Exhibit 99.4


         DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE
        FILING AND ASSIGNMENT OF LEASES, RENTS, AND SECURITY DEPOSITS
                           (RALEIGH, NORTH CAROLINA)


     DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND
ASSIGNMENT OF LEASES, RENTS, AND SECURITY DEPOSITS (RALEIGH, NORTH CAROLINA),
dated as of February __, 2002 (together with all amendments and supplements,
this Security Instrument), is made by SHELBOURNE PROPERTIES II L.P., a Delaware
limited partnership, as successor by merger to High Equity Partners L.P.- Series
86, a Delaware limited partnership (Borrower), having its principal office at
c/o Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022-6030, to
Chicago Title Insurance Company, a Missouri corporation as Trustee (Trustee),
having an address at One Exchange Plaza, Raleigh, North Carolina, 27602, for the
benefit of SHELBOURNE MANAGEMENT LLC, a Delaware limited liability company,
having an address at c/o NorthStar Capital Investment Corp., 527 Madison Avenue,
16th Floor, New York, New York 10022 (together with its successors and assigns,
Lender).

                                    RECITALS

     WHEREAS, Borrower is the owner of (i) the real property commonly known as
6325 Falls of the Neuse Road located in the City of Raleigh, County of Wake and
State of North Carolina such ownership interest being comprised of a fee simple
interest in the land described in Exhibit A attached hereto and made a part
hereof (the Land) and (ii) title to the Improvements (as hereinafter defined);
and

     WHEREAS, pursuant to a Secured Promissory Note (together with all
amendments, replacements and supplements, the Note), dated the date hereof, made
by Borrower in favor of Lender has agreed to make a loan (the Loan) in the
maximum principal amount of $23,658,488 (the Principal Amount) as evidenced by
the Note; and

     WHEREAS, Borrower and Lender intend these Recitals to be a material part of
this Security Instrument.

                              SECURED INDEBTEDNESS

     NOW, THEREFORE, in consideration of the Loan to Borrower evidenced by the
Note and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Borrower hereby agrees as follows:


     TO SECURE:


<PAGE>


               (i) payment and performance of all covenants, conditions,
          liabilities and obligations of Borrower to Lender contained in the
          Note and the other Loan Documents,

               (ii) payment of the indebtedness evidenced by, the Note plus all
          interest and all fees payable thereunder; and

               (iii) payment and performance of all covenants, conditions,
          liabilities and obligations contained in this Security Instrument and
          any extensions, renewals or modifications hereof; and

               (iv) payment and performance of all covenants, conditions,
          liabilities and obligations of Borrower contained in each of the other
          Loan Documents (as defined below); and

               (v) without limiting the foregoing, payment of all indebtedness,
          liabilities, and amounts from time to time incurred by Lender pursuant
          to the Note, this Security Instrument or such other Loan Documents,
          even if the aggregate amount of the monetary obligation outstanding
          at any one time exceeds the face amount of the Note (all of the
          foregoing indebtedness, monetary liabilities and obligations set forth
          in clauses (i) through (iv) above and this clause (v), collectively,
          the Indebtedness); and

               (vi) payment of the obligation of Borrower to pay the
          "Reacquisition Price" (as defined in Section 5.3 of that certain
          Purchase and Contribution Agreement, dated as of February 14, 2002, by
          and among Presidio Capital Investment Company, LLC ("PCIC"), certain
          subsidiaries of PCIC listed on the signature pages thereto, NorthStar
          Capital Investment Corp., Shelbourne Management LLC, Shelbourne
          Properties I, Inc., Shelbourne Properties II, Inc., and Shelbourne
          Properties III, Inc., Shelbourne Properties I, L.P., Shelbourne Proper
          ties II, L.P., and Shelbourne Properties III, L.P. (the "Purchase
          Agreement")); and

               (vii) payment of the Indebtedness together with the payment and
          performance of all other covenants, conditions, liabilities and
          obligations described and set forth in clauses (i) through (vi) above
          and in this clause (vii), collectively, the Obligations.

                                GRANTING CLAUSES

     NOW, THEREFORE, THIS SECURITY INSTRUMENT WITNESSETH: that Borrower, in
consideration of the premises, the Indebtedness evidenced by the Note, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged (a) has mortgaged, warranted, granted, bargained, sold, alienated,
released, confirmed, conveyed,


<PAGE>


pledged and assigned, and (b) by these presents does hereby irrevocably grant
and create a first priority Lien on and security interest in, subject to the
provisions hereof and of the other Loan Documents and subject to all existing
Liens and encumbrances, and does hereby GRANT, SELL, TRANSFER, SET OVER, ASSIGN
AND CONVEY A SECURITY INTEREST IN AND PLEDGE TO TRUSTEE, IN TRUST, WITH THE
POWER OF SALE AND RIGHT OF ENTRY, IN TRUST AND POSSESSION, for the benefit and
use of Lender and its successors and assigns forever, all its estate, right,
title and interest now owned or hereafter acquired in, to and under any and all
the property (collectively, the Property) described in the following Granting
Clauses:

          (A) the Land

          (B) all additional lands, estates and development rights hereafter
     acquired by Borrower and necessary for the operation of the Land or the
     development of the Land and all additional lands and estates therein which
     may, from time to time, by supplemental deed of trust or otherwise, be
     expressly made subject to the lien of this Security Instrument;

          (C) all of Borrower's right, title and interest in and to the
     buildings, foundations, structures, improvements and fixtures now or
     hereafter located or erected on the Land (the Improvements);

          (D) all of Borrower's right, title and interest in and to (i) all
     streets, avenues, roads, alleys, passages, places, sidewalks, strips and
     gores of land and ways, existing or proposed, public or private, adjacent
     to the Land, and all reversionary rights with respect to the vacation of
     said streets, avenues, roads, alleys, passages, places, sidewalks and ways
     in the land lying thereunder; (ii) all air, light, lateral support,
     development, drainage, oil, gas and mineral rights, options to purchase or
     lease, waters, water courses and riparian rights now or hereafter
     pertaining to or used in connection with the Land and/or the Improvements;
     (iii) all and singular, the tenements, hereditaments, rights of way,
     easements, appendages and appurtenances and property now or hereafter
     belonging or in any way appertaining to the Land and/or the Improvements;
     and (iv) all estate, right, title, claim or demand whatsoever, either at
     law or in equity, in possession or expectancy, of, in and to the Land
     and/or the Improvements (collectively, the Appurtenances);

          (E) all of Borrower's right, title and interest in and to the
     machinery, appliances, apparatus, equipment, fittings, fixtures,
     materials, articles of personal property and goods of every kind and nature
     whatsoever used in connection with the Land and/or the Improvements and all
     additions to and renewals and replacements thereof, and all substitutions
     therefor, now or hereafter affixed to, attached to, placed upon or located
     upon or in the Land and/or the Improvements, or any part thereof, and used
     in connection with the use, ownership, management, maintenance, enjoyment
     or operation of the Land and/or the Improvements in any present or future
     occupancy or use thereof and now owned or leased (to the extent permitted
     by the applicable Lease) or hereafter owned or


<PAGE>


     leased by Borrower, including, but without limiting the generality of the
     foregoing, all heating, lighting, laundry, cooking, incinerating, loading,
     unloading and power equipment, boilers, dynamos, engines, pipes, pumps,
     tanks, motors, conduits, switchboards, plumbing, lifting, cleaning, fire
     prevention, fire extinguishing, refrigerating, ventilating and
     communications apparatus, air cooling and air conditioning apparatus,
     building materials and equipment, elevators, escalators, carpeting, shades,
     draperies, awnings, screens, doors and windows, blinds, furnishings (other
     than equipment and personal property of tenants or guests of the Land
     and/or the Improvements, or any part thereof) (hereinafter collectively
     called Building Equipment);

          (F) all of Borrower's right, title and interest as lessor or licensor,
     as the case may be, in, to and under all leases, subleases, underlettings,
     concession agreements and licenses of the Property or any part thereof, now
     existing or hereafter entered into by Borrower including, without
     limitation, any cash and securities deposited thereunder (collectively,
     Leases), the grant of such cash and securities hereunder being expressly
     subject to the provisions of the applicable Leases and all of Borrower's
     right, title and interest, subject to the provisions of Section 5, in the
     right to receive and collect the revenues, income, rents, issues, profits,
     royalties and other benefits payable under any of the Leases (collectively,
     Rents), and all revenues, income, rents, issues and profits otherwise
     arising from the use or enjoyment of all or any portion of the Property;

          (G) all of Borrower's right, title and interest in and to all
     proceeds, judgments, claims, compensation, awards or payments hereafter
     made to Borrower for the taking, whether permanent or temporary, by
     condemnation, eminent domain, or for any conveyance made in lieu of such
     taking, of the whole or any part of the Property, including, without
     limitation, all proceeds, judgments, claims, compensation awards or
     payments for changes of grade of streets or any other injury to or decrease
     in the value of the Property, whether direct or consequential, which awards
     and payments are hereby assigned to Lender, who is hereby authorized to
     collect and receive the proceeds thereof and to give proper receipts and
     acquittances therefor, and to apply the same toward the payment of the
     Indebtedness in such order as Lender may determine in accordance with the
     provisions of this Security Instrument without regard to the adequacy of
     Lender's security hereunder and notwithstanding the fact that the amount
     thereof may not then be due and payable, and toward the payment of
     reasonable counsel fees, costs and disbursements incurred by Lender in
     connection with the collection of such awards or payments; and Borrower
     hereby agrees, upon request, to make, execute and deliver any and all
     further assignments and other instruments sufficient for the purpose of
     confirming this assignment of said proceeds, judgments, claims,
     compensation awards or payments to Lender, free, clear and discharged of
     any encumbrances of any kind or nature whatsoever;

