<PAGE>
                                                                    EXHIBIT 10.1




-------------------------------------------------
RECORDING REQUESTED
BY AND WHEN
RECORDED RETURN TO:

HARDIN G. HALSEY, ESQ.
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
ONE WEST FOURTH STREET
WINSTON-SALEM, NC  27101
-------------------------------------------------



                   DEED TO SECURE DEBT AND SECURITY AGREEMENT



                                       BY

                           ATLANTIC CENTER PLAZA, LLC,

                       a Georgia limited liability company

                                   as Grantor



                                       TO

                      METROPOLITAN LIFE INSURANCE COMPANY,
                             a New York corporation,

                                       and

                               METLIFE BANK, N.A.,
                         a national banking association,

                             collectively as Grantee


                                December 30, 2003


<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                      PAGE
                                                                                                                      ----

<S>                                                                                                                   <C>
ARTICLE I - GRANT OF SECURITY..........................................................................................2
         SECTION 1.01  REAL PROPERTY GRANT.............................................................................2
         SECTION 1.02  PERSONAL PROPERTY GRANT.........................................................................2
         SECTION 1.03  CONDITIONS TO GRANT.............................................................................3

ARTICLE II - GRANTOR COVENANTS.........................................................................................3
         SECTION 2.01  DUE AUTHORIZATION, EXECUTION, AND DELIVERY......................................................3
         SECTION 2.02  PERFORMANCE BY GRANTOR..........................................................................3
         SECTION 2.03  WARRANTY OF TITLE...............................................................................4
         SECTION 2.04  TAXES, LIENS AND OTHER CHARGES..................................................................4
         SECTION 2.05  ESCROW DEPOSITS.................................................................................4
         SECTION 2.06  CARE AND USE OF THE PROPERTY....................................................................5
         SECTION 2.07  COLLATERAL SECUIRTY INSTRUMENTS.................................................................6
         SECTION 2.08  SUITS AND OTHER ACTS TO PROTECT THE PROPERTY....................................................6
         SECTION 2.09  LIENS AND ENCUMBRANCES..........................................................................6

ARTICLE III - INSURANCE................................................................................................7
         SECTION 3.01  REQUIRED INSURANCE AND TERMS OF INSURANCE POLICIES..............................................7
         SECTION 3.02  ADJUSTMENT OF CLAIMS............................................................................9
         SECTION 3.03  ASSIGNMENT TO GRANTEE...........................................................................9

ARTICLE IV - BOOKS, RECORDS AND ACCOUNTS...............................................................................9
         SECTION 4.01  BOOKS AND RECORDS...............................................................................9
         SECTION 4.02  PROPERTY REPORTS...............................................................................10
         SECTION 4.03  ADDITIONAL MATTERS.............................................................................10

ARTICLE V - LEASES AND OTHER AGREEMENTS AFFECTING THE PROPERTY........................................................11
         SECTION 5.01  GRANTOR'S REPRESENTATIONS AND WARRANTIES.......................................................11
         SECTION 5.02  ASSIGNMENT OF LEASES...........................................................................11
         SECTION 5.03  PERFORMANCE OF OBLIGATIONS.....................................................................11
         SECTION 5.04  SUBORDINATE LEASES.............................................................................11
         SECTION 5.05  LEASING COMMISSIONS............................................................................12

ARTICLE VI - ENVIRONMENTAL HAZARDS....................................................................................12
         SECTION 6.01  REPRESENTATIONS AND WARRANTIES.................................................................12
         SECTION 6.02  REMEDIAL WORK..................................................................................12
         SECTION 6.03  ENVIRONMENTAL SITE ASSESSMENT..................................................................13
         SECTION 6.04  UNSECURED OBLIGATIONS..........................................................................13
         SECTION 6.05  HAZARDOUS MATERIALS............................................................................13
         SECTION 6.06  REQUIREMENTS OF ENVIRONMENTAL LAWS.............................................................14

ARTICLE VII - CASUALTY, CONDEMNATION AND RESTORATION..................................................................14
         SECTION 7.01  GRANTOR'S REPRESENTATIONS......................................................................14
         SECTION 7.02  RESTORATION....................................................................................14
         SECTION 7.03  CONDEMNATION...................................................................................15
         SECTION 7.04  REQUIREMENTS FOR RESTORATION...................................................................16

ARTICLE VIII - REPRESENTATIONS OF GRANTOR.............................................................................17
         SECTION 8.01  ERISA..........................................................................................17
         SECTION 8.02  NON-RELATIONSHIP...............................................................................17
         SECTION 8.03  NO ADVERSE CHANGE..............................................................................17
         SECTION 8.04  FOREIGN INVESTOR...............................................................................18

ARTICLE IX - EXCULPATION AND LIABILITY................................................................................18
         SECTION 9.01  LIABILITY OF GRANTOR...........................................................................18

ARTICLE X - CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY...............................................................19
         SECTION 10.01  CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION...................................19
</TABLE>
                                       i
<PAGE>
<TABLE>
<CAPTION>

                                                                                                                      PAGE
                                                                                                                      ----

<S>                                                                                                                   <C>

         SECTION 10.02  PROHIBITION ON SUBORDINATE FINANCING..........................................................20
         SECTION 10.03  RESTRICTIONS ON ADDITIONAL OBLIGATIONS........................................................20
         SECTION 10.04  STATEMENTS REGARDING OWNERSHIP................................................................20

ARTICLE XI - DEFAULTS AND REMEDIES....................................................................................21
         SECTION 11.01  EVENTS OF DEFAULT.............................................................................21
         SECTION 11.02  REMEDIES UPON DEFAULT.........................................................................21
         SECTION 11.03  APPLICATION OF PROCEEDS OF SALE...............................................................23
         SECTION 11.04  WAIVER OF JURY TRIAL..........................................................................23
         SECTION 11.05  GRANTEE'S RIGHT TO PERFORM GRANTOR'S OBLIGATIONS..............................................23
         SECTION 11.06  GRANTEE REIMBURSEMENT.........................................................................23
         SECTION 11.07  FEES AND EXPENSES.............................................................................23
         SECTION 11.08  WAIVER OF CONSEQUENTIAL DAMAGES...............................................................24

ARTICLE XII - GRANTOR AGREEMENTS AND FURTHER ASSURANCES...............................................................24
         SECTION 12.01  PARTICIPATION AND SALE OF LOAN; CO-LENDING....................................................24
         SECTION 12.02  REPLACEMENT OF NOTE...........................................................................25
         SECTION 12.03  GRANTOR'S ESTOPPEL............................................................................25
         SECTION 12.04  FURTHER ASSURANCES............................................................................25
         SECTION 12.05  SUBROGATION...................................................................................25

ARTICLE XIII - SECURITY AGREEMENT.....................................................................................25
         SECTION 13.01  SECURITY AGREEMENT............................................................................25
         SECTION 13.02  REPRESENTATIONS AND WARRANTIES................................................................26
         SECTION 13.03  CHARACTERIZATION OF PROPERTY..................................................................26
         SECTION 13.04  PROTECTION AGAINST PURCHASE MONEY SECURITY INTERESTS..........................................26

ARTICLE XIV - SECURITIZATION PROVISIONS...............................................................................27
         SECTION 14.01  INTENTIONALLY DELETED.........................................................................27

ARTICLE XV - MISCELLANEOUS COVENANTS..................................................................................27
         SECTION 15.01  NO WAIVER.....................................................................................27
         SECTION 15.02  NOTICES.......................................................................................27
         SECTION 15.03  HEIRS AND ASSIGNS; TERMINOLOGY................................................................27
         SECTION 15.04  SEVERABILITY..................................................................................27
         SECTION 15.05  APPLICABLE LAW................................................................................27
         SECTION 15.06  CAPTIONS......................................................................................28
         SECTION 15.07  TIME OF THE ESSENCE...........................................................................28
         SECTION 15.08  NO MERGER.....................................................................................28
         SECTION 15.09  NO MODIFICATIONS..............................................................................28
         SECTION 15.10  WAIVER........................................................................................28
         SECTION 15.11  NATURE OF DOCUMENT............................................................................28
         SECTION 15.12  SECURITIES LAWS...............................................................................28


</TABLE>

                                       ii
<PAGE>



           DEED TO SECURE DEBT, SECURITY AGREEMENT AND FIXTURE FILING

                                  DEFINED TERMS
<TABLE>
<S>                                                                      <C>
------------------------------------------------------------------------ ------------------------------------------------------
EXECUTION DATE:  The date set forth on the cover page hereof.            GRANTEE & ADDRESS:
                                                                         Metropolitan Life Insurance Company
                                                                         and MetLife Bank, N.A., a national banking
                                                                         association
                                                                         c/o Metropolitan Life Insurance Company
                                                                         10 Park Avenue
                                                                         Morristown, New Jersey 07960
                                                                         Attention:    Senior Vice President
                                                                                       Real Estate Investments
                                                                         and
                                                                         c/o Metropolitan Life Insurance Company
                                                                         2400 Lakeview Parkway, Suite 400
                                                                         Alpharetta, Georgia 30004
                                                                         Attention:           Vice-President or Associate
                                                                                           General Counsel
------------------------------------------------------------------------ ------------------------------------------------------
NOTE OR NOTES: (i) The promissory note dated as of the Execution Date
made by Grantor to the order of Metropolitan Life Insurance Company in
the principal amount of $74,000,000.00 ("Metropolitan Note A"), (ii) the
promissory note dated as of the Execution Date made by Grantor to the
order of MetLife Bank, N.A. in the principal amount of $6,000,000.00
("Bank Note A"; the Metropolitan Note A and the Bank Note A are sometimes
collectively referred to herein as "Note A"), (iii) the promissory note
dated as of the Execution Date made by Grantor to the order of
Metropolitan Life Insurance Company in the principal amount of
$9,000,000.00 (" Metropolitan Note B"), and (iv) the promissory note
dated as of the Execution Date made by Grantor to the order of MetLife
Bank, N.A. in the principal amount of $1,000,000.00 ("Bank Note B"; the
Metropolitan Note B and the Bank Note B are sometimes collectively
referred to herein as "Note B") . The Notes have a Maturity Date of
December 1, 2006.
------------------------------------------------------------------------ ------------------------------------------------------
GRANTOR:
Atlantic Center Plaza, LLC, a Georgia limited liability company, whose address
is c/o Pope & Land Enterprises, Inc., 3225 Cumberland Boulevard, Suite 400,
Atlanta, GA 30339.
-------------------------------------------------------------------------------------------------------------------------------
LIABLE PARTIES:
Lawrence P. Kelly and A.J. Land, Jr., whose address is c/o Pope & Land Enterprises, Inc., 3225 Cumberland Boulevard, Suite
400, Atlanta, GA  30339.
----------------------------------------------------------------- -------------------------------------------------------------
COUNTY IN WHICH THE PROPERTY IS LOCATED:         Fulton           STATE IN WHICH THE PROPERTY IS LOCATED:        Georgia
----------------------------------------------------------------- -------------------------------------------------------------
ADDRESS FOR INSURANCE NOTIFICATION:                               INSURANCE:
Metropolitan Life Insurance Company                               Commercial General Liability:  $25 Million
 and/or its successors and assigns                                Full Replacement Cost:  $90,000,000.00 including personal
One MetLife Plaza                                                 property
27-01 Queens Plaza North                                          Boiler and Machinery:   Included in Replacement Cost
Long Island City, New York 11101                                  Business Income (Rent Loss):    $12,200,000 for year one,
   Attn:  Risk Management Unit, Area:  7 C                        $14,200,000 for year two and $14,800,000 for year three
                                                                  (subject to actual occupancy levels).
                                                                  Terrorism Insurance:   $90,000,000.00
----------------------------------------------------------------- -------------------------------------------------------------
USE:   Office Building
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    1
<PAGE>

-------------------------------------------------------------------------------
LOAN DOCUMENTS: The NOTES, this DEED TO SECURE DEBT , the LEASING RESERVE
HOLDBACK AGREEMENT, the ASSIGNMENT OF INTEREST RATE CAP AGREEMENT and any other
documents related to the Notes and/or this Deed To Secure Debt and all renewals,
amendments, modifications, restatements and extensions of these documents.
INDEMNITY AGREEMENT: Unsecured Indemnity Agreement dated as of the Execution
Date and executed by Grantor in favor of Grantee. GUARANTY: Guaranty dated as of
the Execution Date and executed by Liable Parties. The Indemnity Agreement and
the Guaranty are not Loan Documents and shall survive repayment of the Loan or
other termination of the Loan Documents. LEASING RESERVE HOLDBACK AGREEMENT:
Leasing Reserve Holdback Agreement of even date between Grantor and Grantee.
ASSIGNMENT OF INTEREST RATE CAP AGREEMENT: Assignment of Interest Rate Cap
Agreement and Security Agreement of even date between Grantor and Grantee. LOAN:
A first mortgage loan in an aggregate amount of $90,000,000.00 consisting of (i)
a $74,000,000.00 Loan (" Metropolitan Loan A") from Metropolitan Life Insurance
Company to Grantor, (ii) a $6,000,000.00 Loan from MetLife Bank, N.A. to Grantor
("Bank Loan A"; Metropolitan Loan A and Bank Loan A are sometimes collectively
referred to herein as "Loan A"), (iii) a $9,000,000.00 Loan ("Metropolitan Loan
B") from Metropolitan Life Insurance Company to Grantor, and (iv) a
$1,000,000.00 Loan from MetLife Bank, N.A. to Grantor ("Bank Loan B";
Metropolitan Loan B and Bank Loan B are sometimes collectively referred to
herein as "Loan B").
-------------------------------------------------------------------------------


         This DEED TO SECURE DEBT, SECURITY AGREEMENT AND FIXTURE FILING (this
"Deed To Secure Debt") is entered into as of the Execution Date by Grantor to
Grantee with reference to the following Recitals:

                                 R E C I T A L S

         A. This Deed To Secure Debt secures: (1) the payment of the
indebtedness evidenced by the Notes with interest at the rates set forth in the
Notes, together with all renewals, modifications, consolidations and extensions
of the Notes, all additional advances or fundings made by Grantee pursuant to
the Loan Documents, and any other amounts required to be paid by Grantor under
any of the Loan Documents, (collectively, the "Secured Indebtedness", and
sometimes referred to as the "Loan") and (2) the full performance by Grantor of
all of the terms, covenants and obligations set forth in any of the Loan
Documents. The Secured Indebtedness shall include any and all present and future
advances under the Notes, it being understood that the principal amount of
present advances at the time of recordation of this Deed To Secure Debt under
Note A is Seventy-Six Million and No/100 Dollars ($76,000,000.00), and that the
Note A provides for additional future advances of principal such that the
maximum principal amount advanced under Note A may be an amount of up to
$80,000,000.00 and that the entire $10,000,000.00 amount of Note B has been
advanced at closing. The Secured Indebtedness secured hereby (and the defined
term "Secured Indebtedness" as set forth herein) shall be deemed to also include
any and all other indebtedness now or hereafter owing by Grantor to Grantee
pursuant to the Loan Documents, whether due or to become due, and all renewals,
modifications, consolidations, replacements and extensions thereof.

