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                                                                    EXHIBIT 4.4

                          DEED NUMBER FIFTY-THREE (53)

                     DEED OF CONSTITUTION OF FIRST MORTGAGE


         In the City of San Juan, Commonwealth of Puerto Rico, this third (3rd)
day of November, nineteen hundred ninety nine (1999).

                                   BEFORE ME

         ALFREDO ALVAREZ IBANEZ, Attorney-at-Law and Notary Public in and for
the Commonwealth of Puerto Rico with offices located on the Eighth Floor of the
American International Plaza in Hato Rey, Puerto Rico, and residence in San
Juan, Puerto Rico.

                                     APPEARS

         AS THE SOLE APPEARING PARTY: DORAL PROPERTIES, INC., employer
identification number 66-0572283, a corporation organized and existing under the
laws of the Commonwealth of Puerto Rico (hereinafter called the "Mortgagor"),
herein represented by its Vice President, Ernesto Carattini, also known as
Ernesto Carattini Alvarado, of legal age, single, business executive and
resident of San Juan, Puerto Rico, whose authority to appear herein is evidenced
pursuant to a Certificate of Resolution executed by Mortgagor's Secretary
executed before Notary Public Eduardo J. Arias Rodriguez on November third
(3rd), nineteen hundred ninety-nine (1999).

         I, the Notary, hereby certify that I personally know the person
appearing herein and from his statements I also attest as to his age, civil
status, occupation and residence. The person appearing herein assures me that he
has, and in my



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judgment he does have, the legal capacity necessary for this act, and for that
purposes he freely and voluntarily

                                     STATES

         FIRST: The Property: The Mortgagor is the owner of record with valid,
good, insurable and marketable fee simple title ("pleno dominio") of the three
(3) real properties described in paragraph TWENTY SECOND of this Deed,
hereinafter collectively referred to as the "Property".

         SECOND: The Mortgage Note: Simultaneously herewith Mortgagor has
subscribed before the undersigned Notary a Mortgage Note payable to the order of
the bearer (hereinafter called the "Mortgage Note"), which is literally
transcribed in paragraph THIRTEENTH hereof.

         THIRD: Creation of the Mortgage: In order to guarantee and secure:

                  (i) The full and complete payment of the principal of the
         Mortgage Note and the interest accruing thereon, as herein established.

                  (ii) The performance and observance of the terms and
         conditions contained herein and in the Mortgage Note.

                  (iii) An additional credit in the amount set forth in
         paragraph FOURTEENTH hereof to cover interest in addition to that
         secured by law (hereinafter called the "Interest Credit").

                  (iv) An additional credit in the amount set forth in paragraph
         FOURTEENTH hereof to cover any amounts that may be paid by or advanced
         by the Mortgagee (as hereinafter defined) hereunder, together with
         interest thereon (hereinafter called
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         the "Credit for Additional Advances").

                  (v) An additional credit which Mortgagor undertakes to pay as
         a liquidated amount (hereinafter called  the "Credit for Collection
         Costs and Fees"), in the amount set forth in paragraph FOURTEENTH
         hereof, to cover costs and expenses (including attorney's fees) of the
         Mortgagee in the event that such Mortgagee shall have to take recourse
         to the courts, including bankruptcy proceedings, or to any other
         governmental agency in order to collect all or any part of the
         principal thereof or any interest thereon (by foreclosure or other
         proceedings or action).


         (The Interest Credit, the Credit for Additional Advances and the
Credit for Collection Costs and Fees shall be hereinafter collectively referred
to as the "Additional Credits").

         Mortgagor hereby constitutes and creates a voluntary first priority
mortgage (the "Mortgage") in favor of the bearer or any future holder or
transferee of the Mortgage Note (hereinafter referred to as the "Mortgagee") on
the following property (hereinafter collectively referred to as the "Mortgaged
Property"):

                  (a) the Property described in Paragraph TWENTY SECOND of this
         Deed;

                  (b) all of Mortgagor's buildings, structures, additions,
         fixtures, and improvements, appurtenances and facilities now located
         thereon and those new buildings and structures, additions, fixtures,
         and improvements hereafter erected or placed or constructed on said
         Property and all

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         materials intended for the construction, reconstruction, alteration and
         repair of such buildings or improvements now or hereafter erected
         thereon or hereafter constructed, all of which materials shall be
         deemed to be included within the Mortgaged Property immediately upon
         the delivery thereof to the Property;

                  (c) all of the rights, title and interest of the Mortgagor, in
         and to, all and singular, the tenements, hereditaments, rights of way,
         easements, appendages and appurtenances, licenses, passages, waters,
         water rights, riparian rights, and other rights, liberties and
         privileges thereof or in any way or hereafter appertaining, including
         any other claim at law or in equity, franchise or license and the
         reversion and reversions, and remainder and remainders thereof and any
         other property belonging or appertaining to the Property, and all of
         the right, title and interest of the Mortgagor in and to any streets,
         ways, alleys, strips or gores of the Property or any part thereof;

                  (d) all of the Mortgagor's rights, title and interest (but
         none of its obligations) as landlord, whether named as such therein or
         by assignment or otherwise, to receive payments of money under all
         leases or similar agreements of all or part of the Property or of space
         therein, or at any time hereafter made and any and all amendments,
         modifications, supplements, renewals and extensions thereof, including
         without limitation all rents, additional rents, revenues, earnings,
         profits and income, payments incident to any assignment, sublease or
         surrender of any lease, claims for

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         forfeited deposits and claims for damages, now due or hereafter to
         become due with respect to any such lease or similar agreement;

                  (e) all awards, compensations and payments in respect of
         taking by condemnation or eminent domain of any of the foregoing,
         subject to the terms of paragraph FIFTH hereof;

                  (f) all indemnities to which Mortgagor and the Mortgagee may
         be entitled under any policy of insurance covering the Mortgaged
         Property or any part thereof, subject to the terms of paragraph FOURTH
         (Five) hereof;

                  (g) all of the Mortgagor's rights, title and interest to all
         furniture, furnishings, fixtures, machinery, apparatus and equipment,
         now or hereafter located on the Property, or located in, or used, or
         procured for use, in connection with the operation, maintenance or
         protection of any of the buildings, structures, improvements or
         facilities located or to be located in the Property, including, without
         limitation, lighting, plumbing, sanitary, air conditioning equipment
         and fire protection systems, now owned or hereafter acquired by the
         Mortgagor, which under the Civil Code of Puerto Rico may properly be
         characterized or classified as real or immovable property either by
         nature or by destination; and

                  (h) all renewals and replacements of, substitutions for and
         additions to the Property, and all other property, real personal or
         mixed now owned or hereafter acquired by Mortgagor or in any way
         appertaining to such Property or any part thereof, as well as all lands
         which may be

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         consolidated or grouped with the Property.


