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EXHIBIT 10.58

| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | 000003408
RECORDED 09/09/2003   11:55:17AM
Bk:00586 Pg:00201 Pages:9
Williamsburg County, SC
Clerk of Court
Carolyn F. Williams

STATE OF SOUTH CAROLINA

|                       |  |                         |  | 
|---------------------- |  | ----------------------- |  | 
|COUNTY OF WILLIAMSBURG |  | CERTIFIED TRUE COPY    
|                       |  | Date:09/09/2003        
|                       |  | Clerk of Court         
|                       |  | Carolyn F. Williams    
|                       |  | Williamsburg County, SC

THIRD AMENDMENT TO PURCHASE MONEY
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING
(Mortgage Book 338, page 96)

THIS THIRD AMENDMENT TO PURCHASE MONEY MORTGAGE,
ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING
(hereinafter referred to as this Third Amendment) is made as of the 5th day
of September, 2003, by and between:



| | MARTEK BIOSCIENCES KINGSTREE CORPORATION,a Delaware
corporation, with an address at Highway 52 North, Kingstree,
South Carolina 29556 (hereinafter referred to as the
Mortgagor);                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | GENENCOR INTERNATIONAL, INC.,a Delaware corporation, with an address
at 4 Cambridge Place, 1870 South Winton Road , Rochester, New York
14618, (hereinafter referred to as the Assignee or
Mortgagee) as assignee to IBIS LIMITED PARTNERSHIP,a North Carolina Limited
Partnership, having an address at c/o Gist-Brocades International B.
V ., Wateringseweg 1, 2611 XT Delft, The Netherlands
(IBIS), pursuant to that certain Second Amendment to Purchase Money Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture Filing
dated April 3, 1996 as recorded in Mortgage Book 374, page 253.

WITNESSETH

Fermpro Manufacturing, LP, a Georgia limited partnership with an address
at Highway 52 North, Kingstree, South Carolina 29556 (Fermpro),Astral
Technologies, Inc. (Astral), a South Carolina corporation and the general
partner of Fermpro, and Martek Biosciences Corporation, a Delaware corporation,
on behalf of itself and Martek Biosciences Kingstree Corporation (Martek
Kingstree),have entered into that certain Asset Sale and Purchase Agreement
dated as of July 21, 2003 (the Fermpro Asset Sale and
Purchase Agreement) pursuant to which Martek Kingstree has agreed to purchase the assets of Fermpro
and to assume that certain Note, Mortgage, Security Agreement, and Non
Compete Covenant in Assignees Favor and the TMA as may be modified in
connection herewith and, each as defined in the Purchase Money Mortgage,
Assignment of Rents and Leases, Security agreement and Fixture Filing between
Fermpro and IBIS Limited Partnership, a North Carolina





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limited Partnership, dated April 27, 1994, as filed in Mortgage Book 338, page
96, as amended on May 4, 1994 and April 3, 1996, each as filed with the Office
of the Clerk of court of Williamsburg County, South Carolina.

THIS MORTGAGE COVERS FIXTURES AND CONSTITUTES A FIXTURE FINANCING
STATEMENT.

The parties have agreed to amend and modify certain terms of the
Mortgage, and Martek Kingstree and Genencor have entered into this Third
Amendment for the purposes of modifying and amending in accordance with the
terms of this Third Amendment, the Mortgage.

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

1.     Modifications of Mortgage. (a) The Mortgage is hereby
amended by adding the following paragraph to the end of the recitals:

Fermpro Manufacturing, LP (Fermpro),a Georgia limited partnership,
Astral Technologies, Inc. (Astral), a South Carolina corporation and the
general partner of Fermpro, and Martek Biosciences Corporation, a Delaware
corporation, on behalf of itself and Martek Biosciences Kingstree Corporation
(Martek Kingstree), have entered into that certain Asset Sale and Purchase
Agreement dated as of July 21, 2003 (the Fermpro Asset Sale and Purchase
Agreement) pursuant to which Martek Kingstree has agreed to purchase the
assets of Fermpro and to assume the Note, Mortgage, Security Agreement, and Non
Compete Covenant in Assignees Favor and the TMA so that Fermpro and Astral are
released from their obligations under such agreements, as such agreements may
be modified in connection herewith and each as defined in the Purchase Money
Mortgage, Assignment of Rents and Leases, Security agreement and Fixture Filing
between Fermpro and IBIS Limited Partnership, a North Carolina limited
Partnership, dated April 27, 1994, as filed in Mortgage Book 338, page 96, as
amended on May 4, 1994 and April 3, 1996, each as filed with the Office of the
Clerk of court of Williamsburg County, South Carolina.

THIS MORTGAGE COVERS FIXTURES AND CONSTITUTES A FIXTURE FINANCING
STATEMENT.

The parties have agreed to amend and modify certain terms of the Mortgage,
and Martek Kingstree and Genencor have entered into this Third Amendment for
the purposes of modifying and amending in accordance with the terms of this
Third Amendment, this Mortgage.

Hereinafter, references to the Security Agreement shall mean the Security
Agreement as amended by the Third Amendment to the Security Agreement by and
between Fermpro and Genencor dated the date hereof; references to the Mortgage
shall mean the Mortgage as amended by this Third Amendment; references to the
Note shall mean the Second Amended and Restated and Substituted Promissory Note
dated the date hereof payable to the

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order of Genencor; references to the Mortgagor shall mean Martek Kingstree;
and, references to the Mortgagee shall mean Genencor.

Notwithstanding anything to the contrary in the Mortgage, the parties
expressly agree that this Mortgage secures only the obligations of the
Mortgagor under the Note as amended.

(b)     Mortgagor
and Mortgagee agree that the definition of Business Equipment shall not include trade fixtures and other equipment that
is personal property.

(c)     Section 1.01(a) of the Mortgage is hereby amended in its entirety to
read as follows:

Payment of all indebtedness and the performance of all obligations of
the Mortgagor under the Note. Notwithstanding anything to the contrary in the
Mortgage, the parties expressly agree that this Mortgage secures only the
obligations of the Mortgagor under the Note, as modified and restated on the
date hereof. The maturity date of the Note, as defined in the Note, is
December 31, 2014.

(d)     Section l.0l(b) of the Mortgage is hereby amended in its entirety to
read as follows:

Payment of all indebtedness under this Mortgage, including payment of
all sums expended or advanced by Mortgagee hereunder, together with
interest thereon.

(e)     Section 1.01(c) of the Mortgage is hereby deleted in its entirety.

(f)     Section 2.09 of the Mortgage is hereby amended by deleting the
last sentence of Section 2.09.

(g)     Section 2.10 of the Mortgage is hereby amended in its entirety to read as
follows:

Mortgagor shall comply with the covenants set forth in the Purchase Documents.

(h)     Section 4.01(d) of the Mortgage is hereby amended by deleting
the reference to forty-five (45) days in the first paragraph of Section 4.01(d) and replacing it with sixty (60) days.

(i)     Section 4.01(d) of the Mortgage is hereby amended by deleting
the reference to $50,000 in the definition of Material Post-Closing
Environmental Conditionand replacing it with $ 100,000.

(j)     Section 5.01 of the Mortgage is hereby amended to change the
address of the Mortgagor as follows:

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If to Mortgagor, to:



| |  | Martek Biosciences Kingstree Corporation
C/o Martek Biosciences Corporation
6480 Dobbin Road
Columbia, Maryland 21045
Attention: General Counsel
Telefax: (410) 740-2985
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(k)     Section 5.09 of the Mortgage is hereby amended and restated
in its entirety by substituting the following:

Mortgagee may not assign the Mortgage and its rights and interests
therein without the prior written consent from Mortgagor. This Mortgage shall
be binding upon the successors and assigns of the Mortgagor and shall inure to
the benefit of the permitted successors and assigns of the Mortgagee.

2.     Subordination. Mortgagee hereby subordinates its lien to the
easements, restrictions and agreements contained in the (a) Access Easement
Agreement by and between CBT Enterprises, LLC and Fermpro Manufacturing, LP
dated September 5, 2003, recorded on September 5, 2003, Book A536, Page 001
in ROD for Williamsburg County, South Carolina; and (b) Amended and Restated
Easement and Shared Facilities Agreement by and between CBT Enterprises, LLC
and Fermpro Manufacturing dated September 5, 2003, recorded on September 5,
2003, Book A536, page 043 in ROD for Williamsburg County, South Carolina.

3.     Exhibit A of the Mortgage is amended so as to grant and
mortgage to Mortgagee all of Mortgagors rights in and to the following
appurtenant easements:

(a) Access Easement Agreement by and between CBT Enterprises, LLC and
Fermpro Manufacturing dated September 5, 2003, recorded on September 5,
2003, Book A536, page 001 in ROD for Williamsburg County, South Carolina; and

(b) Amended and Restated Easement and Shared Facilities Agreement by and
between CBT Enterprises, LLC and Fermpro Manufacturing dated September 5, 2003,
recorded on September 5, 2003, Book A536 page 043 in ROD for Williamsburg
County, South Carolina.

4.     Conflict of Terms. In the event of a conflict between the terms of this
Amendment and the Mortgage, as applicable, the terms of this Amendment
shall govern.

5.     References to Mortgage. Whenever there is a reference to this
Mortgagein the Mortgage or any exhibits thereto or to the Mortgagein
any of the other Purchase Documents or any Exhibit thereto, such reference shall be deemed
to refer to the Mortgage, as amended by this Amendment.

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6.     Successors and Assigns. Whenever in this Amendment any of the parties
hereto are referred to, such reference shall be deemed to include the
successors and assigns of such party.

7.     Reaffirmation of Mortgage. As modified herein, the Mortgage remains in
full force and effect.

8.     Counterparts. This Amendment may be executed by Mortgagor and
Mortgagee on separate counterparts and said counterparts taken
together shall be deemed to constitute one and the same instrument.

9.     Enforceability. To the extent that any provision of this Amendment may
be deemed invalid or unenforceable, under any applicable law, such
provision shall be deemed void and inoperative and shall not form part of this Amendment or the
Mortgage, but the remainder of the Mortgage shall remain in full force and effect. The
parties hereto specifically declare that they would have entered into this Amendment and the Mortgage
if any such void provisions had been omitted herefrom.