         B. Grantor makes the following covenants and agreements for the benefit
of Grantee or any party designated by Grantee, including any prospective
purchaser of the Loan Documents or participant in the Loan, and their respective
officers, employees, agents, attorneys, representatives and contractors (all of
which are collectively referred to as, "Grantee").

         NOW, THEREFORE, IN CONSIDERATION of the Recitals and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
Grantor agrees as follows:


                          ARTICLE I - GRANT OF SECURITY

Section 1.01 REAL PROPERTY GRANT. Grantor irrevocably sells, transfers, grants,
conveys, assigns and warrants to Grantee, its successors and assigns, with power
of sale and right of entry and possession, all of Grantor's present and future
estate, right, title and interest in and to the following which are collectively
referred to as the "Real Property":


                                       2
<PAGE>

         (1) that certain real property located in the County and State which is
more particularly described in EXHIBIT "A" attached to this Deed To Secure Debt
or any portion of the real property; and all of Grantor's right, title and
interest in and to all easements, rights-of-way, gaps, strips and gores of land;
streets and alleys; sewers and water rights; privileges, licenses, tenements,
and appurtenances appertaining to the real property, and the reversion(s),
remainder(s), and claims of Grantor with respect to these items, and the
benefits of any existing or future conditions, covenants and restrictions
affecting the real property (collectively, the "Land");

         (2) all of Grantor's right, title and interest in and to all things now
or hereafter affixed to or placed on the Land, including all buildings,
structures and improvements, all fixtures and all machinery, elevators, boilers,
building service equipment (including, without limitation, all equipment for the
generation or distribution of air, water, heat, electricity, light, fuel or for
ventilating or air conditioning purposes or for sanitary or drainage purposes or
for the removal of dust, refuse or garbage), partitions, appliances, furniture,
furnishings, building materials, supplies, computers and software, window
coverings and floor coverings, lobby furnishings, and other property now or in
the future attached, or installed in the improvements and all replacements,
repairs, additions, or substitutions to these items (collectively, the
"Improvements");

         (3) all of Grantor's right, title and interest in and to all present
and future income, rents, revenue, profits, proceeds, accounts receivables and
other benefits from the Land and/or Improvements and all deposits made with
respect to the Land and/or Improvements, including, but not limited to, any
security given to utility companies by Grantor, any advance payment of real
estate taxes or assessments, or insurance premiums made by Grantor and all
claims or demands relating to such deposits and other security, including claims
for refunds of tax payments or assessments, and all insurance proceeds payable
to Grantor in connection with the Land and/or Improvements whether or not such
insurance coverage is specifically required under the terms of this Deed To
Secure Debt ("Insurance Proceeds") (all of the items set forth in this paragraph
are referred to collectively as "Rents and Profits");

         (4) all damages, payments and revenue of every kind that Grantor may be
entitled to receive, from any person owning or acquiring a right to the oil, gas
or mineral rights and reservations of the Land;

         (5) all of Grantor's right, title and interest in and to all proceeds
and claims arising on account of any damage to, or Condemnation (as hereinafter
defined) of any part of the Land and/or Improvements, and all causes of action
and recoveries for any diminution in the value of the Land and/or Improvements;

         (6) all of Grantor's right, title and interest in and to all assignable
or transferable licenses, contracts, management agreements, guaranties,
warranties, franchise agreements, permits, or certificates relating to the
ownership, use, operation or maintenance of the Land and/or Improvements; and

         (7) all of Grantor's right, title and interest in and to all names by
which the Land and/or Improvements may be operated or known, and all rights to
carry on business under those names, and all trademarks, trade names, and
goodwill relating to the Land and/or Improvements.

TO HAVE AND TO HOLD the Real Property, unto Grantee, its successors and assigns,
in fee simple forever subject to the terms, covenants and conditions of this
Deed To Secure Debt.

Section 1.02 PERSONAL PROPERTY GRANT. Grantor irrevocably sells, transfers,
grants, conveys, assigns and warrants to Grantee, its successors and assigns, a
security interest in Grantor's interest in the following personal property which
is collectively referred to as "Personal Property":

         (1) all of Grantor's right, title and interest in and to any portion of
the Real Property which may be personal property, and all other personal
property, whether now existing or acquired in the future which is attached to,
appurtenant to, or used in the construction or operation of, or in connection
with, the Real Property;


                                       3
<PAGE>

         (2) all rights to the use of water, including water rights appurtenant
to the Real Property, pumping plants, ditches for irrigation, all water stock or
other evidence of ownership of any part of the Real Property that is owned by
Grantor in common with others and all documents of membership in any owner's
association or similar group;

         (3) all of Grantor's right, title and interest in and to all plans and
specifications prepared for construction of the Improvements, and all contracts
and agreements of Grantor relating to the plans and specifications or to the
construction of the Improvements;

         (4) all of Grantor's right, title and interest in and to all equipment,
machinery, fixtures, goods, accounts, general intangibles, documents,
instruments and chattel paper and all substitutions, replacements of, and
additions to, any of the these items all to the extent located upon or used in
connection with the Real Property;

         (5) all sales agreements, deposits, escrow agreements, other documents
and agreements entered into with respect to the sale of any part of the Real
Property, and all proceeds of the sale; and

         (6) all of Grantor's right, title and interest in and to all proceeds
from the voluntary or involuntary disposition or claim respecting any of the
foregoing items (including judgments, condemnation awards or otherwise).

All of the Real Property and the Personal Property are collectively referred to
as the "Property."

TO HAVE AND TO HOLD the Property, for the benefit of Grantee, its successors and
assigns, in FEE SIMPLE forever subject, however to the terms, covenants and
conditions contained herein.

Section 1.03 CONDITIONS TO GRANT. If Grantor shall pay to Grantee the Secured
Indebtedness, at the times and in the manner stipulated in the Loan Documents,
and if Grantor shall perform and observe each of the terms, covenants and
agreements set forth in the Loan Documents, then this Deed To Secure Debt and
all the rights granted by this Deed To Secure Debt shall be surrendered and
cancelled by Grantee in accordance with the laws of the State.

                         ARTICLE II - GRANTOR COVENANTS

Section 2.01  DUE AUTHORIZATION, EXECUTION, AND DELIVERY.

         (a) Grantor represents and warrants that the execution of the Loan
Documents and the Indemnity Agreement have been duly authorized and there is no
provision in the organizational documents of Grantor requiring further consent
for such action by any other entity or person.

         (b) Grantor represents and warrants that it is duly organized, validly
existing and is in good standing under the laws of the state of its formation
and in the State, that it has all necessary licenses, authorizations,
registrations, permits and/or approvals to own its properties and to carry on
its business as presently conducted.

         (c) Grantor represents and warrants that the execution, delivery and
performance of the Loan Documents will not result in Grantor's being in default
under any provision of its organizational documents or of any deed of trust,
mortgage, lease, credit or other agreement to which it is a party or which
affects it or the Property.

         (d) Grantor represents and warrants that the Loan Documents and the
Unsecured Indemnity Agreement have been duly authorized, executed and delivered
by Grantor and constitute valid and binding obligations of Grantor which are
enforceable in accordance with their terms.

Section 2.02 PERFORMANCE BY GRANTOR. Grantor shall pay the Secured Indebtedness
to Grantee and shall keep and perform each and every other obligation, covenant
and agreement of the Loan Documents.


                                       4
<PAGE>


Section 2.03  WARRANTY OF TITLE.

         (a) Grantor warrants that it holds marketable and indefeasible fee
simple absolute title to the Real Property, and that it has the right and is
lawfully authorized to sell, convey or encumber the Property subject only to
those property specific exceptions to title recorded in the real estate records
of the County and contained in Schedule B-1 of the title insurance policy or
policies which have been approved by Grantee (the "Permitted Exceptions"). The
Property is free from all due and unpaid taxes, assessments and mechanics' and
materialmen's liens.

         (b) Subject to the Permitted Exceptions, Grantor further covenants to
warrant and forever defend Grantee from and against all persons claiming any
interest in the Property.

Section 2.04  TAXES, LIENS AND OTHER CHARGES.

         (a) Unless otherwise paid to Grantee as provided in Section 2.05,
Grantor shall pay all real estate and other taxes, assessments, water and sewer
charges, vault and other license or permit fees, liens, fines, penalties,
interest, and other similar public and private claims and assessments which may
be payable, assessed, levied, imposed upon or become a lien on or against any
portion of the Property (all of the foregoing items are collectively referred to
as the "Imposition(s)"). The Impositions shall be paid not later than seven (7)
days before the dates on which the particular Imposition would become delinquent
and Grantor shall produce to Grantee receipts of the imposing authority, or
other evidence reasonably satisfactory to Grantee, evidencing the payment of the
Imposition in full. If Grantor elects by appropriate legal action to contest any
Imposition and has not paid the Imposition prior to initiation of the contest,
Grantor shall first deposit cash with Grantee as a reserve in an amount which
Grantee reasonably determines is sufficient to pay the Imposition plus all
fines, interest, penalties and costs which may become due pending the
determination of the contest. If Grantor deposits this sum with Grantee, Grantor
shall not be required to pay the Imposition provided that the contest operates
to prevent enforcement or collection of the Imposition, or the sale or
forfeiture of, the Property, and is prosecuted with due diligence and
continuity. Upon termination of any proceeding or contest, Grantor shall pay the
amount of the Imposition as finally determined in the proceeding or contest.
Provided that there is not then an Event of Default (as defined in Section 11.01
hereof), the monies which have been deposited with Grantee pursuant to this
Section shall be applied toward such payment and the excess, if any, shall be
returned to Grantor.

         (b) In the event of the passage, after the Execution Date, of any law
which deducts from the value of the Property, for the purposes of taxation, any
lien or security interest encumbering the Property, or changing in any way the
existing laws regarding the taxation of mortgages, deeds of trust and/or
security agreements or debts secured by these instruments, or changing the
manner for the collection of any such taxes, and the law has the effect of
imposing payment of any Impositions upon Grantee, at Grantee's option, the
Secured Indebtedness shall immediately become due and payable. Notwithstanding
the preceding sentence, the Grantee's election to accelerate the Loan shall not
be effective if (1) Grantor is permitted by law (including, without limitation,
applicable interest rate laws) to, and actually does, pay the Imposition or the
increased portion of the Imposition and (2) Grantor agrees in writing to pay or
reimburse Grantee in accordance with Section 11.06 hereof for the payment of any
such Imposition which becomes payable at any time when the Loan is outstanding.

Section 2.05 ESCROW DEPOSITS. Except as may otherwise be agreed in writing by
Grantee and Grantor, without limiting the effect of Section 2.04 and Section
3.01, Grantor shall pay to Grantee monthly on the same date the monthly
installment is payable under the Notes, an amount equal to 1/12th of the amounts
Grantee reasonably estimates are necessary to pay, on an annualized basis, (1)
all Impositions and (2) the premiums for the insurance policies required under
this Deed To Secure Debt (collectively the "Premiums") until such time as
Grantor has deposited an amount equal to the annual charges for these items and
on demand, from time to time, shall pay to Grantee any additional amounts
necessary to pay the Premiums and Impositions. Grantor will furnish to Grantee


                                       5
<PAGE>

bills for Impositions and Premiums thirty (30) days before Impositions become
delinquent and such Premiums become due for payment. No amounts paid as
Impositions or Premiums shall be deemed to be trust funds and these funds may be
commingled with the general funds of Grantee and prior to an Event of Default,
the escrow deposits will bear interest with interest being payable to Grantor on
account of these funds with such interest being deemed part of the escrowed
funds. If an Event of Default occurs, Grantee shall have the right, at its
election, to apply any amounts held under this Section 2.05 in reduction of the
Secured Indebtedness, or in payment of the Premiums or Impositions for which the
amounts were deposited.

Section 2.06  CARE AND USE OF THE PROPERTY.

         (a) Grantor represents and warrants to Grantee as follows:

                  (i) All material authorizations, licenses, including without
limitation liquor licenses, if any, and operating permits required to allow the
Improvements to be operated for the Use have been obtained, paid for and are in
full force and effect.

                  (ii) The Improvements and their Use comply with (and no
notices of violation have been received in connection with) in all material
respects all Requirements (as defined in this Section) and Grantor shall at all
times comply in all material respects with all present or future Requirements
affecting or relating to the Property and/or the Use. Grantor shall furnish
Grantee, on request, proof of such compliance with the Requirements. Grantor
shall not use or knowingly permit the use of the Property, or any part thereof,
for any illegal purpose. "Requirements" shall mean all laws, ordinances, orders,
covenants, conditions and restrictions and other requirements relating to land
and building design and construction, use and maintenance, that may now or
hereafter pertain to or affect the Property or any part of the Property or the
Use, including, without limitation, planning, zoning, subdivision,
environmental, air quality, flood hazard, fire safety, handicapped facilities,
building, health, fire, traffic, safety, wetlands, coastal and other
governmental or regulatory rules, laws, ordinances, statutes, codes and
requirements applicable to the Property, including permits, licenses and/or
certificates that may be necessary from time to time to comply with any of the
these requirements.

                  (iii) Grantor has complied with all requirements of all
material instruments and agreements affecting the Property, whether or not of
record, including without limitation all covenants and agreements by and between
Grantor and any governmental or regulatory agency pertaining to the development,
use or operation of the Property. Grantor, at its sole cost and expense, shall
keep the Property in good order, condition, and repair, and make all necessary
structural and non-structural, ordinary and extraordinary repairs to the
Property and the Improvements.

                  (iv) Grantor shall abstain from, and not permit, the
commission of waste to the Property and shall not remove or alter in any
substantial manner, the structure or character of any Improvements without the
prior written consent of Grantee except as provided in Section 13.02(c) hereof.

                  (v) The zoning approval for the Property is not dependent upon
the ownership or use of any property which is not encumbered by this Deed To
Secure Debt.

                  (vi) Construction of the Improvements on the Property is
complete except for tenant improvements being constructed in the ordinary course
of business under approved Leases.

                  (vii) The Property is in good repair and condition, free of
any material damage.

         (b) Upon prior reasonable notice to Grantor (which need not be in
writing) and subject to the rights of tenants, Grantee shall have the right, at
any time and from time to time during normal business hours, to enter the
Property in order to ascertain Grantor's compliance with the Loan Documents, to
examine the condition of the Property, to perform an appraisal, to undertake
surveying or engineering work, and to inspect premises occupied by tenants.
Grantor shall reasonably cooperate with Grantee performing these inspections

         (c) Grantor shall use, or cause to be used, the Property continuously
for the Use. Grantor shall not use, or permit the use of, the Property for any
other use without the prior written consent of Grantee.



