) pursuant to any mortgage encumbering the
Mortgaged Property or any portion thereof, including, without limitation, the
Senior Mortgages, or pursuant to any note or other evidence of indebtedness
secured thereby.

         21.      DUE ON SALE. Except as otherwise expressly provided in the
Secured Agreement or Article 35 hereof, in the event that, without the prior
written consent of the Mortgagee, any Mortgagor shall, either directly or
indirectly, convey, grant, assign or transfer all or any portion of its right,
title or interest in the Mortgaged Property, whether legal or equitable, by
outright sale, deed, installment sale contract, land contract, contract for
deed, option, lease option, leasehold interest, contract, or any other method of
conveyance of real property interests, to any person or entity, then in any such
event, Mortgagee shall have the right, at its sole option, to declare the entire
Secured Obligations, immediately due and payable. The foregoing notwithstanding,
any Mortgagor shall have the right without Mortgagee's consent to sell worn and
obsolete Fixtures in conjunction with the replacement thereof in the ordinary
course of such Mortgagor's business where (x) such replacements are in quantity
and of quality not less than that of the Fixtures being sold when originally new
and (y) title to the replacement Fixtures is owned by such Mortgagor at the time
of such sale.

         22.      REMEDIES. Upon the occurrence of an Event of Default
hereunder, (y) if such event is an Event of Default specified in paragraph (d)
of Article 20 above, automatically the Secured Obligations and all amounts owing
under this Junior Mortgage shall immediately become due and payable, and (z) if
such event is an Event of Default other than those specified in paragraph (d) of
Article 20 above, Mortgagee may in Mortgagee's sole discretion declare the
Secured Obligations and all amounts owing under this Junior Mortgage to be
immediately due and payable without presentment, demand, protest or notice of
any kind, and Mortgagee may take such action, without notice or demand, as it
deems advisable to protect and enforce Mortgagee's rights in and to the
Mortgaged Property, including, but not limited to, the following actions:

                  a.  (i)      To the extent permitted by law, the Mortgagee
itself, or by such officers or agents as it may appoint, may enter and take
possession of all the Mortgaged Property and may exclude Mortgagors and their
agents and employees wholly therefrom and may have joint access with Mortgagors
to the books, papers and accounts of Mortgagors; and Mortgagors will pay monthly
in advance to Mortgagee, on Mortgagee's entry into possession, or to any
receiver appointed to collect the rents, income and other benefits of the
Mortgaged Property and the businesses conducted thereon or thereat, the fair and
reasonable rental value for the use and occupation of such part of the Mortgaged
Property as may be in possession of Mortgagors, and upon default in any such
payment will vacate and surrender


                                       20
<PAGE>


possession of such part of the Mortgaged Property to Mortgagee or to such
receiver and, in default thereof, Mortgagors may be evicted by summary
proceedings or otherwise.

                      (ii)     If Mortgagors shall for any reason fail to
surrender or deliver the Mortgaged Property or any part thereof after
Mortgagee's demand, Mortgagee may obtain a judgment or decree conferring on
Mortgagee the right to immediate possession or requiring Mortgagors to deliver
immediate possession of all or part of the Mortgaged Property to Mortgagee, to
the entry of which judgment or decree Mortgagors hereby specifically consent.
Mortgagors shall pay to Mortgagee, upon demand, all costs and expenses of
obtaining such judgment or decree and reasonable compensation to Mortgagee, its
attorneys and agents, and all such costs, expenses and compensation shall, until
paid, be secured by the lien of this Junior Mortgage.

                      (iii)    Upon every such entering upon or taking of
possession, Mortgagee may hold, store, use, operate, manage and control the
Mortgaged Property and conduct the business thereof, and, from time to time:

                               (A)     make all necessary and proper
maintenance, repairs, renewals, replacements, additions, betterments and
improvements thereto and thereon and purchase or otherwise acquire additional
fixtures, personal and other mortgaged property;

                               (B)     insure or keep the Mortgaged Property
insured;

                               (C)     manage and operate the Mortgaged Property
and exercise all the rights and powers of Mortgagors in its name or otherwise
with respect to the same; and

                               (D)     enter into agreements with others to
exercise the powers herein granted Mortgagee, all as Mortgagee from time to time
may determine; and Mortgagee may collect and receive all the rents, income and
other benefits thereof, including those past due as well as those accruing
thereafter; and shall apply the monies so received by Mortgagee in such priority
as Mortgagee may determine to (1) the payment of interest, principal, and other
payments due and payable on the Instrument, or pursuant to this Junior Mortgage,
(2) the deposits for taxes and assessments and insurance premiums due, (3) the
cost of insurance, taxes, assessments and other proper charges upon the
Mortgaged Property or any part thereof, (4) any sums due and payable on any
approved prior encumbrance; and (5) the compensation, expenses and disbursements
of the agents, attorneys and other representatives of Mortgagee.

                  b.  Institute an action of mortgage foreclosure, or take
action as the law may allow, at law or in equity, for enforcement of this Junior
Mortgage, and proceed there onto final judgment and execution of the entire
unpaid balance of the Instrument including costs of suit, interest and
reasonable attorneys' fees. In case of any sale of the Mortgaged Property by
virtue of judicial proceedings, the Mortgaged Property may be sold in one parcel
and as an entirety or in such parcels, manner or order as the Mortgagee, in its
sole discretion, may elect.