         FOURTH: Obligations of Mortgagor: For the consideration heretofore set
forth the Mortgagor is obliged and undertakes as follows:

                  One: To satisfy the debt as set forth in the Mortgage Note.

                  Two: To pay prior to delinquency and without requiring any
         notice from Mortgagee, all Impositions (as defined below) and satisfy
         any claim, lien or encumbrance against the Mortgaged Property which may
         be or become superior to this Mortgage, and to permit no default or
         delinquency on any other lien, encumbrance or charge against the
         Mortgaged Property, unless and to the extent only that any such item is
         being contested in good faith by appropriate proceedings and
         appropriate reserves have been set aside with respect thereto in
         conformity with generally accepted accounting principles in effect from
         time to time in the United States of America.

                  Three: To maintain the Mortgaged Property as required under
         any pledge agreement or other instrument under which the Mortgage Note
         is assigned or pledged. In the event the Mortgagor fails to care for
         and maintain in good condition the buildings existing upon or that may
         in the future be constructed on the Mortgaged Property or the
         improvements to the same, the Mortgagee, after giving reasonable prior
         written notice to Mortgagor and reasonable time to remedy, may make
         such repairs as in its judgment may be necessary for the preservation
         of the Mortgaged Property and its appurtenances, and the total sum thus
         invested

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         shall be considered as due and demandable and shall be considered as
         secured by the Mortgage herein constituted.

                  Four: To pay all reasonable costs, expenses and disbursements
         including a reasonable amount for attorney's fees, as well as all
         reasonable expenses incurred or satisfied by the Mortgagee at any time
         for perfection of title of the Mortgaged Property, and all such costs,
         expenses and disbursements of Mortgagee, if satisfied by Mortgagee,
         shall be considered secured in their entirety by the Mortgage herein
         constituted.

                  Five: To keep the Mortgaged Property insured against such
         hazards and with such coverage, as may be required under any pledge
         agreement or other instrument under which the Mortgage Note is assigned
         or pledged.

                  Six: To furnish Mortgagee within ten (10) business days after
         request in person, or within twenty (20) business days after request by
         mail, a written statement duly acknowledging the amount due on or
         secured by, whether for principal or interest, this Mortgage or the
         Mortgage Note, and whether any offsets or defenses exist against such
         debt.

                  Seven: To comply with all laws, ordinances, regulations,
         covenants, conditions and restrictions affecting the Mortgaged Property
         and the operation thereof.

                  Eight: To deliver to Mortgagee with reasonable promptness such
         information with respect to the Mortgaged Property as Mortgagee may
         reasonably request from time to time.


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         FIFTH: Condemnation. In the event of a taking of all or any part of the
Mortgaged Property as a result of or in lieu of condemnation or eminent domain,
all awards and payments made on account of such taking shall be distributed and
applied as may be required under any pledge agreement or other instrument under
which the Mortgage Note is assigned or pledged.


         SIXTH: Additional Advances. If Mortgagor should fail to make punctual
payment of any Impositions, or should fail to maintain insurance coverage on the
Mortgaged Property as required from time to time by the Mortgagee, or should
fail to discharge any mortgage lien, encumbrance or charge upon the Mortgaged
Property, or any part thereof, which is prohibited herein or by the terms of a
pledge agreement or other instrument under which the Mortgage Note is assigned
or pledged, or should fail to maintain the Mortgaged Property in good condition,
or should fail to perform any other term or covenant of such pledge agreement or
other instrument, then Mortgagee, after giving prior notice to Mortgagor, but
without consent of or demand upon Mortgagor and without waiving or releasing any
obligation or default, may (but shall be under no obligation to) advance such
funds as may in Mortgagee's judgment be needed for the purpose of performing
such terms or covenants and Mortgagee may, in such event, take such other and
further action as it may consider necessary or appropriate for such purposes.
All sums so advanced or paid by Mortgagee and all reasonable costs and expenses
(including reasonable attorney's

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fees and expenses) so incurred, together with interest thereon at the interest
rate set forth in the Mortgage Note from the date of payment or incurring, shall
constitute additional Indebtedness (as defined below) secured by this Mortgage
and shall be paid by Mortgagor to Mortgagee on demand.

         SEVENTH: Further Assurances; Additional Security: Mortgagor, at its
expense, will execute, acknowledge, deliver and record all such instruments and
take all such action as Mortgagee for time to time may reasonably request for
better assuring to Mortgagee the property and rights hereby mortgaged and
assigned or intended so to be. Without notice to or consent of Mortgagor, and
without impairment of the lien of, and rights under this Mortgage, Mortgagee may
take (but Mortgagor shall not be obligated to furnish) from Mortgagor or from
any other person or persons additional security for the Mortgage Note or for the
obligations of the Mortgagor secured by the assignment or pledge of the Mortgage
Note; and neither the giving of this Mortgage nor the acceptance of any such
additional security shall prevent Mortgagee from resorting first to such
additional security, or to the security created by this Mortgage, in either case
without affecting Mortgagee's lien and rights under this Mortgage.