          (H) all of Borrower's right, title and interest in and to all unearned
     premiums paid under insurance policies now or hereafter obtained by
     Borrower to the extent the same insure the Property and any other insurance
     policies required to be maintained hereunder to the extent the same insure
     the Property, including, without limitation,


<PAGE>


     liability insurance policies and Borrower's interest in and to all proceeds
     of the conversion and the interest payable thereon, voluntary or
     involuntary, of the Property, or any part thereof, into cash or liquidated
     claims including, without limitation, proceeds of casualty insurance, title
     insurance or any other insurance maintained on or with respect to the
     Property (other than liability insurance);

          (I) all right, title and interest of Borrower in and to all
     extensions, improvements, betterments, renewals, substitutes and
     replacements of, and all additions and Appurtenances to, the Property,
     hereafter acquired by or released to Borrower or constructed, assembled or
     placed by Borrower on the Property, and all conversions of the security
     constituted thereby; immediately upon such acquisition, release,
     construction, assembling, placement or conversion, as the case may be, and
     in each such case, to the extent permitted by law, without any further
     mortgage, conveyance, assignment or other act by Borrower, all such
     extensions, improvements, betterments, renewals, substitutes and
     replacements shall become subject to the Lien of this Security Instrument
     as fully and completely, and with the same effect, as though now owned by
     Borrower and specifically described herein;

          (J) all of Borrower's right, title and interest in, to and under, to
     the extent the same may be encumbered or assigned by Borrower pursuant to
     the terms thereof without occurrence of a breach or default thereunder and
     to the extent permitted by applicable law, and without impairment of the
     validity or enforceability thereof, (i) any reciprocal easement agreements
     and all contracts and agreements relating to the Property (other than the
     Leases), and other documents, books and records related to the ownership
     and operation of the Property; (ii) to the extent permitted by law all
     Licenses, warranties, guaranties, building permits and government approvals
     relating to or required for the construction, completion, occupancy and
     operation of the Property; (iii) all plans and specifications for the
     construction of the Improvements, including, without limitation,
     installations of curbs, sidewalks, gutters, landscaping, utility
     connections and all fixtures and equipment necessary for the construction,
     operation and occupancy of the Improvements; and (iv) all such other
     contracts and agreements (other than the Leases) from time to time executed
     by Borrower relating to the ownership, leasing, construction, maintenance,
     operation, occupancy or sale of the Property, together with all rights of
     Borrower to compel performance of the terms of such contracts and
     agreements;

          (K) to the extent the same may be encumbered or assigned by Borrower
     pursuant to the terms thereof and to the extent permitted by law, all of
     Borrower's right, title and interest in, to and under credit card
     receivables, escrows, documents, instruments, and general intangibles, as
     the foregoing terms are defined in the UCC (as hereinafter defined), in any
     case which now or hereafter relate to, are derived from, or are used in
     connection with the Property, and all contract rights, franchises, books,
     records, plans, specifications, Licenses, actions and causes of action
     which now or hereafter relate to, are derived from or used in connection
     with the Property or the use, operation, maintenance, occupancy or
     enjoyment thereof or the conduct of any business or activities


<PAGE>


     thereon (collectively, the property described in the foregoing paragraphs
     (F), (G), (H), (J) and this paragraph (K), the Intangibles);

          (L) all of Borrower's right, title and interest in all proceeds, both
     cash and noncash, of the foregoing which may be sold or otherwise be
     disposed of pursuant to the terms hereof.

     UPON CONDITION that, until the happening of an Event of Default (as
hereinafter defined), Borrower shall be permitted to possess and use the
Property, and to use the rents, issues, profits, revenues and other income of
the Property as provided in this Security Instrument, the Note and the other
Loan Documents.

                                    HABENDUM

     TO HAVE AND TO HOLD THE PROPERTY hereby conveyed, or mentioned and intended
so to be, whether now owned or held or hereafter acquired, subject only to the
terms hereof, unto Lender, its successors and assigns, forever, upon the terms
and conditions set forth herein and to secure the performance of, and compliance
with, the obligations, covenants and conditions of this Security Instrument and
the other Loan Documents all as herein set forth until the incurrence of the
Refinancing Indebtedness (as defined in the Purchase Agreement) of the Borrower.
Upon the incurrence of such Refinancing Indebtedness, Lender shall release and
discharge the lien of this Security Instrument and shall provide Borrower with
all necessary and customary documentation to evidence any such release,
including, without limitation, the assignment of this Security Instrument, upon
the request of Borrower, to any other lender providing refinancing of the Loan.

     1. DEFINITIONS. Wherever used in this Security Instrument, the following
terms, and the singular and plural thereof, shall have the following meanings.
All capitalized terms used but not otherwise defined herein shall have the
meanings assigned to them in the Note:

     Appurtenances: Shall have the meaning provided in Granting Clause (D).

     Borrower: Shall have the meaning provided in the Introductory Paragraph.

     Business Day shall mean any day other than a Saturday, Sunday or any other
day on which national banks in New York are not open for business.

     Closing Date: Shall mean the date of this Security Instrument.

     Default Rate: Shall have the meaning provided in Section 9 hereof.

     Events of Default: Shall mean the occurrence of an "Event of Default"
pursuant to the Note or any other Loan Document, if any.

<PAGE>


     Indebtedness: Shall have the meaning provided in Recitals.

     Intangibles: Shall have the meaning provided in Granting Clause (K).

     Land: Shall have the meaning provided in the Recitals.

     Leases: Shall have the meaning provided in Granting Clause (F).

     Lender: Shall have the meaning provided in the Recitals.

     Licenses: Shall mean all certifications, permits, licenses and approvals,
including without limitation, liquor licenses, certificates of completion and
occupancy permits required of Borrower for the legal use, occupancy and
operation of the Improvements on the parcel of Land as a retail building.

     Lien shall mean any mortgage, deed of trust, lien, pledge, hypothecation,
assignment, security interest, or any other similar encumbrance or charge on or
affecting the Property, any portion thereof or any interest therein, including,
without limitation, any conditional sale or other title retention agreement,
any financing lease having substantially the same economic effect as any of the
foregoing, the filing of any financing statement, and mechanic's, materialmen's
and other similar liens and encumbrances

     Loan: Shall have the meaning provided in the Recitals.

     Note: Shall have the meaning provided in the Recitals.

     Person shall mean any individual, corporation, partnership, joint venture,
limited liability company, estate, trust, unincorporated association, any
federal, state, county or municipal government or any bureau, department or
agency thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.

     Principal Amount: Shall have the meaning provided in the Recitals.

     Property: Shall have the meaning provided in the recitals to the Granting
Clause.

     Trustee: Shall have the meaning provided in the Recitals.

     UCC: Shall mean the Uniform Commercial Code as in effect in the State of
North Carolina.

     The words "hereof," "herein" and "hereunder" and words of similar import
when used in this Security Instrument shall refer to this Security Instrument as
a whole and not to any particular provision of this Security Instrument, and
section, schedule and exhibit references are to this Security Instrument unless
otherwise specified. The words "includes" and "including" are


<PAGE>


not limiting and mean "including without limitation."

     In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including;" the words "to" and
"until" each mean "to but excluding," and the word "through" means "to and
including."

     References to agreements and other documents shall be deemed to include all
subsequent amendments and other modifications thereto executed in writing by all
of the parties thereto and, if Lender's consent was required for the original of
any such document, consented to by Lender. All references in this Security
Instrument to the plural of any document described herein shall mean all of such
documents collectively.

     References to statutes or regulations are to be construed as including all
statutory and regulatory provisions consolidating, amending, or replacing the
statute or regulation.

     The captions and headings of this Security Instrument are for convenience
of reference only and shall not affect the construction of this Security
Instrument.

     Borrower represents and warrants to, and covenants and agrees with, Lender
as follows:

     2. WARRANTY.

          (a) Title. Borrower represents and warrants that Borrower owns good
     and insurable fee title to the Property. This Security Instrument, upon its
     due execution and proper recordation, is and will remain a valid and
     enforceable (and, with respect to all personalty as to which security
     interests are governed by the UCC, upon proper recordation and the filing
     of a financing statement) perfected first Lien on and security interest on
     Borrower's right, title and interest in and to Property, subject to all
     existing Liens and encumbrances.

          (b) All Property. This Security Instrument grants to Lender a lien on,
     and security interest in, all of Borrower's right, title and interest in
     and to all of the real property, personal property, equipment and fixtures
     currently used in the operation of the business located on the Property
     (other than equipment and personal property of tenants or guests of the
     Land and/or the Improvements, or any part thereof).


          (c) Enforceability of Security Instrument. This Security Instrument is
     the legal, valid and binding obligation of Borrower, enforceable against
     Borrower in accordance with its terms.