10.     Governing Law. This Amendment and the enforcement of the rights and
remedies hereunder shall be governed by the laws of the State of South
Carolina.

11.     Taxes. Except as may be prohibited by applicable law, if at any time
the United States of America, any state thereof or any governmental
subdivision of such state, having jurisdiction, shall require revenue, excise or documentary stamps
to be affixed to this Amendment, or other tax to be paid on or in connection therewith, the
Mortgagor will pay the same with any interest or penalties imposed in connection therewith.

12.     Capitalized Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings given such terms in the Purchase Documents.

13.     Consent to Assignment and Conveyance. The Mortgagee hereby consents
to the assumption by Mortgagor of the Mortgage, as amended, and to the
sale, conveyance, and transfer or other disposition of the Property from Fermpro to Martek
Kingstree pursuant to the terms of the Fermpro Asset Sale and Purchase Agreement.

[Signatures appear on the following page]

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IN WITNESS WHEREOF,the Mortgagor has executed and delivered this
Amendment, and its seal affixed hereto, all as of the day and year first above
written.

|                              |  |                  |  |                                                       |  |                      |  |                                     
|----------------------------- |  | ---------------- |  | ----------------------------------------------------- |  | -------------------- |  | ------------------------------------
|                              |  |                  |  | MARTEK BIOSCIENCES KINGSTREE
CORPORATION             
|                              |  |                  |  |                                                       |  |                      |  |                                     
|By                            |  |                  |  | By:                                                   |  | /s/
George P. Barker
|                              |  |                  |  |                                                       | 
|[signature of First Witness]  |  |                  |  | Name:
GEORGE P. BARKER
Title: SR. V.P. & GEN. COUNSEL
|                              |  |                  |  |                                                       |  |                      |  |                                     
|By                            |  |                  |  |                                                       |  |                      |  |                                     
|                              |  |                  |  |                                                       |  |                      | 
|[signature of
Second Witness] |  | [Corporate Seal]
|                              |  |                  |  |                                                       |  |                      |  |                                     
|                              |  |                  |  | GENENCOR INTERNATIONAL, INC.                         
|                              |  |                  |  |                                                       |  |                      |  |                                     
|By                            |  |                  |  | By:                                                   |  | /s/ Carole B. Cobb  
|                              |  |                  |  |                                                       | 
|[signature of First Witness]  |  |                  |  | Name:                                                 |  | Carole B. Cobb      
|                              |  |                  |  |                                                       |  | Title:               |  | Senior Vice
President, Global Supply
|                             
|By                            |  |                  |  |                                                       |  |                      |  |                                     
|                              |  |                  |  |                                                       |  |                      | 
|[signature of
Second Witness] |  | [Corporate Seal]

Waiver of Appraisal Rights. The laws of the State of South Carolina provide
that in any real estate foreclosure proceeding, a defendant against whom a

personal judgment is taken or asked may within thirty (30) days after the sale
of the Property, as define in this Mortgage, apply to the court for an order of
appraisal. The statutory appraisal value as approved by the court would be
substituted for the high bid an may decrease the amount of any deficiency
owning in connection with the transaction. MORTGAGOR HEREBY WAIVES AND
RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE
JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY
APPRAISED VALUE OF THE PROPERTY.

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STATE
OF MARYLAND, COUNTY OF
BALTIMORE ss:

I HEREBY CERTIFYthat on this 4th day of September, 2003, before me, the
undersigned, a Notary Public of the State of Maryland, personally appeared
George P. Barker, a duly authorized signatory of Martek Biosciences Kingstree Corporation,
known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, who signed the same in my presence, and
acknowledged that the aforegoing Third Amendment to Purchase Money Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture Filing to be the
act of said Martek Biosciences Kingstree Corporation and that he executed the
same for the purposes therein contained

WITNESSmy hand and Notarial Seal.

|                       |  |                 
|---------------------- |  | ----------------
|My commission expires: |  | /s/ Nina E. Seay
|                       |  |                 
|1-19-04                |  | Notary Public   

|       |               
|------ | --------------
|(SEAL) |               
|       | (NINA E. SEAY)

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STATE
OF NEW YORK, COUNTY OF MONROE ss:

I
HEREBY CERTIFYthat on this 5th day of September, 2003, before me, the undersigned, a Notary Public of the State of                 , personally appeared
CAROLE B. COBB a duly authorized signatory of Genencor International,
Inc., known to me (or satisfactorily proven) to be the person whose name is subscribed to the
within instrument, who signed the same in my presence, and acknowledged that
the aforegoing Third Amendment to Purchase Money Mortgage, Assignment of
Rents and Leases, Security Agreement and Fixture Filing to be the act of said
Genencor International, Inc. and that he executed the same for the purposes
therein contained

WITNESSmy hand and Notarial Seal.

|                       |  |                
|---------------------- |  | ---------------
|My commission expires: |  | /s/ Nancy Dohrn
|                       |  |                
|April 8, 2007          |  | Notary Public  

|       |              
|------ | -------------
|(SEAL) |              
|       |              
|       | (NANCY DOHRN)

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EXHIBIT 3.2.2(c)

|                      |  |                                                                                                                         
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------
|Drawn By and Mail To: |  | Stephen R. McCrae, Jr.
Kennedy Covington Lobdell & Hickman, L.L.P.
Post Office Box 11429
Rock Hill, South Carolina 29731

STATE OF SOUTH CAROLINA
COUNTY OF WILLIAMSBURG

SECOND AMENDMENT TO PURCHASE MONEY
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING

THIS SECOND AMENDMENT TO PURCHASE MONEY MORTGAGE, ASSIGNMENT OF RENTS AND
LEASES, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter referred to as this
Amendment) is made as of the 3rd day of April, 1996, by and between



| |  | FERMPRO MANUFACTURING, LP, a Georgia limited partnership with an
address at Highway 52 North, Kingstree, South Carolina 29556
(hereinafter referred to as the Mortgagor);
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and



| |  | IBIS LIMITED PARTNERSHIP, a North Carolina Limited Partnership,
having an address at c/o Gist-Brocades International B.V.,
Wateringseweg 1, 2611 XT Delft, The Netherlands (hereinafter
referred to as the Mortgagee).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

WITNESSETH:

The Mortgagor has purchased from Mortgagee pursuant to an Asset Purchase
Agreement dated as of April 21, 1994 between Mortgagor and Mortgagee, as
amended by a First Amendment to Asset Purchase Agreement dated as of May 4,
1994 (as amended, the Asset Purchase Agreement) certain personal property
described in a Security Agreement dated April 27, 1994 between Mortgagor and
Mortgagee and amended as of May 4, 1994 (as amended, the Security Agreement)
and also certain real property more specifically described in
Exhibit A to the
Purchase Money Mortgage, Assignment of Rents and Leases, Security Agreement and
Fixture Filing dated April 27, 1994 and duly recorded in Book 338 at Page 96 in
the Office of the Clerk of Court of Williamsburg County, South Carolina, as
amended by the First Amendment to Purchase Money Mortgage, Assignment of Rents
and





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Leases, Security Agreement and Fixture Filing dated as of May 4, 1994 and duly
recorded in Book 349 at Page 271 in the office of the Clerk of Court of
Williamsburg County, South Carolina (as amended, the Mortgage), including all
buildings, structures, and improvements thereon, together with certain fixtures
attached thereto, and in payment of the purchase price has executed and
delivered to Mortgagee an Amended and Restated and Substituted Promissory Note,
dated as of May 4, 1994 (the Amended Note), which amends and restates the
terms of a Purchase Money Promissory Note in the principal amount of
$10,000,000, dated April 27, 1994 as set forth therein. The Mortgage and the
Security Agreement are herein collectively referred to as the Collateral
Documents.

Mortgagee has entered into a Purchase Agreement with Genencor
International, Inc., a Delaware corporation (Assignee), pursuant to which
Mortgagee transferred and assigned the Amended Note to Assignee and agreed to
transfer and assign the Collateral Documents to Assignee. To facilitate the
assignments it is necessary to amend and modify certain of the Purchase
Agreements (as defined in the Mortgage) and the Mortgage, and Mortgagor,
Mortgagee, Assignee, Gist-Brocades International B.V., Gist-Brocades BSD B.V.
and Gist-Brocades B.V. have entered into a Multi-Party Agreement dated April 3,
2996, agreeing to such amendments and modifications (the Multi-Party
Agreement). Mortgagor and Mortgagee desire to enter into this Second
Amendment for the purpose of modifying and amending the Mortgage in accordance
with the terms of the Multi-Party Agreement.

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

1.     Modifications
of Mortgage. (a) The Mortgage is hereby amended
by deleting the first paragraph of the recitals and inserting in lieu thereof:



| |  | The Mortgagor has purchased from Mortgagee pursuant to an Asset
Purchase Agreement between Mortgagor and Mortgagee dated as of April 21,
1994, as amended by a First Amendment to Asset Purchase Agreement dated as
of May 4, 1994 (as amended, the First Amended Asset Purchase Agreement)
and as further amended by the Multi-Party Agreement dated as of April 3,
1996, among Mortgagee, Mortgagor, Genencor International, Inc., a Delaware
corporation (Assignee), Gist-Brocades International B.V., a Netherlands
corporation (GBI), Gist-Brocades BSD B.V., a Netherlands corporation
)(GB BSD), and Gist-Brocades B.V., a Netherlands corporation (GB BV)
(the Multi-Party Agreement) (the First Amended Asset Purchase Agreement
as further amended, the Asset Purchase Agreement) (i) certain personal
property described in a Security Agreement dated April 27, 1994 between
Mortgagor and Mortgagee, as amended as of May 4, 1994 (as amended, the
First Amended Security Agreement) and as further amended by a Second
Amendment to Security Agreement dated as of April 3, 1996 (the First
Amended Security Agreement as further amended, the Security Agreement)
and (ii) certain real property more specifically described in
Exhibit A to
the Purchase Money
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| |  | Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture
Filing dated April 27, 1994 and duly recorded in Book 338 at Page 96 in
the office of the Clerk of Court of Williamsburg County, South Carolina,
as amended by the First Amendment to Purchase Money Mortgage, Assignment
of Rents and Leases, Security Agreement and Fixture Filing dated as of
May 4, 1994 and duly recorded in Book 349 at Page 271 in the office of
the Clerk of Court of Williamsburg County, South Carolina (as amended,
the First Amended Mortgage), and further amended by the Second
Amendment to Purchase Money Mortgage, Assignment of Rents and Leases,
Security Agreement and Fixture Filing dated as of April 3, 1996, filed or
to be filed for record in the office of the Clerk of Court of
Williamsburg County, South Carolina (the First Amended Mortgage as
further amended, the Mortgage), including all buildings, structures,
and improvements thereon, together with certain fixtures attached
thereto, and in payment of the purchase price has executed and delivered
to the Mortgagee a Purchase Money Promissory Note dated April 27, 1994 in
the principal amount of $10,000,000 which has been amended, restated and
substituted pursuant to the terms of an Amended and Restated and
Substituted Promissory Note (the Amended Note) in the principal amount
of $10,000,000.00 dated as of May 4, 1994, as subsequently assigned by
Mortgagee to Assignee by Allonge dated June 2, J995 (the Allonge), and
as amended by the Second Amendment to Note, dated as April 3, 1996 (the
Note Amendment), among the Mortgagor, the Mortgagee and the Assignee
(the Amended Note together with the Note Amendment, hereinafter, the
Note). Mortgagor, Mortgagee, Assignee, GBI, GB BSD, and GB BV have
entered into the Multi-Party Agreement pursuant to which the parties have
agreed to modify and amend the First Amended Asset Purchase Agreement,
the Amended Note, the First Amended Mortgage and the First Amended
Security Agreement. Pursuant to the Multi-Party Agreement, Mortgagee is
affirming its assignment of the Note pursuant to the Allonge and
Mortgagee is assigning to Assignee the Mortgage, the Security Agreement,
the Toll Manufacturing Agreement dated as of April 27, 1994, between
Mortgagor and Gist-Brocades BSD B.V. (G-B BSD) (the TMA) and a
portion of the covenant not to compete in the Asset Purchase Agreement,
such assigned portion being set forth in Section 11.2 of the Asset
Purchase Agreement, as amended by the Multi-Party Agreement, and being
referred to herein as the Noncompete Covenant in Assignees Favor. It
has been agreed that this Mortgage secures all of the obligations of the
Mortgagor under the Note, the Security Agreement, the Noncompete Covenant
in Assignees Favor, and the TMA. The Note, the Security Agreement, the
Noncompete Covenant in Assignees Favor and the TMA are hereinafter
referred to as the Purchase Documents.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)  Section 5.01 of the Mortgage is hereby amended by substituting the
following therefor, effective as of the date the Mortgage is assigned to the
Assignee (the Assignment Date):



| |  | Section 5.01. Any notice or demand which by any provision of this
Mortgage is required or permitted to be given or served by or to the
Assignee, as the
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | mortgagee after the date of the assignment of the Mortgage by Mortgagee
(the Assignment Date) or by or to the Mortgagor, shall be
conclusively deemed to have been given or served by such party and to be
effective on the date personally delivered to such party at the
addresses set forth below:
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | If to Mortgagor, to:                                                                                                                                                                                                                                                                                   

| |  |  | Fermpro Manufacturing, LP
Highway 52
Kingstree, South Carolina 29556
Attention: James W. Godfrey, Jr.
Telefax: (803) 382-8676
| |  |  | -----------------------------------------------------------------------------------------------------------------------------



| |  | If to Assignee, as mortgagee after the Assignment Date, to:
| |  | -----------------------------------------------------------

| |  |  | GENENCOR INTERNATIONAL, INC.
4 Cambridge Place
1870 South Winton Road
Rochester, New York 14618
Attention: Senior Vice President
Telefax: (716) 244-2806
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

or at such other address as such parties shall specify to the other party in
writing in like notice, or when deposited in the mail if sent by registered or
certified mail, return receipt requested, or in the case of notice by telex,
telecopier or the like, when sent addressed as set forth above (or at such
other address as such party shall specify to the other party in writing by like
notice). The time period in which a response to any notice or demand must be
given, if any, however, shall commence to run from the date of personal
delivery or receipt on the return receipt by the addressee thereof. Rejection
or other refusal to accept or the inability to deliver because of changed
address of which no notice was given shall be deemed to be receipt of the
notice or demand sent. Any party hereto may change its address by giving
thirty (30) days prior written notice of such change to the other parties
hereto.

2.     Conflict
of Terms. In the event of a conflict between the terms
of this Amendment and the Mortgage, as applicable, the terms of this
Amendment shall govern.

3.     References to Mortgage. Whenever there is a reference to this
Mortgage in the Mortgage or any exhibits thereto or to the Mortgage in any of the
other Purchase Documents or any Exhibits thereto, such reference shall be deemed to refer
to the Mortgage, as amended by this Amendment.

4.     Successors and Assigns. Whenever in this Amendment, any of the parties
hereto are referred to, such reference shall be deemed to include the
successors and assigns of such party.

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5.     Reaffirmation
of Mortgage. As modified herein, the Mortgage remains
in full force and effect.

6.     Counterparts. This Amendment may be executed by Mortgagor and
Mortgagee on separate counterparts and said counterparts taken together
shall be deemed to constitute one and the same instrument.

7.     Enforceability. To the extent that any provision of this Amendment may
be deemed invalid or unenforceable, under any applicable law, such provision
shall be deemed void and inoperative and shall not form part of this Amendment or the
Mortgage, but the remainder of the Mortgage shall remain in full force and effect. The
parties hereto specifically declare that they would have entered into this Amendment and
the Mortgage if any such void provisions had been omitted herefrom.

8.     Governing Law. This Amendment and the enforcement of the rights
and remedies hereunder shall be governed by the laws of the State of
South Carolina.

9.     Taxes. Except as may be prohibited by applicable law, if at any time
the United States of America, any state thereof or any governmental
subdivision of such state, having jurisdiction, shall require revenue, excise or documentary stamps
to be affixed to this Amendment, or other tax to be paid on or in connection therewith, the
Mortgagor will pay the same with any interest or penalties imposed in connection therewith.

10.     Capitalized Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings given such terms in the Purchase Documents
and the Asset Purchase Agreement.

11.     Consent to Assignment. The Mortgagor hereby consents to the
assignment by Mortgagee to Assignee of the Mortgage, as amended, pursuant to the terms
of the Assignment of Note, Mortgage and Related Documents dated the date hereof.

12.     Assignment. Assignee, as mortgagee after the Assignment Date, shall
be entitled to assign the Mortgage as amended by this Amendment and its
rights and interests therein to any of its affiliates without notice or consent from Mortgagor.

5



---



##### 



IN WITNESS WHEREOF, the Mortgagor has executed and delivered this
Amendment, and its seal affixed hereto, all as of the day and year first
above written.

|                              |  |                           |  |     |  |                                                  
|----------------------------- |  | ------------------------- |  | --- |  | -------------------------------------------------
|WITNESSES:                    |  |                           |  |     |  |                                                  
|                              |  |                           |  |     |  |                                                  
|/s/ Dennard R. Teagere        |  | FERMPRO MANUFACTURING, LP
|[Signature of First Witness]  |  |                           |  | By: |  | Astral Technologies, Inc.,        General Partner
|                              |  |                           |  |     |  |                                                  
|/s/ Helen L. Rea              |  |                           |  |     |  |                                                  
|                              |  |                           |  |     |  |                                                  
|[Signature of Second Witness] |  |                           |  |     |  |                                                  
|                              |  |                           |  | By: |  | /s/ James W. Godfrey, Jr.                        
|                              |  |                           |  |     |  |                                                  
|                              |  |                           |  |     |  | James W. Godfrey, Jr.President                   

[Corporate Seal]

6



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##### 



|                        |  |        
|----------------------- |  | -------
|STATE OF NORTH CAROLINA |  |        
|                        |  | PROBATE
|COUNTY OF MECKLENBURG   |  |        

PERSONALLY appeared before me the First Witness whose signature appears
above who after being duly sworn states that (s)he saw the within named
Mortgagor, FermPro Manufacturing, LP, by Astral Technologies, Inc., its general
partner, by James W. Godfrey, Jr., its President, sign, seal, and as its act
and deed, deliver the within Second Amendment to Purchase Money Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture Filing for the
uses and purposes therein stated and that (s)he with the Second Witness whose
signature appears above was present at the execution thereof.

|                                |        |                           
|------------------------------- | ------ | --------------------------
|SWORN to before me this 3rd     |        | /s/ Dennard R. Teagere    
|day of April, 1996.             |        | Signature of First Witness
|                                |        |                           
|/s/ Helen L. Rea                | (L.S.) |                           
|                                |        |                           
|Notary Public for Meck Co., NC. |        |                           
|                                |        |                           
|My Commission Expires: 8-28-96  |        |                           





---



##### 



STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

I, Helen L. Rea, a notary public of the county and state aforesaid, on the
3rd day of April, 1996, before me personally appeared A. L. De Haas, the duly
appointed signatory of Gist-Brocades AgroBusiness Group, B.V., the General
Partner of IBIS Limited Partnership, to me known and known by me to be the
party executing the foregoing instrument, and he acknowledged said instrument
by him executed to be his free act and deed and the free act and deed of said
IBIS Limited Partnership.

|                       |  |                 
|---------------------- |  | ----------------
|                       |  | /s/ Helen L. Rea
|                       |  |                 
|                       |  | Notary Public   
|My Commission Expires: |  |                 
|                       |  |                 
|8-28-96                |  |                 

- 3 -



---



##### 



|                       |  |                                             |  |                                
|---------------------- |  | ------------------------------------------- |  | -------------------------------
|[CLERK OF COURT STAMP] |  | Stephen R. McCrae, Jr.                     
|                       |  | Kennedy Covington Lobdell & Hickman, L.L.P.
|                       |  |                                             |  | Post Office Box 11429          
|                       |  |                                             |  | Rock Hill, South Carolina 29731

|                        | 
|----------------------- | 
|STATE OF SOUTH CAROLINA | 
|                       
|[CLERK OF COURT STAMP] 

COUNTY OF WILLIAMSBURG

FIRST AMENDMENT TO PURCHASE MONEY
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING



|THIS
FIRST AMENDMENT TO PURCHASE MONEY MORTGAGE,ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING (hereinafter referred to as this
Amendment) is made as of the 4th day of May, 1994 by and between
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         

and



| |  | IBIS LIMITED PARTNERSHIP, a North Carolina Limited Partnership,
having an address at c/o Gist-Brocades International B.V.,
Wateringseweg 1, 2611 XT Delft, The Netherlands (hereinafter
referred to as the Mortgagee).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

WITNESSETH:

The Mortgagor has purchased from Mortgagee pursuant to an Asset Purchase
Agreement dated as of April 21, 1994 (the Original Purchase Agreement) as
amended by a First Amendment to Asset Purchase Agreement dated as of May 4,
1994 (as amended, the Asset Purchase Agreement) certain personal property
described in a Security Agreement dated April 27, 1994 and amended as of May 4,
1994 (collectively, the Security Agreement) and also certain real property
more specifically described in Exhibit A to the Purchase Money Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture Filing and duly
recorded in Book 338 at Page 96 in the Office of the Clerk of Court of
Williamsburg County, South Carolina (the Mortgage), including all buildings,
structures, and improvements thereon, together with certain fixtures attached
thereto, and in payment of the purchase price has executed and delivered to
Mortgagee a purchase





---



##### 



money promissory note in the principal amount of $10,000,000.00, such
Promissory Note dated April 27, 1994 (the Original Note).