         EIGHTH: Foreclosure Valuation: In compliance with Article One Hundred
Seventy Nine (179) of the Mortgage Law of Puerto Rico (Act Number One Hundred
Ninety Eight (198) of August eighth (8th), nineteen hundred seventy nine (1979),
Mortgagor hereby declares and agrees that the value of the Mortgaged


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Property is as set forth in Paragraph FOURTEENTH hereof under the title
"Foreclosure Valuation".

         NINTH: Foreclosure: In the event that the Mortgage Note is assigned or
pledged or otherwise encumbered as collateral security for the payment of any
other note or debt, the Mortgagor agrees:

                  (a) That Mortgagee may foreclose this Mortgage and may
         exercise all other rights, remedies, powers and privileges provided
         herein or now or hereafter existing at law, in equity, by statute, or
         otherwise, without first foreclosing the pledge or other lien so
         constituted upon the Mortgage Note, to the same extent and with the
         same force and effect as if the Mortgage Note had been assigned or
         transferred directly to Mortgagee rather than assigned or pledged as
         collateral security, provided nothing contained in this Paragraph NINTH
         shall relieve Mortgagee from the obligation to comply with the terms of
         the pledge agreement or other instrument under which the Mortgage Note
         is assigned or pledged.

                  (b) The Mortgagee may in any action to foreclose this Mortgage
         or the Mortgage Note, or upon the occurrence of a default under this
         Mortgage or under any obligation secured by a lien upon the Mortgage
         Note, petition the court having jurisdiction in the premises to appoint
         a receiver for the Mortgaged Property, including all rents, issues and
         profits therefrom, and said receiver shall have the broadest powers and
         faculties usually granted to a receiver by a court and his appointment
         shall be made by the court as a matter of absolute right granted to the
         Mortgagee without

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         taking into consideration the value of the Mortgaged Property or the
         solvency of the Mortgagor or of any other party to the action, and the
         Mortgagor hereby consents to the appointment of such a receiver and
         agrees not to oppose the same.


         TENTH: Expenses of Deed; Recording Fees. All costs and expenses
relating to the drafting, preparation and execution of this Deed and the
cancellation of any liens or encumbrances affecting the Property shall be for
the account of the Mortgagor.

         ELEVENTH: Definitions. As used in this Mortgage, the following terms
are defined as follows: (a) "Impositions" shall mean all real estate and other
taxes, all assessments made (including, without limitation, all assessments for
public improvements or benefits, whether or not commenced or completed prior to
the date hereof or while this Mortgage is in force), water, sewer, electricity,
utility and other rents, rates and charges, excises, levies, license fees,
permit fees, inspection fees and other authorization fees and other charges, in
each case whether general or special, ordinary or extraordinary, or foreseen or
unforeseen of every character (including all penalties or interest thereon)
which at any time are assessed, levied, confirmed or imposed on or in respect of
or be a lien upon (i) the Mortgaged Property or any part thereof or any rents,
issues, income, profits or earnings therefrom or any estate, right or interest
therein or (ii) any occupancy, use or possession of or sales from the Mortgaged
Property or any part thereof or (iii) this Mortgage, any interest hereon

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or any other payments due from the Mortgagor under the terms of this Mortgage;
excepting, however, the income taxes now or hereafter imposed by the United
States under the Internal Revenue Code of Nineteen hundred eighty six (1986) as
amended, and by the Commonwealth of Puerto Rico under the Income Tax Act of
Nineteen hundred fifty-four (1954) as amended, The Internal Revenue Code of
Puerto Rico of Nineteen hundred ninety-four (1994), as amended, the Municipal
License Tax Act of Nineteen hundred seventy-four (1974), as amended, or under
any other Act of Congress or Act of the Legislature of Puerto Rico of the same
nature, modifying, amending, or substituting the statutes above mentioned, as
long as they do not become a lien on the Mortgaged Property; (b) "Indebtedness"
shall mean (i) the Impositions; (ii) principal and interest of the Mortgage
Note; (iii) the Additional Credits referenced in paragraph FOURTEENTH of this
Deed; and (iv) any and all payments which Mortgagor is or may be obliged to make
under this Deed of Mortgage.

         TWELFTH: Successors and Assigns: All the terms of this Mortgage shall
apply to and be binding upon the successors and assigns of Mortgagor and all
persons claiming under or through Mortgagor or any such successor or assign, and
shall inure to the benefit of Mortgagee. Neither this Mortgage nor any term
hereof may be changed, waived, discharged or terminated verbally, but only by an
instrument in writing signed by the Mortgagee, notice of which is endorsed on
the Mortgage Note.

         THIRTEENTH: The Mortgage Note: The Mortgage Note referred to in
paragraph SECOND of this Deed is

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literally transcribed herein as follows:


                                    "MORTGAGE NOTE"

VALUE: $44,765,000.00

DUE DATE: December 1, 2029

         FOR VALUE RECEIVED, the undersigned promises to pay to the BEARER
(the "Mortgagee") the principal sum of FORTY-FOUR MILLION SEVEN HUNDRED
SIXTY-FIVE THOUSAND DOLLARS ($44,765,000.00). The unpaid balance of this
obligation shall bear interest from the date of this Mortgage Note until full
payment hereof, at an annual rate equal to seven percent (7%). Payments of
interest and principal shall be made at the office or domicile of the Mortgagee
within or without the Commonwealth of Puerto Rico, or at such other place as the
Mortgagee may from time to time designate in writing.

         The undersigned hereby waives presentment, protest, demand and notice
of non-payment.

         Payments of both principal and interest are to be made in lawful money
of the United States of America.

         The following shall be events of default hereunder:

                  (a) if default shall be made in the due and punctual payment
         of any principal of and/or interest on this Mortgage Note when and as
         the same shall become due and payable; or

                  (b) if default shall be made by the undersigned in the due
         performance of or compliance with any of the terms of the Deed of
         Mortgage (as hereinafter defined) which secures this Mortgage Note; or


                  (c) if an event of default shall exist under any document or
         agreement pursuant to which this Mortgage Note is pledged, assigned, or
         otherwise encumbered; or

                  (d) if any material representation or warranty of the
         undersigned made in the Deed of Mortgage or in any agreement pursuant
         to which this Mortgage Note is pledged or assigned shall be false in
         any material respect on the date when made.