                                       6
<PAGE>

         (d) Without the prior written consent of Grantee, Grantor shall not (i)
initiate or acquiesce in a change in the zoning classification of and/or
restrictive covenants affecting the Property or seek any variance under existing
zoning ordinances, (ii) use or permit the use of the Property in a manner which
may result in the Use becoming a non-conforming use under applicable zoning
ordinances, or (iii) subject the Property to restrictive covenants.

Section 2.07 COLLATERAL SECURITY INSTRUMENTS. Grantor covenants and agrees that
if Grantee at any time holds additional security for any obligations secured by
this Deed To Secure Debt, it may enforce its rights and remedies with respect to
the security, at its option, either before, concurrently or after a sale of the
Property is made pursuant to the terms of this Deed To Secure Debt. Grantee may
apply the proceeds of the additional security to the Secured Indebtedness
without affecting or waiving any right to any other security, including the
security under this Deed To Secure Debt, and without waiving any breach or
default of Grantor under this Deed To Secure Debt or any other Loan Document.

Section 2.08  SUITS AND OTHER ACTS TO PROTECT THE PROPERTY.

         (a) Within five (5) business days of Grantor's knowledge or receipt,
Grantor shall notify Grantee of the commencement, or receipt of notice, of any
and all actions or proceedings or other material matter or claim affecting the
Property and/or the interest of Grantee under the Loan Documents (collectively,
"Actions"). Grantor shall appear in and defend any Actions; provided, however,
Grantor will not be required to notify Grantee of litigation commenced by
Grantor for the enforcement of lease obligations against a tenant under a lease
of less than 10,000 square feet. Grantor shall appear in and defend any Actions
in a commercially reasonable manner.

         (b) Upon prior written notice to Grantor, Grantee shall have the right,
at the cost and expense of Grantor, to institute, maintain and participate in
Actions and take such other action, as it may deem appropriate in the good faith
exercise of its discretion to preserve or protect the Property and/or the
interest of Grantee under the Loan Documents. Any money paid by Grantee under
this Section shall be reimbursed to Grantee in accordance with Section 11.06
hereof.

Section 2.09  LIENS AND ENCUMBRANCES.

         (a) Without the prior written consent of Grantee, to be exercised in
Grantee's sole and absolute discretion, other than the Permitted Exceptions,
Grantor shall not create, place or allow to remain any lien or encumbrance on
the Property, including deeds of trust, mortgages, security interests,
conditional sales, mechanic liens, tax liens or assessment liens regardless of
whether or not they are subordinate to the lien created by this Deed To Secure
Debt (collectively, "Liens and Encumbrances"). If any Liens and Encumbrances are
recorded against the Property or any part of the Property, Grantor shall obtain
a discharge and release of any Liens and Encumbrances within thirty (30) days
after receipt of notice of their existence.

         (b) Notwithstanding the provisions of subsection (a) of this 2.09,
Grantor shall have the right to contest in good faith the amount or validity of
any such liens (including, without limitation, mechanics' liens) referred to in
subsection (a) above by appropriate legal proceedings and in accordance with all
applicable law, after notice to, but without cost or expense to, Grantee,
provided that (i) the amount of the lien is equal to or less than $500,000.00,
(ii) no Event of Default or event that, with the passage of time or giving of
notice or both, would constitute a default hereunder, under the Notes or other
Loan Documents has occurred and is continuing, (iii) such contest shall be
promptly and diligently prosecuted by and at the expense of Grantor, (iv)
Grantee shall not thereby suffer any civil penalty, or be subjected to any
criminal penalties or sanctions, (v) such contest shall be discontinued and such
liens promptly paid if at any time all or any part of the Property shall be in
imminent danger of being foreclosed, sold, forfeited or otherwise lost or if the
title, lien and security interest created by this Deed To Secure Debt or the
priority thereof shall be in imminent danger of being impaired, (vi) Grantor
shall have set aside adequate reserves (in Grantee's judgment) for the payment
of such liens, together with all interest and penalties thereon and (vii)
Grantor shall have furnished such security as may be required in the proceeding
or as may be requested by Grantee, to insure the payment of any such liens,
together with all interest and penalties thereon.


                                       7
<PAGE>

                             ARTICLE III - INSURANCE

Section 3.01 REQUIRED INSURANCE AND TERMS OF INSURANCE POLICIES.

         (a) During the term of this Deed To Secure Debt, Grantor at its sole
cost and expense must provide the below referenced insurance policies and
certificates of insurance satisfactory to Grantee as to amounts, types of
coverage and the companies underwriting these coverages. In no event shall such
policies be terminated or otherwise allowed to lapse unless replaced by the same
or better coverage. Grantor shall be responsible for its own deductibles.
Grantor shall also pay for any insurance, or any increase of policy limits, not
described in this Deed To Secure Debt which Grantor requires for its own
protection or for compliance with government statutes. Grantor's insurance shall
be primary and without contribution from any insurance procured by Grantee.

Policies of insurance shall be delivered to Grantee in accordance with the
following requirements:

                  (1) All Risk Property insurance on the Improvements and the
Personal Property (i) in an amount equal to 100% of the "Full Replacement Cost"
of the Improvements and Personal Property, which for purposes of this Article
III shall mean actual replacement value (exclusive of costs of excavations,
foundations, underground utilities and footings) with a waiver of depreciation
and with a Replacement Cost Endorsement; (ii) containing an agreed amount
endorsement with respect to the Improvements and Personal Property waiving all
co-insurance provisions; (iii) providing for no deductible in excess of $25,000;
and (iv) containing an "Ordinance or Law Coverage" or "Enforcement" endorsement
if any of the Improvements or the use of the Property shall constitute
non-conforming structures or uses. The Full Replacement Cost shall be determined
from time to time by an appraiser or contractor designated and paid by Grantor
and approved by Grantee or by an engineer or appraiser in the regular employ of
the insurer.

                  (2) Commercial General Liability insurance against claims for
personal injury, bodily injury, death or property damage occurring upon, in or
about the Property, such insurance (i) to be on the so-called "occurrence" form
with a combined single limit of not less than the amount set forth in the
Defined Terms; (ii) to continue at not less than this limit until required to be
changed by Grantee in writing by reason of changed economic conditions making
such protection inadequate; and (iii) to cover at least the following hazards:
(a) premises and operations; (b) products and completed operations on an "if
any" basis; (c) independent contractors; (d) blanket contractual liability for
all written and oral contracts; and (e) contractual liability covering the
indemnities contained in this Deed To Secure Debt to the extent available.

                  (3) Business Income insurance in an amount sufficient to
prevent Grantor from becoming a co-insurer within the terms of the applicable
policies, and sufficient to recover one (1) year's "Business Income" (as
hereinafter defined). The amount shown in the Defined Terms is the current
estimate of one year's 'Business Income'. "Business Income" shall mean the sum
of (i) the total anticipated gross income from actual occupancy of the Property
as of the date of coverage, (ii) the amount of all charges (such as, but not
limited to, operating expenses, insurance premiums and taxes) which are the
obligation of tenants or occupants (as determined on the date of coverage) to
Grantor, (iii) the fair market rental value of any portion of the Property which
is occupied for actual use by Grantor, and (iv) any other amounts payable to
Grantor or to any affiliate of Grantor pursuant to leases.

                  (4) If Grantee determines at any time that any part of the
Property is located in an area identified on a Flood Hazard Boundary Map or
Flood Insurance Rate Map issued by the Federal Emergency Management Agency as
having special flood hazards and flood insurance has been made available,
Grantor will maintain a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration with a generally
acceptable insurance carrier, in an amount not less than the lesser of (i) the
outstanding principal balance of the Loan or (ii) the maximum amount of
insurance which is available under the National Flood Insurance Act of 1968, the
Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act
of 1994, as amended.


                                       8
<PAGE>

                  (5) During the period of any construction or renovation or
alteration of the Improvements, other than tenant improvements constructed in
the ordinary course of business, a so-called "Builder's All Risk" insurance
policy in non-reporting form for any Improvements under construction, renovation
or alteration including, without limitation, for demolition and increased cost
of construction or renovation, in an amount approved by Grantee including an
Occupancy endorsement and Worker's Compensation Insurance covering all persons
engaged in the construction, renovation or alteration in an amount at least
equal to the minimum required by statutory limits of the State.

                  (6) Workers' Compensation insurance, subject to the statutory
limits of the State, and employer's liability insurance with a limit of at least
$1,000,000 per accident and per disease per employee, and $1,000,000 for disease
in the aggregate in respect of any work or operations on or about the Property,
or in connection with the Property or its operations (if applicable). Grantor
will obtain insurance compliant with this paragraph which may be provided
through an excess liability policy.

                  (7) Boiler & Machinery insurance covering the major components
of the central heating, air conditioning and ventilating systems, boilers, other
pressure vessels, high pressure piping and machinery, elevators and escalators,
if any, and other similar equipment installed in the Improvements, in an amount
equal to one hundred percent (100%) of the full replacement cost of all
equipment installed in, on or at the Improvements. These policies shall insure
against physical damage to and loss of occupancy and use of the Improvements
arising out of an accident or breakdown.

                  (8) Insurance from and against all losses, damages, costs,
expenses, claims and liabilities related to or arising from acts of terrorism,
of such types, in such amounts, with such deductibles, issued by such companies,
and on such forms of insurance policies as reasonably required by Grantee
provided that terrorism insurance will only be required as to certified acts of
terrorism as contemplated by the Federal Terrorism Risk Insurance Act.

                  (9) Such other insurance as may from time to time be
reasonably required by Grantee against other insurable hazards, including, but
not limited to, vandalism, earthquake, sinkhole and mine subsidence.

         (b) Grantee's interest must be clearly stated by endorsement in the
insurance policies described in this Section 3.01 as follows:

                  (1) The policies of insurance referenced in Subsections
(a)(1), (a)(3), (a)(4), (a)(5), (a)(7) and (a)(8) of this Section 3.01 shall
identify Grantee under the New York Standard Mortgagee Clause (non-contributory)
endorsement.

                  (2) The insurance policy referenced in Section 3.01 (a)(2)
shall name Grantee as an additional insured.

                  (3) All of the policies referred to in Section 3.01 shall
provide for at least twenty (20) days' written notice to Grantee in the event of
policy cancellation and/or material change.

         (c) All the insurance companies must be authorized to do business in
the State and be approved by Grantee. The insurance companies must have a
general policy rating of A- or better and a financial class of VIII or better by
A.M. Best Company, Inc. and a claims paying ability of BBB or better according
to Standard & Poors. If there are any Securities (as defined in Section 12.01
hereof) issued with respect to this Loan which have been assigned a rating by a
credit rating agency approved by Grantee (a "Rating Agency"), the insurance
company shall have a claims paying ability rating by such Rating Agency equal to
or greater than the rating of the highest class of the Securities. Grantor shall
deliver evidence satisfactory to Grantee of payment of premiums due under the
insurance policies.



                                       9
<PAGE>

         (d) Certified copies of the policies, and any endorsements, shall be
made available for inspection by Grantee upon request. If any policy is canceled
before the Loan is satisfied, and Grantor fails to immediately procure
replacement insurance, Grantee reserves the right but shall not have the
obligation immediately to procure replacement insurance at Grantor's cost.

         (e) Grantor shall be required during the term of the Loan to continue
to provide Grantee with original renewal policies or replacements of the
insurance policies referenced in Section 3.01 (a). Grantee may accept
Certificates of Insurance evidencing insurance policies referenced in
Subsections (a)(2), (a)(4), and (a)(6) of this Section 3.01 instead of requiring
the actual policies. Grantee shall be provided with renewal Certificates of
Insurance, or Binders, not less than five (5) days prior to each expiration. The
failure of Grantor to maintain the insurance required under this Article III
shall not constitute a waiver of Grantor's obligation to fulfill these
requirements.

         (f) All binders, policies, endorsements, certificates, and cancellation
notices are to be sent to the Grantee's Address for Insurance Notification as
set forth in the Defined Terms until changed by notice from Grantee.

Section 3.02 ADJUSTMENT OF CLAIMS. Provided no Event of Default has occurred and
is continuing, Grantor may settle, adjust or compromise any claims for damage
to, or loss or destruction of any portion of the Property to the extent such
claim does not exceed $500,000.00 (the "Insurance Threshold"). To the extent any
such claim exceeds the Insurance Threshold, Grantee shall have the right to
participate in and reasonably approve any respective settlement, adjustment or
compromise. Grantor hereby authorizes and empowers Grantee, following and during
the continuance of an Event of Default, to settle, adjust or compromise any
claims for damage to, or loss or destruction of, all or a portion of the
Property, regardless of whether the amount is greater or less than the Insurance
Threshold or whether there are Insurance Proceeds available or whether any such
Insurance Proceeds are sufficient in amount to fully compensate for such damage,
loss or destruction.

Section 3.03 ASSIGNMENT TO GRANTEE. In the event of the foreclosure of this Deed
To Secure Debt or other transfer of the title to the Property in extinguishment
of the Secured Indebtedness, all right, title and interest of Grantor in and to
any insurance policy, or premiums or payments in satisfaction of claims or any
other rights under these insurance policies and any other insurance policies
covering the Property (to the extent pertaining to the Property) shall pass to
the transferee of the Property.


                    ARTICLE IV - BOOKS, RECORDS AND ACCOUNTS

Section 4.01 BOOKS AND RECORDS. Grantor shall keep adequate books and records of
account in accordance with generally accepted accounting principles ("GAAP"), or
in accordance with other methods acceptable to Grantee in its sole discretion,
consistently applied and furnish to Grantee:

         (a) quarterly certified rent rolls signed and dated by Grantor,
detailing the names of all tenants of the Improvements, the portion of
Improvements occupied by each tenant, the base rent and any other charges
payable under each Lease (as defined in Section 5.02 hereof) and the term of
each Lease, including the expiration date, and any other information as is
reasonably required by Grantee, within forty-five (45) days after the end of
each fiscal quarter;

         (b) a quarterly operating statement of the Property and year to date
operating statements detailing the total revenues received, total expenses
incurred, total cost of all capital improvements, total debt service and total
cash flow, to be prepared and certified by Grantor in the form required by
Grantee, and if available, any quarterly operating statement prepared by an
independent certified public accountant, within forty-five (45) days after the
close of each fiscal quarter of Grantor;



                                       10
<PAGE>

         (c) an annual balance sheet and profit and loss statement of Grantor in
the form required by Grantee, prepared and certified by Grantor, within ninety
(90) days after the close of each fiscal year of Grantor, and if required by
Grantee, audited financial statements for Grantor and any Liable Parties
prepared by an independent certified public accountant acceptable to Grantee
within ninety (90) days after the close of each fiscal year of Grantor and any
Liable Parties, as the case may be;

         (d) an annual operating budget presented on a monthly basis consistent
with the annual operating statement described above for the Property including
cash flow projections for the upcoming year and all proposed capital
replacements and improvements at least fifteen (15) days prior to the start of
each calendar year; and

         (e) an annual ARGUS(C) valuation file in electronic form which
includes, without limitation, a then current rent roll, all income of the
Property and all Property expenses, within ninety (90) days of the end of each
Fiscal Year,

         (f) Notwithstanding the foregoing, so long as Atlantic Center Plaza,
LLC is the Grantor, (i) Grantee will accept books and records kept in accordance
with U.S. income tax based accounting principles, (ii) any financial statements
for Grantor shall be compiled by, instead of audited by, an independent
certified public accountant, and (iii) the financial statements for the
individual Liable Parties will be signed and certified by the Liable Parties
personally, but need not be compiled or prepared or audited by a certified
public accountant or other third party.