The Mortgagor and Mortgagee have agreed to modify and amend the Original
Purchase Agreement in accordance with the terms of a First Amendment to
Purchase Agreement dated as of May 4, 1994, between the Mortgagor and Mortgagee
(the First Amendment to Purchase Agreement). In connection therewith, the
Mortgagor has executed and delivered an Amended and Restated and Substituted
Promissory Note, dated as of May 4, 1994 (the Amended Note), which amends and
restates the terms of the Original Note as set forth therein.

Mortgagor and Mortgagee desire to enter into this First Amendment for the
purpose of modifying and amending the Mortgage in accordance with the terms of
the First Amendment to the Purchase Agreement and the Amended Note.

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

1.     Modification of Mortgage. The Mortgage is hereby amended by
deleting the first paragraph of the recitals and inserting in lieu
thereof:



| |  | The Mortgagor has purchased from Mortgagee pursuant to an Asset
Purchase Agreement dated as of April 21, 1994 as amended by a First
Amendment to Asset Purchase Agreement dated as of May 4, 1994
(collectively, the Asset Purchase Agreement) certain personal property
described in a Security Agreement dated April 27, 1994 and amended as of
May 4, 1994 (as amended, the Security Agreement) and also certain real
property more specifically described in Exhibit A to the Mortgage dated
April 27, 1994 and amended by the First Amendment to Purchase Money
Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture
Filing dated as of May 4, 1994 filed or to be filed for record in the
Office of the Clerk of Court of Williamsburg County, South Carolina,
including all buildings, structures, and improvements thereon, together
with certain fixtures attached thereto, and in payment of the purchase
price has executed and delivered to the Mortgagee the Original Note which
has been amended, restated and substituted pursuant to the terms of an
Amended and Restated and Substituted Promissory Note in the principal
amount of $10,000,000.00 dated as of May 4, 1994 (as amended, restated and
substituted, the Note). It has been agreed that this Mortgage secures
all of the obligations of the Mortgagor under the Note, the Security
Agreement, the Asset Purchase Agreement and the following additional
agreements, each
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2



---



##### 





| |  | dated as of April 27, 1994 : the Toll Manufacturing Agreement between
Mortgagor and Gist-Brocades BSD B.V. (the TMA) and the License
Agreement between Mortgagor and Mortgagee (the License Agreement). The
Note, the Security Agreement, the Asset Purchase Agreement, the TMA and
the License Agreement are hereinafter referred to as the Purchase
Documents.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.     Conflict of Terms. In the event of a conflict between
the terms of this Amendment and the Mortgage, as applicable, the
terms of this Amendment shall govern.

3.     References to Mortgage. Whenever there is a reference
to this Mortgage in the Mortgage or any exhibits thereto or to
the Mortgage in any of the other Purchase Documents or any
Exhibits thereto, such reference shall be deemed to refer to the
Mortgage, as amended by this Amendment.

4.    Successors and Assigns. Whenever in this Amendment,
any of the parties hereto are referred to, such reference shall
be deemed to include the successors and assigns of such party.

5.     Reaffirmation of Mortgage. Except as modified herein,
the Mortgage remains in full force and effect.

6.     Counterparts. This Amendment may be executed by
Mortgagor and Mortgagee on separate counterparts and said
counterparts taken together shall be deemed to constitute one and
the same instrument.

7.     Enforceability. To the extent that any provision of
this Amendment may be deemed invalid or unenforceable, under any
applicable law, such provision shall be deemed void and
inoperative and shall not form part of this Amendment or the
Mortgage, but the remainder of the Mortgage shall remain in full
force and effect. The parties hereto specifically declare that
they would have entered into this Amendment and the Mortgage if
any such void provisions had been omitted herefrom.

8.     Governing Law. This Amendment and the enforcement of
the rights and remedies hereunder shall be governed by the laws
of the State of South Carolina.

9.     Taxes. Except as may be prohibited by applicable law,
if at any time the United States of America, any state thereof or
any governmental subdivision of such state, having jurisdiction,
shall require revenue, excise or documentary stamps to be affixed
to this Amendment, or other tax to be paid on or in connection
therewith, the Mortgagor will pay the same with any interest or
penalties imposed in connection therewith.

3



---



##### 



10.     Capitalized Terms. Capitalized terms used herein and
not otherwise defined herein shall have the meanings given such
terms in the Purchase Documents.

11.     Assignment. Mortgagee shall be entitled to assign the
Mortgage as amended by this Amendment and its rights and
interests therein to any of its affiliates, including Gist-Brocades B.V. (GBBV), without notice or consent from Mortgagee.

IN WITNESS WHEREOF, the Mortgagor has executed and delivered this
Mortgage and its seal affixed hereto, all as of the day and year first above
written.

|                              |        |                           |             |                                                 
|----------------------------- | ------ | ------------------------- | ----------- | ------------------------------------------------
|WITNESSES:                    |        |                           |             |                                                 
|                              |        |                           |             |                                                 
|/s/ Penny L. Altma            |        | FERMPRO MANUFACTURING, LP
|[Signature of First Witness]  |        |                           |             |                                                 
|                              |        | By:                       |             | Astral Technologies, Inc.,       General Partner
|                              |        |                           |             |                                                 
|                              |        | By:                       |             | /s/ James W.
Godfrey, Jr.                       
|                              |        |                           |             |                                                 
|                              |        |                           |             | James W. Godfrey, Jr.                           
|                              |        |                           |             | President                                       
|                              |        | ATTEST:                  
|                              |        | /s/
Roger Gause          
|                              |        |                          
|                              |        | Name:                     | ROGER
GAUSE
|/s/ Julie W. Cooper           | [SEAL] |                           |             | Assistant Secretary                             
|                              |        |                           |             |                                                 
|[Signature of Second Witness] |        |                           |             |                                                 

4



---



##### 



|                        |  |        
|----------------------- |  | -------
|STATE OF SOUTH CAROLINA |  |        
|                        |  | PROBATE
|COUNTY OF WILLIAMSBURG  |  |        

PERSONALLY appeared before me the First Witness whose signature
appears above who after being duly sworn states that (s)he saw the
within FermPro Manufacturing, LP, by Astral Technologies, Inc., its
general partner, by James W. Godfrey, Jr., its President, and Roger
Gause, its Assistant Secretary, sign, seal, and as their act and deed,
deliver the within First Amendment to Purchase Money Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture Filing
for the uses and purposes therein stated and that (s)he with the Second
Witness whose signature appears above was present at the execution
thereof.

|                                                   |        |                           
|-------------------------------------------------- | ------ | --------------------------
|SWORN to before me this 29th day of December, 1994 |        | /s/ Penny L. Altma        
|                                                   |        |                           
|                                                   |        | Signature of First Witness
|                                                   |        |                           
|/s/ Jolie W. Cooper                                | (L.S.) |                           
|                                                   |        |                           
|Notary Public for South Carolina                   |        |                           
|                                                   |        |                           
|My Commission Expires: 2-3-98                      |        |                           





---



##### 



|                      |  |                                              
|--------------------- |  | ---------------------------------------------
|Drawn By and Mail To: |  | Stephen R. McCrae, Jr.                       
|                      |  | Kennedy Covington Lobdell & Hickman, L. L. P.
|                      |  | Post Office Box 11429                        
|                      |  | Rock Hill, South Carolina 29731              

[CLERK OF COURT STAMP]

STATE OF SOUTH CAROLINA

COUNTY OF WILLIAMSBURG

PURCHASE MONEYMORTGAGE, ASSIGNMENT OF RENTS AND LEASES,SECURITY AGREEMENT AND FIXTURE FILING

[CLERK OF COURT STAMP]

THIS PURCHASE MONEY MORTGAGE, ASSIGNMENT OF
RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter referred to as this
Mortgage) is made as of the 27th day of April, 1994 by and between



| |  | FERMPRO MANUFACTURING, LP, a Georgia limited partnership with an address
at Highway 52 North, Kingstree, South Carolina 29556 (hereinafter
referred to as the Mortgagor);
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and

[CLERK OF COURT STAMP]



| |  | IBIS LIMITED PARTNERSHIP, a North Carolina Limited
Partnership, having an address at c/o Gist-Brocades
International B.V., Wateringseweg 1, 2611 XT Delft, The
Netherlands (hereinafter referred to as the Mortgagee).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

WITNESSETH:

The Mortgagor has purchased from Mortgagee pursuant to an Asset
Purchase Agreement dated as of April 21, 1994 (the Asset Purchase
Agreement) certain personal property described in a Security Agreement
of even date herewith (the Security Agreement) and also certain real
property more specifically described in Exhibit A
attached hereto, including all buildings, structures, and improvements
thereon, together with certain fixtures attached thereto, and in
payment of the purchase price has executed and delivered to Mortgagee a
purchase money promissory note in the principal amount of
$10,000,000.00 of even date herewith (the Note). It has been agreed
that this Mortgage secures all of the obligations of the Mortgagor
under the Note, the Security Agreement, the Asset Purchase Agreement
and the following additional agreements, each dated as of the date
hereof: the Toll Manufacturing Agreement between Mortgagor and
Gist-Brocades BSD B.V. (the TMA) and the License Agreement





---



##### 



between Mortgagor and Mortgagee (the License Agreement). The Note, the
Security Agreement, the Asset Purchase Agreement, the TMA and the License
Agreement are hereinafter referred to as the Purchase Documents.