         Upon the occurrence of any event of default described above and in
addition to any other remedies for which the holder of this Mortgage Note may be
entitled under the Deed of Mortgage, then, upon expiration of any applicable
notice, grace and cure period, the entire principal amount of this Mortgage Note
at the time outstanding shall, at the option of the holder of this Mortgage
Note, become immediately due and payable without notice or demand. Failure to
exercise this option shall not constitute a waiver of the right to exercise such
option in the event of any subsequent default.


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         This Mortgage Note is secured by a mortgage constituted pursuant to the
terms of Deed Number Fifty-Three (53) of Constitution of First Mortgage,
executed on the date hereof before the undersigned Notary Public ("Deed of
Mortgage"), and the Mortgagee is entitled to the benefit and security provided
for in the Deed of Mortgage and in any agreement executed by the undersigned
assigning, pledging, or otherwise encumbering this Mortgage Note as security for
the obligations described therein, and may enforce the agreements of the
undersigned contained in the Deed of Mortgage and in each of said agreements or
instruments, and may exercise the remedies provided thereby or otherwise in
respect thereof without being required first to foreclosure on the pledge or
other lien or encumbrances so constituted upon this Mortgage Note, all in
accordance with the terms of the Deed of Mortgage and said agreements or
instruments. No reference herein to instruments and no provision of this
Mortgage Note or of said agreements or instruments shall alter or impair the
obligations of the undersigned hereunder, which are continuing, absolute and
unconditional, nor shall such reference affect the negotiability hereof under
the Commercial Transactions Act of Puerto Rico, or any other applicable law.

         In case the Mortgagee shall take recourse to foreclosure or other
judicial proceedings for the collection of all or any of the principal hereof or
any interest hereon, the undersigned hereby agrees to pay an additional amount
of FOUR MILLION FOUR HUNDRED SEVENTY-SIX THOUSAND FIVE HUNDRED DOLLARS
($4,476,500.00) as a liquidated amount without necessity of further liquidation
or approval by the Court to cover costs and expenses (including attorney's fees
and expenses) of such foreclosure or judicial proceedings.


         In San Juan, Puerto Rico, this 3rd day of November, 1999.

                                     DORAL PROPERTIES, INC.

                                     (Signed)
                                             -------------------
                                     By: Ernesto Carattini
                                     Title: Vice President

         Affidavit Number: 742

         Acknowledged and subscribed to before me by Ernesto Carattini, of legal
age, single, business executive and resident of San Juan, Puerto Rico, as
Vice-President of Doral Properties, Inc., to me personally known. In San Juan,
Puerto Rico, this 3rd day of November, 1999.

By: (Signed) Alfredo Alvarez Ibanez
-----------------------------------
Notary Public

        "(Notarial Seal)"


         FOURTEENTH: Various Sums:
                     ------------
                  (i) The amount of the mortgage credit

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         constituted and created to secure payment of the Mortgage Note is FORTY
         FOUR MILLION SEVEN HUNDRED SIXTY FIVE THOUSAND DOLLARS
         ($44,765,000.00), distributed as follows: FORTY-TWO MILLION FIVE
         HUNDRED FORTY-ONE THOUSAND SEVEN HUNDRED SIXTEEN DOLLARS
         ($42,541,716.00) over Parcel A; EIGHT HUNDRED FIFTY FOUR THOUSAND THREE
         HUNDRED THIRTY FOUR DOLLARS ($854,334.00) over Parcel B; ONE MILLION
         THREE HUNDRED SIXTY-EIGHT THOUSAND NINE HUNDRED FIFTY DOLLARS
         ($1,368,950.00) over Parcel C.

                  (ii) The `Interest Credit' is in the amount equivalent to five
         (5) annuities of interest on the secured principal amount as permitted
         by the provisions of Article 166 of the Mortgage and Registry of
         Property Act of Puerto Rico of ninteen hundred seventy-nine (1979), as
         amended, to cover interest in addition to that secured by law,
         distributed as follows: an amount equal to ninety-four percent (94%) of
         such credit over Parcel A; an amount equal to one percent (1%) of such
         credit over Parcel B; and an amount equal to five percent (5%) of such
         credit over Parcel C.

                  (iii) The `Credit for Additional Advances' is FOUR MILLION
         FOUR HUNDRED SEVENTY-SIX THOUSAND FIVE HUNDRED DOLLARS ($4,476,500.00),
         distributed as follows: FOUR MILLION TWO HUNDRED FIFTY-FOUR THOUSAND
         ONE HUNDRED SEVENTY-ONE DOLLARS AND SIXTY CENTS ($4,254,171.60) over
         Parcel A; EIGHTY-FIVE THOUSAND FOUR HUNDRED THIRTY-THREE DOLLARS AND
         FORTY CENTS ($85,433.40) over Parcel B; and ONE HUNDRED THIRTY-SIX
         THOUSAND EIGHT HUNDRED NINETY-FIVE DOLLARS ($136,895.00) over parcel C.

                  (iv) The `Credit for Collection Costs and

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<PAGE>   16

         Fees' is FOUR MILLION FOUR HUNDRED SEVENTY-SIX THOUSAND FIVE HUNDRED
         DOLLARS ($4,476,500.00,) distributed as follows: FOUR MILLION TWO
         HUNDRED FIFTY-FOUR THOUSAND ONE HUNDRED SEVENTY-ONE DOLLARS AND SIXTY
         CENTS ($4,254,171.60) over Parcel A; EIGHTY FIVE THOUSAND FOUR HUNDRED
         THIRTY-THREE DOLLARS AND FORTY CENTS ($85,433.40) over Parcel B; and
         ONE HUNDRED THIRTY-SIX THOUSAND EIGHT HUNDRED NINETY-FIVE DOLLARS
         ($136,895.00) over Parcel C.