                                       21
<PAGE>


                  c.  Institute partial foreclosure proceedings with respect to
the portion of the Secured Obligations so in default, as if under a full
foreclosure, and without declaring the entire Secured Obligations due, PROVIDED
that if foreclosure sale is made because of default of a part of the Secured
Obligations, such sale may be made subject to the continuing lien of this Junior
Mortgage for the unmatured part of the Secured Obligations; and it is agreed
that such sale pursuant to a partial foreclosure, if so made, shall not in any
manner affect the unmatured part of this Junior Mortgage and the lien thereof
shall remain in full force and effect just as though no foreclosure sale had
been made under the provisions of this subsection. Notwithstanding the filing of
any partial foreclosure or entry of a decree of a sale therein, Mortgagee may
elect at any time prior to a foreclosure sale pursuant to such decree, to
discontinue such partial foreclosure and to accelerate the Secured Obligations
by reason of any uncured default or defaults upon which such partial foreclosure
was predicated or by reason of any other defaults, and proceed with full
foreclosure proceedings. It is further agreed that several foreclosure sales may
be made pursuant to partial foreclosures without exhausting the right of full or
partial foreclosure sale for any unmatured part of the Secured Obligations, it
being the purpose to provide for a partial foreclosure sale of any matured
portion of the Secured Obligations without exhausting the power to foreclose and
to sell the Mortgaged Property pursuant to any such partial foreclosure for any
other part of the Secured Obligations whether matured at the time or
subsequently maturing; and without exhausting any right of acceleration and full
foreclosure.

                  d.  Appoint a receiver of the rents, issues and profits of the
Mortgaged Property and of the businesses conducted thereon and therefrom,
without the necessity of proving the depreciation or the inadequacy of the value
of the security or the insolvency of Mortgagors or any person who may be legally
or equitably liable to pay moneys secured hereby, and Mortgagors and each such
person waive such proof and hereby consent to the appointment of a receiver, to
enter upon and take possession of the Mortgaged Property and to collect all
rents, income and other benefits thereof and apply the same as the court may
direct and any such receiver shall be entitled to hold, store, use, operate,
manage and control the Mortgaged Property and conduct the business thereof as
would Mortgagee pursuant to paragraph a above. The expenses, including
receiver's fees, attorneys' fees, costs and agent's compensation, incurred
pursuant to the powers herein contained shall be secured by this Junior
Mortgage. The right to enter and take possession of, and to manage and operate,
the Mortgaged Property and to collect all rents, income and other benefits
thereof, whether by a receiver or otherwise, shall be cumulative to any other
right or remedy hereunder or afforded by law and may be exercised concurrently
therewith or independently thereof. Mortgagee shall be liable to account only
for such rents, income and other benefits actually received by the Mortgagee,
whether received pursuant to this paragraph or paragraph a above.
Notwithstanding the appointment of any receiver or other custodian, Mortgagee
shall be entitled as pledgee to the possession and control of any cash,
deposits, or instruments at the time held by, or payable or deliverable under
the terms of this Junior Mortgage to, Mortgagee.

                  e.  Institute an action for specific performance of any
covenant contained herein or in aid of the execution of any power herein
granted.


                                       22
<PAGE>


                  f.  Apply on account of the unpaid Secured Obligations and the
interest thereon or on account of any arrearages of interest thereon, or on
account of any balance due to the Mortgagee after a foreclosure sale of the
Mortgaged Property, or any part thereof, any unexpended moneys still retained by
the Mortgagee that were paid by the Mortgagor to the Mortgagee pursuant to
Article 7(c) or Article 8(h) hereof.

                  g.  Exercise any and all other rights and remedies granted
under this Junior Mortgage or now or hereafter existing in equity, at law, by
virtue of statue or otherwise.

         23.      DISCONTINUANCE OF PROCEEDINGS. If Mortgagee has proceeded to
enforce any right under the Instrument or this Junior Mortgage and such
proceedings have been discontinued or abandoned for any reason, then in every
such case, Mortgagors and Mortgagee will be restored to their former positions
and the rights, remedies and powers of Mortgagee will continue as if no such
proceedings had been taken.

         24.      SALE OF THE PROPERTIES; APPLICATION OF PROCEEDS. Subject to
the requirements of applicable law, the proceeds or avails of foreclosure sale
and all moneys received by Mortgagee pursuant to any right given or action taken
under the provisions of Article 22 of this Junior Mortgage, after taking into
account all moneys due to the holder of the Senior Mortgages, shall be applied
as follows:

                  First:  To the payment of the costs and expenses of any such
sale or other enforcement proceedings in accordance with the terms hereof and of
any judicial proceeding wherein the same may be made, and in addition thereto,
all actual out-of-pocket expenses, advances, liabilities and sums made or
furnished or incurred by Mortgagee or the holder of the Instrument under this
Junior Mortgage including, without limitation, attorneys fees and costs, and
fees and costs incurred by other professionals and consultants retained by
Mortgagee, together with interest at the Default Rate (or such lesser amount as
may be the maximum amount permitted by law), and all taxes, assessments or other
charges in connection with such foreclosure, except any taxes, assessments or
other charges subject to which the Mortgaged Property shall have been sold;