NOW, THEREFORE, as security for the Secured Obligations (as hereinafter
defined) and in consideration of the premises and of the mutual covenants
herein contained and the sum of Ten Dollars ($10.00) in hand paid by Mortgagee
to the Mortgagor upon the execution and delivery of this Mortgage, and for
other good and valuable considerations, the receipt of which is hereby
acknowledged, the Mortgagor by these presents does give, grant, bargain, sell,
alienate, remise, warrant, convey, release, confirm, mortgage, assign, transfer
and set over unto the Mortgagee, its successors and assigns, subject to the
terms of this Mortgage, all of the following properties:



| |                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All of the real property more specifically described in
Exhibit A attached hereto and incorporated herein
by reference, including all buildings, improvements and structures
now or hereafter built, constructed or situated on said real
property (all of such properties being hereinafter collectively
referred to as the Premises);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Together with all easements, rights-of-way, streets, alleys,
passages, sewer rights, waters, water courses, water privileges,
tenements, hereditaments, appurtenances and rights, whatsoever, now
or hereafter, in any way belonging, relating or appertaining to the
Premises, and all right, title and interest, if any, of the
Mortgagor, now or hereafter in and to the land lying in the streets,
roads or avenues, open or proposed, in front of, adjoining, or
servicing said Premises and in and to any strips of land adjoining
said Premises;



| |                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Together also, with all fixtures now or hereafter attached to,
incorporated in, or located upon said Premises together with any and
all replacements thereof and additions thereto (and any and all
proceeds of their sale or other disposition) (hereinafter called
Building Equipment and collectively with the Premises, the
Property);



| |                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Together also, with any insurance proceeds from any property
transferred under this Mortgage, and with any and all awards,
including interest thereon, heretofore and hereafter made to the
Mortgagor for taking by eminent domain of the whole or any part of
said Premises or any easement therein including any awards for
changes of grade of streets, which awards are

2



---



##### 





| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | hereby assigned to the Mortgagee, who is hereby authorized to
collect and receive the proceeds of such awards and to give proper
receipts and acquittances therefor, and to apply the same to the
Secured Obligations; and

TO HAVE AND TO HOLD the Premises, Building Equipment and other property,
privileges, rights, interests and franchises hereby granted or mortgaged, unto
the Mortgagee, its successors and assigns, forever for the uses and purposes
hereinafter set forth;

PROVIDED, HOWEVER, and these presents are upon the condition that, if the
Secured Obligations shall be paid when due, and if the Mortgagor shall keep,
perform and observe all and singular the covenants, agreements and provisions
in this Mortgage and the Purchase Documents expressed to be kept, performed and
observed by or on the part of the Mortgagor, then this Mortgage and the estate
and rights hereby granted shall cease, determine and be void but otherwise
shall be and remain in full force and effect.

AND the parties hereby covenant and agree as follows:

ARTICLE I

Secured Obligations

Section 1.01. The obligations secured by this Mortgage
(the Secured Obligations) are as follows:

(a)  Payment of all indebtedness and the performance of all
obligations of the Mortgagor under the Purchase Documents,
including without limitation, the Note; and

(b)  Payment of all indebtedness and the performance of all
obligations of Mortgagor under this Mortgage, including payment
of all sums expended or advanced by Mortgagee hereunder, together
with interest thereon; and

(c)  Payment of all present and future advances together
with any renewals or extensions or modifications thereof upon the
same or different terms or at the same or different rate of
interest and also to secure in accordance with Section 29-3-50,
as amended, Code of Laws of South Carolina (1976): (i) all
future advances and readvances that may subsequently be made to
Mortgagor by Mortgagee evidenced by the aforesaid Note, or by
other promissory notes, and all renewals and extensions thereof;
and (ii) all other indebtedness of Mortgagor to Mortgagee, now or
hereafter existing, whether direct or indirect, the maximum
amount of all indebtedness outstanding at any one time secured
hereby not to exceed $10,000,000, plus interest thereon, all

3



---



##### 



charges and expenses of collection incurred by Mortgagee including
court costs and reasonable attorneys fees.

ARTICLE II

Representations, Warranties and
Covenants of the Mortgagor

The Mortgagor represents and warrants to and covenants with the Mortgagee,
as follows:

Section 2.01. The Mortgagor will pay or cause to be
stayed or discharged within sixty (60) days after they shall be payable, or
will make adequate provisions for the satisfaction or discharge of, all lawful
claims and demands of mechanics, laborers and materialmen which, if unpaid,
might be a lien or charge upon the Property (or any part thereof), or the
income therefrom.

Section 2.02. If any action or proceeding is commenced
to which the Mortgagee is made a party, or in which it becomes necessary to
defend or uphold the lien of this Mortgage, all sums paid by the Mortgagee for
the expense of any litigation to prosecute or defend the rights and lien
created by this Mortgage (including reasonable counsel fees), shall be paid by
the Mortgagor, together with interest thereon at the default rate set forth in
the Note (10 percent (10%) per annum) (hereinafter the Default Rate) such
interest to be due from the date Mortgagee provides Mortgagor in writing an
invoice of such expenses, and any such sum and the interest thereon shall be a
lien on the Property, prior to any right, or title to, interest in, or claim
upon the Property attaching or accruing subsequent to the lien of this Mortgage
and shall be deemed to be secured by this Mortgage. In any action or proceeding
to foreclose this Mortgage, or to recover or collect the debt secured hereby,
the provisions of law respecting the recovery of costs, disbursements and
allowances shall prevail unaffected by this covenant.

Section 2.03. (a) The Mortgagor, at its sole cost and
expense, shall obtain and keep in full force and effect policies of insurance
as the Mortgagee shall from time to time reasonably require, including, without
limitation, the following:

(i) Insurance against loss or damage to any of the Property by fire and
any of the risks covered by insurance commonly known as fire and extended
coverage, by earthquake and by flood;

(ii) Comprehensive public liability insurance, including, without
limitation, coverage against claims for personal injury, bodily injury, death
or property damage occurring on, in

4



---



##### 



or about the Property and the adjoining streets, sidewalks and passageways; and

(iii) Workers compensation insurance for all persons engaged on or with
respect to the Property in such amounts as are established by law and to the
extent required by law.

(b)  Mortgagor shall reimburse Mortgagee for any premiums or
other costs associated with obtaining insurance which Mortgagee
may pay on account of Mortgagors default.

(c)  All insurance required hereby shall be provided by
policies written in terms, amounts and by companies reasonably
satisfactory to Mortgagee. Mortgagee shall be named as an
additional insured on all liability policies; and losses under
all other policies shall be payable to Mortgagee pursuant to a
standard mortgagee endorsement reasonably satisfactory to Mortgagee. Mortgagor shall deliver to Mortgagee certificates for all
policies of insurance acquired by Mortgagor to insure against any
loss or damage to the Property.

(d)  At least 30 days prior to the expiration of each such
policy, Mortgagor shall furnish Mortgagee with evidence
reasonably satisfactory to Mortgagee of the payment of premiums
and the reissuance of a policy continuing such insurance in force
as required by this Mortgage. All such policies shall contain a
provision that such policies may not be canceled or amended
(including any reduction of the scope or limits of coverage)
without at least 30 days prior written notice to Mortgagee.
Upon Mortgagees request, Mortgagor shall cause all bills, statements or other documents relating to the foregoing insurance to
be sent or mailed directly to Mortgagee.

(e)  In the event of a foreclosure sale hereunder, the
purchaser of the Property shall succeed to all rights of
Mortgagor, including any rights to the proceeds of insurance and
to unearned premiums, in and to all policies of insurance
assigned to Mortgagee pursuant hereto.

Section 2.04. No building or other property now or
hereafter covered by the lien of this Mortgage shall be removed, demolished or
materially adversely altered without the prior written consent of the
Mortgagee, which consent shall not be unreasonably withheld or delayed.

Section 2.05. In the event of the Mortgagors default
in the performance of any of the covenants or agreements herein or the
Mortgagors default in the performance of any of the covenants or agreements
contained in the Note or the Purchase Documents, the Mortgagee may, at the
Mortgagees option, perform the same and the cost thereof, with interest at the
Default Rate,

5



---



##### 



shall immediately be due from the Mortgagor to the Mortgagee and shall be
secured by this Mortgage.

Section 2.06. The Mortgagor shall execute any and all
documents, including Financing Statements pursuant to the Uniform Commercial
Code of the State of South Carolina, as may be necessary, or as the Mortgagee
may reasonably request, to preserve and maintain the priority of the lien
created hereby on property which may be deemed fixtures. When and if the
Mortgagor and Mortgagee shall respectively become the Debtor and Secured Party
in any Uniform Commercial Code Financing Statement affecting Building Equipment
or other property referred to or described herein, this Mortgage shall be
deemed a Security Agreement as defined in the Uniform Commercial Code of the
State of South Carolina and the remedies for any violation of the covenants,
terms and conditions and agreements herein contained shall be as prescribed (i)
herein, or (ii) by general law, or (iii) as to such part of the security which
is also reflected in said Financing Statement, by the specific statutory
consequences now or hereafter enacted and specified in the Uniform Commercial
Code of the State of South Carolina, all at the Mortgagees sole election.

Section 2.07. To further secure the Secured
Obligations, the Mortgagor does hereby sell, assign, transfer and set over unto
the Mortgagee all of the rents, issues and profits of the Property. So long as
no Event of Default has occurred, Mortgagor may collect and retain the rents,
income and profits from the Property. If an Event of Default shall occur,
however, thereupon, and at any time thereafter, Mortgagee may take possession
and control of the Property and/or receive and collect all rents, revenues,
profits and income, accrued or accruing thereafter, so long as any of the
Secured Obligations remain unpaid, applying so much thereof as may be collected
first to the expenses incident to taking possession and/or the collection
thereof, and second to payment of the Secured Obligations, in any order and
whether then matured or not, paying the balance, if any, to the Mortgagor.