                  (v) The `Foreclosure Valuation' is FORTY-FOUR MILLION SEVEN
         HUNDRED SIXTY-FIVE THOUSAND DOLLARS ($44,765,000.00) distributed as
         follows: FORTY TWO MILLION FIVE HUNDRED FORTY-ONE THOUSAND SEVEN
         HUNDRED SIXTEEN DOLLARS ($42,541,716.00) over Parcel A; EIGHT HUNDRED
         FIFTY FOUR THOUSAND THREE HUNDRED THIRTY FOUR DOLLARS ($854,334.00)
         over Parcel B; ONE MILLION THREE HUNDRED SIXTY-EIGHT THOUSAND NINE
         HUNDRED FIFTY DOLLARS ($1,368,950.00) over Parcel C.

         FIFTEENTH: Mortgagor Warranties and Represen-ations: Mortgagor
represents and warrants that:

                  (i) It is the owner with valid, good, marketable, insurable
         and fee simple title ("pleno dominio") to the Mortgaged Property and to
         all rights and titles appertaining thereto.

                  (ii) It has good and lawful authority to mortgage the
         Mortgaged Property and all rights appertaining thereto, in the manner
         and form hereby mortgaged.

                  (iii) The Mortgaged Property is free and clear of all liens
         and encumbrances whatsoever on a parity with or superior to the liens
         of this Mortgage, except for those set forth in paragraph


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<PAGE>   17

         TWENTY-SECOND of this Deed.

                  (iv) The Mortgaged Property is free from unpaid taxes and
         assessments.

                  (v) It will warrant and defend said Mortgaged Property and the
         validity and priority of this Mortgage against all and every person or
         persons claiming the same or any part thereof.

                  (vi) It will execute whatever additional documents or
         instruments that may be necessary to record this document as a first
         mortgage in the Registry of Property as required by Mortgagee.

         SIXTEENTH: Notice: All notices or demands in writing sent by registered
or certified mail, return receipt requested, through the United States mail,
addressed to the owner of record of the Mortgaged Property shall constitute
sufficient notice and demand upon the Mortgagor in any of the cases required by
this instrument or by the relevant provisions of law. The Mortgagor will give
immediate notice by mail to the Mortgagee of any proposed condemnation
proceedings and of any fire, damage, or other casualty to the Mortgaged Property
or of any conveyance transfer or change of ownership of the fee. The holder of
the Mortgage Note, its agents or servants shall have the right to inspect the
Mortgaged Property from time to time during normal business hours and as often
as the Mortgagee may reasonably request.

         SEVENTEENTH: Waiver of Moratorium and Redemption: The Mortgagor, to the
full extent that it may lawfully do so, agrees that it will not at any time
insist upon or plead or in any way take advantage of and waives any redemption,
or


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<PAGE>   18

moratorium law now or hereafter in force and effect which would prevent or
hinder the enforcement of the provisions of this Deed or any rights or remedies
the Mortgagee may have hereunder or by law.

         EIGHTEENTH: Rights of Way, Easements and the like: The Mortgagor will
maintain, preserve and renew all rights of way, easements, apparent signs,
grants, privileges, licenses and franchises reasonably necessary for the use of
the Mortgaged Property from time to time and will not, without the prior written
consent of the Mortgagee, initiate, join in or consent to any private
restrictive covenant, zoning ordinance, or other public or private restriction
as to the use of the Mortgaged Property which could have a material adverse
effect on the Mortgaged Property.

         NINETEENTH: Mortgage Interest Not Usurious: The Mortgagor warrants and
represents to Mortgagee that no interest to be accrued and payable under the
Mortgage is or will be usurious under Puerto Rican laws and regulations or other
applicable laws and regulations.

         Anything herein to the contrary notwithstanding, the obligations of the
Mortgagor under this Mortgage, shall be subject to the limitation that payments
of interest shall not be required to the extent that receipt of any such payment
by the Mortgagee would be contrary to provisions of law applicable to the
Mortgagee limiting the maximum rate of interest which may be charged or
collected by the Mortgagee.

         TWENTY: Indemnification: Mortgagor will protect,


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<PAGE>   19

indemnify and save harmless Mortgagee from and against any liabilities,
obligations, damages, penalties, claims, causes of action, costs, charges and
expenses (including, without limitation, attorney's fees and expenses) which may
be imposed, upon or incurred by or asserted against Mortgagee, except those
caused by Mortgagee, its agents or employees, by reason of (a) any accident,
injury or damage to any person or property occurring on or about the Mortgaged
Property or any part thereof; (b) any use, or condition of the Mortgaged
Property or any part thereof; (c) any failure of the Mortgagor to perform or
comply with any of the provisions hereof including, without limitation, the
provisions of paragraph TWENTY-FOURTH hereunder; or (d) any necessity to defend
any of the rights, title or interest conveyed or created by this Mortgage.

         Upon receipt by Mortgagee of a notice of any claim or of the
commencement of any action against Mortgagee, in respect to the above indemnity
or to any indemnity or contribution agreement contained herein, Mortgagee will
promptly give written notice of the claim or commencement of action to
Mortgagor. In case such notice or any such claim or action shall be given,
Mortgagor may assume the defense of such claim or action, including the
employment of counsel and payment of expenses. Mortgagee shall have the right to
employ its own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of Mortgagee unless the employment of such
counsel shall have been authorized in writing by the

                                                                            -19-
<PAGE>   20


Mortgagor or if Mortgagor shall not promptly have employed counsel to have
charge of the defense of such claim or action or Mortgagee shall have reasonably
concluded that there may be defenses available to it which are different from or
additional to those available to Mortgagor (in which case, Mortgagor shall not
have the right to direct the defense of such claim or action on behalf of the
Mortgagee), in any of which events such fees and expenses shall be borne by the
Mortgagor, but the Mortgagor shall not be responsible for the fees and expenses
of more than one counsel for Mortgagee. Mortgagor shall not be liable to
indemnify Mortgagee for any settlement of such claim or action effected without
Mortgagor's consent.