                  Second: To the payment of the amount then due, owing or unpaid
upon the Instrument for principal and interest on such amount; and in case such
proceeds shall be insufficient to pay in full the whole amount so due and
unpaid, then first, to the payment of all amounts of interest at the time due
and payable on the Instrument, without preference or priority of any installment
of interest over any other installment of interest, and second, to the payment
of all amounts of principal without preference or priority of any amount of
principal over any other amount of principal, or any part of the Secured
Obligations over any other part of the Secured Obligations;

                  Third:  To the payment of any other sums required to be paid
by Mortgagors pursuant to any provision of this Junior Mortgage;

                  Fourth: To the payment of all other Secured Obligations; and


                                       23
<PAGE>


                  Fifth:  With payment of the surplus, if any, to whomsoever may
be lawfully entitled to receive the same.

         25.      REMEDIES NOT EXCLUSIVE. Mortgagee shall be entitled to enforce
payment and performance of the Secured Obligations or any obligations secured
hereby and to exercise all rights and powers under this Junior Mortgage or other
agreement or any laws now or hereafter in force, notwithstanding some or all of
the Secured Obligations and obligations may now or hereafter be otherwise
secured, whether by mortgage, deed of trust, pledge, lien, assignment or
otherwise. Neither the acceptance of this Junior Mortgage nor its enforcement,
whether by court action or pursuant to the power of sale or the powers herein
contained, shall prejudice or in any manner affect Mortgagee's right to realize
upon or enforce any other security now or hereafter held by Mortgagee it being
agreed that Mortgagee shall be entitled to enforce this Junior Mortgage and any
other security now or hereafter held by Mortgagee in such order as it may in its
absolute discretion determine. No remedy herein conferred upon or reserved to
Mortgagee is intended to be exclusive of any other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. Every power or remedy
given to Mortgagee or to which Mortgagee may be otherwise entitled, may be
exercised concurrently or independently, from time to time and as often as may
be deemed expedient by Mortgagee.

         26.      EXTENSION, RELEASE, ETC. Without affecting the lien or charge
of this Junior Mortgage upon any portion of the Mortgaged Property not then or
theretofore released as security for the full amount of all unpaid obligations,
Mortgagee may, subject to the Secured Agreement, from time to time and without
notice, agree to (i) extend the maturity or alter any of the terms of any such
obligation, (ii) grant other indulgences, (iii) release or reconvey, or cause to
be released or reconveyed at any time at Mortgagee's option any parcel, portion
or all of the Mortgaged Property, (iv) take or release any other or additional
security for any obligation herein mentioned, or (v) make compositions or other
arrangements with debtors in relation thereto.

         27.      WAIVER OF APPRAISEMENT, VALUATION. Each Mortgagor hereby
waives, to the full extent that it may lawfully do so, the benefit of all
appraisement, valuation, stay and extension laws now or hereafter in force and
all rights of marshalling of assets in the event of any sale of the Mortgaged
Property, any part thereof or any interest therein, and any court having
jurisdiction to foreclose the lien hereof may sell the Mortgaged Property (real
or personal, or both) as an entirety or in such parcels, lots, manner or order
as the Mortgagee in its sole discretion may elect.

         28.      SUCCESSOR MORTGAGOR. In the event ownership of the Mortgaged
Property or any portion thereof becomes vested in a person other than the
Mortgagors herein named, except as permitted by the Secured Agreement or Section
35 of this Junior Mortgage, Mortgagee may, without notice to the Mortgagors
herein named, whether or not Mortgagee has given written consent to such change
in ownership, deal with such successor or successors in interest with reference
to this Junior Mortgage and the Secured Obligations, and in the same manner as
with the Mortgagors herein named, without in any way vitiating or discharging
Mortgagors' liability hereunder or under the Secured Obligations.


                                       24
<PAGE>


         29.      SECURITY AGREEMENT UNDER UNIFORM COMMERCIAL CODE. It is the
intention of the parties hereto that this Junior Mortgage shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code.
Notwithstanding the filing of a financing statement covering any of the
Mortgaged Property in the records normally pertaining to personal property, all
of the Mortgaged Property, for all purposes and in all proceedings, legal or
equitable, shall be regarded, at Mortgagee's option (to the extent permitted by
law), as part of the Real Estate whether or not such item is physically attached
to the Real Estate or serial numbers are used for the better identification of
certain items. The mention in any such financing statement of any of the
Mortgaged Property shall never be construed as in any way derogating from or
impairing this declaration and hereby stated intention of the parties that such
mention in the financing statement is hereby declared to be for the protection
of Mortgagee in the event any court shall at any time hold that notice of
Mortgagee's priority of interest to be effective against any third party,
including the federal government and any authority or agency thereof, must be
filed in the Uniform Commercial Code records. Pursuant to the provision of the
Uniform Commercial Code, each Mortgagor hereby authorizes Mortgagee, without the
signature of such Mortgagor, to execute and file financing and continuation
statements if Mortgagee shall determine, in its sole discretion, that such are
necessary or advisable in order to perfect its security interest in the Fixtures
covered by this Junior Mortgage, and Mortgagors shall pay to Mortgagee, on
demand, any reasonable out-of-pocket expenses incurred by Mortgagee in
connection with the preparation, execution, and filing of such statements that
may be filed by Mortgagee.