Section 4.02 PROPERTY REPORTS. Upon request from Grantee or its representatives
and designees, Grantor shall furnish in a timely manner to Grantee:

         (a) a property management report for the Property, showing the number
of inquiries made and/or rental applications received from tenants or
prospective tenants and deposits received from tenants and any other information
requested by Grantee, in reasonable detail and certified by Grantor (or an
officer, general partner, member or principal of Grantor if Grantor is not an
individual) under penalty of perjury to be true and complete, but no more
frequently than quarterly; and

         (b) an accounting of all security deposits held in connection with any
Lease of any part of the Property, which deposits have been commingled with
Grantor's other funds.

Section 4.03  ADDITIONAL MATTERS.

         (a) Grantor shall furnish Grantee with such other additional financial
or management information (including State and Federal tax returns) as may, from
time to time, be reasonably required by Grantee or the rating agencies in form
and substance reasonably satisfactory to Grantee.

         (b) Grantor shall furnish Grantee and its agents convenient facilities
for the examination and audit of any such books and records.

         (c) Grantee and its representatives shall have the right during regular
business hours upon prior written notice to examine and audit the records,
books, management and other papers of Grantor and its affiliates or of any
guarantor or indemnitor which reflect upon their financial condition and/or the
income, expenses and operations of the Property, at the Property or at any
office regularly maintained by Grantor, its affiliates or any guarantor or
indemnitor where the books and records are located. Grantee shall have the right
upon notice to make copies and extracts from the foregoing records and other
papers which shall be at Grantee's expense prior to the occurrence of an Event
of Default and shall be at Grantor's expense following and during the
continuance of an Event of Default.


                                       11
<PAGE>

         ARTICLE V - LEASES AND OTHER AGREEMENTS AFFECTING THE PROPERTY

Section 5.01  GRANTOR'S REPRESENTATIONS AND WARRANTIES.

Grantor represents and warrants to Grantee as follows:

         (a) There are no leases or occupancy agreements affecting the Property
except the leases and amendments listed on Exhibit B to the Assignment of Leases
and Grantor has delivered to Grantee true, correct and complete copies of all
leases, including amendments (collectively, "Existing Leases") and all
guaranties and amendments of guaranties given in connection with the Existing
Leases (the "Guaranties").

         (b) There are no defaults by Grantor under the Existing Leases and
Guaranties and, to the best knowledge of Grantor, there are no defaults by any
tenants under the Existing Leases except as set forth on the certified rent roll
delivered by Grantor to Grantee or any guarantors under the Guaranties. The
Existing Leases and the Guaranties are in full force and effect.

         (c) To the best knowledge of Grantor, none of the tenants now occupying
10% or more of the Property or having a current lease affecting 10% or more of
the Property is the subject of any bankruptcy, reorganization or insolvency
proceeding or any other debtor-creditor proceeding.

         (d) No Existing Leases may be terminated or canceled unilaterally by a
tenant and no tenant may be released from its obligations, except as provided in
the Existing Leases and except in the event of (i) material damage to, or
destruction of, the Property or (ii) material condemnation.

Section 5.02 ASSIGNMENT OF LEASES. In order to further secure payment of the
Secured Indebtedness and the performance of Grantor's obligations under the Loan
Documents, Grantor absolutely, presently and unconditionally grants, assigns and
transfers to Grantee all of Grantor's right, title, interest and estate in, to
and under (i) all of the Existing Leases and Guaranties affecting the Property
and (ii) all of the future leases, lease amendments, guaranties and amendments
of guaranties and (iii) the Rents and Profits. Grantor acknowledges that it is
permitted to collect the Rents and Profits pursuant to a revocable license
unless and until an Event of Default occurs. The Existing Leases and Guaranties
and all future leases, lease amendments, guaranties and amendments of guaranties
are collectively referred to as the "Leases".

Section 5.03  PERFORMANCE OF OBLIGATIONS.

         (a) Grantor shall perform all material obligations under any and all
Leases in a commercially reasonable manner. If any of the acts described in this
Section are done without the written consent of Grantee, at the option of
Grantee, they shall be of no force or effect and shall constitute a default
under this Deed To Secure Debt.

         (b) Grantor agrees to furnish Grantee executed copies of all future
Leases. Grantor shall not, without the express written consent of Grantee, (i)
enter into or extend any Lease unless the Lease complies with the Leasing
Guidelines which are attached to this Deed To Secure Debt as EXHIBIT "B"
("Leasing Guidelines"), or (ii) cancel or terminate any Leases except in the
case of a default thereunder or unless Grantor has entered into new Leases
covering all of the premises of the Leases being terminated or surrendered, or
(iii) modify or amend any Leases in any material way or reduce the rent payable
thereunder, unless such Lease continues to conform to the Leasing Guidelines
following such modification or amendment, or (iv) unless the tenants remain
liable under the Leases, consent to an assignment of the tenant's interest or to
a subletting of the demised premises under any Lease, or (v) accept payment of
advance rents in an amount in excess of one month's rent or (vi) enter into any
options to purchase the Property.

Section 5.04 SUBORDINATE LEASES. Each Lease executed after the date hereof shall
be absolutely subordinate to the lien of this Deed To Secure Debt and shall also


                                       12
<PAGE>

contain a provision, satisfactory to Grantee, to the effect that Grantee may
elect to make the Lease superior to this Deed To Secure Debt and to require the
tenant to attorn to Grantee. If requested to do so, the tenant shall agree to
enter into a new Lease for the balance of the term upon the same terms and
conditions. If Grantee requests, Grantor shall, to the extent allowed under the
Lease, cause a tenant or tenants to enter into subordination and attornment
agreements or nondisturbance agreements with Grantee on forms which have been
approved by Grantee. Grantee acknowledges that certain of the Existing Leases
provide that the subordination of the Lease is subject to the execution and
delivery by Grantee and tenant of a Subordination, Non-Disturbance and
Attornment Agreement ("SNDA") with respect to those Leases. Grantee agrees to
provide a SNDA with those tenants if Grantee requires that such lease must be
subordinate to the Deed To Secure Debt. In addition, Grantee agrees to provide a
non-disturbance agreement to any tenant of over 10,000 square feet, provided
Grantee has approved such lease and such tenant to whom non-disturbance is
granted executes Grantee's standard form of non-disturbance agreement or such
form reasonably satisfactory to Grantee.

Section 5.05 LEASING COMMISSIONS. Grantor covenants and agrees that all
contracts and agreements relating to the Property requiring the payment of
leasing commissions, management fees or other similar compensation shall (i)
provide that the obligation will not be enforceable against Grantee and (ii) be
subordinate to the lien of this Deed To Secure Debt. Grantee will be provided
evidence of Grantor's compliance with this Section upon request.

                       ARTICLE VI - ENVIRONMENTAL HAZARDS

Section 6.01 REPRESENTATIONS AND WARRANTIES. Grantor hereby represents,
warrants, covenants and agrees to and with Grantee that (i) neither Grantor nor,
to Grantor's knowledge, any tenant, subtenant or occupant of the Property, has
at any time placed, suffered or permitted the presence of any Hazardous
Materials (as defined in Section 6.05) at, on, under, within or about the
Property except as expressly approved by Grantee in writing or except for such
types and small quantities of Hazardous Materials that are reasonable and
appropriate in the ordinary course of operating an office building and which are
in compliance with all requirements of Environmental Laws, and (ii) all
operations or activities upon the Property, and any use or occupancy of the
Property by Grantor are presently and shall in the future be in compliance with
all Requirements of Environmental Laws (as defined in Section 6.06), (iii)
Grantor will use commercially reasonable efforts to assure that any tenant,
subtenant or occupant of the Property shall in the future be in compliance with
all Requirements of Environmental Laws, (iv) all operations or activities upon
the Property are presently and shall in the future be in compliance with all
Requirements of Environmental Laws, (v) Grantor does not know of, and has not
received, any written or oral notice of other communication from any person or
entity (including, without limitation, a governmental entity) relating to
Hazardous Materials or Remedial Work pertaining thereto, of possible liability
of any person or entity pursuant to any Requirements of Environmental Laws,
other environmental conditions in connection with the Property, or any actual
administrative or judicial proceedings in connection with any of the foregoing,
(vi) Grantor shall not do and shall make commercially reasonable efforts to
prevent any tenant or other user of the Property from doing any act that
materially increases the dangers to human health or the environment, poses an
unreasonable risk of harm to any person or entity (whether on or off the
Property), impairs or may impair the value of the Property, is contrary to any
known requirement of any insurer, constitutes a public or private nuisance,
constitutes waste, or violates any covenant, condition, agreement or easement
applicable to the Property, and (vii) Grantor has truthfully and fully provided
to Grantee, in writing, any and all information relating to environmental
conditions in, on, under or from the Property that is known to Grantor and that
is contained in Grantor's files and records, including, without limitation, any
reports relating to Hazardous Materials in, on, under or from the Property
and/or to the environmental condition of the Property.

Section 6.02 REMEDIAL WORK. In the event any investigation or monitoring of site
conditions or any clean-up, containment, restoration, removal or other remedial
work (collectively, the "Remedial Work") is required under any Requirements of
Environmental Laws, Grantor shall perform or cause to be performed the Remedial
Work in compliance with the applicable law, regulation, order or agreement. All


                                       13
<PAGE>

Remedial Work shall be performed by one or more contractors, selected by Grantor
and approved in advance in writing by Grantee, such approval not to be
unreasonably withheld, and under the supervision of a consulting engineer,
selected by Grantor and approved in advance in writing by Grantee, such approval
not to be unreasonably withheld. All costs and expenses of Remedial Work shall
be paid by Grantor including, without limitation, the charges of the
contractor(s) and/or the consulting engineer, and Grantee's reasonable
attorneys' actually incurred, architects' and/or consultants' fees and costs
incurred in connection with monitoring or review of the Remedial Work. In the
event Grantor shall fail to timely commence, or cause to be commenced, or fail
to diligently prosecute to completion, the Remedial Work, Grantee, following
written notice to Grantor, may, but shall not be required to, cause such
Remedial Work to be performed, subject to the provisions of Sections 11.05 and
11.06 hereof.

Section 6.03 ENVIRONMENTAL SITE ASSESSMENT. In the event either (a) Grantee
reasonably suspects that a violation of any Requirements of Environmental Law
has occurred or that any Hazardous Material has been released upon the Property
or (b) an Event of Default has occurred and is continuing, Grantee shall have
the right, at any time and from time to time, to undertake, at the expense of
Grantor, an environmental site assessment on the Property, including any testing
that Grantee may determine, in its sole discretion, is necessary or desirable to
ascertain the environmental condition of the Property and the compliance of the
Property with Requirements of Environmental Laws. Grantor shall cooperate
reasonably with Grantee and its consultants performing such assessments and
tests.

Section 6.04 UNSECURED OBLIGATIONS. No amounts which may become owing by Grantor
to Grantee under this Article VI or under any other provision of this Deed To
Secure Debt as a result of a breach of or violation of this Article VI shall be
secured by this Deed To Secure Debt. The obligations shall continue in full
force and effect and any breach of this Article VI shall constitute an Event of
Default. The lien of this Deed To Secure Debt shall not secure (i) any
obligations evidenced by or arising under the Unsecured Indemnity Agreement
("Unsecured Obligations"), or (ii) any other obligations to the extent that they
are the same or have the same effect as any of the Unsecured Obligations. The
Unsecured Obligations shall continue in full force, and any breach or default of
any such obligations shall constitute a breach or default under this Deed To
Secure Debt but the proceeds of any foreclosure sale shall not be applied
against Unsecured Obligations. Nothing in this Section shall in any way limit or
otherwise affect the right of Grantee to obtain a judgment in accordance with
applicable law for any deficiency in recovery of all obligations that are
secured by this Deed To Secure Debt following foreclosure, notwithstanding that
the deficiency judgment may result from diminution in the value of the Property
by reason of any event or occurrence pertaining to Hazardous Materials or any
Requirements of Environmental Laws.

Section 6.05  HAZARDOUS MATERIALS.

"Hazardous Materials" shall include without limitation:

         (a) Those substances included within the definitions of "hazardous
substances," "hazardous materials," "toxic substances," or "solid waste" in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as
amended, 42 U.S.C. Sections 9601 ET SEQ., the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Sections 6901 ET SEQ., and the Hazardous Materials
Transportation Act, 49 U.S.C. Sections 1801 ET SEQ., and in the regulations
promulgated pursuant to said laws;

         (b) Those substances regulated under the Georgia Solid Waste Management
Act (O.C.G.A. Section 12-8-20 ET SEQ.), the Georgia Hazardous Waste Management
Act (O.C.G.A. Section 12-8-60 ET SEQ.), the Georgia Underground Storage Tank Act
(O.C.G.A. Section 12-13-1 ET SEQ.), the Georgia Hazardous Site Response Act
(O.C.G.A. Section 12-8-90 ET SEQ.) and in the regulations promulgated pursuant
to such laws, all as amended;

         (c) Those chemicals known to cause cancer or reproductive toxicity, as
published pursuant to the applicable State statutes, if any, including the
statutes and laws referred to in paragraph (b) above;

         (d) Those substances listed in the United States Department of
Transportation Table (49 CFR 172.101 and amendments thereto) or by the
Environmental Protection Agency (or any successor agency) as hazardous
substances (40 CFR Part 302 and amendments thereto);



                                       14
<PAGE>

         (e) Any material, waste or substance which is (A) petroleum, (B)
asbestos, (C) polychlorinated biphenyls, (D) designated as a "hazardous
substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section
1251 ET SEQ. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the
Clean Water Act (33 U.S.C. Section 1317); (E) a chemical substance or mixture
regulated under the Toxic Substances Control Act of 1976, 15 U.S.C. Sections
2601 ET SEQ.; (F) flammable explosives; or (G) radioactive materials; and

         (f) Such other substances, materials and wastes which are or become
regulated as hazardous or toxic under applicable local, state or federal law, or
the United States government, or which are classified as hazardous or toxic
under federal, state, or local laws or regulations.

