MORTGAGE

THIS INDENTURE, made as of the ____ day of _____________, 19____, by and between

_______________________________________, of

_____________________________________, hereinafter called "Mortgagor", and

___________________________________________, of _______________________________,

hereinafter called "Mortgagee".

W I T N E S S E T H :

AMOUNT OF LIEN: "NOTE"

WHEREAS, Mortgagor is justly indebted to Mortgagee in the sum of _________________

DOLLARS ($____________) in lawful money of the United States, and has agreed to pay the same,

with interest thereon, according to the terms of a certain note (the "Note") given by Mortgagor to

Mortgagee, bearing even date herewith.

DESCRIPTION OF PROPERTY SUBJECT TO LIEN: "PREMISES".

NOW, THEREFORE, in consideration of the premises and the sum hereinabove set forth,

and to secure the payment of the Secured Indebtedness as defined herein, Mortgagor has granted,

bargained, sold and conveyed, and by these presents does grant, bargain, sell and convey unto

Mortgagee property situate in ________ County, ____________, more particularly described in

Exhibit "A" attached hereto and by this reference made a part hereof;

TOGETHER with all buildings, structures and other improvements now or hereafter located

on, above or below the surface of the property hereinbefore described, or any part and parcel

thereof; and,

TOGETHER with all and singular the tenements, hereditaments, easements, riparian and

littoral rights, and appurtenances thereunto belonging or in anywise appertaining, whether now

owned or hereafter acquired by Mortgagor, and including all rights of ingress and egress to and

from adjoining property (whether such rights now exist or subsequently arise) together with the

reversion or reversions, remainder and remainders, rents, issues and profits thereof; and also all

the estate, right, title, interest, claim and demand whatsoever of Mortgagor of, in and to the same

and of, in and to every part and parcel thereof; and,

TOGETHER with all machinery, apparatus, equipment, fittings, fixtures, whether actually

or constructively attached to said property and including all trade, domestic and ornamental fixtures,

and articles of personal property of every kind and nature whatsoever (hereinafter collectively

called "Equipment"), now or hereafter located in, upon or under said property or any part thereof

and used or usable in connection with any present or future operation of said property and now

owned or hereafter acquired by Mortgagor; and,

TOGETHER with all the common elements appurtenant to any parcel, unit or lot which is all

or part of the Premises; and, ALL the foregoing encumbered by this Mortgage being collectively

referred to herein as the "Premises";

TO HAVE AND TO HOLD the Premises hereby granted to the use, benefit

and behalf of the Mortgagee, forever.

U.C.C. SECURITY AGREEMENT

It is agreed that if any of the property herein mortgaged is of a nature so that a security

interest therein can be perfected under the Uniform Commercial Code, this instrument shall

constitute a Security Agreement and Mortgagor agrees to join with the Mortgagee in the execution

of any financing statements and to execute any and all other instruments that may be required for

the perfection or renewal of such security interest under the Uniform Commercial Code.

EQUITY OF REDEMPTION

Conditioned, however, that if Mortgagor shall promptly pay or cause to be paid to

Mortgagee, at its address listed in the Note, or at such other place which may hereafter be

designated by Mortgagee, its or their successors or assigns, with interest, the principal sum of

______________ DOLLARS ($______) with final maturity, if not sooner paid, as stated in said Note

unless amended or extended according to the terms of the Note executed by Mortgagor and

payable to the order of Mortgagee, then these presents shall cease and be void, otherwise these

presents shall remain in full force and effect.

ARTICLE ONE

COVENANTS OF MORTGAGOR

Mortgagor covenants and agrees with Mortgagee as follows:

1.01 Secured Indebtedness.

This Mortgage is given as security for the Note and also as security for any and all other

sums, indebtedness, obligations and liabilities of any and every kind arising, under the Note or this

Mortgage, as amended or modified or supplemented from time to time, and any and all renewals,

modifications or extensions of any or all of the foregoing (all of which are collectively referred to

herein as the "Secured Indebtedness"), the entire Secured Indebtedness being equally secured

with and having the same priority as any amounts owed at the date hereof.

1.02 Performance of Note, Mortgage, Etc..

Mortgagor shall perform, observe and comply with all provisions hereof and of the Note and

shall promptly pay, in lawful money of the United States of America, to Mortgagee the Secured

Indebtedness with interest thereon as provided in the Note, this Mortgage and all other documents

constituting the Secured Indebtedness.

1.03 Extent Of Payment Other Than Principal And Interest.

Mortgagor shall pay, when due and payable, (1) all taxes, assessments, general or special,

and other charges levied on, or assessed, placed or made against the Premises, this instrument or

the Secured Indebtedness or any interest of the Mortgagee in the Premises or the obligations

secured hereby; (2) premiums on policies of fire and other hazard insurance covering the Premises,

as required herein; (3) ground rents or other lease rentals; and (4) other sums related to the

Premises or the indebtedness secured hereby, if any, payable by Mortgagor.

1.04 Insurance.

Mortgagor shall, at its sole cost and expense, keep the Premises insured against all

hazards as is customary and reasonable for properties of similar type and nature located in

______________ County, _________.

1.05 Care of Property.

Mortgagor shall maintain the Premises in good condition and repair and shall not commit or

suffer any material waste to the Premises.