         30.      INDEMNIFICATION; WAIVER OF CLAIM.
                  --------------------------------

                  a.  If Mortgagee is made a party to any litigation, mediation,
arbitration, administrative or bankruptcy proceedings or appeals therefrom
concerning this Junior Mortgage or the Mortgaged Property or any part thereof or
interest therein, or the occupancy thereof by Mortgagors, then Mortgagors shall
indemnify, defend and hold Mortgagee harmless from all liability by reason of
said action other than that arising solely from Mortgagee's own willful
misconduct or gross negligence, including reasonable attorneys' fees and
paralegals' fees and reasonable out-of-pocket expenses incurred by Mortgagee in
any such action, whether or not any such action is prosecuted to judgment,
including, without limitation reasonable attorneys' fees and paralegals' fees
and reasonable out-of-pocket expenses incurred in connection with any such
action. If Mortgagee commences an action against Mortgagors to enforce any of
the terms hereof or because of the breach by a Mortgagor of any of the terms
hereof, or for the recovery of any sum secured hereby, such Mortgagor shall pay
to Mortgagee reasonable attorneys' fees and paralegals' fees and reasonable
out-of-pocket expenses, including, without limitation reasonable attorneys' fees
and paralegals' fees and reasonable out-of-pocket expenses incurred in
connection with any litigation, mediation, arbitration, administrative or
bankruptcy proceedings and any appeals therefrom, together with interest thereon
at the rate provided in the Instrument from the date the same are paid by
Mortgagee to the date of reimbursement by such Mortgagor, and the right to such
reasonable attorneys' fees and paralegals' fees and reasonable out-of-pocket
expenses shall be deemed to have accrued on the commencement of such action, and
shall be enforceable whether or not such action is prosecuted to judgment. If an
Event of Default shall have occurred, Mortgagee may engage an attorney or
attorneys to protect its rights hereunder, and in the event of such engagement,
Mortgagors shall pay Mortgagee reasonable


                                       25
<PAGE>


attorneys' fees and paralegals' fees and reasonable out-of-pocket expenses
incurred by Mortgagee, whether or not an action is actually commenced against
Mortgagors by reason of breach, including, without limitation reasonable
attorneys' and paralegals' fees and reasonable out-of-pocket expenses incurred
in connection with any litigation, mediation, arbitration, administrative or
bankruptcy proceedings and any appeals therefrom.

                  b.  Mortgagors waive any and all right to claim or recover
against Mortgagee, its officers, employees, agents and representative, for loss
of or damage to Mortgagors, the Mortgaged Property, any Mortgagor's property or
the property of others under any Mortgagor's control from any cause whatsoever,
except for the willful misconduct or gross negligence of Mortgagee, its
officers, employees, agent or representatives.

                  c.  The obligations of Mortgagors in this Article 30 hereof
shall survive satisfaction of this Junior Mortgage and the discharge of
Mortgagors' other obligations under this Junior Mortgage, the Secured Agreement
and the other Secured Instrument Documents.

         31.      NO WAIVERS, ETC. Any failure by Mortgagee to insist upon the
strict performance by Mortgagors of any of the terms and provisions of this
Junior Mortgage shall not be deemed to be a waiver of any of the terms and
provisions hereof, and Mortgagee, notwithstanding any such failure, shall have
the right thereafter to insist upon the strict performance by Mortgagors of any
and all of the terms and provisions of this Junior Mortgage to be performed by
Mortgagors; Mortgagee may release, regardless of consideration and without the
necessity for any notice to, or consent by, the holder of any subordinate lien
on the Mortgaged Property, any part of the security held for the obligations
secured by this Junior Mortgage without, as to the remainder of the security, in
anywise impairing or affecting the lien of this Junior Mortgage or the priority
of such a lien over any subordinate lien. Mortgagee may resort for the payment
of the Secured Obligations secured by this Junior Mortgage to any other security
therefor held by Mortgagee in such order and manner as Mortgagee may elect.

         32.      WAIVERS BY MORTGAGORS. Upon the happening and continuation of
an Event of Default hereunder, each Mortgagor hereby waives, to the extent
permitted by applicable law, all errors and imperfections in any proceedings
instituted by Mortgagee under this Junior Mortgage and all notices of any Event
of Default (except as may be provided for under the terms hereof or of the
Secured Agreement) or of Mortgagee's election to exercise or its actual exercise
of any right, remedy or recourse provided for under this Junior Mortgage and
Mortgagors shall not at any time insist upon or plead, or in any manner whatever
claim or take any benefit or advantage of, any present or future statute, law,
regulation or judicial decision which (a) exempts any of the Mortgaged Property
or any other property, real or personal, or any part of the proceeds arising
from any sale thereof from attachment, levy or sale under execution, (b)
provides for any stay of execution, moratorium, marshalling of assets, exemption
from civil process, redemption, extension of time for payment or valuation or
appraisement of any of the Mortgaged Property, or (c) conflicts with any
provision, covenant or term of this Junior Mortgage.