Section 2.08. Mortgagor shall, at any time and from
time to time upon receiving not less than ten days prior written notice from
Mortgagee, execute, acknowledge and deliver to Mortgagee a statement (i)
certifying that this Mortgage is unmodified and in full force and effect or, if
modified, stating the nature thereof and certifying that this Mortgage, as so
modified, is in full force and effect and (ii) acknowledging that there are no
uncured Events of Default under this Mortgage or specifying such Events of
Default if any are claimed. Any such certificate may be conclusively relied
upon by Mortgagee and any prospective purchaser or assignee of this Mortgage.
Mortgagors failure to deliver such certificate within such time shall be
conclusive upon Mortgagor that (a) this Mortgage is in full force and

6



---



##### 



effect, without modification, except as may be represented by Mortgagee,
and (b) there are no uncured Events of Default hereunder.

Section 2.09. Mortgagor shall not, without the
Mortgagees prior written consent, directly or indirectly sell, transfer,
convey or lease, whether voluntary, involuntary or by operation of law, all or
any part of the Property or any interest therein. Mortgager shall not pledge,
encumber, hypothecate or mortgage all or part of the Property, without
providing notice thereof to Mortgagee.

Section 2.10. Mortgagor shall comply with all
affirmative and negative covenants set forth in the Asset Purchase Agreement
and any other Purchase Documents.

ARTICLE III

Possession, Administration and Release
of the Premises

Section 3.01. (a) The Mortgagor shall pay all taxes,
assessments and other charges now or hereafter levied against the Property or
any part thereof, and also any and all license fees or similar charges which
may be imposed by the municipality in which the Premises are situated for the
use of walks, areas and other space beyond the lot line and on or abutting the
public sidewalks in front of or adjoining the Premises, together with any
penalties or interest on any of the foregoing, and in default thereof, the
Mortgagee may pay the same and the Mortgagor will repay or cause to be repaid
the same with interest at the Default Rate, and the same shall be added to the
indebtedness secured hereby and be secured by this Mortgage.

(b)  The Mortgagor will not claim any credit on or make any deduction from
the interest or principal of the Secured Obligations by reason of the payment
of any taxes levied or to be levied upon the Property or any part thereof
during the continuance of the lien of this Mortgage.

Section 3.02. The Mortgagor warrants that the
Mortgagor shall and will make, execute, acknowledge and deliver all such
further or other deeds or assurances as may at any time hereafter be reasonably
desired or required to more fully and effectually convey the Premises and other
property covered hereby, unto the Mortgagee, their successors or assigns, for
the purposes aforesaid, and unto all and every person or persons deriving any
estate, right, title or interest therein under this Mortgage.

Section 3.03. The Mortgagor shall protect any
improvements hereafter constructed on the Premises, will not commit or suffer
any waste of the Property, reasonable wear and tear excepted, and

7



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will comply with or cause to be complied with, all statutes, ordinances and
requirements of any governmental authority relating to the Property.

Section 3.04. The Mortgagee and any persons authorized
by the Mortgagee shall have the right to enter and inspect the Property at all
reasonable times upon reasonable prior notice to the Mortgagor.

Section 3.05. Mortgagee and its successors and assigns
is hereby granted an easement to enter and to authorize others to enter upon
the Property, at all reasonable times upon reasonable prior notice to the
Mortgagor, for the purposes of conducting environmental investigations and
audits (including taking physical samples) and such other action deemed
necessary by Mortgagee to verify compliance by Mortgagor with all local, state
or federal laws, rules or regulations. Mortgagor acknowledges that no adequate
remedy at law exists for a violation of the easement granted herein and agrees
that Mortgagee is entitled to specific performance of its rights under this
easement. The easement granted herein shall continue until this Mortgage is
canceled or released of record.

Section 3.06. (a) Mortgagor warrants and represents
that it will promptly notify Mortgagee of any change in the nature or extent of
any Hazardous Materials maintained on, in or under the Property or used in
connection therewith, and will transmit to Mortgagee copies of any citations,
orders, notices or other material governmental or other communication received
with respect to any other Hazardous Materials affecting the Property.

(b)  As used herein, the following words shall have the following
meanings:



| |  | Environmental Laws means, collectively the following
acts and laws, as amended: Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended from time to time, and
all rules and regulations from time to time promulgated thereunder; the
Superfund Amendments and Reauthorization Act of 1986; the Resource
Conservation and Recovery Act; the Toxic Substances Act; the Clean Water
Act; the Clean Air Act; the Oil Pollution and Hazardous Substances Control
Act of 1978; and any other Superfund or Superlien law or any other
federal, state or local statute, law, ordinance, code, rule, regulation,
order or decree relating to, or imposing liability or standards of conduct
concerning, any hazardous, toxic or dangerous or other regulated category
of waste, substance or material, as now or at any time hereafter in
effect;
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Governmental
Authority means any government
(or any political subdivision or jurisdiction thereof), court,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| |  | bureau, agency, department or other governmental subdivision having
jurisdiction over the Mortgagor, any affiliate of the Mortgagor or any of
their respective businesses, operations or properties; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Hazardous Materials means any substances or materials
(a) which are or become defined as hazardous wastes, hazardous
substances, pollutants, contaminants or toxic substances under any
Environmental Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to
human health or the environment and are or become regulated by any
Governmental Authority, (c) the presence of which require investigation
or remediation under any Environmental Law or common law, (d) the
discharge or emission or release of which requires a permit or license
under any Environmental Law or other governmental approval, (e) which are
deemed to constitute a nuisance, or a trespass or to pose a health or
safety hazard to persons or neighboring properties, (f) which are
materials consisting of underground or aboveground storage tanks, whether
empty, filled or partially filled with any substance, or (g) which
contain asbestos, polychlorinated biphenyls, urea formaldehyde foam
insulation, petroleum hydrocarbons, petroleum derived substances or
waste, crude oil, nuclear fuel, natural gas or synthetic gas or similar
substances harmful to human health or the environment.

ARTICLE IV

Remedies of Mortgagee

Section 4.01. If any one or more of the following
events (herein Events of Default) shall occur:

(a)  The Mortgagor shall default in the due and punctual
payment or performance of the Secured Obligations and any
applicable period of grace shall have expired;

(b)  The Mortgagor shall default in the due observation or
performance of any covenant, condition or agreement contained
herein and such default shall not be cured within thirty (30)
days after written notice from the Mortgagee;

(c)  An Event of Default shall occur under any other
Purchase Document (including, without limitation, by way of
cross-default); or

(d)  A Material Post-Closing Environmental Condition shall
arise and Mortgagor shall fail to remediate such Material Post-Closing Environmental Condition within sixty (60) days of Mort-

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gagor becoming aware of such Material Post-Closing Environmental Condition, or,
if such Material Post-Closing Environmental Condition cannot be remediated
within sixty (60) days, within such reasonable time necessary to remediate such
Material Post-Closing Environmental Condition so long as Mortgagor undertakes
affirmative steps to remediate such Material Post-Closing Environmental
Condition within forty-five (45) days of becoming aware of such Material
Post-Closing Environmental Condition, or at such later date as permitted in
writing by any Governmental Authority (as defined in
Section 3.06 (b)) having
regulatory authority over the Material Post-Closing Environmental Condition or
the remediation thereof (so long as such written permission is obtained within
sixty (60) days of Mortgagor becoming aware of such Material Post-Closing
Environmental Condition);

then and in each and every such case, and at any time thereafter during the
continuance of such event, the Mortgagee, to the extent permitted by law may,
but shall not be obligated to, enter into and upon all or any part of the
Premises and may exclude the Mortgagor and its agents and servants wholly
therefrom; and having and holding the same may use, operate, manage and control
the Premises or any part thereof, either personally, or by the Mortgagees
agents, attorneys, or receivers, in such manner as the Mortgagee may deem to be
to the Mortgagees best advantage. To the extent permitted by law, the
Mortgagee shall be entitled to collect and receive all earnings, income, rents,
issues, revenues and profits of the same and every part thereof after deducting
the expenses of conducting the business thereof, and of all necessary repairs,
maintenance, renewals, replacements, alterations, additions, betterments and
improvements, and all payments which may be made for taxes, assessments,
insurance and other charges creating liens on the Property, or any part
thereof, as well as reasonable compensation for their own services, and for the
services of their counsel, agents, clerks, servants and other employees, by
them properly engaged and employed. The Mortgagee, as the case may be, shall
apply the balance of the money derived from the operation and management of the
Premises and business towards payment of the balance due on the Secured
Obligations. The surplus, if any, shall be paid to the Mortgagor, its
successors or assigns, or to whomsoever as shall be lawfully entitled to
receive same, or as a court of competent jurisdiction may direct.

Material Post-Closing Environmental Condition shall mean any violation
of any Environmental Law (as defined in Section 3.06 hereof) due to (i) a
condition occurring after the date hereof or (ii) any change in the
Environmental Laws and the Governmental Authority having regulatory authority
with respect thereto has made a demand for remediation under such changed
Environmental Law, the cost of remediation of either of which is estimated by
an environmental consultant retained by either Mortgagor or Mortgagee to exceed
$50,000.

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Section 4.02. If an Event of Default shall have
occurred and be continuing, then the entire Secured Obligations shall, at the
option of the Mortgagee, immediately become due and payable without notice or
demand, time being of the essence of this Mortgage, and no omission on the part
of the Mortgagee to exercise such option when entitled to do so shall be
construed as waiver of such right.

Section 4.03. Subject to limitations as may be
provided by applicable law:

(a)  If an Event of Default shall have occurred and be
continuing, Mortgagee may immediately commence proceedings to
collect the Secured Obligations, foreclose this Mortgage and sell
the Premises, or any part thereof, in bar of the right and equity
of redemption, homestead, elective share and all other rights and
exceptions of every kind, all of which are hereby waived to the
extent permitted by applicable law, in order to pay the Secured
Obligations, and all expenses of sale and of all proceedings in
connection therewith, including without limitation reasonable
attorneys fees.