     3. AFFIRMATIVE COVENANTS.

          (a) Payment of Obligations. Borrower shall promptly pay when due the
     principal of and interest on the Indebtedness and all other payment
     Obligations, all in lawful


<PAGE>


     money of the United States of America in accordance with the Note, and
     shall further perform fully and in a timely manner all Obligations of
     Borrower. All sums payable by Borrower hereunder shall be paid without
     demand, counterclaim (other than mandatory counterclaims), offset or
     deduction (except as required by law). Borrower waives all rights now or
     hereafter conferred by statute or otherwise to any such demand,
     counterclaim (other than mandatory counterclaims), setoff or deduction.

          (b) Performance and Observance of Covenants. Borrower will duly
     perform, observe and comply with all of the affirmative and negative
     covenants, agreements and obligations to be performed, observed and
     complied with by Borrower, and all of the other terms and conditions
     applicable to Borrower, under the terms of the Note and any other Loan
     Document, as if each such covenant, agreement, obligation, term and
     condition were expressly set forth herein in full. Without limiting the
     generality of the foregoing, Borrower will maintain the Property, pay all
     taxes and other similar charges, obtain, pay and maintain insurance, keep
     the Property free of Liens, pay the utility charges for the Property,
     perform alterations and repairs in respect of the Property, cause the
     Property to comply with all laws and other legal requirements, restore the
     Property upon any casualty or condemnation, and lease the Property in the
     ordinary course of business, all in accordance with and subject to all of
     the applicable terms and conditions of this Security Instrument, the Note
     and the other Loan Documents.

          (c) Insurance. Borrower shall, at its sole cost and expense,
     continuously keep and maintain insurance in respect of the Property and
     Borrower's operations thereat, of the type and in the form and with
     insurers, as is normal and customary for similar property and is consistent
     with Borrower's current practices or as is reasonably acceptable to Lender.
     All proceeds to which Borrower may be entitled resulting from damage to or
     destruction of the Property or any part hereof by a casualty or a
     condemnation shall first be distributed and applied towards the restoration
     of the Property and to the extent not restored or there remains excess
     proceeds after such restoration, such proceeds shall be paid and applied,
     at the election of Lender, to the repayment of the Loan and any
     Obligations, without penalty or premium, and then any remainder distributed
     to the Borrower.

          (d) Maintenance of Validity and Recording.

               (i) Borrower covenants that it will forthwith after the execution
          and delivery of this Security Instrument and thereafter as necessary
          from time to time cause this Security Instrument and the other Loan
          Documents and any continuation statement or similar instrument
          relating to any property subject thereto or to any property intended
          to be encumbered, granted, conveyed, transferred and assigned by this
          Security Instrument to be filed, registered and recorded in such
          manner and in such places as may be required by law in order to
          publish notice of and fully to protect the validity thereof or the
          grant thereby of the property subject thereto and the interest and
          rights of Lender therein.

               (ii) Borrower shall maintain the validity, perfection, priority
          and


<PAGE>


          effectiveness of this Security Instrument and the other Loan
          Documents. Unless otherwise permitted in this Security Instrument and
          the other Loan Documents, Borrower will not take any action, will not
          permit action to be taken by others and will not omit to take any
          action, nor will Borrower give any notice, approval or consent or
          exercise, waive or modify any rights under or in respect of the
          Property, which action, omission, notice, approval, consent or
          exercise, waiver or modification of rights would release Borrower
          from, or reduce any of Borrower's obligations or liabilities under, or
          would result in the termination, surrender or assignment of, or the
          amendment or modification of, any of the Loan Documents, or would
          impair the validity of this Security Instrument or any of the other
          Loan Documents, or would affect the current use and operation of the
          Property in any material adverse respect, without Lender's consent,
          and any attempt to do any of the foregoing without such consent shall
          be of no force and effect.

               (iii) Borrower, at its expense, will execute, acknowledge and
          deliver all such instruments and take all such actions as Lender from
          time to time reason ably may request or as may be reasonably necessary
          or proper for the better assuring to Lender of the properties and
          rights now or hereafter subject to the Lien hereof or intended so to
          be.

     4. NEGATIVE COVENANTS. Borrower covenants and agrees that, without Lender's
prior written consent, Borrower shall not cause or permit:

          (a) any partition of the Property; or

          (b) any direct or indirect transfer of any interest in the Property
     except (A) with respect to normal and customary leases, easements or other
     encumbrances in all cases granted or demised in the ordinary course of
     business or (B) with the consent of the Lender, which consent shall not be
     unreasonably withheld, conditioned or delayed.

     5. LICENSE TO COLLECT RENTS. Lender and Borrower hereby confirm that for so
long as no Event of Default shall have occurred and is continuing, Lender has
granted to Borrower a revocable license to collect and use the Rents as they
become due and payable. Borrower further agrees to execute and deliver such
assignments of Leases and Rents as Lender may from time to time reasonably
request in order to better assure, transfer and confirm to Lender the rights
intended to be granted to Lender with respect thereto. Upon the occurrence and
during the continuance of an Event of Default (1) Borrower agrees that Lender
may, but shall not be obligated to, assume the management of the Property, and
collect the Rents, applying the same upon the Obligations, and (2) Borrower
hereby authorizes and directs all tenants, purchasers or other persons
occupying, utilizing or acquiring any interest in any part of the Property to
pay all Rents to Lender upon Lender's request. Upon the occurrence and during
the continuance of an Event of Default, Lender shall have and hereby expressly
reserves the right and privilege (but assumes no obligation), to demand,
collect, sue for, receive and recover the Rents, or any part thereof, now
existing or hereafter made, and apply the same in accordance with this Security
Instrument and applicable law.



<PAGE>


     6. SECURITY AGREEMENT. This Security Instrument constitutes a financing
statement and, to the extent required under UCC ss.9-402(f) because portions of
the Property may constitute fixtures, this Security Instrument is to be filed in
the office where a mortgage for the Land would be recorded. Lender also shall be
entitled to proceed against all or portions of the Property in accordance with
the rights and remedies available under UCC ss.9-501(d). Borrower is, for the
purposes of this Security Instrument, deemed to be the Debtor, and Lender is
deemed to be the Secured Party, as those terms are defined and used in the UCC.
Borrower agrees that the Indebtedness and Obligations secured by this Security
Instrument are further secured by security interests in all of Borrower's right,
title and interest in and to fixtures, equipment, and other property covered by
the UCC, if any, which are used upon, in, or about the Property (or any part) or
which are used by Borrower or any other person in connection with the Property.
Borrower grants to Lender a valid and effective first priority security
interest, subject to all existing Liens and encumbrances, in all of Borrower's
right, title and interest in and to such personal property (but only to the
extent permitted in the case of leased personal property), together with all
replacements, additions, and proceeds. Borrower agrees that, without the written
consent of Lender, which consent shall not be unreasonably withheld,
conditioned or delayed, no other security interest will be created under the
provisions of the UCC and no lease will be entered into with respect to any
goods, fixtures, equipment, appliances, or articles of personal property now
attached to or used or to be attached to or used in connection with the Property
except as otherwise permitted hereunder. Borrower agrees that all property of
every nature and description covered by the lien and charge of this Security
Instrument together with all such property and interests covered by this
security interest are encumbered as a unit, and upon and during the continuance
of an Event of Default by Borrower, all of the Property, at Lender's option, may
be foreclosed upon or sold in the same or different proceedings or at the same
or different time, subject to the provisions of applicable law. The filing of
any financing statement relating to any such property or rights or interests
shall not be construed to diminish or alter any of Lender's rights of priorities
under this Security Instrument.

     7. LEASE SUBORDINATION AND ATTORNMENT.

          (a) Leases To Be Subordinate. All new Leases entered into by Borrower
     after the date hereof shall by their express terms be subject and
     subordinate to this Security Instrument, the Note and each of the other
     Loan Documents (through a subordination provision contained in such Lease
     or otherwise) and shall provide that the Person holding any rights
     thereunder shall attorn to Lender or any other Person succeeding to the
     interests of Lender upon the exercise of its remedies hereunder or any
     transfer in lieu thereof on the terms set forth in this Security
     Instrument.

          (b) Attornment. Each new Lease entered into from and after the date
     hereof shall provide that in the event of the enforcement by Lender of any
     remedy under this Security Instrument or the Note, the tenant under such
     Lease shall, at the option of Lender or of any other Person succeeding to
     the interest of Lender as a result of such enforcement, attorn to Lender or
     to such Person and shall recognize Lender or such successor in the interest
     as lessor under such Lease without change in the provisions thereof;
     provided, however, Lender or such successor in interest shall not be liable
     for or bound by (i) any payment of an installment of rent or additional
     rent which


<PAGE>


     may have been made more than thirty (30) days before the due date of such
     installment, (ii) any act or omission of or default by Borrower under any
     such Lease (but the Lender, or such successor, shall be subject to the
     continuing obligations of the landlord to the extent arising from and after
     such succession to the extent of Lender's, or such successor's, interest in
     the Property), (iii) any credits, claims, setoffs or defenses which any
     tenant may have against Borrower, (iv) any obligation on Borrower's part,
     pursuant to such Lease, to perform any tenant improvement work or (vi) any
     obligation on Borrower's part, pursuant to such Lease, to pay any sum of
     money to any tenant. Each such tenant, upon the reasonable request by
     Lender or such successor in interest, shall execute and deliver an
     instrument or instruments confirming such attornment. At the request of any
     tenant that enters into a new Lease that is on prevailing market terms,
     Lender shall deliver to such tenant a subordination, nondisturbance and
     attornment agreement in form and substance reasonably acceptable to Lender.