         33.      SURRENDER. Upon the occurrence of any Event of Default and
pending the exercise by Mortgagee or its agents or attorneys of its right to
exclude Mortgagors from all


                                       26
<PAGE>


or any part of the Mortgaged Property, each Mortgagor agrees to vacate and
surrender possession of the Mortgaged Property to Mortgagee or to a receiver, if
any, and in default thereof may be evicted by any summary action or proceeding
for the recovery of possession of premises for nonpayment of rent, however
designated.

         34.      NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing, and unless
otherwise expressly provided herein, shall be considered to have been duly given
or made when received by receipted hand delivery, or by facsimile or telecopy
transmission, receipt confirmed, addressed as follows, or to such other address
as may be hereafter notified by the respective parties thereto:

         The Mortgagors:       Atlantic Gulf Communities Corporation
                               2601 South Bayshore Drive
                               Miami, Florida 33133-5461
                               Attention:  John H. Fischer
                               Vice President
                               Telecopy: (305) 859-4623

                               Copy to:   Greenberg, Traurig, Hoffman,
                                          Lipoff, Rosen & Quentel, P.A.
                                          1221 Brickell Avenue
                                          Miami, Florida 33131
                                          Attn:  Matthew B. Gorson, Esq.

         The Mortgagee:        Foothill Capital Corporation
                               11111 Santa Monica Blvd., Suite 1500
                               Los Angeles, CA  90025-3333
                               Attn:  Benjamin W. Silver
                               Telecopy: (310) 479-2690

                               Copy to:   Apollo Real Estate Advisors II, L.P.
                                          1301 Avenue of the Americas
                                          New York, New York 10019
                                          Attn: Rick Koenigsberger
                                          Telecopy:  (212) 459-3301

                               Copy to:   Wachtell, Lipton, Rosen & Katz
                                          51 West 52nd Street
                                          New York, New York  10019
                                          Attn: Philip Mindlin, Esq.
                                          Telecopy:  (212) 403-2000


                                           27
<PAGE>



                               Copy to:   Carlton, Fields, Ward, Emmanuel, Smith
                                          & Cutler, P.A.
                                          Post Office Box 3239
                                          Tampa, Florida  33601
                                          Attn:  Paula McDonald Rhodes, Esq.
                                          Telecopy:  (813) 229-4133

                               Copy to:   Annis, Mitchell, Cockey, Edwards &
                                          Roehn, P.A.
                                          201 North Florida Avenue, Suite 2100
                                          Tampa, Florida  33602
                                          Attn:  Stephen J. Szabo, III, Esquire
                                          Telecopy:  (813/223-9067

provided, that any notice, request or demand to or upon any Mortgagor pursuant
to Article 20 shall be effective two (2) days after being deposited in the mail,
postage prepaid, PROVIDED FURTHER, that in the case at any such notice, request
or demand to or upon Mortgagors pursuant to Article 20, Mortgagee shall use its
best efforts to notify the Mortgagors concurrently with any notice by mail, by
telecopy transmission or hand delivery, it being agreed that the failure to give
any such notice, request or demand by telecopy transmission shall not have any
adverse effect upon the effectiveness of any such notice, request or demand
given by mail.

         35.      PARTIAL RELEASES. Mortgagee shall release parcels of the
Mortgaged Property or otherwise subordinate this Junior Mortgage upon the terms
and conditions set forth in the Secured Agreement and whenever required pursuant
to the Intercreditor Agreement (as defined in Article 53). The Mortgagee shall
execute such partial releases, in form and substance satisfactory to Mortgagee,
prepared by Mortgagors at their expense. Parcels to be released need not be
contiguous to any of the parcels previously released from this Junior Mortgage.
Mortgagee agrees that notwithstanding anything to the contrary contained herein,
the lien of this Junior Mortgage is subordinate and inferior to the contract
rights of any purchaser of any lot in which the subject property has been
platted, and Mortgagee shall release any such lot from the lien and operation of
this Junior Mortgage upon the sole condition that such purchaser has complied
with the terms and provisions of his purchase agreement with Mortgagor.
Mortgagee further agrees that in the event of default by Mortgagor, the
aforesaid provisions of this Article 35 shall survive the final judgment in the
event this Junior Mortgage is foreclosed and shall be binding on any purchaser
in a foreclosure sale. Such releases from the lien hereof shall not affect the
lien hereby granted as to the remainder of the Mortgaged Property.

         36.      REACQUISITION OF RELEASED LOTS. The lien of this Junior
Mortgage shall encumber, and the Mortgaged Property shall include, any and all
portions of the Mortgaged Property which may hereafter be released from the lien
hereof in connection with the sale of lots by Mortgagors ("RELEASED LOTS") if
such Released Lots are reacquired by Mortgagors at any time prior to the
satisfaction of this Junior Mortgage in full.