The references in this definition to "solid waste" shall not be deemed to
prohibit the temporary placement in the ordinary course of business in full
compliance with all applicable Requirements of Environmental Laws of (i) routine
office trash collected in the ordinary course of business or (ii) routine
construction trash for tenant improvements construction produced in the ordinary
course of business, as long as such trash is being hauled away from the Property
in a consistent routine manner, all in the ordinary course of business.

Section 6.06 REQUIREMENTS OF ENVIRONMENTAL LAWS. "Requirements of Environmental
Laws" means all requirements of environmental, ecological, health, or industrial
hygiene laws or regulations or rules of common law related to the Property,
including, without limitation, all requirements imposed by any applicable
environmental permit, law, rule, order, or regulation of any federal, state, or
local executive, legislative, judicial, regulatory, or administrative agency,
which relate to (i) exposure to Hazardous Materials; (ii) pollution or
protection of the air, surface water, ground water, land; (iii) solid, gaseous,
or liquid waste generation, treatment, storage, disposal, or transportation; or
(iv) regulation of the manufacture, processing, distribution and commerce, use,
or storage of Hazardous Materials.


              ARTICLE VII - CASUALTY, CONDEMNATION AND RESTORATION

Section 7.01  GRANTOR'S REPRESENTATIONS.

Grantor represents and warrants as follows:

         (a) Except as expressly approved by Grantee in writing, no casualty or
damage to any part of the Property which would cost more than $50,000 to restore
or replace has occurred which has not been fully restored or replaced.

         (b) No part of the Property has been taken in condemnation or other
similar proceeding or transferred in lieu of condemnation, nor has Grantor
received notice of any proposed condemnation or other similar proceeding
affecting the Property.

         (c) There is no pending proceeding for the total or partial
condemnation of the Property.

Section 7.02  RESTORATION.

         (a) Grantor shall give prompt written notice of any casualty to the
Property exceeding $50,000.00 to Grantee whether or not required to be insured
against. The notice shall describe the nature and cause of the casualty and the
extent of the damage to the Property. Grantor covenants and agrees to commence
and diligently pursue to completion the Restoration.

         (b) Grantor assigns to Grantee all Insurance Proceeds which Grantor is
entitled to receive in connection with a casualty whether or not such insurance
is required under this Deed To Secure Debt. In the event of any damage to or
destruction of the Property, and provided (1) an Event of Default does not
currently exist, and (2) Grantee has reasonably determined that (i) there has


                                       15
<PAGE>

not been an Impairment of the Security (as defined in Section 7.02 (c)), and
(ii) the repair, restoration and rebuilding of any portion of the Property that
has been partially damaged or destroyed (the "Restoration") can be accomplished
in full compliance with all Requirements to the same condition, character and
general utility as nearly as possible to that existing prior to the casualty and
at least equal in value as that existing prior to the casualty, then Grantor
shall commence and diligently pursue to completion the Restoration. Grantee
shall hold and disburse the Insurance Proceeds less (x) the cost, if any, to
Grantee of recovering the Insurance Proceeds including, without limitation,
reasonable attorneys' fees and expenses, and adjusters' fees, and (y) any
Business Income Insurance Proceeds received by Grantee (the "Net Insurance
Proceeds") to the Restoration. Notwithstanding the foregoing, in the event that
(I) the Insurance Proceeds with respect to a given casualty do not exceed the
Insurance Threshold and (II) an Event of Default does not currently exist, such
proceeds shall be delivered to Grantor in full for application to the
Restoration and shall not be held for distribution by Grantee.

         (c) For the purpose of this Article, "Impairment of the Security" shall
mean any or all of the following: (i) Leases covering more than 80,000 square
feet of the Improvements existing immediately prior to the damage, destruction
condemnation or casualty shall have been cancelled, or shall contain any
exercisable right (unless such right has been waived by the tenant in writing)
to cancel as a result of the damage, destruction or casualty; (ii) the casualty
or damage occurs during the last year of the term of the Loan; or (iii)
Restoration of the Property is estimated to require more than one year to
complete from the date of the occurrence.

         (d) If the Net Insurance Proceeds are to be used for the Restoration in
accordance with this Article 7, Grantor shall comply with Grantee's Requirements
For Restoration as set forth in Section 7.04 below. Upon Grantor's satisfaction
and completion of the Requirements For Restoration and upon confirmation that
there is no Event of Default then existing, Grantee shall pay any remaining
Restoration Funds (as defined in Section 7.04 below) then held by Grantee to
Grantor.

         (e) In the event that the conditions for Restoration set forth in this
Section have not been met, Grantee may, at its option, apply the Net Insurance
Proceeds to the reduction of the Secured Indebtedness in such order as Grantee
may determine and Grantee may declare the entire Secured Indebtedness
immediately due and payable. After payment in full of the Secured Indebtedness,
any remaining Restoration Funds shall be paid to Grantor.

Section 7.03  CONDEMNATION.

         (a) If the Property or any part of the Property is taken by reason of
any condemnation or similar eminent domain proceeding, or by a grant or
conveyance in lieu of condemnation or eminent domain ("Condemnation"), Grantee
shall be entitled to all compensation, awards, damages, proceeds and payments or
relief for the Condemnation ("Condemnation Proceeds") up to the amount of the
Secured Indebtedness. At its option, Grantee shall be entitled to commence,
appear in and prosecute in its own name any action or proceeding or to make any
compromise or settlement in connection with such Condemnation, provided,
however, that as long as no Event of Default exists, Grantee will not commence,
appear in, prosecute, compromise or settle any such condemnation claim of less
than $500,000.00 as long as Grantor is diligently pursuing such commencement,
appearance, prosecution, compromise and settlement and obtains Grantee's written
approval of any final settlement. Grantor hereby irrevocably constitutes and
appoints Grantee as its attorney-in-fact, which appointment is coupled with an
interest, to commence, appear in and prosecute any action or proceeding or to
make any compromise or settlement in connection with any such Condemnation.

         (b) Grantor assigns to Grantee all Condemnation Proceeds which Grantor
is entitled to receive. In the event of any Condemnation, and provided (1) an
Event of Default does not currently exist, and (2) Grantee has determined that
(i) there has not been an Impairment of the Security, and (ii) the Restoration
of any portion of the Property that has not been taken can be accomplished in
full compliance with all Requirements to the same condition, character and
general utility as nearly as possible to that existing prior to the taking and
at least equal in value to that existing prior to the taking, then Grantor shall
commence and diligently pursue to completion the Restoration. Grantee shall hold
and disburse the Condemnation Proceeds less the cost, if any, to Grantee of


                                       16
<PAGE>

recovering the Condemnation Proceeds including, without limitation, reasonable
attorneys' fees and expenses, and adjusters' fees (the "Net Condemnation
Proceeds") to the Restoration.

         (c) In the event the Net Condemnation Proceeds are to be used for the
Restoration, Grantor shall comply with Grantee's Requirements For Restoration as
set forth in Section 7.04 below. Upon Grantor's satisfaction and completion of
the Requirements For Restoration and upon confirmation that there is no Event of
Default then existing under the Loan Documents, Grantee shall pay any remaining
Restoration Funds (as defined in Section 7.04 below) then held by Grantee to
Grantor.

         (d) In the event that the conditions for Restoration set forth in this
Section have not been met, Grantee may, at its option, apply the Net
Condemnation Proceeds to the reduction of the Secured Indebtedness in such order
as Grantee may determine and Grantee may declare the entire Secured Indebtedness
immediately due and payable. After payment in full of the Secured Indebtedness,
any remaining Restoration Funds shall be paid to Grantor.

Section 7.04 REQUIREMENTS FOR RESTORATION. Unless otherwise expressly agreed in
a writing signed by Grantee, the following are the Requirements For Restoration:

         (a) If the Net Insurance Proceeds or Net Condemnation Proceeds are to
be used for the Restoration, prior to the commencement of any Restoration work
(the "Work"), Grantor shall provide Grantee for its review and written approval
(i) complete plans and specifications for the Work which (A) have been approved
by all required governmental authorities, (B) have been approved by an architect
reasonably satisfactory to Grantee (the "Architect") and (C) are accompanied by
Architect's signed statement of the total estimated cost of the Work (the
"Approved Plans and Specifications"); (ii) the amount of money which Grantee
reasonably determines will be sufficient when added to the Net Insurance
Proceeds or Condemnation Proceeds to pay the entire cost of the Restoration
(collectively referred to as the "Restoration Funds"); (iii) evidence that the
Approved Plans and Specifications and the Work are in compliance with all
Requirements; (iv) an executed contract for construction with a contractor
reasonably satisfactory to Grantee (the "Contractor") in a form approved by
Grantee in writing; and (v) a surety bond and/or guarantee of payment with
respect to the completion of the Work. The bond or guarantee shall be reasonably
satisfactory to Grantee in form and amount and shall be signed by a surety or
other entities who are acceptable to Grantee.

         (b) Grantor shall not commence the Work, other than temporary work to
protect the Property or prevent interference with business, until Grantor shall
have complied with the requirements of subsection (a) of this Section 7.04. So
long as there does not currently exist an Event of Default and the following
conditions have been complied with or, in Grantee's discretion, waived, Grantee
shall disburse the Restoration Funds in increments to Grantor, from time to time
as the Work progresses:

                  (i) Architect shall be in charge of the Work.

                  (ii) Grantee shall disburse the Restoration Funds directly or
through escrow with a title company selected by Grantor and approved by Grantee,
upon not less than ten (10) days' prior written notice from Grantor to Grantee
and Grantor's delivery to Grantee of (A) Grantor's written request for payment
(a "Request for Payment") accompanied by a certificate by Architect in a form
reasonably satisfactory to Grantee which states that (a) all of the Work
completed to that date has been completed in compliance with the Approved Plans
and Specifications and in accordance with all Requirements, (b) the amount
requested has been paid or is then due and payable and is properly a part of the
cost of the Work, and (c) when added to all sums previously paid by Grantee, the
requested amount does not exceed the value of the Work completed to the date of
such certificate; and (B) evidence reasonably satisfactory to Grantee that the
balance of the Restoration Funds remaining after making the payments shall be
sufficient to pay the balance of the cost of the Work. Each Request for Payment
shall be accompanied by (x) waivers of liens covering that part of the Work
previously paid for, if any (y) a title search or by other evidence satisfactory


                                       17
<PAGE>

to Grantee that no mechanic's or materialmen's liens or other similar liens for
labor or materials supplied in connection with the Work have been filed against
the Property and not discharged of record, and (z) an endorsement to Grantee's
title policy insuring that no encumbrance exists on or affects the Property
other than the Permitted Exceptions.

                  (iii) The final Request for Payment shall be accompanied by
(i) a final certificate of occupancy or other evidence of approval of
appropriate governmental authorities for the use and occupancy of the
Improvements, (ii) evidence that the Restoration has been completed in
accordance with the Approved Plans and Specifications and all Requirements,
(iii) evidence that the costs of the Restoration have been paid in full, and
(iv) evidence that no mechanic's or similar liens for labor or material supplied
in connection with the Restoration are outstanding against the Property,
including final waivers of liens covering all of the Work and an endorsement to
Grantee's title policy insuring that no encumbrance exists on or affects the
Property other than the Permitted Exceptions.

         (c) If (i) within one hundred twenty (120) days after the occurrence of
any damage, destruction or condemnation requiring Restoration, Grantor fails to
submit to Grantee and receive Grantee's approval of plans and specifications or
fails to deposit with Grantee the additional amount necessary to accomplish the
Restoration as provided in subparagraph (a) above, or (ii) after such plans and
specifications are approved by all such governmental authorities and Grantee,
Grantor fails to commence promptly or diligently continue to completion the
Restoration, or (iii) Grantor becomes delinquent in payment to mechanics,
materialmen or others for the costs incurred in connection with the Restoration,
or (iv) there exists an Event of Default, then, in addition to all of the rights
herein set forth and after ten (10) days' written notice of the non-fulfillment
of one or more of these conditions, Grantee may apply the Restoration Funds to
reduce the Secured Indebtedness in such order as Grantee may determine, and at
Grantee's option and in its sole discretion, Grantee may declare the Secured
Indebtedness immediately due and payable together with the Prepayment Fee.


                    ARTICLE VIII - REPRESENTATIONS OF GRANTOR

Section 8.01 ERISA. Grantor hereby represents, warrants and agrees that: (i) it
is acting on its own behalf and that it is not an employee benefit plan as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), which is subject to Title 1 of ERISA, nor a plan as
defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
(each of the foregoing hereinafter referred to collectively as a "Plan"); (ii)
Grantor's assets do not constitute "plan assets" of one or more such Plans
within the meaning of Department of Labor Regulation Section 2510.3-101; (iii)
it will not be reconstituted as a Plan or as an entity whose assets constitute
"plan assets", (iv) Grantor will not engage in any transaction which would cause
any obligation hereunder to be a non-exempt prohibited transaction under ERISA;
and (v) Grantor will deliver to Grantee such certifications or other evidence of
its compliance with this Section from time to time throughout the term of the
Loan as Grantee may request.

Section 8.02 NON-RELATIONSHIP. Grantor represents and warrants to the best of
its knowledge after due and diligent inquiry that neither Grantor nor any
general partner, director, member or officer of Grantor nor any person who is a
Grantor's Constituent (as defined in Section 8.03 hereof) is (i) a director or
officer of Grantee, (ii) a parent, son or daughter of a director or officer of
Grantee, or a descendent of any of them, (iii) a stepparent, adopted child,
stepson or stepdaughter of a director or officer of Grantee, or (iv) a spouse of
a director or officer of Grantee.

Section 8.03 NO ADVERSE CHANGE.

Grantor represents and warrants that:

         (a) there has been no material adverse change from the conditions shown
in the application submitted for the Loan by Grantor ("Application") or in the
materials submitted in connection with the Application in the credit rating or


                                       18
<PAGE>

financial condition of Grantor, the general partners, shareholders or members of
Grantor or any entity which is a general partner, shareholder or member of
Grantor, respectively as the case may be (collectively, "Grantor's
Constituents").

         (b) Grantor has delivered to Grantee true and correct copies of all
Grantor's organizational documents and except as expressly approved by Grantee
in writing, there have been no changes in Grantor's Constituents since the date
that the Application was executed by Grantor.

         (c) Neither Grantor, nor any of the Grantor's Constituents, is involved
in any bankruptcy, reorganization, insolvency, dissolution or liquidation
proceeding, and to the best knowledge of Grantor, no such proceeding is
contemplated or threatened.

         (d) Grantor has received reasonably equivalent value for the granting
of this Deed To Secure Debt.