     8. PROTECTION OF SECURITY; COSTS AND EXPENSES. Borrower shall appear in and
defend any action or proceeding of which it has notice purporting to affect the
security hereof or the rights or powers of Lender hereunder and shall pay all
costs and expenses actually incurred by Lender, including, without limitation,
cost of evidence of title and reasonable attorneys' fees and disbursements, in
any such action or proceeding, and in any suit brought by Lender to foreclose
this Security Instrument or to enforce or establish any other rights or remedies
of Lender hereunder upon the occurrence and during the continuance of an Event
of Default. If an Event of Default occurs and is continuing under this Security
Instrument or the Note, or if any action or proceeding is commenced in which it
becomes necessary to defend or uphold the lien or priority of this Security
Instrument or which adversely affects Lender or Lender's interest in the
Property or any part thereof, including, without limitation, eminent domain,
enforcement of, or proceedings of any nature whatsoever under any laws or other
legal requirement affecting the Property or involving Borrower's bankruptcy,
insolvency, arrangement, reorganization or other form of debtor relief, then
Lender, upon reasonable notice to Borrower, may, but without obligation to do so
and without releasing Borrower from any obligation hereunder, make such
appearances, disburse such reasonable sums and take such action as Lender
reasonably deems necessary or appropriate to protect Lender's interest in the
Property, including, but not limited to, disbursement of reasonable attorneys'
fees, entry upon the Property to make repairs or take other action to protect
the security hereof, and payment, purchase, contest or compromise of any
encumbrance, charge or lien which in the reasonable judgment of Lender appears
to be prior or superior hereto.

     9. LENDER'S RIGHT TO PERFORM. Upon the occurrence and during the
continuance of an Event of Default with respect to the performance of any of the
Obligations contained herein, Lender may, without waiving or releasing Borrower
from any Obligation or default under this Security Instrument, but shall not be
obligated to, at any time perform the Obligations giving rise to such Event of
Default, and the cost thereof, with interest at the rate set forth in Section 1
of the Note in the event that the Note is not repaid in full at or prior to the
Maturity Date (the Default Rate) from the date of payment by Lender to the date
such amount is paid by Borrower, shall immediately be due from Borrower to
Lender and the same shall be secured by this Security Instrument and shall be a
Lien on the Property prior to any right, title to, interest in or claim upon the
Property attaching subsequent to the Lien of this Security Instrument. No

<PAGE>


payment or advance of money by Lender under this Section 9 shall be deemed or
construed to cure Borrower's Event of Default or waive any right or remedy of
Lender hereunder.

     10. REMEDIES. Upon the occurrence and during the continuation of an Event
of Default hereunder or the Note, Lender (or Trustee, if required by Law) may
take such actions against Borrower, subject to Section 12 hereof, and/or against
the Property or any portion thereof as Lender (or Trustee, if required by Law)
determines is necessary to protect and enforce its rights hereunder, without
notice or demand except as set forth below or as required under applicable law.
Any such actions taken by Lender (or Trustee, if required by Law) shall be
cumulative and concurrent and may be pursued independently, singly,
successively, together or otherwise, at such time and in such order as Lender
(or Trustee, if required by Law) may determine in its sole discretion, to the
fullest extent permitted by law, without impairing or otherwise affecting the
other rights and remedies of Lender (or Trustee, if required by Law) permitted
by law, equity or contract or as set forth herein or in the other Loan
Documents. Lender's determination of appropriate action may be based on an
appropriate real estate or other consultant and/or counsel, and Lender may rely
conclusively on such advice. Borrower shall pay such consultants' and reasonable
attorneys' fees and expenses incurred by Lender and Trustee pursuant to this
Section 10. Such actions may include, without limitation, the following:

          (a) Acceleration. Subject to any applicable provisions of the Note and
     the other Loan Documents, Lender may declare all or any portion of the
     unpaid principal balance under the Note, together with all accrued and
     unpaid interest thereon, and all other unpaid Indebtedness, to be
     immediately due and payable.

          (b) Entry. Subject to the provisions and restrictions of applicable
     law, Lender, personally, or by its agents or attorneys, at Lender's
     election, may enter into and upon all or any part of the Property
     (including, but not limited to, the Land and Improvements and any part
     thereof), and may exclude Borrower, its agents and servants therefrom; and
     Lender, having and holding the same, may use, operate, manage and control
     the Property or any part thereof and conduct the business thereof, either
     personally or by its superintendents, managers, agents, servants, attorneys
     or receiver. Upon every such entry, Lender may, at the reasonable expense
     of the Property and/or Borrower, from time to time, either by purchase,
     repair or construction, maintain and restore the Property or any part
     thereof, and may insure and reinsure the same in such amount and in such
     manner as may seem to them to be advisable. Similarly, from time to time,
     Lender may, at the expense of Borrower (which amounts may be disbursed by
     Lender from the Property on behalf of Borrower), make all necessary or
     proper repairs, renewals, replacements, alterations, additions, betterments
     and improvements to and on the Property or any part thereof as it may seem
     advisable. Lender or its designee shall also have the right to manage and
     operate the Property or any part thereof and to carry on the business
     thereof and exercise all rights and powers of Borrower with respect
     thereto, either in the name of Borrower or otherwise, as may seem to them
     to be advisable. In confirmation of the grant made in Granting Clause (F)
     hereof, in the case of the occurrence and continuation of an Event of
     Default, Lender shall be entitled to collect and receive all Rents to be
     applied in the order of priorities and amounts as shall be provided for in
     Section 11 hereof. Lender shall be liable to account only for Rents and
     other proceeds actually received by Lender.


<PAGE>


          (c) Phase I Environmental Report. Lender may at its option obtain, in
     each instance, at its expense, a new phase I environmental report with
     respect to the Property, and such reasonable additional environmental
     studies as may be recommended in such phase I reports.

          (d) Power of Sale; Judicial Foreclosure. Lender (or Trustee, if
     required by law), with or without entry, personally or by its agents or
     attorneys, insofar as applicable, and in addition to any and every other
     remedy, shall have alternate remedies as follows:

               (i) Power of Sale. To the extent, and in the manner permitted by
          law, Lender (or Trustee, if required by law) may elect to exercise the
          non-judicial power of sale which is hereby conferred under the terms
          of this Security Instrument and as provided for by the statutes of the
          state in which the Property is located. The power of sale shall be
          exercised by notifying Trustee hereunder of that election and
          depositing with Trustee this Security Instrument or the original Note
          and receipts and evidence of expenditures made and secured hereby as
          Trustee may reasonably require. Trustee may, without further notice or
          demand, sell and convey the Property in accordance with applicable
          law. The Property may be sold as a whole or in separate lots, parcels
          or items and in such order as Lender (or Trustee, if required by law)
          may direct, at public auction to the highest bidder for cash in lawful
          money of the United States payable at the time of sale. Trustee shall
          deliver to such purchaser(s) good and sufficient deed or deeds
          conveying the property so sold, but without any covenant or warranty
          express or implied. The recitals in such deed of any matter or fact
          shall be conclusive proof of the truthfulness thereof. Any Person,
          including Borrower, Trustee or Lender, may purchase at any such sale.
          A sale of less then all of the Property or any defective or irregular
          sale made hereunder shall not exhaust the power of sale provided for
          herein, and subsequent sales may be made hereunder until all
          Obligations have been satisfied or the entire Property sold, without
          defect or irregularity. No action of Lender or Trustee based upon the
          provisions contained herein or contained in the applicable statutes,
          including, without limitation, the giving of the notice of default and
          election to sell or the notice of sale, shall constitute an election
          of remedies which would preclude Lender from pursuing judicial
          foreclosure before a completed sale pursuant to the power of sale
          contained herein.

               (ii) Judicial Foreclosure. Whether or not proceedings have
          commenced by the exercise of the power of sale above given, assuming
          the Event(s) of Default are uncured and continuing, then, subject to
          applicable law, Lender or the holder or holders of any the
          Obligations, in lieu of proceeding with the power of sale, may at its
          option declare the whole amount or any part, of the Indebtedness
          remaining unpaid immediately due and payable without notice, by suit
          or suits in equity or at law to foreclose the same. Appraisement of
          the Property is hereby waived at the option of Lender, that option to
          be exercised at or prior to the time judgment is rendered in the
          judicial foreclosure. The Property may be sold as one parcel or in
          such parcels as Lender may elect unless otherwise provided by law.
          Lender may be a purchaser of the Property or any part thereof or of
          any interest therein at any sale thereof, whether pursuant to power of
          sale, foreclosure or otherwise, and Lender may apply


<PAGE>



          the outstanding Indebtedness against the purchase price. Any purchaser
          shall, upon its purchase, acquire good title to the properties so
          purchased, free of the security interest and Lien of this Security
          Instrument.

     Lender (or Trustee, if required by law) may conduct any number of sales
from time to time. The power of sale shall not be exhausted by any one or more
such sales as to any part of the Property remaining unsold, but shall continue
unimpaired until the entire Property shall have been sold. Upon taking title to
the Property (whether by foreclosure, deed in lieu or otherwise) by Lender or
any other purchaser or assignee of the Property after an Event of Default,
Borrower shall assign and transfer all of its right, title and interest in and
to the Property to Lender. Borrower hereby irrevocably appoints Lender (or
Trustee, if required by law) as its attorney-in-fact to execute all documents
and take all actions necessary to effectuate such assignment and transfer,
provided that such power may only be exercised by Lender while an Event of
Default exists and is continuing.