The Premises may be sold, at Mortgagees option, as an entirety or in
separate parcels, and the personal property covered by this Mortgage may be
sold, at Mortgagees option, at one or more separate sales in any manner
permitted by the Uniform Commercial Code of the state of South Carolina. If
the Secured Obligations are now or hereafter further secured by any chattel
mortgages, pledges, contracts of guaranty, assignments of lease or other
security instruments, Mortgagee at its option may exhaust the remedies granted
under any of said security instruments or this Mortgage either concurrently or
independently, and in such order as Mortgagee may determine.

(b)  If an Event of Default shall have occurred and be
continuing, Mortgagee may, in addition to and not in abrogation
of the rights covered under subparagraph (a) of this paragraph
4.03, either with or without entry or taking possession as herein
provided or otherwise, proceed by a suit or suits in law or in
equity or by any other appropriate proceeding or remedy (i) to
enforce payment of the Note or the performance of any term,
covenant, condition or agreement of this Mortgage or any other
right, and (ii) to pursue any other remedy available to it, all
as Mortgagee in its sole discretion shall elect.

Section 4.04. Upon any foreclosure sale or sale of all
or any portion of the Premises, Mortgagee may bid for and purchase the Premises
and shall be entitled to apply all or any part of the Secured Obligations as a
credit to the purchase price.

Section 4.05. In the event of any such foreclosure
sale or sale under the powers herein granted, Mortgagor (if Mortgagor

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shall remain in possession) shall be deemed a tenant holding over and shall
forthwith deliver possession to the purchaser or purchasers at such sale or be
summarily dispossessed according to provisions of law applicable to tenants
holding over.

Section 4.06. Mortgagor agrees that in case of a
default on the part of Mortgagor hereunder, neither Mortgagor nor anyone
claiming through or under Mortgagor will set up, claim or seek to take
advantage of any appraisement, valuation, stay, extension, homestead, exemption
or redemption laws now or hereafter in force, in order to prevent or hinder the
enforcement or foreclosure of this Mortgage, or the absolute sale of the
Premises, or the delivery of possession thereof immediately after such sale to
the purchaser at such sale, and Mortgagor, for itself and all who may at any
time claim through or under it, hereby waives to the full extent that it may
lawfully so do, the benefit of all such laws, including and not limited to S.C.
Code Ann. § 29-3-680, and any and all right to have the assets subject to the
security interest of this Mortgage marshaled upon any foreclosure or other such
sale.

Section 4.07. The proceeds of any sale, whether made
pursuant to judicial proceedings or other sale of all or any portion of the
Premises, shall be applied first to the payment of the costs and expenses
reasonably incurred in connection with such sale, including reasonable counsel
fees and the payment of all taxes, assessments, or other charges constituting
liens on the Premises or Building Equipment prior to the lien of this Mortgage,
except taxes and assessments and other charges constituting prior liens, if
any, subject to which any of the Premises or Building Equipment shall have been
sold; then to the payment of all fees and amounts due and unpaid under the
Secured Obligations; the surplus, if any, after payment of the amount set forth
above, shall be payable to the Mortgagor, its successors and assigns, or to
whomsoever may be lawfully entitled to receive same, or as a court of competent
jurisdiction may direct.

Section 4.08. Any failure by the Mortgagee to insist
upon the strict performance by the Mortgagor of any of the terms and provisions
hereof shall not be deemed to be a waiver of any of the terms and provisions
hereof, and the Mortgagee, notwithstanding any such failure, shall have the
right thereafter to insist upon the strict performance by the Mortgagor of any
and all of the terms and provisions of this Mortgage to be performed by the
Mortgagor. Neither the Mortgagor nor any other person now or hereafter
obligated for the payment of the whole or any part of the sums now or hereafter
secured by this Mortgage shall be relieved of such obligation by reason of the
failure of the Mortgagee to comply with any request of the Mortgagor, or of any
other person so obligated, to take action to foreclose this Mortgage or
otherwise enforce any of the provisions of this Mortgage or any obligations
secured by this Mortgage, or by

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reason of the release, regardless of consideration, of the whole or any part of
the security held for the indebtedness secured by this Mortgage, or by reason
of any agreement or stipulation between any subsequent owner or owners of the
Premises and the Mortgagee extending the time of payment or modifying the terms
of the Secured Obligations or this Mortgage without first having obtained the
consent of the Mortgagor or such other person, and in the latter event, the
Mortgagor and all such other persons shall continue to be liable to make such
payments according to the terms of any such agreement of extension or
modification unless expressly released and discharged in writing by the
Mortgagee. Regardless of consideration, the Mortgagee may release the
obligation of anyone at any time liable for any of the Secured Obligations
without in any way impairing or affecting the lien hereof, and the Mortgagee
may resort for the payment of the Secured Obligations to any other security
therefor held by the Mortgagee in such order and manner as it may elect.

Section 4.09. Mortgagor hereby waives and renounces
all homestead and exemption rights provided for by the Constitution and the
laws of the United States and of any state, in and to the Premises as against
the collection of the Secured Obligations, or any part thereof, to the extent
permitted by law.

Section 4.10. Subject to limitations of applicable
law, if any, Mortgagee, at its option, is authorized to foreclose this Mortgage
subject to the rights of any tenants of the Premises, and the failure to make
any such tenants parties to any such foreclosure proceedings and to foreclose
their rights will not be, nor be asserted to be by Mortgagor, a defense to any
proceeding instituted by Mortgagee to collect the sums secured hereby.

Section 4.11. In case Mortgagee shall have proceeded
to enforce any right, power or remedy under this Mortgage by foreclosure, entry
or otherwise, and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to Mortgagee, then in
every such case, to the extent permitted by law, Mortgagor and Mortgagee shall
be restored to their former positions and rights hereunder, and all rights,
powers and remedies of Mortgagee shall continue as if no such proceeding had
occurred.

ARTICLE V

Miscellaneous

Section 5.01. Any notice or demand which, by any
provision of this Mortgage, is required or permitted to be given or served by
or to the Mortgagee or by or to the Mortgagor, shall be conclusively deemed to
have been properly given or served by such party and to be effective on the
date on which personally delivered to such party at the address specified for
such party

13



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on page 1 hereof (or at such other address as such party shall specify to the
other party in writing by like notice), or when deposited in the mail if sent
by registered or certified mail, return receipt requested, or in the case of
notice by telex, telecopier or the like, when sent addressed as set forth on
page 1 hereof (or at such other address as such party shall specify to the
other party in writing by like notice). The time period in which a response to
any notice or demand must be given, if any, however, shall commence to run from
the date of personal delivery or receipt on the return receipt by the addressee
thereof. Rejection or other refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to be
receipt of the notice or demand sent. Any party hereto may change its address
by giving thirty (30) days prior written notice of such change to the other
parties hereto.

Section 5.02. To the extent that any provision of this
Mortgage may be deemed invalid or unenforceable, under any applicable law, such
provision shall be deemed void and inoperative and shall not form part of this
Mortgage, but the remainder of this Mortgage shall remain in full force and
effect. The parties hereto specifically declare that they would have entered
into this Mortgage if any such void provisions had been omitted herefrom.

Section 5.03. The rights of the Mortgagee arising
under the clauses and covenants contained in this Mortgage shall be separate,
distinct and cumulative and none of them shall be in exclusion of the others.
No act of the Mortgagee shall be construed as an election to proceed under any
one provision herein to the exclusion of any other provision, anything herein
or otherwise to the contrary notwithstanding.

Section 5.04. This Mortgage and the enforcement of the
rights and remedies hereunder shall be governed by the laws of the State of
South Carolina.

Section 5.05. The Mortgagor, and the Mortgagee
acknowledge that this Mortgage is made solely for the benefit of the parties
hereto and no third party should or may assume that any third party Mortgagee
rights are extended or created hereby.

Section 5.06. Except as may be prohibited by
applicable law, if at any time the United States of America, any state thereof
or any governmental subdivision of such state, having jurisdiction, shall
require revenue, excise or documentary stamps to be affixed to this Mortgage,
or other tax to be paid on or in connection therewith, the Mortgagor will pay
the same with any interest or penalties imposed in connection therewith.

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Section 5.07. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given such terms in the
Purchase Documents.

Section 5.08. This Mortgage may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument.

Section 5.09. Mortgagee shall be entitled to assign
this Mortgage and its rights and interests therein to any of its affiliates,
including Gist-Brocades B.V. (GBBV), without notice or consent from
Mortgagee.

IN WITNESS WHEREOF, the Mortgagor has executed and delivered this Mortgage
and its seal affixed hereto, all as of the day and year first above written.

WITNESSES:

|                                                    |        |                                        |  |                                                  |  | 
|--------------------------------------------------- | ------ | -------------------------------------- |  | ------------------------------------------------ |  | 
|/s/ Dennard R. Teager

[Signature of First Witness] |        | FERMPRO MANUFACTURING, LP              |  |                                                 
|                                                    |        | By:                                    |  | Astral Technologies, Inc.,                      
|                                                    |        |                                        |  | General Partner                                  |  | 
|                                                    |        |                                        |  |                                                  |  | 
|                                                    |        | By:                                    |  | /s/ James W. Godfrey, Jr.