                                       28
<PAGE>


         37.      DEVELOPMENT MATTERS. To the extent required by applicable law,
the Mortgagee, without incurring any obligation to file or record any
documentation and at Mortgagors' cost and expense, shall join in the execution
of subdivision plats, easements and declarations covering all or any part of the
Mortgaged Property and other documents with respect to which Mortgagee's joinder
is necessary for the development of the Mortgaged Property as contemplated in
the Business Plan, PROVIDED that such subdivision plats, easements, declarations
and other documents are in form and substance reasonably satisfactory to
Mortgagee and Mortgagors shall have complied in all respects with all applicable
provisions of law with respect thereto.

         38.      COUNTERPARTS. This Junior Mortgage is being executed in
multiple counterparts, all of which shall for all purposes constitute one
agreement binding on all the parties hereto, in order to permit its being
recorded concurrently in all of the counties in which the Mortgaged Property is
located.

         39.      FUTURE ADVANCES. This Junior Mortgage shall secure not only
the Secured Obligations described hereinabove, but also such future or
additional advances as may be made by Obligee (including its successors and
assigns) from time to time, whether obligatory or at its option, for any
purpose, provided that all those advances are to be made within 20 years from
the date of this Junior Mortgage or within such lesser period of time as may be
provided hereafter by law as a prerequisite for the sufficiency and actual
notice or record notice of the optional future or additional advances as against
the rights of creditors or subsequent purchases for valuable consideration. The
total amount of the Secured Obligations secured by this Junior Mortgage may
decrease or increase from time to time but the total unpaid indebtedness
(exclusive of any interest and expenses included as part of the Secured
Obligations) as secured at any one time by this Junior Mortgage shall not exceed
the maximum principal amount of ONE HUNDRED MILLION AND NO/100 DOLLARS
($100,000,000.00), plus interest, and any disbursements made for the payment of
taxes, levies, or insurance on the property covered by the lien of this Junior
Mortgage with interest on those disbursements. It shall be a default hereunder
if Mortgagors shall file for record a notice limiting the maximum principal
amount which may be secured by this Junior Mortgage if the effect of the filing
of such notice would in any way prohibit Mortgagee from making future advances
to be secured by this Junior Mortgage in the full amount hereinabove set forth.

         40.      TAXES ON MORTGAGEE.
                  ------------------

                  a.  If any Governmental Authority shall levy, assess, or
charge any tax, assessment or imposition upon this Junior Mortgage, the Secured
Obligations, the interest of Mortgagee in the Mortgaged Property, or Mortgagee
by reason of or as holder of any of the foregoing, Mortgagors shall pay (or
provide funds to Mortgagee for such payment), to the extent required in the
Secured Agreement, all such taxes, assessment and impositions to, for, or on
account of Mortgagee (other than federal, state or local income taxes of
Mortgagee or franchise taxes imposed on the Mortgagee or the holder of the
Instrument assessed other than on the basis of Mortgagee's or such holder's
holding this Junior Mortgage) as they become due and payable and on demand shall
furnish proof of such payment to Mortgagee. In the event of passage of any law
or regulation permitting, authorizing or requiring the tax,


                                       29
<PAGE>


assessment or imposition to be levied, assessed or charged, which law or
regulation prohibits Mortgagor from paying the tax, assessment or imposition to
or for Mortgagee (and from providing funds to the Mortgagee to pay any such tax,
assessment or imposition), or which shall make such payment by Mortgagor result
in the imposition of interest exceeding the maximum permitted by law, then,
unless the affected portion of the Mortgaged Property is released from the lien
of this Junior Mortgage pursuant to the terms hereof and of the Secured
Agreement, Mortgagee may declare the Secured Obligations secured hereby
immediately due and payable.

                  b.  In the event of the passage after the date of this Junior
Mortgage of any law of the jurisdiction in which the Real Estate is located
deducting from the value of the Real Estate for the purposes of taxation any
lien thereon or changing in any way the laws for the taxation of mortgages or
debts secured by mortgages for state or local purposes or the manner of the
collection of any such taxes and imposing a tax, either directly or indirectly,
on this Junior Mortgage or any Secured Instrument Document, as defined in the
Secured Agreement, Mortgagee shall have the right to declare all sums
outstanding secured by this Junior Mortgage immediately due and payable,
provided, however, that such election shall be ineffective if (i) the affected
Mortgagor is exempt from such tax or, if not exempt from such tax, is permitted
by law to pay the whole of such tax (or to provide funds to Mortgagee to pay
such taxes) in addition to all other payments required hereunder and if
Mortgagor pays such tax (or provides funds to Mortgagee to pay such tax) when
the same is due and payable and agrees in writing to pay such tax when the same
is due and payable and agrees in writing to pay such tax when thereafter levied
or assessed against the Real Estate; or (ii) the affected portion of the
Mortgaged Property is released from the lien of this Junior Mortgage in
accordance with the terms hereof and of the Secured Agreement.

         41.      SENIOR MORTGAGES. This Junior Mortgage is subject and
subordinate to those certain mortgages described in SCHEDULE 1 attached hereto
and hereby made a part hereof ("SENIOR MORTGAGES").