          (e) Specific Performance. Lender, in its sole and absolute discretion,
may institute an action, suit or proceeding at law or in equity for the specific
performance of any covenant, condition or agreement contained herein or in the
Note or any other Loan Document, or in aid of the execution of any power granted
hereunder or for the enforcement of any other appropriate legal or equitable
remedy.

          (f) Enforcement of Note. To the extent permitted under the provisions
of applicable law, Lender may recover judgment on the Note (or any portion of
the Indebtedness evidenced thereby), either before, during or after any
proceedings for the foreclosure (or partial foreclosure) or enforcement of this
Security Instrument.

          (g) Sale of Property


               (i) Lender (or Trustee, if required by law) may postpone any sale
          of all or any part of the Property to be made under or by virtue of
          this Section 10 by public announcement at the time and place of such
          sale, or by publication, if required by law, and, from time to time,
          thereafter, may further postpone such sale by public announcement made
          at the time of sale fixed by the preceding postponement.

               (ii) Upon the completion of any sale made by Lender (or Trustee,
          if required by law) under or by virtue of this Section 10, Lender
          shall execute and deliver to the accepted purchaser or purchasers a
          good and sufficient deed or deeds or other appropriate instruments,
          conveying, assigning and transferring all its estate, right, title and
          interest in and to the property and rights so sold. Lender (or
          Trustee, if required by law) is hereby appointed the true and lawful
          irrevocable attorney-in-fact of Borrower in its name and stead or in
          the name of Lender (or Trustee, if required by law) to make all
          necessary conveyances, assignments, transfers and deliveries of the
          property and rights so sold, and, for that purpose, Lender may execute
          all necessary deeds and other instruments of assignment and transfer,
          and may substitute one or more persons with like power, Borrower
          hereby

<PAGE>


          ratifying and confirming all that such attorney or attorneys or such
          substitute or substitutes shall lawfully do by virtue hereof;
          provided, however, that such power of attorney shall be effective only
          for so long as an Event of Default shall exist and be continuing.
          Borrower shall, nevertheless, if so requested in writing by Lender (or
          Trustee, if required by law), ratify and confirm any such sale or
          sales by executing and delivering to Lender or to such purchaser or
          purchasers all such instruments as may be advisable, in the judgment
          of Lender, for such purposes and as may be designated in such request.
          Any such sale or sales made under or by virtue of this Section 10
          shall operate to divest all the estate, right, title, interest, claim
          and demand, whether at law or in equity, of Borrower in and to the
          property and rights so sold, and shall be a perpetual bar, at law and
          in equity, against Borrower, its successors and assigns and any Person
          claiming through or under Borrower and its successors and assigns.

               (iii) The receipt of Lender for the purchase money paid as a
          result of any such sale shall be a sufficient discharge therefor to
          any purchaser of the property or rights, or any part thereof, so sold.
          No such purchaser, after paying such purchase money and receiving such
          receipt, shall be bound to see to the application of such purchase
          money upon or for any trust or purpose of this Security Instrument, or
          shall be answerable, in any manner, for any loss, misapplication or
          non-application of any such purchase money or any part thereof, nor
          shall any such purchaser be bound to inquire as to the authorization,
          necessity, expediency or regularity of such sale.

               (iv) Upon any sale made under or by virtue of this Section 10,
          Lender may bid for and acquire the Property or any part thereof and,
          in lieu of paying cash therefor, may make settlement for the purchase
          price by crediting upon the Note secured by this Security Instrument
          the net proceeds of sale, after deducting there from the expense of
          the sale and the costs of the action and any other sums which Lender
          is authorized to deduct under this Security Instrument. The person
          making such sale shall accept such settlement without requiring the
          production of the Note or this Security Instrument, and there shall be
          deemed credited to the Indebtedness and Obligations under this
          Security Instrument the net proceeds of such sale. Lender, upon
          acquiring the Property or any part thereof, shall be entitled to own,
          hold, lease, rent, operate, manage or sell the same in any manner
          permitted by applicable laws.

     (h) Voluntary Appearance; Receivers. After the happening, and during the
continuance of, any Event of Default hereunder or pursuant to the Note, and
immediately upon commencement of (i) any action, suit or other legal proceeding
by Lender (or Trustee, if required by law) to obtain judgment for the principal
and interest on the Note and any other sums required to be paid pursuant to this
Security Instrument, or (ii) any action, suit or other legal proceeding by
Lender or Trustee of any other nature in aid of the enforcement of the Loan
Documents or any of them, Borrower will (a) enter their voluntary appearance in
such action, suit or proceeding, and (b) if required by Lender, consent to the
appointment, of one or more receivers of the Property and all of

<PAGE>


the Rents. After the happening of an Event of Default, or upon the filing of a
bill in equity to foreclose this Security Instrument or to enforce the specific
performance hereof or in aid thereof, or upon the commencement of any other
judicial proceeding to enforce any right of Lender or Trustee, Lender (or
Trustee, if required by law) shall be entitled, as a matter of right, if it
shall so elect, without notice to any other party and without regard to the
adequacy of the security of the Property, forthwith, either before or after
declaring the principal and interest on the Note to be due and payable, to the
appointment of such a receiver or receivers. Any receiver or receivers so
appointed shall have such powers as a court or courts shall confer, which may
include, without limitation, any or all of the powers which Lender or Trustee is
authorized to exercise by the provisions of this Section 10, and shall have the
right to incur such obligations and to issue such certificates therefor as the
court shall authorize.

     (i) UCC Remedies. Lender (or Trustee, if required by law) may exercise any
or all of the remedies granted to a secured party under the UCC, specifically
including, without limitation, the right to recover the reasonable attorneys'
fees and disbursements and other expenses incurred by Lender in the enforcement
of this Security Instrument or in connection with Borrower's redemption of the
Improvements or Building Equipment or Intangibles. Lender (or Trustee, if
required by law) may exercise its rights under this Security Instrument
independently of any other collateral or guaranty that Borrower may have granted
or provided to Lender in order to secure payment and performance of the
Obligations, and Lender shall be under no obligation or duty to foreclose or
levy upon any other collateral given by Borrower to secure any Obligation or to
proceed against any guarantor before enforcing its rights under this Security
Instrument.

     (j) Leases. Lender (or Trustee, if required by law) may, at its option,
before any proceeding for the foreclosure (or partial foreclosure) or
enforcement of this Security Instrument, treat any Lease which is subordinate by
its terms to the Lien of this Security Instrument as either subordinate or
superior to the Lien of this Security Instrument.

     (k) Other Rights. Lender (or Trustee, if required by law) may pursue
against Borrower any other rights and remedies of Lender permitted by law,
equity or contract or as set forth herein or in the Note or the other Loan
Documents.

     (l) Retention of Possession. Notwithstanding the appointment of any
receiver, liquidator or trustee of Borrower, or any of its property, or of the
Property or any part thereof, Lender, to the extent permitted by law, shall be
entitled to retain possession and control of all property now or hereafter
granted to or held by Lender under this Security Instrument.

     (m) Suits by Lender. All rights of action under this Security Instrument
may be enforced by Lender without the possession of the Note and without the
production thereof or this Security Instrument at any trial or other proceeding
relative thereto, provided, however, Lender shall in any event certify that it
is the current holder of the Note. Any such suit or proceeding instituted by
Lender shall be brought in the name of Lender and any recovery of judgment shall
be subject to the rights of Lender.

<PAGE>


     (n) Remedies Cumulative. No remedy herein (or pursuant to the Note or any
Loan Document) conferred upon or reserved to Lender or Trustee shall exclude any
other remedy, and each such remedy shall be cumulative and in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity.
No delay or omission of Lender or Trustee to exercise any right or power
accruing upon any Event of Default shall impair any such right or power, or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein. Every power and remedy given to Lender or Trustee by this
Security Instrument or any other Loan Document may be exercised from time to
time and as often as Lender or Trustee may deem expedient. Nothing in this
Security Instrument shall affect Borrower's obligations to pay the principal of,
and interest on, the Note in the manner and at the time and place expressed in
the Note.

     (o) Waiver of Rights. Borrower agrees that, to the fullest extent permitted
by law, it will not at any time, (1) insist upon, plead or claim or take any
benefit or advantage of any stay, extension or moratorium law, wherever enacted,
now or at any time hereafter in force, which may affect the covenants and terms
of performance of this Security Instrument or any Loan Document, (2) claim, take
or insist upon any benefit or advantage of any law, now or at any time hereafter
in force, providing for valuation or appraisal of the Property, or any part
thereof, prior to any sale or sales thereof which may be made pursuant to any
provision herein contained, or pursuant to the decree, judgment or order of any
court of competent jurisdiction, or (3) after any such sale or sales, claim or
exercise any right under any statute heretofore or hereafter enacted by the
United States or any State or otherwise to redeem the property and rights sold
pursuant to such sale or sales or any part thereof. Borrower hereby expressly
waives all benefits and advantages of such laws, and covenants, to the fullest
extent permitted by law, not to hinder, delay or impede the execution of any
power herein granted or delegated to Lender pursuant to any such law, but will
suffer and permit the execution of every power as though no such laws had been
made or enacted. Borrower for itself and all who may claim through or under it,
waives, to the extent it lawfully may do so, any and all homestead rights and,
any and all rights to reinstatement, any and all right to have the property
comprising the Property marshaled upon any foreclosure of the Lien hereof or to
have the Property hereunder and the property covered by any other mortgage, deed
to secure debt or deed.