         Any amounts payable to Mortgagee under this paragraph TWENTY which are
not paid within ten (10) days after written demand therefor by Mortgagee shall
bear interest at the rate set forth in the Mortgage Note from the date of such
demand, and such amounts, together with interest, shall be deemed to be
indebtedness secured by this Mortgage.

         TWENTY-FIRST: Limitations on Liens: Except with the prior written
consent of Mortgagee, Mortgagor shall not create, assume, incur or suffer to
exist any mortgage, pledge, lien, charge or other security interest or
encumbrance on the Mortgaged Property or any part thereof other than the
following:


                  (a) the lien of the first mortgage constituted pursuant to the
         terms of this Deed;

                                                                            -20-
<PAGE>   21


                  (b) those set forth in paragraph TWENTY-SECOND of this Deed;

                  (c) those permitted under any pledge agreement or other
         instrument under which the Mortgage Note is pledged or assigned or
         under any trust agreement or loan agreement secured thereby.

         TWENTY-SECOND: Description of the Property: The Properties are
described as follows:

         PARCEL A: "RUSTICA: Predio de terreno radicado en el Barrio San
Patricio (antes Monacillos) del termino municipal de San Juan, Puerto Rico,
marcado en el plano de inscripcion con el numero siete guion B (7-B), con una
cabida superficial de siete mil cuatrocientos veintinueve punto cero
tres-cientos veinticuatro (7,429.0324) metros cuadrados, equivalentes a uno
punto ocho mil novecientos uno (1.8901) cuerdas en lindes por el Norte, en dos
alineaciones de cuarenta y seis punto siete mil novecientos siete (46.7907)
metros con terrenos de Arco Supply Inc. y doce punto cinco mil ochocientos doce
(12.5812) metros con Camino Municipal; por el Sur, en cincuenta y cuatro punto
cero doscientos cincuenta y tres (54.0253) metros con Calle Marginal; por el
Este, en cien punto nueve mil ciento treinta y cinco (100.9135) metros y en
catorce punto nueve mil trescientos setenta y cinco metros (14.9375) con
terrenos de Triple S de Puerto Rico y en catorce punto seis mil doscientos
ochenta y cinco (14.6285) metros, con Camino Municipal y por el Oeste, en ciento
treinta y siete punto cero trescientos noventa y un metros (137.0391) con el
Lote Siete guion A (7-A) propiedad de CLEMA INVESTMENT L.L.P., S.E."

         This property was segregated from a parcel of land of approximately
three point eight hundred eighty-two (3.882) cuerdas, which was in turn
segregated from property number 24,742, recorded at page 15 of volume 822 of
Monacillos (hereinafter referred to as "Parcel A").

         Mortgagor acquired Parcel A from Doral Financial Corporation pursuant
to Deed Number Three (3) executed on even date hereof before Notary Public Jaime
E. Santos, Jr., a certified copy of which shall be filed in the Registry prior
to the first certified copy of this Deed. Doral Financial Corporation acquired
Parcel A pursuant to Deed


                                                                            -21-
<PAGE>   22

Number Thirty-Eight (38) executed on December thirteenth (13th), nineteen
hundred ninety-six (1996), in San Juan, Puerto Rico, before Notary Public Miguel
Garcia Suarez, which is filed and pending recordation at entry 282 of volume 531
of the Book of Daily Entries of the Registry of the Property of San Juan, Third
Section (hereinafter referred to as the "Registry"). Parcel A is subject to the
following liens and encumbrances:

         One. By its origin:

                  (a) Easement as servient tenement ("predio sirviente") in
         favor of the parcel of land owned by Seguros de Servicio de Salud de
         Puerto Rico;

                  (b) Easement in favor of the Electric Power Authority;

                  (c) Temporary right of way easement as servient tenement
         ("predio sirviente") in favor of the parcel of land owned by
         Cooperativa de Ahorro y Credito de Empleados Postales.


                  (d) Conditions of sale, pursuant to deed number fourteen (14)
         executed on December ninth (9th), nineteen hundred forty-six (1946)
         before Notary Public Tomas I. Nido.

                  (e) Sewer line easement.

         By itself it is subject to (i) a mortgage in the principal amount of
TWO MILLION ONE HUNDRED THIRTY-FIVE THOUSAND DOLLARS ($2,135,000.00) with
interest at the rate of twelve percent (12%) and due on demand, securing payment
of a promissory note in favor of Scotiabank de Puerto Rico, or to its order,
constituted pursuant to Deed number Thirty (30), executed in San Juan, Puerto
Rico on December thirteenth (13th), nineteen hundred ninety six (1996) before
Notary Public Pedro Morell Losada, filed and pending recordation at entry 283


                                                                            -22-
<PAGE>   23

of volume number 531 of the Book of Daily Entries of the Registry. Mortgagor
shall withdraw from the Registry said Mortgage or cancel the same at its sole
cost and expense; and (ii) a reciprocal easement constituted pursuant to Deed
Number Thirty-Six (36) executed in San Juan, Puerto Rico, on February nineteenth
(19th), nineteen hundred ninety-eight (1998) before Notary Public Orlando
Maldonado Rivera, which is filed and pending recordation at entry number 60 of
volume number 552 of the Book of Daily Entries of the Registry.

         PARCEL B: "URBANA: Solar identificado con el numero diez (10) del
bloque marcado con la letra "B" del Desarrollo Industrial Constitucion compuesto
de una cabida superficial de mil setenta y tres metros con veinticinco
centesimas de otro (1073.25 m.c.) cuadrados, colindante por el Norte, en
veintitres (23.00) metros con la calle marcada con la letra "B" del Desarrollo
Industrial Constitucion; por el Sur, en veinticuatro metros con setenta
centesimas de otro (24.70) con terrenos propiedad de West India Machinery and
Supply Company; por el Este, en cuarenta y cinco metros con veintinueve
centesimas de otra (45.29) con la calle A del Desarrollo Industrial
Constitucion; y por el Oeste, en cuarenta y cinco (45.00) metros con el solar
"B-11" del Desarrollo Industrial Constitucion. Contiene un edificio de acero
reforzado."