Section 8.04 FOREIGN INVESTOR. Grantor represents and warrants to the best of
its knowledge after due and diligent inquiry that neither Grantor nor any
partner, member or stockholder of Grantor is, and no legal or beneficial
interest in a partner, member or stockholder of Grantor is or will be held,
directly or indirectly by, a "foreign person" within the meaning of Sections
1445 and 7701 of the Internal Revenue Code of l986, as amended or the
regulations promulgated pursuant to such Code except for those entities
disclosed in writing to Grantee on or before the date hereof.


                     ARTICLE IX - EXCULPATION AND LIABILITY

Section 9.01 LIABILITY OF GRANTOR.

         (a) Upon the occurrence of an Event of Default, except as provided in
this Section 9.01, Grantee will look solely to the Property and the security
under the Loan Documents for the repayment of the Loan and will not enforce a
deficiency judgment against Grantor. However, nothing contained in this Section
9.01 shall limit the rights of Grantee to proceed against Grantor and/or the
Liable Parties, (i) to enforce any leases entered into by Grantor or its
affiliates as tenant, guarantees, or other agreements entered into by Grantor in
a capacity other than as borrower (such as, for example, but without limitation,
master leases, guaranty agreements, or other similar agreements) or any policies
of insurance under which Grantee is the insurer; (ii) to recover damages for
fraud, material misrepresentation, material breach of warranty or waste by any
of the Liable Parties or Grantor; (iii) to recover any Condemnation Proceeds or
Insurance Proceeds or other similar funds which have been misapplied by Grantor
or which, under the terms of the Loan Documents, should have been paid to
Grantee pursuant to the Loan Documents; (iv) to recover any tenant security
deposits, tenant letters of credit or other deposits or fees paid to Grantor
that are part of the collateral for the Loan or prepaid rents for a period of
more than 30 days which have not been delivered to Grantee or otherwise
disbursed pursuant to the subject Lease; (v) to recover Rents and Profits
received by Grantor after the first day of the month in which an Event of
Default occurs and prior to the date that Grantee acquires title to the Property
which have not been applied to the Loan or in accordance with the Loan Documents
to operating and maintenance expenses of the Property; (vi) to recover damages,
costs and expenses arising from, or in connection with the provisions of this
Deed To Secure Debt pertaining to Hazardous Materials or the Unsecured Indemnity
Agreement; (vii) to recover all expenses incurred by Grantee as a result of
Grantor's contest of the enforcement of the Loan Documents beyond Grantor's
contention that no Event of Default has occurred; (viii) to recover damages
arising from Grantor's failure to comply with Section 8.01 of this Deed To
Secure Debt pertaining to ERISA; (ix) to recover damages, costs and expenses
arising from, or in connection with Grantor's failure to pay any Impositions or
Premiums to the extent not deposited with Grantee; (x) for all obligations of
Grantor under Section 21 of the Note captioned "Interest Rate Protection";
and/or (xi) for any disbursements made by Grantee to Grantor for Tenant
Improvements, Leasing Commissions or other Lease Related Costs pursuant to the
Leasing Reserve Holdback Agreement prior to the applicable Tenant taking actual
occupancy and paying rent under such Tenant's Lease; provided that neither
Grantor nor the Liable Parties shall have any liability for such amounts under
this clause (xi) after any such Tenant shall have taken occupancy and commenced
paying rent.

                                       19
<PAGE>

         (b) The limitation of liability set forth in this Section 9.01 shall
not apply and the Loan shall be fully recourse in the event that prior to the
repayment of the Secured Indebtedness (i) there is a Transfer or Secondary
Financing except as permitted in the Loan Documents or as otherwise Approved by
Grantee or (ii) Grantor commences a voluntary bankruptcy or insolvency
proceeding or (iii) Grantor or any member or affiliate of Grantor acquiesces in,
consents to, or joins in an involuntary bankruptcy or insolvency proceeding
commenced against Grantor. In addition, this agreement shall not waive any
rights which Grantee would have under any provisions of the U.S. Bankruptcy Code
to file a claim for the full amount of the Secured Indebtedness or to require
that the Property shall continue to secure all of the Secured Indebtedness.


             ARTICLE X - CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY

Section 10.01 CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION.

         (a) Except as provided in this Section 10.01, Grantor shall not cause
or permit: (i) the Property or any interest in the Property, to be conveyed,
transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any
transfer, assignment or conveyance of any interest in Grantor or any change in
the individuals comprising, or in the partners, or stockholders, or members or
beneficiaries of, Grantor from those represented to Grantee on the date hereof,
or (iii) any merger, reorganization, dissolution or other change in the
ownership structure of Grantor or any of the general partners or members of
Grantor, including, without limitation, any conversion of Grantor or any general
partner or member of Grantor from a general partnership to a limited
partnership, a limited liability partnership or a limited liability company
(collectively, "TRANSFERS").

         (b) The prohibitions on transfer shall not be applicable to Transfers
as a result of the death, or in connection with estate planning, of a natural
person to a spouse, son or daughter or descendant of either or to a stepson or
stepdaughter or descendant of either.

         (c) Notwithstanding the above in Section 10.01(a), membership interests
in Grantor or in any member of Grantor may be transferred, provided (A) Larry
Kelly and A. J. Land, subject to estate planning transfers, continue to own
their current ownership percentages in P&L ACP Investors, LLC, (B) P&L ACP
Investors, LLC continues to own at least a 6.76% membership interest in Grantor,
(C) any of Larry Kelly, A. J. Land, or Harry Morgan continues to act as Manager
of P&L ACP, LLC, and (D) P&L ACP, LLC continues as the Manager of Grantor.

         (d) Notwithstanding the prohibitions on Transfers set forth in Section
10.01(a) above, the Grantor shall have a one time right to transfer the
Property, subject to the following conditions: (i) no Event of Default under the
Loan Documents, the Indemnity Agreement or the Guaranty exists at the time of
the transfer, (ii) Grantee's Approval of the transferee, (iii) the transferee
shall be able to make the ERISA representations set forth in Section 8.01 above
and the representations in Section 8.02 (Non-Relationship) and 8.04 (Foreign
Investor) hereof, (iv) the cash flow, in the opinion of Grantee, derived from
the Property shall be no less than 2.0 times the annual payments required under
the Loan, (v) the loan to value ratio of the Property at the time of the
transfer after repayment of Note B shall not be greater than 70%; (vi) Grantor
or the transferee shall pay a fee equal to one-half percent (0.5%) of the
outstanding principal balance of the Notes at the time of the assumption
together with a nonrefundable processing fee in the amount of $10,000; (vii) the
transferee shall expressly assume the Loan Documents and the Indemnity Agreement
in a manner satisfactory to Grantee and additional Liable Parties acceptable to
Grantee shall execute the Guaranty with respect to events arising or occurring
from and after the date of the transfer, including the obligations under the
Indemnity Agreement, which additional Liable Parties must have (in the aggregate
if more than one) a net worth of not less than $30,000,000; (viii) the
transferee must have a net worth not less than $34,000,000; (ix) the transferee
must be experienced in the ownership, management and leasing of properties
similar to the Property, (x) Grantor or transferee shall pay all costs and
expenses incurred by Grantee in connection with the transfer, including title
insurance premiums, documentation costs and reasonable attorneys' fees, (xi) if


                                       20
<PAGE>

the Loan has been securitized, Grantee shall have received confirmation that the
assumption of the Loan by the transferee will not result in an adverse change in
the rating of the Securities by the Rating Agency, and (xii) Note B shall be
paid in full with the applicable Prepayment Fee at the time of transfer. No
transfer shall release Grantor or Liable Parties from their obligations under
the Loan Documents, the Indemnity Agreement or the Guaranty with respect to
events arising or occurring prior to the date of transfer, but will release
Grantor and Liable Parties from obligations under the Loan Documents, the
Indemnity Agreement and the Guaranty with respect to events arising or occurring
after the date of transfer, provided the transferee and additional Liable
Parties have assumed such obligations.

         (e) In addition to the One-Time Transfer permitted pursuant to Section
10.01(d) above, the Grantor shall have a right to transfer the Property prior to
January 31, 2004, without payment of any transfer or assumption fee, subject to
the following conditions: (i) there shall be no Event of Default under the Loan
Documents, the Indemnity Agreement or the Guaranty at the time of the transfer,
(ii) the transferee shall be a wholly-owned entity of Koger Equity, Inc.
("Koger"), (iii) the transferee shall be able to make the ERISA representations
set forth in Section 8.01 above and the representations in Section 8.02
(Non-Relationship) and 8.04 (Foreign Investor) hereof, (iv) there shall be no
material adverse change in the cash flow or the loan to value ratio of the
Property in the opinion of Grantee, from the time of the Loan Closing, (v) the
transferee shall expressly assume the Loan Documents and the Indemnity Agreement
in a manner satisfactory to Grantee and Koger Equity, Inc., shall execute the
Guaranty with respect to events arising or occurring from and after the date of
the transfer, including the obligations under the Indemnity Agreement, (vi)
Grantor or transferee shall pay all costs and expenses incurred by Grantee in
connection with the transfer, including title insurance premiums, documentation
costs and reasonable attorneys' fees, and (vii) no subsequent disbursement of
the Leasing Reserve Holdback under the Leasing Reserve Holdback Agreement shall
be made after transfer. Upon transfer of the Property to Koger, the Loan shall
be modified to provide that the requirements as to terrorism insurance shall be
as set forth in the loan documents for Grantee Loan No. 701487 secured by the
Three Ravinia Office Building. On a one-time basis at the time of transfer to
Koger, the transferee shall have the option to prepay (A) a portion of Note A
sufficient to reduce the outstanding principal balance thereunder to
$70,000,000, with a Prepayment Fee of not more than one percent (1%) of the
principal balance being repaid and/or (B) all amounts outstanding under Note B,
with a Prepayment Fee of not more than $150,000. In the event of such prepayment
under Note A, the monthly installment of principal and interest under Note A
will be recast at the reduced principal loan balance in accordance with the
remaining portion of the original 30 year amortization schedule based on a "5"
constant which equates to 2.91%. No transfer shall release Grantor or Liable
Parties from their obligations under the Loan Documents, the Indemnity Agreement
or the Guaranty with respect to events arising or occurring prior to the date of
transfer, but will release Grantor and Liable Parties from obligations under the
Loan Documents, the Indemnity Agreement and the Guaranty with respect to events
arising or occurring after the date of transfer. Upon any transfer of the
Property to a wholly-owned subsidiary of Koger (the "Koger Owner") the following
Transfers shall thereafter be allowed without any consent from Lender or payment
of any assumption or transfer fee: Issuance or Transfers of the stock in Koger.

Section 10.02 PROHIBITION ON SUBORDINATE FINANCING. Grantor shall not incur or
permit the incurring of (i) any financing in addition to the Loan that is
secured by a lien, security interest or other encumbrance of any part of the
Property or (ii) any pledge or encumbrance of a partnership, member or
shareholder or beneficial interest in Grantor ("Secondary Financing").

Section 10.03 RESTRICTIONS ON ADDITIONAL OBLIGATIONS. During the term of the
Loan, Grantor shall not, without the prior written consent of Grantee, become
liable with respect to any indebtedness or other obligation except for (i) the
Loan, (ii) Leases entered into in the ordinary course of owning and operating
the Property for the Use, (iii) other liabilities incurred in the ordinary
course of owning and operating the Property for the Use but excluding any loans
or borrowings, (iv) liabilities or indebtedness disclosed in writing to and
approved by Grantee on or before the Execution Date, and (v) any other single
item of indebtedness or liability which does not exceed $100,000 or, when
aggregated with other items or indebtedness or liability, does not exceed
$500,000.

Section 10.04 STATEMENTS REGARDING OWNERSHIP. Grantor agrees to submit or cause
to be submitted to Grantee within thirty (30) days after December 3lst of each


                                       21
<PAGE>

calendar year during the term of this Deed To Secure Debt and ten (10) days
after any written request by Grantee, a sworn, notarized certificate, signed by
an authorized (i) individual who is Grantor or one of the individuals comprising
Grantor, (ii) member of Grantor, (iii) partner of Grantor or (iv) officer of
Grantor, as the case may be, stating whether (x) any part of the Property, or
any interest in the Property, has been conveyed, transferred, assigned,
encumbered, or sold, and if so, to whom; (y) any conveyance, transfer, pledge or
encumbrance of any interest in Grantor has been made by Grantor and if so, to
whom; or (z) there has been any change in the individual(s) comprising Grantor
or in the partners, members, stockholders or beneficiaries of Grantor from those
on the Execution Date, and if so, a description of such change or changes.


                       ARTICLE XI - DEFAULTS AND REMEDIES

Section 11.01 EVENTS OF DEFAULT. Any of the following shall be deemed to be a
material breach of Grantor's covenants in this Deed To Secure Debt and shall
constitute a default ("Event of Default"):

         (a) The failure of Grantor to pay any installment of principal,
interest or principal and interest, any required escrow deposit or any other sum
required to be paid under any Loan Document, whether to Grantee or otherwise,
within seven (7) days of the due date of such payment;

         (b) The failure of Grantor to perform or observe any other term,
provision, covenant, condition or agreement under any Loan Document for a period
of more than thirty (30) days after receipt of written notice of such failure.
In addition, this 30 day grace period shall be extended to a total period of not
more than ninety (90) days if the default is of a nature that it cannot be
completely cured within such 30 day cure period solely as a result of
non-financial circumstances outside of Grantor's control, provided that Grantor
has promptly commenced all appropriate actions to cure the default within such
30 day cure period and those actions are thereafter diligently and continuously
pursued by Grantor in good faith;

         (c) The filing by Grantor or one of the Liable Parties (an "Insolvent
Entity") of a voluntary petition or application for relief in bankruptcy, the
filing against an Insolvent Entity of an involuntary petition or application for
relief in bankruptcy which is not dismissed within ninety (90) days, or an
Insolvent Entity's adjudication as a bankrupt or insolvent, or the filing by an
Insolvent Entity of any petition, application for relief or answer seeking or
acquiescing in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief for itself under any present or
future federal, state or other statute, law, code or regulation relating to
bankruptcy, insolvency or other relief for debtors, or an Insolvent Entity's
seeking or consenting to or acquiescing in the appointment of any trustee,
custodian, conservator, receiver or liquidator of an Insolvent Entity or of all
or any substantial part of the Property or of any or all of the Rents and
Profits, or the making by an Insolvent Entity of any general assignment for the
benefit of creditors, or the admission in writing by an Insolvent Entity of its
inability to pay its debts generally as they become due;

         (d) If any warranty, representation, certification, financial statement
or other information made or furnished at any time pursuant to the terms of the
Loan Documents by Grantor, or by any person or entity otherwise liable under any
Loan Document shall be materially false or misleading;

         (e) If Grantor shall suffer or permit the Property, or any part of the
Property, to be used in a manner that might (1) impair Grantor's title to the
Property, (2) create rights of adverse use or possession, or (3) constitute an
implied dedication of any part of the Property; or

         (f) If Liable Parties shall default under the Guaranty executed by
Liable Parties in favor of Grantee dated as of the Execution Date.