     11. APPLICATION OF PROCEEDS.

     (a) Sale Proceeds. The proceeds of any sale or foreclosure of the Property
or any portion thereof shall be applied to the following in the following order
of priority: (i) the payment of the costs and expenses of the foreclosure
proceedings with respect to such Property (including reasonable counsel fees and
disbursements actually incurred and advertising costs and expenses), liabilities
and advances made or incurred under this Security Instrument or any Loan
Document, and reasonable receivers' and trustees' fees and commissions and fees
and expenses incurred by Lender, together with interest at the Default Rate to
the extent payable, (ii) payment of any other sums advanced by Lender (or any
advancing agent on its behalf) in accordance with the terms hereof and not
repaid to it by Borrower, together with interest at the Default Rate to the
extent payable, (iii) payment of all sums due under the Note and the Loan
Documents in such order and priority as Lender shall elect in its sole and
absolute discretion; and (iv) payment of any remaining Obligations and (v) any
surplus to Borrower or other party legally entitled thereto.

<PAGE>


     (b) Other Proceeds. All other proceeds or other amounts collected by Lender
following an Event of Default shall be applied (1) first, to reimburse any
reasonable expenses related to such collection, and (2) thereafter, as provided
in Section 11(a) hereof. If no Event of Default shall exist and be continuing,
any amount available to make payments or applied in lieu of such payments
thereon shall be applied (1) first, to interest due or overdue on the Note, and
(2) then, any amounts applied to pay or applied in lieu of paying principal on
the Note then due shall be applied to pay or applied in lieu of paying the Note
in order of priority, and (3) thereafter, to Borrower.

     12. MISCELLANEOUS.

     (a) CERTAIN WAIVERS. TO INDUCE LENDER TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE NOTE AND THIS SECURITY INSTRUMENT, AND FOR OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, EACH OF LENDER AND BORROWER EXPRESSLY AND IRREVOCABLY HEREBY, IN
ADDITION TO AND NOT IN DEROGATION OF ALL OTHER WAIVERS CONTAINED IN THE NOTE,
THIS SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS, WAIVE AND SHALL WAIVE
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY, OR COUNTERCLAIM ASSERTED
BY LENDER WHICH ACTION, PROCEEDING OR COUNTERCLAIM ARISES OUT OF OR IS CONNECTED
WITH THIS SECURITY INSTRUMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT.

     (b) Notices. Any notice, election, request, demand, report or statement
which by any provision of this Security Instrument is required or permitted to
be given or served hereunder shall be in writing and shall be effective for all
purposes if hand delivered or sent by (a) certified or registered United States
mail, postage prepaid, return receipt requested or (b) expedited prepaid
delivery service, either commercial or United States Postal Service, with proof
of attempted delivery, or (c) by telecopier (with answer back acknowledged),
addressed as follows (or at such other address and Person as shall be designated
from time to time by any party hereto, as the case may be, in a written notice
to the other parties hereto in the manner provided for in this Section):

                  If to Lender:        Shelbourne Management LLC
                                       c/o NorthStar Capital Investment Corp.
                                       527 Madison Avenue, 16th Floor
                                       New York, New York 10022
                                       Attention:  David T. Hamamoto
                                                    W. Edward Scheetz
                                       Telecopy No.:  (212) 319-4557
                                       Confirmation No.  (212) 319-3400

<PAGE>


                  With a copy to:      Skadden, Arps, Slate, Meagher & Flom LLP
                                       Four Times Square
                                       New York, New York 10036
                                       Attention: Randall H. Doud
                                       Facsimile: (917) 777-2524
                                       Confirmation No.   (212) 735-3000

                  If to Borrower:      Shelbourne Properties II, L.P.
                                       c/o Shearman & Sterling
                                       599 Lexington Avenue
                                       New York, New York 10022-6030
                                       Attention: Peter D. Lyons
                                       Facsimile No.: (212) 848-7179

                  With a copy to:      Shearman & Sterling
                                       599 Lexington Avenue
                                       New York, New York 10022-6030
                                       Attention: Christa A. D'Alimonte
                                       Facsimile No.: (212) 848-7179

All notices, elections, requests and demands under this Security Instrument
shall be effective and deemed received upon the earliest of (i) the actual
receipt of the same by personal delivery or otherwise, (ii) one (1) Business Day
after being deposited with a nationally recognized overnight courier service as
required above, (iii) three (3) Business Days after being deposited in the
United States mail as required above or (iv) on the day sent if sent by
facsimile with confirmation on or before 5:00 p.m. New York time on any Business
Day or on the next Business Day if so delivered after 5:00 p.m. New York time or
on any day other than a Business Day. Rejection or other refusal to accept or
the inability to deliver because of changed address of which no notice was given
as herein required shall be deemed to be receipt of the notice, election,
request, or demand sent.

     (c) No Oral Modification. This Security Instrument may not be waived,
altered, amended, modified, changed, discharged or terminated orally but only by
a written agreement signed by the party against which enforcement is sought.

     (d) Partial Invalidity. In the event any one or more of the provisions
contained in this Security Instrument shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included hereunder.

     (e) Successors and Assigns. All covenants of Borrower contained in this
Security Instrument are imposed solely and exclusively for the benefit of Lender
and its successors and assigns, and no other Person shall have standing to
require compliance with such covenants or be deemed, under any circumstances, to
be a beneficiary of such covenants, any or all of which may be freely waived in
whole or in part by Lender at any time if in its sole discretion it deems it
advisable to do so. All such covenants of Borrower shall run with the land and
bind Borrower, the successors and assigns of Borrower (and each of them) and all
subsequent owners, encumbrancers and tenants of the Property, and shall inure to
the benefit of Lender, its successors and assigns.

<PAGE>


     (f) GOVERNING LAW.

               (i) THIS SECURITY INSTRUMENT AND THE OBLIGATIONS ARISING
          HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
          LAWS OF THE STATE OF NEW YORK WITH OUT REGARD TO CHOICE OF LAW RULES
          AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, PROVIDED
          HOWEVER, THAT (A) THE COVENANTS SET FORTH IN THE RECITALS HEREOF AND
          (B) THE PROVISIONS FOR THE CREATION, PERFECTION AND ENFORCEMENT OF THE
          LIENS CREATED HEREUNDER SHALL BE GOVERNED BY NORTH CAROLINA LAW TO THE
          EXTENT NECESSARY FOR THE VALIDITY AND ENFORCEMENT THEREOF.

               (ii) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY
          INSTRUMENT AND ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT IN RESPECT
          THEREOF MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
          THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK,
          AND, BY EXECUTION AND DELIVERY OF THIS SECURITY INSTRUMENT, BORROWER
          AND EACH PARTY JOINING WITH BORROWER HEREIN HEREBY ACCEPTS, AND BY ITS
          ACCEPTANCE OF THIS SECURITY INSTRUMENT, LENDER HEREBY ACCEPTS, EACH
          FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
          UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID
          COURTS AND APPELLATE COURTS FROM ANY THEREOF. BORROWER, EACH PARTY
          JOINING WITH BORROWER HEREIN AND LENDER EACH IRREVOCABLY CONSENTS TO
          THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY
          SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
          REGISTERED OR CERTIFIED MAIL, POST AGE PREPAID, TO SUCH PARTY AT THE
          ADDRESS FOR NOTICES SET FORTH HEREIN. BORROWER AND LENDER EACH HEREBY
          IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE
          TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS
          ARISING OUT OF OR IN CONNECTION WITH THIS SECURITY INSTRUMENT BROUGHT
          IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES
          AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
          ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
          INCONVENIENT FORUM.

     (g) No Waiver. No failure by Lender to insist upon the strict performance
of any term hereof or to exercise any right, power or remedy consequent upon a
breach thereof shall constitute a waiver of any such term or right, power or
remedy or of any such breach. No waiver of any breach shall affect or alter this
Security Instrument, which shall continue in full force and effect,

<PAGE>


or shall affect or alter the rights of Lender with respect to any other then
existing or subsequent breach.

     (h) Further Assurances. Borrower, at its own expense, will execute,
acknowledge and deliver all such reasonable further documents or instruments
including, without limitation, (i) security agreements on any building equipment
included or to be included in the Property, and (ii) such other documents as
Lender from time to time may reasonably request to better assure, transfer and
confirm unto Lender the rights now or hereafter intended to be granted to Lender
under this Security Instrument or the other Loan Documents. Borrower shall
notify Lender in writing no less than thirty (30) days prior to a change of
address.

     (i) Counterparts. This Security Instrument may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

     (j) Merger, Conversion, Consolidation or Succession to Business of Lender.
Any Person into which Lender may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which Lender shall be a party, or any Person succeeding to all
or substantially all the business of Lender, shall be the successor of Lender
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

     (k) No Endorsement. Lender shall not become or be considered to be an
endorser, co-maker or co-obligor on the Note or on any other Obligation of
Borrower secured by this Security Instrument or otherwise.