         This property is recorded in the Registry at page 189 of volume 466 of
Monacillos, property number 16,696 (hereinafter referred to as "Parcel B").

         Parcel B was acquired by the Mortgagor pursuant to Deed Number Fourteen
(14) executed in San Juan, Puerto Rico on October twenty-second (22nd), nineteen
hundred ninety-nine (1999) before Notary Public Francisco Janer Martinez, which
is filed and pending recordation at entry 135 of volume number 583 of the Book
of Daily Entries of the Registry.


         Parcel B is subject to the following liens and encumbrances:

                  One. By its origin:

                                                                            -23-

<PAGE>   24

                           (i) Easement in favor of the Puerto Rico Electric and
                  Power Authority;

                           (ii) Easement in favor of the Municipality of San
                  Juan; and


                           (iii) Restrictive covenants.

                  Two. By itself, it is free and clear of liens and
         encumbrances.

         PARCEL C: "URBANA: Solar identificado con los numeros ONCE y DOCE (11 y
12) del bloque marcado con la letra "B" del Desarrollo Industrial Constitucion
situado en el Barrio Jesus T. Pinero, Rio Piedras, San Juan, Puerto Rico;
compuesto de una cabida superficial de DOS MIL SETENTA (2,070) METROS CUADRADOS;
colindante por el Norte, en cuarenta y seis (46.00) metros, con la Calle "B" del
Desarrollo Industrial Constitucion; por el Sur, en cuarenta y seis (46.00)
metros, con la West India Machinery & Supply Company; por el Este, en cuarenta y
cinco (45.00) metros, con el solar B-Diez (B-10) del Desarrollo Industrial
Constitucion; y por el Oeste, en cuarenta y cinco (45.00) metros, con el solar
B-Trece (B-13) del Desarrollo Industrial Constitucion.

         En el mencionado solar ubica hoy un edificio de acero y concreto de
aproximadamente diez y seis mil seiscientos cincuenta y cinco (16,655) pies
cuadrados (sin incluir segundo piso de una oficina) que incluye un area
refrigerada ("freezer-cooler") de aproximadamente seis mil seiscientos cincuenta
(6,650) pies cuadrados, un area de oficinas, tres cuartos de bano y un "locker
room"."

         This property is recorded in the Registry at the overleaf of page 6 of
volume 466 of Monacillos, property number 17,301 (hereinafter referred to as
"Parcel C").

         Mortgagor acquired Parcel C pursuant to Deed Number Fifteen (15)
executed in San Juan, Puerto Rico on October twenty-second (22nd), nineteen
hundred ninety-nine (1999) before Notary Public Francisco Janer Martinez, which
is filed and pending recordation at entry 253 of volume number 583 of the Book
of Daily Entries of the Registry.

         Parcel C is subject to the following liens and encumbrances:

                  One. By its origin:

                           (i) Restrictive covenants;

                                                                            -24-

<PAGE>   25

                           (ii) Easement in favor of the Puerto Rico Electric
                  Power Authority; and

                           (iii) Easement in favor of the Municipality of San
                  Juan.

                  Two. By itself:

                           Mortgage securing payment of a mortgage note payable
to bearer in the principal amount of THREE HUNDRED THOUSAND DOLLARS ($300,000)
at an interest rate of twelve percent (12%) per annum constituted pursuant to
Deed Number Six (6) executed in San Juan, Puerto Rico on December thirty-one
(31), nineteen hundred seventy-nine (1979) before Notary Public Enrique Cardona
Diaz, which is recorded in the Registry at the overleaf of page 6 of volume 466
of Monacillos, property number 17,301. The foregoing mortgage was cancelled
pursuant to Deed Number Five (5) executed on October twenty-second (22nd),
nineteen hundred ninety-nine (1999), in San Juan, Puerto Rico, before Notary
Public Hector Saldana Egozcue, a certified copy of which is filed and pending
recordation at entry 133 of volume number 583 of the Book of Daily Entries of
the Registry.

         TWENTY-THIRD: Miscellaneous:

                  (a) The headings of the clauses of this Mortgage have been
         inserted for convenience or reference only and shall in no way define,
         modify or restrict any of the provisions hereof;

                  (b) If any one or more of the provisions contained herein or
         in the Mortgage Note shall be held invalid, illegal or unenforceable in
         any respect, such invalidity, illegality or unenforceability shall not
         affect any other provisions hereof or thereof, but each shall be

                                                                            -25-
<PAGE>   26


         considered as if such illegal, invalid or unenforceable provision had
         never been included;

                  (c) No failure or delay on the part of the Mortgagee in
         exercising any power or right hereunder shall operate as a waiver
         thereof or a waiver of any other term, provision or condition hereof
         (no single or partial exercise of any such right or power shall
         preclude any other or further exercise thereof or the exercise of any
         other right or power hereunder) and all rights and remedies of the
         Mortgagee hereunder are cumulative and shall not be deemed exclusive of
         any rights or remedies provided by law;

                  (d) Should the Mortgagor satisfy the Mortgage Note and the
         obligations for which the Mortgage Note is pledged or assigned as
         collateral security in the time and manner heretofore set forth, and
         respectively, comply with, and diligently execute all agreements and
         stipulations herein set forth, then the Mortgagee shall execute in its
         favor the corresponding release and cancellation of this Mortgage.

                  (e) No change, amendment, modification, cancellation or
         discharge of this Mortgage, or any part hereof, shall be valid unless
         contained in a public instrument signed by Mortgagor and Mortgagee
         hereto or their respective successors and assigns.