         42.      PRIOR JUNIOR MORTGAGES; NOTICES. Mortgagors agree to
forward to Mortgagee copies of all correspondence to or from the holder of the
Senior Mortgages, and all other prior or subordinate mortgages promptly after
mailing or receiving same, either constituting notices of a material default
thereunder, or relating to payment of principal and/or interest in respect of
all prior or subordinate mortgages.

         43.      NO MODIFICATION; BINDING OBLIGATIONS. This Junior Mortgage
may not be modified, amended, discharged or waived in whole or in part except by
an agreement in writing signed by the party against whom enforcement of any such
modification, amendment, discharge or waiver is sought. The covenants of this
Junior Mortgage shall run with the land and bind Mortgagors, the heirs,
distributees, personal representatives, successors and assigns of Mortgagors,
and all present and subsequent encumbrancers, lessees and sublessees of any of
the Mortgaged Property, and shall inure to the benefit of Mortgagee and its
successors, assigns and endorsees.

         44.      MISCELLANEOUS. As used in this Junior Mortgage, the
singular shall include the plural as the context requires and the following
words and phrases shall have the following


                                       30
<PAGE>


meanings: (a) "including" shall mean "including but not limited to"; (b)
"provisions" shall mean "provisions, terms, covenants and/or conditions"; (c)
"lien" shall mean "lien, charge, encumbrance, security interest, mortgage and/or
deed of trust"; (d) "obligation" shall mean "obligation, duty, covenant and/or
condition"; and (e) "any of the Mortgaged Property" shall mean "the Mortgaged
Property or any part thereof or interest therein." Capitalized terms not defined
herein shall have the meanings give them in the Secured Agreement. Any act which
Mortgagee is permitted to perform hereunder may be performed at any time and
from time to time by Mortgagee or any person or entity designated by Mortgagee.
Any act which is prohibited to Mortgagors hereunder is also prohibited to all
lessees of any of the Mortgaged Property. Each appointment of Mortgagee as
attorney-in-fact for Mortgagors under the Mortgage is irrevocable and coupled
with an interest.

         45.      CAPTIONS. The captions or headings at the beginning of
each Article hereof are for the convenience of the parties and are not a part of
this Junior Mortgage.

         46.      SUCCESSORS AND ASSIGNS. The covenants contained herein
shall run with the land and bind each Mortgagor, its successors and assigns, and
all subsequent owners, encumbrances and tenants of the Mortgaged Property, and
shall inure to the benefit of the Mortgagee.

         47.      ENFORCEABILITY. The validity and enforceability of this
Junior Mortgage shall be construed and interpreted according to the laws of the
State of Florida; provided, however, that nothing in this Section shall be
construed to affect in any way the intent of the parties that the Instrument and
the Secured Agreement, and the rights and obligations of the parties thereto and
thereunder, shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York where the Instrument, this Junior
Mortgage, the Secured Agreement and the other Secured Instrument Documents (as
defined in the Secured Agreement) were negotiated and the payment of amounts due
in respect of the Secured Obligations shall be made and rendered to Mortgagee.

         48.      SEVERABILITY. Whenever possible, each provision of this
Junior Mortgage shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Junior Mortgage shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this Junior Mortgage.

         49.      AUTHORITY OF MORTGAGEE. The rights and responsibilities of
Mortgagee under this Junior Mortgage with respect to any action taken by
Mortgagee or the exercise or non-exercise by Mortgagee of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Junior Mortgage shall, as among Mortgagee and the Obligee,
be governed by the Secured Agreement, and by such other agreements with respect
thereto as may exist from time to time among them, but, as among Mortgagee and
Mortgagors, Mortgagee shall be conclusively presumed to be acting as agent for
the holder of the Instrument with full and valid authority so to act or refrain
from acting, and Mortgagors shall not be under any obligation, or entitlement,
to make any inquiry respecting such authority.


                                       31
<PAGE>


         50.      RECEIPT OF COPY. Each Mortgagor acknowledges that it has
received a true copy of this Junior Mortgage.

         51.      JOINT AND SEVERAL OBLIGATIONS. The obligations,
liabilities and agreements of the Mortgagors hereunder shall be joint and
several.

         52.      SUBORDINATION AND ADDITIONAL PARTIAL RELEASE OF MORTGAGE
LIENS. Mortgagee shall release or subordinate parcels of the Mortgaged Property
from the lien of this Junior Mortgage upon the terms and conditions set forth in
the Secured Agreement pursuant to partial releases or subordinations, in form
and substance satisfactory to Mortgagee, prepared by Mortgagors at their
expense.

         53.      INTERCREDITOR AGREEMENT. All of the Mortgaged Property is
subject to other mortgages given to other lenders. The relative priority of the
mortgages is governed by the terms and provisions of that certain Intercreditor
Agreement ("INTERCREDITOR AGREEMENT") dated of even date herewith, pursuant to
the terms of which Obligee has agreed to permit, and consents to, the placing of
the mortgage liens upon the Land and all Improvements, Fixtures and tangible
personal property located thereon or used in connection therewith to secure
certain obligations of the Company as more particularly described in, and
subject to the terms and conditions of, the Intercreditor Agreement. The terms
of this Junior Mortgage are subject to the terms and provisions of the
Intercreditor Agreement.