     (l) Multisite Real Estate Transaction. Borrower acknowledges that this
Security Instrument is one of a number of cross-defaulted Security Instruments
and other security documents (for purposes of this article, collectively the
Other Security Documents) which collectively secure the Obligations. Borrower
agrees that the lien of this Security Instrument shall be absolute and
unconditional and shall not in any manner be affected or impaired by any acts or
omissions whatsoever of Lender and, without limiting the generality of the
foregoing, the lien hereof shall not be impaired by any acceptance by Lender of
any security for or guarantee upon any of the Obligations or by any failure,
neglect or omission on the part of Lender to realize upon or protect any of the
Obligations or any collateral security therefor including the Other Security
Documents, except to the extent otherwise provided by law. The lien hereof shall
not in any manner be impaired or affected by any release (except as to the
property released), sale, pledge, surrender, compromise, settlement, renewal,
extension, indulgence, alteration, changing, modification or any disposition of
any of the Obligations or any of the collateral security therefor, including the
Other Security Documents or of any guarantee therefor. To the extent not
prohibited by applicable law, Lender may, at its discretion, foreclose, exercise
any power of sale, or exercise any other remedy available to it under any or all
of the Other Security Documents without first exercising or enforcing any of its
rights and remedies hereunder, or may foreclose, exercise any power of sale, or
exercise any other right available under this Security Instrument without first
exercising or enforcing any of its rights

<PAGE>


or remedies under any or all of the Other Security Documents. To the extent not
prohibited by applicable law, such exercise of Lender's rights and remedies
under any or all of the Other Security documents shall not in any manner impair
the Obligations or the lien of this Security Instrument, and any exercise of the
rights or remedies of the Lender hereunder shall not impair the lien of any of
the Other Security Documents or any of Lender's rights and remedies thereunder.
Borrower specifically consents and agrees that Lender may exercise its rights
and remedies hereunder and under the Other Security Documents separately or
concurrently and in any order that it may deem appropriate, except to the extent
otherwise provided by law.

     13. STATE LAW PROVISIONS

     Notwithstanding anything to the contrary elsewhere in this Security
Instrument, as to the Property:

     (a) Special Provisions Regarding Future Advances. It is intended that this
Security Instrument comply with the provisions of Section 45-67 of the General
Statutes of North Carolina. For purposes of complying with the provisions of
Section 45-68 of said statutes the Borrower hereby represents as follows:

               (1) That this Security Instrument is given to secure future
Obligations which may be incurred from time to time under the Note;

               (2) That subject to the terms and conditions of the Note, the
making of all future advances comprising the Obligations is obligatory within
the meaning of N.C.G.S.ss. 45- 70(a);

               (3) That the principal amount of present obligations secured by
this Security Instrument is $11,900,000;

               (4) That the maximum principal amount, including present and
future obligations, which may be secured by this Security Instrument at any one
time is $11,900,000, provided that the foregoing limitation shall apply only to
the lien upon real property created by this Security Instrument and shall not in
any manner limit, affect or impair any grant of a security interest in any
personal property in favor of the Lender, for the benefit of the Lender, under
the provisions of the Note or under any other security agreement at any time
executed by the Borrower; and

               (5) The period within which such future Obligations may be
incurred shall extend up to and include August, 2002.

     (b) Additional Provisions Regarding Power of Sale.

               (1) In exercising the power of sale herein conferred, after
having been instructed by the Lender to do so, the Trustee shall comply with all
applicable laws in effect with

<PAGE>


respect to the exercise of powers of sale contained in deeds of trust as of the
date of the commencement of the proceeding. The Borrower agrees that in the
event of a sale under the power of sale hereunder, the Lender shall have the
right to bid thereat. The Trustee may require that the successful bidder at any
sale deposit immediately with the Trustee cash or certified check in an amount
not to exceed ten percent (10%) of the bid, provided notice of such requirement
is contained in the advertisement of sale. The bid may be rejected if the
deposit is not immediately made, and thereupon the next highest bidder may be
declared to be the purchaser. Such deposit shall be refunded in case a resale is
had; otherwise, it shall be applied to the purchase price. If personal property
is sold hereunder, it need not be at the place of sale; the published notice,
however, shall state the time and place where such personal property may be
inspected prior to sale.

               (2) Notwithstanding the provisions of Section 11 of this Security
Instrument, the proceeds of any sale of the Property pursuant to the power of
sale contained herein shall be applied first to the costs and expenses of
foreclosure, including, but not limited to a Trustee's commission and to all
costs, expenses and reasonable attorney's fees incurred by the Lender in
connection with such sale, with the remaining proceeds to be applied as provided
in Section 11 of this Security Instrument.

          (c) N.C. Gen. Stat.ss. 45-45.1. The provisions of N.C. Gen. Stat.ss.
45-45.1 and any similar statute enacted in replacement or substitution thereof
shall be inapplicable to this Security Instrument.

     14. TRUSTEE

     (a) Substitute or Successor Trustee. Trustee may resign by an instrument in
writing addressed to Lender, or Trustee may be removed at any time with or
without cause by Lender. In case of death, resignation, removal or
disqualification of Trustee or if for any reason Lender shall deem it desirable
to appoint a substitute or successor Trustee to act instead of the herein named
Trustee or any substitute or successor Trustee, then Lender shall have the right
and is hereby authorized and empowered to appoint a successor Trustee, or a
substitute Trustee, without other formality than appointment and designation in
writing executed and acknowledged by Lender and, if required by applicable law
to provide constructive notice, recorded in the county or counties where the
Property is located, and the authority hereby conferred shall extend to the
appointment of other successor and substitute Trustees successively until the
indebtedness secured hereby has been paid in full or until the Property is sold
hereunder. In the event the indebtedness secured hereby is owned by more than
one person or entity, the holder or holders of not less than a majority in the
amount of such indebtedness shall have the right and authority to make the
appointment of a successor or substitute Trustee provided for in the preceding
sentence. Such appointment and designation by Lender or by the holder or holders
of not less than a majority of the indebtedness secured hereby shall be full
evidence of the right and authority to make the same and of all facts therein
recited. If Lender is a corporation or a nationally chartered bank and such
appointment is executed in its behalf by an officer of such corporation or
nationally chartered bank, such appointment shall be conclusively presumed to
be executed with authority and shall be valid and sufficient without proof of
any action by the board of directors or any superior officer of the


<PAGE>


corporation. Upon the making of any such appointment and designation, all of the
estate and title of Trustee in the Property shall vest in the named successor or
substitute Trustee and such successor or substitute shall thereupon succeed to
and shall hold, possess and execute all the rights, powers, privileges,
immunities and duties herein conferred upon Trustee; but nevertheless, upon the
written request of Lender or of the successor or substitute Trustee, Trustee
ceasing to act shall execute and deliver an instrument transferring to such
successor or substitute Trustee all of the estate and title in the Property of
Trustee so ceasing to act, together with all rights, powers, privileges,
immunities and duties herein conferred upon Trustee, and shall duly assign,
transfer and deliver any of the property and monies held by said Trustee
hereunder to said successor or substitute Trustee. All references herein to
Trustee shall be deemed to refer to Trustee (including any successor or
substitute appointed and designated as herein provided) from time to time acting
hereunder. Borrower hereby ratifies and confirms any and all acts which the
herein named Trustee or his successor or successors, substitute or substitutes,
in this trust, shall do lawfully by virtue hereof.


     (b) Liability of Trustee. Trustee shall not be liable for any error of
judgment or act done by Trustee in good faith, or be otherwise responsible or
accountable under any circumstances whatsoever, except for Trustee's gross
negligence or willful misconduct. Trustee shall have the right to rely on any
instrument, document or signature authorizing or supporting any action taken or
proposed to be taken by him hereunder, believed by him in good faith to be
genuine. All monies received by Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, and
shall be segregated from all other monies, and Trustee shall be under no
liability for interest on any monies received by him hereunder. Borrower will
reimburse Trustee for, and indemnify and save Trustee harmless against, any and
all liability and expenses which may be incurred by him in the performance of
his duties hereunder.

     (c) Lender and Trustee. Trustee accepts the trusts hereby created and
agrees to perform the duties herein required of him upon the terms and
conditions hereof. The duties and obligations of the Trustee in respect of this
Security Instrument shall be as set forth in this Section 14, including and
subject to the following:

               (A) Except upon the occurrence and during the continuance of an
          Event of Default that is actually known to Lender:

                                       (1)      Trustee shall undertake to
                                                perform such duties and
                                                obligations and only such duties
                                                and obligations as are
                                                specifically set forth in this
                                                Security Instrument and the
                                                other Loan Documents or as
                                                otherwise directed by a letter
                                                of direction from Lender, and no
                                                implied covenants or obligations
                                                shall be read into this Security
                                                Instrument or the other Loan
                                                Documents against Trustee; and

                                       (2)      in the absence of bad faith,
                                                Trustee may


<PAGE>



                                                conclusively rely, as to the
                                                truth of the statements and the
                                                correctness of the opinions
                                                expressed therein, upon
                                                certificates or opinions
                                                furnished to Trustee and
                                                conforming to the requirements
                                                of this Security Instrument and
                                                the other Loan Documents; but in
                                                the case of any such
                                                certificates or opinions which
                                                by any provision hereof or
                                                thereof are specifically
                                                required to be furnished to
                                                Lender, Trustee shall be under a
                                                duty to examine the same to
                                                determine whether or not they
                                                conform to the requirements of
                                                this Security Instrument and
                                                the other Loan Documents.

               (B) Trustee shall exercise the rights and powers vested in
          Trustee by this Security Instrument and the other Loan Documents with
          reasonable care.