              TWENTY-FOURTH: Environmental Matters:

                  (a) Hazardous Substances. Except to the extent that failure to
         comply would not have a material adverse effect on the Mortgagor or the
         Mortgaged Property and/or would not result in or create an encumbrance,
         charge or claim of any kind upon the
                                                                            -26-

<PAGE>   27

         Mortgaged Property, the Mortgagor shall:

                           (i) not store (except in compliance with all laws,
                  ordinances, and regulations pertaining thereto), dispose of,
                  release or allow the release of any hazardous substance, solid
                  waste or oil, as defined in forty-two (42) United States Code
                  ("USC") Sections nine six zero one (9601) et sequitur,
                  forty-two (42) USC Sections six nine zero one (6901) et
                  sequitur, fifteen (15) USC sections two six zero one (2601) et
                  sequitur, and the regulations promulgated thereunder, and all
                  applicable federal, state and local laws, rules and
                  regulations, on the Mortgaged Property;

                           (ii) neither directly nor indirectly transport or
                  arrange for the transport of any hazardous substance or oil
                  (except in compliance with all laws, ordinances and
                  regulations pertaining thereto);

                           (iii) in the event of any change in the laws
                  governing the assessment, release or removal of hazardous
                  substances, which change would lead a prudent lender to
                  require additional testing to avail itself of any statutory
                  insurance or limited liability, take all such action
                  (including, without limitation, the conducting of engineering
                  tests at the sole expense of the Mortgagor) to confirm that no
                  hazardous substance or oil is or ever was stored, released or
                  disposed of on the Mortgaged Property; and

                           (iv) provide the Mortgagee with written notice: (aa)
                  upon the Mortgagor obtaining knowledge of the release of any
                  hazardous substance or oil at or from the Mortgaged Property;
                  (bb) upon the

                                                                            -27-
<PAGE>   28


                  Mortgagor's receipt of any notice to such effect from any
                  federal, state, or other governmental authority making an
                  assessment of any expense incurred in connection with the
                  containment, removal or remediation of any hazardous substance
                  or oil at or from the Mortgaged Property, for which the
                  Mortgagor may be liable or for which expense a lien may be
                  imposed on the Mortgaged Property.


                  For purposes of this section, the terms "hazardous substance"
         and "release" shall have the meanings specified in the Comprehensive
         Environmental Response, Compensation and Liability Act of nineteen
         hundred eighty (1980), forty two (42) USC Sections nine six zero one
         (9601) et sequitur, ("CERCLA") and the terms "solid waste" and
         "disposal" (or "disposed") shall have the meanings specified in the
         Resource Conservation and Recovery Act of nineteen hundred seventy six
         (1976), forty two (42) USC Sections six nine zero one (6901) et
         sequitur, ("RCRA") and regulations promulgated thereunder; provided, in
         the event either CERCLA or RCRA is amended so as to broaden the meaning
         of any term defined thereby, such broader meaning shall apply as of the
         effective date of such amendment and provided further, to the extent
         that the laws of the jurisdiction where the Mortgaged Property is
         located establish a meaning for "hazardous substance", "release",
         "solid waste", or "disposal" which is broader than specified in either
         CERCLA and RCRA, such broader meaning shall apply.

         (b) Environmental Assessment. In addition to the Mortgagee's rights
under Section (a) (iii), the


                                                                            -28-
<PAGE>   29

Mortgagee may, if it has reasonable basis for such request, without regard to
whether Mortgagor is in default hereunder or under the Mortgage Note, require
that Mortgagor obtain one or more environmental assessments of the Mortgaged
Property prepared by a geohydrologist, an independent engineer or other
qualified consultant or expert approved by the Mortgagee evaluating or
confirming (i) whether any hazardous substances or other toxic substances are
present in the soil or water at or adjacent to the Mortgaged Property and (ii)
whether the use and operation of the Mortgaged Property comply with all
applicable federal, state and local laws, rules and regulations (herein called
"Environmental Laws") relating to air quality, environmental control, release of
oil, hazardous material, hazardous wastes and hazardous substances, and any and
all other applicable environmental laws. Environmental assessments may include
detailed visual inspections of the Mortgaged Property including, without
limitation, any and all storage area, and the taking of soil samples, surface
water samples and ground water samples, as well as such other investigations or
analyses as are necessary or appropriate for a complete determination of the
compliance of the Mortgaged Property and the use and operation thereof with all
applicable Environmental Laws.

                                   ACCEPTANCE

         The appearing party ratifies, confirms and accepts this Deed because
the same has been drawn in accordance with its instructions.

         I, the Notary, do hereby certify that this

                                                                            -29-
<PAGE>   30


document was read by the appearing party; that I, the Notary, and the said
appearing party can read and understand the English language; that I the Notary,
advised the appearing party of the legal effects of this document in particular
to the following: (a) that title reports were prepared by an independent third
party and not by the undersigned Notary; (b) that a certified copy of this deed
must be presented for recordation in the corresponding section of the Registry
of the Property; (c) of the possibility that other documents affecting the
rights herein created are presented for recordation prior to the execution
and/or presentation of a certified copy of this deed and of the preference or
seniority that said intervening liens, encumbrances and/or rights may gain by
such prior execution or earlier presentation to the Registry of the Property;
(d) of the desirability of verifying the status of liens and encumbrances on the
Property as may appear from the Registry of the Property on this date and of the
adverse consequences which may result from the failure to do so; and (e) of the
possible existence and pendency of additional unrecorded statutory liens and
real property taxes (including the statutory legal mortgage in favor of the
Commonwealth of Puerto Rico).

         I, the Notary, do hereby certify that the appearing party after reading
this Deed, signed the same, and initialed every page hereof in my presence; that
this document was executed by the party before me, the Notary, after waiving his
right to request the presence of witnesses of which

                                                                            -30-
<PAGE>   31


right I appraised him.

         I, the Notary, do hereby ATTEST.

         (signed) Ernesto Carattini.

         (signed, sealed, marked and flourished) Alfredo Alvarez Ibanez.


                                                                            -31-