         IN WITNESS WHEREOF, Mortgagors have executed this Junior Mortgage and
Security Agreement as of the date first set forth above.



Witnesses:                                MORTGAGORS:

                                          ATLANTIC GULF COMMUNITIES
                                          CORPORATION, a Delaware corporation
-----------------------------------
Signature                                          (Corporate Seal)

-----------------------------------
Printed Name
                                          By:
                                             -----------------------------------
                                                   John H. Fischer
-----------------------------------                Vice President
Signature

-----------------------------------
Printed Name                         Address:
                                               2601 South Bayshore Drive
                                               Miami, Florida 33133-5461


                                       32
<PAGE>


                                          ENVIRONMENTAL QUALITY
                                          LABORATORY, INCORPORATED, a
                                          Florida corporation

-----------------------------------
Signature                                          (Corporate Seal)

-----------------------------------
Printed Name
                                          By:
                                             -----------------------------------
                                                   John H. Fischer
-----------------------------------                Vice President
Signature

-----------------------------------
Printed Name                         Address:
                                               2601 South Bayshore Drive
                                               Miami, Florida 33133-5461



                                          GENERAL DEVELOPMENT
                                          UTILITIES, INC., a Florida corporation

-----------------------------------
Signature                                          (Corporate Seal)

-----------------------------------
Printed Name
                                          By:
                                             -----------------------------------
                                                   John H. Fischer
-----------------------------------                Vice President
Signature

-----------------------------------
Printed Name                         Address:
                                               2601 South Bayshore Drive
                                               Miami, Florida 33133-5461


                                          FIVE STAR HOMES, INC., a Florida
                                          corporation

-----------------------------------
Signature                                          (Corporate Seal)

-----------------------------------
Printed Name
                                          By:
                                             -----------------------------------
                                                   John H. Fischer
-----------------------------------                Vice President
Signature

-----------------------------------
Printed Name                         Address:
                                               2601 South Bayshore Drive
                                               Miami, Florida 33133-5461


                                       33
<PAGE>


                                         ATLANTIC GULF OF TAMPA, INC.,
                                         a Florida corporation

-----------------------------------
Signature                                          (Corporate Seal)

-----------------------------------
Printed Name
                                          By:
                                             -----------------------------------
                                                   John H. Fischer
-----------------------------------                Vice President
Signature

-----------------------------------
Printed Name                         Address:
                                               2601 South Bayshore Drive
                                               Miami, Florida 33133-5461



STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

         The foregoing instrument was acknowledged before me this ___ day of
June, 1997, by John H. Fischer, as Vice President of Atlantic Gulf Communities
Corporation, a Delaware corporation, f/k/a General Development Corporation, on
behalf of the corporation, who is personally known to me or has produced a
Florida driver's license number F260-468- 57-430-0 as identification.


                                               ---------------------------------
                                               NOTARY PUBLIC
                                               Name:
                                                    ----------------------------
                                               Serial #:
                                                        ------------------------
                                               My Commission Expires:



STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

         The foregoing instrument was acknowledged before me this ___ day of
June, 1997, by John H. Fischer, as Vice President of Environmental Quality
Laboratory, Incorporated, a Florida corporation, on behalf of the corporation,
who is personally known to me or has produced a Florida driver's license number
F260-468-57-430-0 as identification.


                                               ---------------------------------
                                               NOTARY PUBLIC
                                               Name:
                                                    ----------------------------
                                               Serial #:
                                                        ------------------------
                                               My Commission Expires:


                                       34

<PAGE>


STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

         The foregoing instrument was acknowledged before me this ___ day of
June, 1997, by John H. Fischer, as Vice President of General Development
Utilities, Inc., a Florida corporation, on behalf of the corporation, who is
personally known to me or has produced a Florida driver's license number
F260-468-57-430-0 as identification.

                                               ---------------------------------
                                               NOTARY PUBLIC
                                               Name:
                                                    ----------------------------
                                               Serial #:
                                                        ------------------------
                                               My Commission Expires:


STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

         The foregoing instrument was acknowledged before me this ___ day of
June, 1997, by John H. Fischer, as Vice President of Five Star Homes, Inc., a
Florida corporation, on behalf of the corporation, who is personally known to me
or has produced a Florida driver's license number F260-468-57-430-0 as
identification.


                                               ---------------------------------
                                               NOTARY PUBLIC
                                               Name:
                                                    ----------------------------
                                               Serial #:
                                                        ------------------------
                                               My Commission Expires:




STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

         The foregoing instrument was acknowledged before me this ___ day of
June, 1997, by John H. Fischer, as Vice President of Atlantic Gulf of Tampa,
Inc., a Florida corporation, behalf of the corporation, who is personally known
to me or has produced a Florida driver's license number F260-468-57-430-0 as
identification.


                                               ---------------------------------
                                               NOTARY PUBLIC
                                               Name:
                                                    ----------------------------
                                               Serial #:
                                                        ------------------------
                                               My Commission Expires:


                                       35
<PAGE>



                                    EXHIBIT A
                                    ---------

                                     (Land)




                                       36

<PAGE>


                                  SCHEDULE "1"
                                  ------------





                                       37