               (C) No provision of this Security Instrument shall be construed
          to relieve the Trustee from liability for its own gross negligence or
          willful misconduct, including that of its directors, officers, agents
          and employees, except that

                                       (1)      Trustee shall not be liable for
                                                any error of judgment made in
                                                good faith by Trustee, unless it
                                                shall be proved that Trustee was
                                                negligent in ascertaining the
                                                pertinent facts; and

                                       (2)      Trustee shall not be liable with
                                                respect to any action taken or
                                                omitted to be taken in good
                                                faith in accordance with the
                                                direction of Lender relating to
                                                the time, method and place of
                                                conducting any proceeding for
                                                any remedy available to Trustee,
                                                or exercising any trust or power
                                                conferred upon Trustee under
                                                this Security Instrument.

               (D) Whether or not therein expressly so provided, every provision
          of this Security Instrument and the other Loan Documents relating to
          the conduct or affecting the liability of or affording protection to
          Trustee shall be subject to the provisions of this Section 14.



<PAGE>



               (E) No provision of this Security Instrument shall require
          Trustee to expend or risk his own funds or otherwise incur any
          personal financial liability in the performance of any of his duties
          hereunder, or in the exercise of any of his rights or powers, if
          Trustee shall have reasonable grounds for believing that repayment of
          such funds or adequate indemnity against such risk or liability is not
          reasonably assured to him.

               (d) Covenants of Borrower. Borrower hereby covenants and agrees
with Trustee and Lender to indemnify Trustee for, and to hold him harmless
against, any loss, liability or expense incurred without gross negligence,
willful misconduct or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder or the
enforcement of remedies hereunder including the costs and expenses of defending
against any claim or liability in connection with the exercise or performance of
any of the powers or duties hereunder or thereunder (except any liability
incurred by Trustee which is attributable to its gross negligence or willful
misconduct).

               (e) Survival of Borrower Obligations. The obligations of Borrower
under this Section 14 to compensate or indemnify Lender and/or Trustee and to
pay or reimburse the same for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Security Instrument. When Trustee or Lender incur expenses
or render services after an occurrence of an Event of Default, such expenses and
compensation shall constitute expenses of administration under any applicable
bankruptcy law.

               (f) Co-Trustees and Additional Trustees. At any time or times,
(i) for the purpose of meeting the laws or other legal requirements of any
jurisdiction in which any part of a Property may at the time be located, or (ii)
if Lender deems it to be necessary or desirable for the protection of its
interests, Lender shall have the power to appoint, and upon written request of
Lender, Borrower shall for such purpose join with Lender in the execution,
delivery and performance of all instruments and agreements reasonably necessary
or proper to appoint, one or more Persons approved by Lender either to act as
co-Trustee, jointly with Trustee and/or Lender, of all or any part of the
Property, or to act as separate Trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment which shall
expressly designate the property affected and the capacity of the appointee as
either a co-Trustee or separate Trustee, and to vest in such person or persons
in the capacity aforesaid, any property, title, right or power deemed necessary
or desirable, subject to the other provisions of this Section 14. If Borrower
does not join in such appointment within fifteen (15) days after the receipt by
it of a request so to do, or if an Event of Default shall have occurred and be
continuing, Lender alone shall be entitled to make such appointment without
further reference to Borrower. Should any written instrument from Borrower be
required by any co-Trustee or separate Trustee so appointed for more fully
confirming to such co-Trustee or separate Trustee such property, title, right or
power, any and all such instruments shall be executed, acknowledged and


<PAGE>



delivered by Borrower upon request by Lender. If Borrower does not execute and
deliver such instrument within five (5) Business Days after the receipt by it of
a request so to do, or if an Event of Default shall have occurred and be
continuing, Lender is hereby appointed Borrower's attorney-in-fact and shall be
entitled to execute and deliver such instrument for and on behalf of Borrower
and in the name of Borrower. Every co-Trustee or separate Trustee shall, to the
extent permitted by law, but to such extent only, be appointed subject to the
same terms as hereinabove set forth for the Trustee.



<PAGE>




     IN WITNESS WHEREOF, this Security Instrument has been duly executed by
Borrower on the date first hereinabove written.


                          BORROWER:

                          SHELBOURNE PROPERTIES II, L.P., a Delaware limited
                          partnership, as successor by merger to High Equity
                          Partners L.P.-Series 86, a Delaware limited
                          partnership

                          By: SHELBOURNE PROPERTIES II GP, LLC,
                          as General Partner

                          By: SHELBOURNE PROPERTIES II, INC., as
                          Sole Member



                          By:   /s/Robert Martin
                                -------------------------
                          Name:
                          Title:


                          [Seal]




        Witness:  /s/illegible
                  -------------------------


        Witness:  /s/illegible
                  -------------------------



<PAGE>




        STATE OF ____________              )
                                           ) ss.
        COUNTY OF __________               )

     I, _________________________, a Notary Public of the county and state
aforesaid, certify that ________________________ personally appeared before me
this day and acknowledged that (s)he is the ___________________ of Shelbourne
Properties II, Inc., the sole member of Shelbourne Properties II GP, LLC, a
general partner in Shelbourne Properties II, L.P., a limited partnership, and
acknowledged the execution of the foregoing instrument.



<PAGE>




     Witness my hand and official seal this the ____ day of ________________,
2002

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


                  [Notary Seal]                      My commission expires:



<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION





<PAGE>



                  DEED OF TRUST, SECURITY AGREEMENT, FINANCING
               STATEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES,
              RENTS AND SECURITY DEPOSITS (RALEIGH, NORTH CAROLINA)

                                      from

                          SHELBOURNE PROPERTIES II L.P.
         (as successor by merger to High Equity Partners L.P.-Series 86,
                        a Delaware limited partnership)

                                   as Borrower

                                having an address
                  c/o Shearman & Sterling, 599 Lexington Avenue
                          New York, New York 10022-6030

                                       to

                         Chicago Title Insurance Company
                               One Exchange Plaza
                          Raleigh, North Carolina 27602
                                   as Trustee

                           SHELBOURNE MANAGEMENT LLC,
                                    as Lender

                              having an address at

                     c/o NorthStar Capital Investment Corp.
                         527 Madison Avenue, 16th Floor
                            New York, New York 10022

                 Street Addresses: 6325 Falls of the Neuse Road
                             Raleigh, North Carolina

                                  County: Wake

                          Dated as of February __, 2002
-------------------------------------------------------------------------------

                              Record and Return to:
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                            New York, New York 10036
                           Attention: Randall H. Doud




<PAGE>


                                                                            Page

RECITALS.....................................................................1
SECURED INDEBTEDNESS.........................................................1
GRANTING CLAUSES.............................................................2
HABENDUM.....................................................................6
1.       DEFINITIONS.........................................................6
2.       WARRANTY............................................................8
                  (a)  Title.................................................8
                  (b)  All Property..........................................8
                  (c)  Enforceability of Security Instrument.................8
3.       AFFIRMATIVE COVENANTS...............................................9
                  (a)  Payment of Obligations................................9
                  (b)  Performance and Observance of Covenants...............9
                  (c)  Insurance.............................................9
                  (d)  Maintenance of Validity and Recording.................9
4.       NEGATIVE COVENANTS.................................................10
5.       LICENSE TO COLLECT RENTS...........................................10
6.       SECURITY AGREEMENT.................................................11
7.       LEASE SUBORDINATION AND ATTORNMENT.................................11
                  (a)  Leases To Be Subordinate.............................11
                  (b)  Attornment...........................................12
8.       PROTECTION OF SECURITY; COSTS AND EXPENSES.........................12
9.       LENDER'S RIGHT TO PERFORM..........................................13
10.      REMEDIES...........................................................13
                  (a)  Acceleration.........................................13
                  (b)  Entry................................................13
                  (c)  Phase I Environmental Report.........................14
                  (d)  Power of Sale; Judicial Foreclosure..................15
                  (e)  Specific Performance.................................15
                  (f)  Enforcement of Note..................................15
                  (g)  Sale of Property.....................................15
                  (h)  Voluntary Appearance; Receivers......................17
                  (i)  UCC Remedies.........................................17
                  (j)  Leases...............................................17
                  (k)  Other Rights.........................................17
                  (l)  Retention of Possession..............................18


<PAGE>


                  (m)  Suits by Lender......................................18
                  (n)  Remedies Cumulative..................................18
                  (o)  Waiver of Rights.....................................18
11.      APPLICATION OF PROCEEDS............................................19
                  (a)  Sale Proceeds........................................19
                  (b)  Other Proceeds.......................................19
12.      MISCELLANEOUS......................................................19
                  (a)  CERTAIN WAIVERS......................................19
                  (b)  Notices..............................................19
                  (c)  No Oral Modification.................................21
                  (d)  Partial Invalidity...................................21
                  (e)  Successors and Assigns...............................21
                  (f)  GOVERNING LAW........................................21
                  (g)  No Waiver............................................22
                  (h)  Further Assurances...................................22
                  (i)  Counterparts.........................................22
                  (j)  Merger, Conversion, Consolidation
                       or Succession to Business of Lender..................22
                  (k)  No Endorsement.......................................23
                  (l)  Multisite Real Estate Transaction....................23
13.      STATE LAW PROVISIONS...............................................23
14.      TRUSTEE............................................................25

EXHIBIT A         LAND