Section 11.02 REMEDIES UPON DEFAULT. Upon the happening of an Event of Default,
the Secured Indebtedness shall, at the option of Grantee, become immediately due
and payable, without further notice or demand, and Grantee may undertake any one
or more of the following remedies:

                                       22
<PAGE>

         (a) FORECLOSURE. Institute a foreclosure action in accordance with the
law of the State, or take any other action as may be allowed, at law or in
equity, for the enforcement of the Loan Documents and realization on the
Property or any other security afforded by the Loan Documents. In the case of a
judicial proceeding, Grantee may proceed to final judgment and execution for the
amount of the Secured Indebtedness owed as of the date of the judgment, together
with all costs of suit, reasonable attorneys' fees actually incurred and
interest on the judgment at the lesser of (i) the Default Rate (as defined in
the Notes) or (ii) the maximum rate permitted by law from the date of the
judgment until paid. If Grantee is the purchaser at the foreclosure sale of the
Property, the foreclosure sale price, less expenses, shall be applied against
the total amount due Grantee; and/or

         (b) POWER OF SALE. Whenever an Event of Default under this Deed To
Secure Debt shall have occurred, Grantee, at its option, may sell the Property
or any part of the Property at one or more public sale or sales at the usual
place for conducting sales of the county in which the Land or any part of the
Land is situated, to the highest bidder for cash, in order to pay the Secured
Indebtedness secured hereby, and all expenses of sale and of all proceedings in
connection therewith, including reasonable attorney's fees actually incurred,
after advertising the time, place and terms of sale once a week for four (4)
weeks immediately preceding such sale (but without regard to the number of days)
in a newspaper in which sheriff's sales are advertised in said county, all other
notice being hereby waived by Grantor. At any such public sale, Grantee may
execute and deliver to the purchaser a conveyance of the Property or any part of
the Property in fee simple, with full warranties of title, and to this end
Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact
of Grantor to make such sale and conveyance, and thereby to divest Grantor of
all right, title and equity that Grantor may have in and to the Property and to
vest the same in the purchaser or purchasers at such sale or sales, and all the
acts and doings of said agent and attorney-in-fact are hereby ratified and
confirmed, and any recitals in said conveyance or conveyances as to facts
essential to a valid sale shall be binding upon Grantor. The aforesaid power of
sale and agency hereby granted are coupled with an interest and are irrevocable
by death or otherwise, and shall not be exhausted by one exercise thereof but
may be exercised until full payment of all of the debt secured hereby. In the
event of any sale under this Deed To Secure Debt by virtue of the exercise of
the powers herein granted, or pursuant to any order in any judicial proceeding
or otherwise, the Property may be sold as an entirety or in separate parcels and
in such manner or order as Grantee in its discretion may elect, and if Grantee
so elects, Grantee may sell the personal property covered by this Deed To Secure
Debt at one or more separate sales in any manner permitted by the Uniform
Commercial Code, and one or more exercises of the powers herein granted shall
not extinguish nor exhaust such powers, until the entire Property are sold or
the debt secured hereby is paid in full. Grantee may, at its option, sell the
Property subject to the rights of any tenants of the Property, and the failure
to make any such tenants parties to any foreclosure proceedings and to foreclose
their rights will not be asserted by Grantor to be a defense to any proceedings
instituted by Grantee to collect the debt secured hereby. If the debt secured
hereby is now or hereafter further secured by any chattel mortgages, pledges,
contracts of guaranty, assignments of lease or other security deeds, Grantee may
at its option exhaust the remedies granted under any of said security either
concurrently or independently, and in such order as Grantee may determine in its
discretion. Upon any foreclosure sale, Grantee may bid for and purchase the
Property and shall be entitled to apply all or any part of the debt secured
hereby as a credit to the purchase price. In the event of any such foreclosure
sale by Grantee, Grantor 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. In case Grantee shall have proceeded to enforce any right, power
or remedy under this Deed To Secure Debt by foreclosure, entry or otherwise or
in the event Grantee commences advertising of the intended exercise of the sale
under power provided hereunder, and such proceeding or advertisement shall have
been withdrawn, discontinued or abandoned for any reason, then in every such
case (i) Grantor and Grantee shall be restored to their former positions and
rights, (ii) all rights, powers and remedies of Grantee shall continue as if no
such proceeding had been taken, (iii) each and every Event of Default declared
or occurring prior or subsequent to such withdrawal, discontinuance or
abandonment shall be deemed to be a continuing Event of Default, and (iv)
neither this Deed To Secure Debt, nor the Notes, nor the other debt secured
hereby, nor any Loan Document shall be or shall be deemed to have been
reinstated or otherwise affected by such withdrawal, discontinuance or
abandonment; and Grantor hereby expressly waives the benefit of any statute or
rule of law now provided, or which may hereafter be provided, which would
produce a result contrary to or in conflict with this sentence. In the event of
a sale of the Property or any part thereof, the proceeds of sale shall be
applied as set forth in Section 11.03 of this Deed To Secure Debt; and/or

                                       23
<PAGE>

         (c) ENTRY. Enter into possession of the Property, lease the
Improvements, collect all Rents and Profits and, after deducting all costs of
collection and administration expenses, apply the remaining Rents and Profits in
such order and amounts as Grantee, in Grantee's sole discretion, may elect to
the payment of Impositions, operating costs, costs of maintenance, restoration
and repairs, Premiums and other charges, including, but not limited to, costs of
leasing the Property and fees and costs of counsel and receivers, and in
reduction of the Secured Indebtedness; and/or

         (d) RECEIVERSHIP. Have a receiver appointed to enter into possession of
the Property, lease the Property, collect the Rents and Profits and apply them
as the appropriate court may direct. Grantee shall be entitled to the
appointment of a receiver, as a matter of strict right, without the necessity of
proving either the inadequacy of the security or the insolvency of Grantor or
any of the Liable Parties. Grantor and Liable Parties shall be deemed to have
consented to the appointment of the receiver. The collection or receipt of any
of the Rents and Profits by Grantee or any receiver shall not affect or cure any
Event of Default.

Section 11.03 APPLICATION OF PROCEEDS OF SALE. In the event of a sale of the
Property pursuant to Section 11.02 of this Deed To Secure Debt, to the extent
permitted by law, the Grantee shall determine in its sole discretion the order
in which the proceeds from the sale shall be applied to the payment of the
Secured Indebtedness, including without limitation, the expenses of the sale and
of all proceedings in connection with the sale, including reasonable attorneys'
fees and expenses; Impositions, Premiums, liens, and other charges and expenses;
the outstanding principal balance of the Secured Indebtedness; any accrued
interest; any Prepayment Fee; any other unpaid portion of the Secured
Indebtedness; and any other amounts owed under any of the Loan Documents.

Section 11.04 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW,
GRANTOR AND GRANTEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING AND/OR HEARING ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN
ANY WAY CONNECTED WITH, THE NOTES, THIS DEED TO SECURE DEBT OR ANY OF THE LOAN
DOCUMENTS, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR
REGULATION. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A
JURY HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS
NOT BEEN WAIVED. EACH PARTY HAS RECEIVED THE ADVICE OF COUNSEL WITH RESPECT TO
THIS WAIVER.

Section 11.05 GRANTEE'S RIGHT TO PERFORM GRANTOR'S OBLIGATIONS. Grantor agrees
that, if Grantor fails to perform any act or to pay any money which Grantor is
required to perform or pay under the Loan Documents, Grantee following notice to
Grantor and the expiration of any cure periods provided under Section 11.01(b),
may make the payment or perform the act at the cost and expense of Grantor and
in Grantor's name or in its own name. Any money paid by Grantee under this
Section 11.05 shall be reimbursed to Grantee in accordance with Section 11.06.

Section 11.06 GRANTEE REIMBURSEMENT. All payments made, or funds expended or
advanced by Grantee pursuant to the provisions of any Loan Document, shall (1)
become a part of the Secured Indebtedness, (2) bear interest at the Interest
Rate (as defined in the Notes) from the date such payments are made or funds
expended or advanced, (3) become due and payable by Grantor upon demand by
Grantee, and (4) bear interest at the Default Rate (as defined in the Notes)
from the date of such demand. Grantor shall reimburse Grantee within ten (10)
days after receipt of written demand for such amounts.

Section 11.07 FEES AND EXPENSES. If Grantee becomes a party (by intervention or
otherwise) to any action or proceeding affecting, directly or indirectly,
Grantor, the Property or the title thereto or Grantee's interest under this Deed
To Secure Debt, or employs an attorney to collect any of the Secured
Indebtedness or to enforce performance of the obligations, covenants and
agreements of the Loan Documents, Grantor shall reimburse Grantee in accordance
with Section 11.06 for all expenses, costs, charges and legal fees incurred by
Grantee (including, without limitation, the fees and expenses of experts and
consultants), whether or not suit is commenced. Notwithstanding anything to the
contrary contained herein or in any other Loan Document, Guaranty or indemnity


                                       24
<PAGE>

agreement executed with respect to or in connection with the Loan, it is
understood and agreed that the provisions of O.C.G.A. ss. 13-1-11 shall not
apply to attorneys' fees collected on this Loan or any recovery of attorneys'
fees with respect hereto or thereto, and following any Event of Default,
Grantee's recovery of attorneys' fees hereunder or thereunder with respect to
attorneys' fees shall be limited to reasonably attorneys' fees actually
incurred.

Section 11.08 WAIVER OF CONSEQUENTIAL DAMAGES. Grantor covenants and agrees that
in no event shall Grantee be liable for consequential damages, and to the
fullest extent permitted by law, Grantor expressly waives all existing and
future claims that it may have against Grantee for consequential damages.


             ARTICLE XII - GRANTOR AGREEMENTS AND FURTHER ASSURANCES

Section 12.01 PARTICIPATION AND SALE OF LOAN; CO-LENDING.

         (a) Grantee may sell, transfer or assign its entire interest or one or
more participation interests in the Loan and the Loan Documents, the Indemnity
Agreement and the Guaranty at any time and from time to time, including, without
limitation, its rights and obligations as servicer of the Loan. Grantee may
issue mortgage pass-through certificates or other securities evidencing a
beneficial interest in a rated or unrated public offering or private placement,
including depositing the Loan Documents with a trust that may issue securities
(the "Securities"). Grantee may forward to each purchaser, transferee, assignee,
servicer, participant, investor in such Securities (collectively, the
"Investor") or any Rating Agency rating such Securities and each prospective
Investor, all documents and information which Grantee now has or may hereafter
acquire relating to the Secured Indebtedness and to Grantor or any Liable
Parties and the Property, whether furnished by Grantor, any Liable Parties or
otherwise, as Grantee determines necessary or desirable.

         (b) Grantor will reasonably cooperate with Grantee in furnishing such
information and providing such other assistance, reports and legal opinions as
Grantee may reasonably request in connection with any such transaction;
provided, however, Grantor shall not be obligated to incur any third party or
external costs in connection with such requests. In addition, Grantor
acknowledges that Grantee may release or disclose to potential purchasers or
transferees of the Loan, or potential participants in the Loan, originals or
copies of the Loan Documents, title information, engineering reports, financial
statements, operating statements, appraisals, Leases, rent rolls, and all other
materials, documents and information in Grantee's possession or which Grantee is
entitled to receive under the Loan Documents, with respect to the Loan, Grantor,
Liable Parties or the Property. Grantor shall also furnish to such Investors or
such prospective Investors or such Rating Agency any and all information
concerning the Property, the Leases, the financial condition of Grantor or any
Liable Parties as may be requested by Grantee, any Investor or any prospective
Investor or any Rating Agency in connection with any sale, transfer or
participation interest.

         (c) The holders of each of the Notes may from time to time assign all
or part of the indebtedness evidenced thereby to another lender or lenders, or
may enter into participation agreements with one or more lenders to share in the
risk and benefits of such loan at no cost to Grantor. In the event of any such
proposed assignment or participation, said proposed lenders and/or participants
shall have the right to enter the Property for additional environmental review
or testing as such proposed lenders or participants may deem necessary upon
reasonable prior notice to Grantor. Metropolitan Life Insurance Company is
acting for itself and for MetLife Bank, N.A., as the holders of the Notes, as
servicer (in such capacity Metropolitan Life Insurance Company, and any
subsequent servicer of the Loans as evidenced by written notice to Grantor
signed by the holders of the Notes and all persons with interests therein, is
hereinafter referred to as the "Servicer") of the Loans. The Servicer shall act
for Grantee for all matters in connection with the Loans, and shall be
authorized to act on behalf of Grantee. Grantor shall be entitled to rely on any
actions taken by the Servicer with respect to the Loan Documents, the Guaranty,
the Indemnity Agreement and the Property and by acceptance of this Deed To
Secure Debt, all Grantees agree to be bound by the actions of the Servicer with


                                       25
<PAGE>

respect to the Loans. All submissions and requests for approvals and consents
made or given by Grantor shall be made to the Servicer; and all approvals and
consents with respect to the Loans to be given by Grantee shall be given by
Servicer; provided, however, that a copy of all submissions and requests for
approvals and consents (together with supporting materials) shall be delivered
to the holder(s) of each of the Notes of which Grantor has notice. Grantee
agrees that there always shall be one Servicer for the Notes and that all
payments under the Notes shall be applied in the same manner and all remedies
under or with respect to the Notes shall be exercised in the same manner under
the Notes.

Section 12.02 REPLACEMENT OF NOTES. Upon notice to Grantor of the loss, theft,
destruction or mutilation of the Notes, Grantor will execute and deliver, in
lieu of the original Notes, a replacement note, identical in form and substance
to the Notes and dated as of the Execution Date so long as Grantee agrees to
indemnify Grantor in writing from any liability incurred by Grantor by reason of
the original Notes being later enforced against Grantor by another holder or
owner of such original Notes. Upon the execution and delivery of the replacement
note, all references in any of the Loan Documents to the Notes shall refer to
the replacement note.

Section 12.03 GRANTOR'S ESTOPPEL. Within ten (10) days after a request by
Grantee, Grantor shall furnish an acknowledged written statement in form
satisfactory to Grantee (i) setting forth the amount of the Secured
Indebtedness, (ii) stating either that no offsets or defenses exist against the
Secured Indebtedness, or if any offsets or defenses are alleged to exist, their
nature and extent, (iii) whether any default then exists under the Loan
Documents or any event has occurred and is continuing, which, with the lapse of
time, the giving of notice, or both, would constitute such a default, and (iv)
any other matters as Grantee may reasonably request. If Grantor does not furnish
an estoppel certificate within the 10-day period, Grantor appoints Grantee as
its attorney-in-fact to execute and deliver the certificate on its behalf, which
power of attorney shall be coupled with an interest and shall be irrevocable.