James W. Godfrey, Jr.
|                                                    |        |                                        |  | President                                        |  | 
|                                                    |        |                                        |  |                                                  |  | 
|                                                    |        | ATTEST:                                |  |                                                 
|                                                    |        |                                        |  |                                                  |  | 
|                                                    |        | /s/ H.
Ronald Easler

H. Ronald Easler |  |                                                 
|                                                    |        | Secretary                              |  |                                                 
|                                                    |        |                                        |  |                                                  |  | 
|/s/                                                 | [SEAL] |                                        |  |                                                  |  | 
|                                                    |        |                                        |  |                                                  |  | 
|[Signature of Second Witness]                       |        |                                        |  |                                                  |  | 

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STATE OF NORTH CAROLINA

PROBATE


COUNTY OF MECKLENBERG


PERSONALLY appeared before me the First Witness whose signature
appears above who after being duly sworn states that (s) he saw the within
FermPro Manufacturing, LP, by Astral Technologies, Inc., its general
partner, by James W. Godfrey, Jr. , its President, and H. Ronald Easler,
its Secretary, sign, seal, and as their act and deed, deliver the within
Purchase Money Mortgage, Assignment of Rents and Leases, Security Agreement
and Fixture Filing for the uses and purposes therein stated and that
(s) he
with the Second Witness whose signature appears above was present at the
execution thereof .

|                                               |  |  |  |                           
|---------------------------------------------- |  |  |  | --------------------------
|SWORN to before me this 
27 day of April, 1994 |  |  |  | /s/ Dennard R.
Teagere    
|                                               |  |  |  | Signature of First Witness



|_____________________________       | (L.S.)
|----------------------------------- | ------
|Notary Public for Mecklenberg, N.C.
|                                   
|My Commission Expires: 3/16/97     





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EXHIBIT A

PARCEL 1

All that certain piece, parcel or lot of land containing 8.163 acres on the
western side of the right of way of the Seaboard Coast Line Railroad between
Kingstree and Florence in the County of Williamsburg, State of South Carolina.
Said parcel being more fully described by a plat prepared for the Travenol
Laboratories, Inc. by J. D. Brockington dated November 15, 1976, revised April
15, 1977, and revised April 25, 1977, and recorded in the Office of the Clerk
of Court for Williamsburg County in Plat Book 26 at page 70. Said parcel having
the following courses and distances, to wit:

Beginning at a concrete post on the West side of the Seaboard Coast Line
Railroad right of way, 1075.71 feet South of the centerline of a bridge over a
canal which is the property line between Charlie L. Graham and Travenol
Laboratories, Inc., and running along the Seaboard Coast Line Railroad right
of way South 18 degrees 25 minutes West for a distance of 1507.77 feet to a
concrete post; Thence North 19 degrees 13 minutes West for a distance of 150.8
feet along the line of other property of Travenol Laboratories, Inc. to an
iron; Thence North 5 degrees 39 minutes East for a distance of 332.95 feet
along the line of other property of Travenol Laboratories, Inc. to an iron;
Thence North 13 degrees 24 minutes East for a distance of 112.13 feet along
the line of other property of Travenol Laboratories, Inc. to an iron; Thence
North 1 degree 56 minutes East for a distance of 183.7 feet along the line of
other property of Travenol Laboratories, Inc. to an iron; Thence North 12
degrees 42 minutes West for a distance of 39.35 feet along other property of
Travenol Laboratories, Inc. to an iron; Thence North 7 degrees 41 minutes West
for a distance of 50.02 feet along other property of Travenol Laboratories,
Inc. to an iron; Thence North 0 degrees 54 minutes East for a distance of
128.28 feet along the line of other property of Travenol Laboratories, Inc.,
to an iron; Thence North 38 degrees 05 minutes West for a distance of 43.75
feet along the line of other property of Travenol Laboratories, Inc. to an
iron; Thence North 1 degree 48 minutes East for a distance of 170.5 feet along
the line of other property of Travenol Laboratories, Inc. to an iron; Thence
North 43 degrees 58 minutes East for a distance of 42.8 feet along the line of
other property of Travenol Laboratories, Inc. to an iron; Thence North 1
degree 44 minutes East for a distance of 153.29 feet along the line of other
property of Travenol Laboratories, Inc. to an iron; Thence North 24 degrees 48
minutes East for a distance of 78.9 feet along the line of other property of
Travenol Laboratories, Inc. to a concrete post; Thence North 88 degrees 07
minutes East for a distance of 425.83 feet along the line of other property of
Travenol Laboratories, Inc. to a concrete post at the point of beginning.





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PARCEL 2

All that certain piece, parcel or tract of land together with the improvements
thereon, situate, lying and being on the east side of the right of way of
Seaboard Coast Line Railroad between Florence and Kingstree in the County of
Williamsburg, State of South Carolina. Said tract consists of 341.8 acres, more
or less, and is more particularly shown and delineated on a plat prepared for
the Travenol Laboratories, Inc. by J. D. Brockington dated April 15, 1971,
revised February 2, 1976, and also revised March 24, 1977, and recorded in the
Office of the Clerk of Court for Williamsburg County in Plat Book 26 at page
71, and consisting of all the property east of said railroad right of way, said
plat being incorporated herein by reference. Said property has the following
courses and distances as shown on said plat:

Beginning at a point on the Eastern side of the right of way of the Seaboard
Coast Line Railroad at the Southwest corner of the property and thence running
northerly along said right of way a total of 4,951.6 feet to property now or
formerly of C. G. Carsten, thence running South 70 degrees 10 minutes East
925.3 feet; thence running along property of C. G. Carsten North 18 degrees 30
minutes East 1,264.5 feet to a point; thence running South 40 degrees 10
minutes East along property of International Pulp and Paper Company 1,253.3
feet to a point; Thence running North 63 degrees 15 minutes east 99.7 feet to
a point; Thence running South along the property of M.P. Flager 879.8 feet to
a point; Thence running North 77 degrees 30 minutes West 113.5 feet to a
point; Thence running South 1 degree 30 minutes East 499.6 feet to a point;
Thence running North 77 degrees 30 minutes West 64 feet; Thence running South
0 degrees 45 minutes East 675.2 feet to a point; Thence running South 84
degrees East 250.1 feet to a point; Thence running South 8 degrees East along
property of D. S. Epps Estate 1,452 feet to a point; Thence running South 62
degrees 30 minutes West 176.2 feet to a point; thence running South 53 degrees
12 minutes West 433 feet to a point; Thence running South 72 degrees 30
Minutes West 284.5 feet to a point; Thence running South 21 degrees 31 minutes
West 1,511.4 feet to a point along the property of W. K. Brockington; Thence
running North 89 degrees 29 minutes West along property of W. K. Brockington
540.5 feet to a point; Thence running North 72 degrees, 29 minutes West along
property of D. A. Brockington 2,262 feet to the point of beginning.

Both Parcel 1 and Parcel 2 being the same property conveyed to Ferres B.V. by
Deed from Travenol Laboratories, Inc., a Delaware corporation dated July 7,
1977 and recorded July 11, 1977 in Deed Book A-130, Page 315 in the Office of
the Clerk of Court for Williamsburg County.





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PARCEL 3

All that certain piece, parcel or tract of land lying, being and situate in
King and Ridge Townships, County of Williamsburg, State of South Carolina,
containing 119.324 acres, more or less, bounded on the North by other lands of
Ferres BV, by lands of estate of D. S. Epps, and by lands of James F. Cooper,
Jr.; on the East by lands of James F. Cooper, Jr.; on the Southeast by S. C.
Highway No. 45-159 known as the Steam Mill Road; on the Southwest by other
lands of Ferres BV, said tract of land is more fully and in detail shown on a
map thereof made by J. D. Brockington, Registered Land Surveyor, dated November
30, 1978, and recorded in the Office of the Clerk of Court for Williamsburg
County in Plat Book 28 at page 72, which map is incorporated herein by
reference.

Being the same property conveyed to Ferres B.V. by deed from
Eleanor S. Brown, widow, dated January        , 1979 and recorded
January 26, 1979, in Deed Book A-139, page 693 in the Office of the Clerk of
Court for Williamsburg County.

LESS, HOWEVER, AND THERE IS EXCEPTED FROM THIS CONVEYANCE the following parcel
conveyed by quitclaim deed from IBIS Limited Partnership, a North Carolina
partnership, to Williamsburg County, to be recorded contemporaneously
herewith:

All that certain piece, parcel or tract of land lying and being situate in
Ridge Township, Williamsburg County, South Carolina, on the northern side of
Road S-45-159 (66 feet wide right-of-way), beginning at a new iron on the said
road right-of-way at corner of property of James F. Cooper, Jr., now or
formerly, thence with the northern right-of-way line for Road S-45-159 along a
curve in a southwesterly direction with a radius of 1,113.86 feet with an arc
length of 224.37 feet (chord bearing S 58-20-35 W, chord length 223.97 feet)
to a new iron; thence, N 24-43-00 W 1,178.10 feet to a new iron; thence N
77-24-58 E 581.05 feet to a new iron on line of property of James F. Cooper,
Jr., now or formerly; thence with the James F. Cooper, Jr. line S 06-08-35 E
1,085.45 feet to the point of beginning; shown, as containing 10.18 acres,
more or less, on plat prepared by Kellahan & Associates, Engineers and
Surveyors, Inc., dated March 30, 1994, recorded in Plat Book
S868, Page 9A, to
which plat reference is made for a more particular description of the property
described herein.

HOWEVER, THERE IS INCLUDED IN THIS CONVEYANCE all easements and rights-of-way
appurtenant to the above-described property, including but not limited to all
of Grantors interest, rights and claim in and to the Easements set forth in
instrument recorded in Deed Book A-130, Page 322, and in particular the access
easement 20 feet in width between the conveyed premises and Highway No. 52, as
shown in Plat Book 26, Page 70, and also as set forth in Easement and Shared
Facilities Agreement recorded in Deed Book A-130, Page





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##### 



370, Office of the Clerk of Court for Williamsburg County, South
Carolina.

PARCEL 4

(Description of Lot No. 4, Plat Book 22, at Page 70)

ALL that certain piece, parcel or lot of land, with the buildings and
improvements thereon, lying, being and situate in the Town of Kingstree,
County of Williamsburg, State of South Carolina, designated as Lot No. 4 on a
map of four lots by J. D. Brockington, R.L.S., dated January 22, 1974, and
recorded in the Office of the Clerk of Court for Williamsburg County in Plat
Book 22 at Page 70, and being bounded and described as follows, to wit: On the
North by Lot No. 3, as shown on the map aforesaid, and measuring thereon one
hundred forty and four-tenths (140.4) feet; on the East by lot of Martha E.
Tallavast, and measuring thereon thirty-two and six-tenths (32.6) feet; on the
South by lot of H. H. Poston, Sr., and measuring thereon one hundred thirty
nine and nine-tenths (139.9) feet, and on the West by Academy Street in the
Town aforesaid, and measuring thereon thirty-four and five-tenths (34.5) feet.

DERIVATION: This is the same property as that conveyed to FERMPRO
MANUFACTURING, LP by the following deeds to be recorded contemporaneously
herewith in the Office of the Clerk of Court for Williamsburg County, South
Carolina: (1) from IBIS LIMITED PARTNERSHIP dated April 27, 1994, and (2) from
International Bio-Synthetics, Inc. dated April 27, 1994.

4