1.06 Prior Mortgage.

With regard to the Prior Mortgage, Mortgagor hereby agrees to:

(i) Pay promptly, when due, all installments of principal and interest and all other sums and

charges made payable by the Prior Mortgage;

(ii) Promptly perform and observe all of the terms, covenants and conditions required to be

performed and observed by Mortgagor under the Prior Mortgage, within the period provided in

said Prior Mortgage;

(iii) Promptly notify Mortgagee of any default, or notice claiming any event of default by

Mortgagor in the performance or observance of any term, covenant or condition to be performed or

observed by Mortgagor under any such Prior Mortgage.

(iv) Mortgagor will not request nor will it accept any voluntary future advances under the

Prior Mortgage without Mortgagee's prior written consent, which consent shall not be

unreasonably withheld.

ARTICLE TWO

DEFAULTS

2.01 Event of Default.

The occurrence of any one of the following events which shall not be cured within ____

days after written notice of the occurrence of the event, if the default is monetary, or which shall

not be cured within ______ days after written notice from Mortgagee, if the default is non-monetary,

shall constitute an "Event of Default":

(a) Mortgagor fails to pay the Secured Indebtedness, or any part thereof, or the taxes,

insurance and other charges, as hereinbefore provided, when and as the same shall become due

and payable;

(b) Any material warranty of Mortgagor herein contained, or contained in the Note, proves

untrue or misleading in any material respect;

(c) Mortgagor materially fails to keep, observe, perform, carry out and execute the

covenants, agreements, obligations and conditions set out in this Mortgage, or in the Note;

(d) Foreclosure proceedings (whether judicial or otherwise) are instituted on any mortgage

or any lien of any kind secured by any portion of the Premises and affecting the priority

of this Mortgage.

2.02 Options Of Mortgagee Upon Event Of Default.

Upon the occurrence of any Event of Default, the Mortgagee may immediately do any one

or more of the following:

(a) Declare the total Secured Indebtedness, including without limitation all payments for

taxes, assessments, insurance premiums, liens, costs, expenses and attorney's fees herein

specified, without notice to Mortgagor (such notice being hereby expressly waived), to be due and

collectible at once, by foreclosure or otherwise;

(b) Pursue any and all remedies available under the Uniform Commercial Code; it being

hereby agreed that ten (10) days' notice as to the time, date and place of any proposed sale shall

be reasonable;

(c) In the event that Mortgagee elects to accelerate the maturity of the Secured

Indebtedness and declares the Secured Indebtedness to be due and payable in full at once as

provided for in Paragraph 2.02(a) hereinabove, or as may be provided for in the Note, or any other

provision or term of this Mortgage, then Mortgagee shall have the right to pursue all of Mortgagee's

rights and remedies for the collection of such Secured Indebtedness, whether such rights and

remedies are granted by this Mortgage, any other agreement, law, equity or otherwise, to include,

without limitation, the institution of foreclosure proceedings against the Premises under the terms of

this Mortgage and any applicable state or federal law.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

3.01 Prior Liens.

Mortgagor shall keep the Premises free from all prior liens (except for those consented to

by Mortgagee).

3.02 Notice, Demand and Request.

Every provision for notice and demand or request shall be deemed fulfilled by written notice

and demand or request delivered in accordance with the provisions of the Note relating to notice

3.03 Meaning of Words.

The words "Mortgagor" and "Mortgagee" whenever used herein shall include all individuals,

corporations (and if a corporation, its officers, employees or agents), trusts and any and all other

persons or entities, and the respective heirs, executors, administrators, legal representatives,

successors and assigns of the parties hereto, and all those holding under either of them.

The pronouns used herein shall include, when appropriate, either gender and both singular

and plural. The word "Note" shall also include one or more notes and the grammatical construction

of sentences shall conform thereto.

3.04 Severability.

If any provision of this Mortgage or any other Loan Document or the application thereof

shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of the

instrument in which such provision is contained, nor the application of the provision to other

persons, entities or circumstances, nor any other instrument referred to hereinabove shall be

affected thereby, but instead shall be enforced to the maximum extent permitted by law.

3.05 Governing Law.

The terms and provisions of this Mortgage are to be governed by the laws of the State of

___________. No payment of interest or in the nature of interest for any debt secured in part by this

Mortgage shall exceed the maximum amount permitted by law. Any payment in excess of the

maximum amount shall be applied or disbursed as provided in the Note in regard to such amounts

which are paid by the Mortgagor or received by the Mortgagee.

3.06 Descriptive Headings.

The descriptive headings used herein are for convenience of reference only, and they are

not intended to have any effect whatsoever in determining the rights or obligations of the

Mortgagor or Mortgagee and they shall not be used in the interpretation or construction hereof.

3.07 Attorney's Fees.

As used in this Mortgage, attorneys' fees shall include, but not be limited to, fees incurred in

all matters of collection and enforcement, construction and interpretation, before, during and after

suit, trial, proceedings and appeals. Attorneys' fees shall also include hourly charges for paralegals,

law clerks and other staff members operating under the supervision of an attorney.

IN WITNESS WHEREOF, the Mortgagor has caused this instrument to be

duly executed as of the day and year first above written.

Witnesses:

____________________________ _______________________________

____________________________

STATE OF __________________)

)

COUNTY OF _________________)

THE FOREGOING instrument was acknowledged before me this ____ day of

___________, 19____,by ______________________.

______________________________

My Commission Expires: ____________________