Section 12.04 FURTHER ASSURANCES. Grantor shall, without expense to Grantee,
execute, acknowledge and deliver all further acts, deeds, conveyances,
mortgages, deeds of trust, assignments, security agreements, and financing
statements as Grantee shall from time to time reasonably require, to assure,
convey, assign, transfer and confirm unto Grantee the Property and rights
conveyed or assigned by this Deed To Secure Debt or which Grantor may become
bound to convey or assign to Grantee, or for carrying out the intention or
facilitating the performance of the terms of this Deed To Secure Debt or any of
the other Loan Documents, or for filing, refiling, registering, reregistering,
recording or rerecording this Deed To Secure Debt. If Grantor fails to comply
with the terms of this Section, Grantee may, at Grantor's expense, perform
Grantor's obligations for and in the name of Grantor, and Grantor hereby
irrevocably appoints Grantee as its attorney-in-fact to do so. The appointment
of Grantee as attorney-in-fact is coupled with an interest.

Section 12.05 SUBROGATION. Grantee shall be subrogated to the lien of any and
all encumbrances against the Property paid out of the proceeds of the Loan and
to all of the rights of the recipient of such payment.


                        ARTICLE XIII - SECURITY AGREEMENT

Section 13.01 SECURITY AGREEMENT.

THIS DEED TO SECURE DEBT CREATES A LIEN ON THE PROPERTY. IN ADDITION, TO THE
EXTENT THE PROPERTY IS PERSONAL PROPERTY OR FIXTURES UNDER APPLICABLE LAW, THIS
DEED TO SECURE DEBT CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM
COMMERCIAL CODE OF THE STATE IN WHICH THE PROPERTY IS LOCATED (THE "U.C.C.") AND
ANY OTHER APPLICABLE LAW. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, GRANTEE
MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A
SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR GRANTEE MAY,
AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH
GRANTEE'S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS DEED TO
SECURE DEBT.

                                       26
<PAGE>

Section 13.02 REPRESENTATIONS AND WARRANTIES.

Grantor warrants, represents and covenants as follows:

         (a) Grantor owns the Personal Property free from any lien, security
interest, encumbrance or adverse claim, except as otherwise expressly approved
by Grantee in writing. Grantor will notify Grantee of, and will protect, defend
and indemnify Grantee against, all claims and demands of all persons at any time
claiming any rights or interest in the Personal Property.

         (b) The Personal Property has not been used and shall not be used or
bought for personal, family, or household purposes, but shall be bought and used
solely for the purpose of carrying on Grantor's business.

         (c) Grantor will not remove the Personal Property without the prior
written consent of Grantee, except the items of Personal Property which are
obsolete, consumed or worn out in ordinary usage, which obsolete, consumed or
worn out items shall be promptly replaced by Grantor with other Personal
Property of value equal to or greater than the value of the replaced Personal
Property or, with respect to obsolete items, those which perform a substantially
similar function and utility for the Property.

         (d) Grantor authorizes Beneficiary to file Uniform Commercial Code
Financing Statements in any applicable recording or filing office covering any
Property or collateral described in this Deed To Secure Debt or in any of the
other Loan Documents.

Section 13.03 CHARACTERIZATION OF PROPERTY. The grant of a security interest to
Grantee in this Deed To Secure Debt shall not be construed to limit or impair
the lien of this Deed To Secure Debt or the rights of Grantee with respect to
any property which is real property or which the parties have agreed to treat as
real property. To the fullest extent permitted by law, everything used in
connection with the production of Rents and Profits is, and at all times and for
all purposes and in all proceedings, both legal and equitable, shall be regarded
as real property, irrespective of whether or not the same is physically attached
to the Land and/or Improvements.

Section 13.04 PROTECTION AGAINST PURCHASE MONEY SECURITY INTERESTS. It is
understood and agreed that in order to protect Grantee from the effect of U.C.C.
Section 9-334, as amended from time to time and as enacted in the State, in the
event that Grantor intends to purchase any goods which may become fixtures
attached to the Property, or any part of the Property, and such goods will be
subject to a purchase money security interest held by a seller or any other
party:

         (a) Before executing any security agreement or other document
evidencing or perfecting the security interest, Grantor shall obtain the prior
written approval of Grantee. All requests for such written approval shall be in
writing and contain the following information: (i) a description of the
fixtures; (ii) the address at which the fixtures will be located; and (iii) the
name and address of the proposed holder and proposed amount of the security
interest.

         (b) Grantor shall pay all sums and perform all obligations secured by
the security agreement. A default by Grantor under the security agreement shall
constitute a default under this Deed To Secure Debt. If Grantor fails to make
any payment on an obligation secured by a purchase money security interest in
the Personal Property or any fixtures, Grantee, at its option, may pay the
secured amount and Grantee shall be subrogated to the rights of the holder of
the purchase money security interest.

         (c) Grantee shall have the right to acquire by assignment from the
holder of the security interest for the Personal Property or fixtures, all
contract rights, accounts receivable, negotiable or non-negotiable instruments,
or other evidence of indebtedness and to enforce the security interest as
assignee.



                                       27
<PAGE>

         (d) The provisions of subparagraphs (b) and (c) of this Section 13.04
shall not apply if the goods which may become fixtures are of at least
equivalent value and quality as the Personal Property being replaced and if the
rights of the party holding the security interest are expressly subordinated to
the lien and security interest of this Deed To Secure Debt in a manner
satisfactory to Grantee.


                     ARTICLE XIV - SECURITIZATION PROVISIONS

         Section 14.01 INTENTIONALLY DELETED.


                      ARTICLE XV - MISCELLANEOUS COVENANTS

Section 15.01 NO WAIVER. No single or partial exercise by Grantee, or delay or
omission in the exercise by Grantee, of any right or remedy under the Loan
Documents shall preclude, waive or limit the exercise of any other right or
remedy. Grantee shall at all times have the right to proceed against any portion
of, or interest in, the Property without waiving any other rights or remedies
with respect to any other portion of the Property. No right or remedy under any
of the Loan Documents is intended to be exclusive of any other right or remedy
but shall be cumulative and may be exercised concurrently with or independently
from any other right and remedy under any of the Loan Documents or under
applicable law.

Section 15.02 NOTICES. All notices, demands and requests given or required to be
given by, pursuant to, or relating to, this Deed To Secure Debt shall be in
writing. All notices shall be deemed to have been properly given if mailed by
United States registered or certified mail, with return receipt requested,
postage prepaid, or by United States Express Mail or other comparable overnight
courier service to the parties at the addresses set forth in the Defined Terms
(or at such other addresses as shall be given in writing by any party to the
others) and shall be deemed complete upon receipt or refusal to accept delivery
as indicated in the return receipt or in the receipt of such United States
Express Mail or courier service.

Section 15.03 HEIRS AND ASSIGNS; TERMINOLOGY.

         (a) This Deed To Secure Debt applies to Grantee, Liable Parties and
Grantor, and their heirs, legatees, devisees, administrators, executors,
successors and assigns. The term "Grantor" shall include both the original
Grantor and any subsequent owner or owners of any of the Property. The term
"Liable Parties" shall include both the original Liable Parties and any
subsequent or substituted Liable Parties.

         (b) In this Deed To Secure Debt, whenever the context so requires, the
masculine gender includes the feminine and/or neuter, and the singular number
includes the plural.

         (c) If more than one party executes this Deed To Secure Debt as
Grantor, the obligations of such parties shall be the joint and several
obligations of each of them.

Section 15.04 SEVERABILITY. If any provision of this Deed To Secure Debt should
be held unenforceable or void, then that provision shall be separated from the
remaining provisions and shall not affect the validity of this Deed To Secure
Debt except that if the unenforceable or void provision relates to the payment
of any monetary sum, then, Grantee may, at its option, declare the Secured
Indebtedness immediately due and payable.

Section 15.05 APPLICABLE LAW. This Deed To Secure Debt shall be construed and
enforced in accordance with the laws of the State.



                                       28
<PAGE>

Section 15.06 CAPTIONS. The captions are inserted only as a matter of
convenience and for reference, and in no way define, limit, or describe the
scope or intent of any provisions of this Deed To Secure Debt.

Section 15.07 TIME OF THE ESSENCE. Time shall be of the essence with respect to
all of Grantor's obligations under this Deed To Secure Debt and the other Loan
Documents.

Section 15.08 NO MERGER. In the event that Grantee should become the owner of
the Property, there shall be no merger of the estate created by this Deed To
Secure Debt with the fee estate in the Property.

Section 15.09 NO MODIFICATIONS. This Deed To Secure Debt may not be changed,
amended or modified, except in a writing expressly intended for such purpose and
executed by Grantor and Grantee.

Section 15.10 WAIVER. BY EXECUTION OF THIS DEED TO SECURE DEBT, GRANTOR
EXPRESSLY: (A) ACKNOWLEDGES THE RIGHT TO ACCELERATE THE SECURED INDEBTEDNESS AND
THE POWER OF ATTORNEY GIVEN HEREIN TO GRANTEE TO SELL THE PROPERTY BY
NONJUDICIAL FORECLOSURE UPON DEFAULT BY GRANTOR WITHOUT ANY JUDICIAL HEARING AND
WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED
TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED TO SECURE DEBT; (B) WAIVES ANY AND
ALL RIGHTS WHICH GRANTOR MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES
(INCLUDING THE FIFTH AND FOURTEENTH AMENDMENTS THEREOF), THE VARIOUS PROVISIONS
OF THE CONSTITUTIONS OF THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE
LAW, (1) TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY GRANTEE OF
ANY RIGHT OR REMEDY HEREIN PROVIDED TO GRANTEE, EXCEPT SUCH NOTICE (IF ANY) AS
IS SPECIFICALLY REQUIRED TO BE PROVIDED IN THIS DEED TO SECURE DEBT, AND (2)
CONCERNING THE APPLICATION, RIGHTS OR BENEFITS OF ANY STATUTE OF LIMITATION OR
ANY MORATORIUM, REINSTATEMENT, MARSHALLING, FORBEARANCE, APPRAISEMENT,
VALUATION, STAY, EXTENSION, HOMESTEAD, EXEMPTION OR REDEMPTION LAWS; (C)
ACKNOWLEDGES THAT GRANTOR HAS READ THIS DEED TO SECURE DEBT AND ANY AND ALL
QUESTIONS REGARDING THE LEGAL EFFECT OF THIS DEED TO SECURE DEBT AND ITS
PROVISIONS HAVE BEEN EXPLAINED FULLY TO GRANTOR AND GRANTOR HAS CONSULTED WITH
COUNSEL OF GRANTOR'S CHOICE PRIOR TO EXECUTING THIS DEED TO SECURE DEBT; AND (D)
ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF GRANTOR HAVE BEEN MADE
KNOWINGLY, INTENTIONALLY AND WILLINGLY BY GRANTOR AS PART OF A BARGAINED-FOR
LOAN TRANSACTION AND THAT THIS DEED TO SECURE DEBT IS VALID AND ENFORCEABLE BY
GRANTEE AGAINST GRANTOR IN ACCORDANCE WITH ALL THE TERMS AND CONDITIONS HEREOF.

Section 15.11 NATURE OF DOCUMENT. This Deed To Secure Debt is intended to
operate and to be construed as (i) a deed passing the title to the Property to
Grantee and is made under those provisions of the existing laws of the State of
Georgia relating to deeds to secure debt, and not as a mortgage (including,
without limitation, Chapter 44-14 of the Official Code of Georgia Annotated),
and (ii) an absolute present assignment of the rents, issues and profits of the
Property.

Section 15.12 SECURITIES LAWS. The membership interests evidenced by the
Grantor's Organizational Documents have been issued in accordance with all
applicable federal and state securities laws, or authorized exemptions from such
securities laws, including, but not limited to, the Securities Act of 1933, as
amended, the Securities and Exchange Act of 1934. The membership interests of
Grantor have not been issued in violation of any federal, state or local
securities law, and to the extent that these securities have been issued in
reliance on exemptions from such federal or state securities law, all necessary
steps have been taken to qualify for such exemptions. The members of Grantor
have been properly notified of all applicable securities laws and related
restrictions on their ability to transfer, sell or otherwise dispose of their
membership interests in Grantor. The name of Grantee is not and will not be in
any of the offering materials provided or to be provided to any person,
including, but not limited to, any of the limited partners of Grantor, nor has
there been any representation, whether written, oral or otherwise, that Grantee
in any way has participated or endorsed the offering of the partnership
interests in Grantor.

                                       29
<PAGE>

IN WITNESS WHEREOF, Grantor has executed this Deed To Secure Debt, or has caused
this Deed To Secure Debt to be executed under seal by its duly authorized
representative as of the Execution Date.

                         ATLANTIC CENTER PLAZA, LLC,
                         a Georgia limited liability company

                         By: P&L ACP, LLC,
                             a Georgia limited liability company, its Manager



                             By: /s/ Harry E. Morgan
                                ------------------------------------------
                                      Harry E. Morgan, Manager

Signed, sealed and delivered
in the presence of:


-----------------------------------
Unofficial Witness


-----------------------------------
Notary Public

(Notarial Seal)





                                       30
<PAGE>






                                   EXHIBIT "A"

                          LEGAL DESCRIPTION OF THE LAND




<PAGE>


                                   EXHIBIT "B"

                               LEASING GUIDELINES


"Leasing Guidelines" shall mean the guidelines approved in writing by Grantee,
from time to time, with respect to the leasing of the Property. The following
are the initial Leasing Guidelines:

         (a) All Leases shall be on the standard form of lease approved by
Grantee in writing with no material deviations;

         (b) Each Lease shall contain a provision requiring that all payments of
rent, additional rent or any other amounts due from a tenant to a landlord under
a Lease shall be made in money of the United States of America that at the time
of payment shall be legal tender for the payment of all obligations;

         (c) The Leases shall have minimum lease term of three years and maximum
lease term of twelve years;

         (d) The Leases shall have minimum annual rent payable for office leases
of at least $25.00 per square foot with no more than one month of free rent for
each year of the lease term or fraction thereof;

         (e) None of the Leases shall be for more than a full floor of net
rentable area;

         (f) No Leases shall be entered into if there is an Event of Default
under any of the Loan Documents;

         (g) All Leases shall be third party, arms-length;

         (h) Except as otherwise Approved by Grantee, each net Lease shall
contain provisions requiring the tenant to pay it proportionate share of
operating expenses and taxes and all other Leases shall contain provisions
requiring the tenant to pay, after the first year, its proportionate share of
increases in taxes and operating expenses.