DAY INTERNATIONAL GROUP INC
EXHIBIT 10.5.1
<DOCUMENT>
<TYPE>EX-10.5.1
<SEQUENCE>9
<FILENAME>l03123aexv10w5w1.txt
<DESCRIPTION>EXHIBIT 10.5.1
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.5.1

                                                                [South Carolina]

                          MORTGAGE, ASSIGNMENT OF RENT
                              & SECURITY AGREEMENT

                                      from

                       DAY INTERNATIONAL, INC., Mortgagor

                                       to

              SOCIETE GENERALE, as Administrative Agent, Mortgagee

                          DATED AS OF OCTOBER 19, 1999

                       After recording, please return to:

                           SIMPSON THACHER & BARTLETT
                          a partnership which includes
                            professional corporations
                              425 Lexington Avenue
                            New York, New York 10017

                           ATTN: Dennis D. Kiely, Esq.

<PAGE>

                                                                [South Carolina]

                  This MORTGAGE, dated as of October 19, 1999 is made by DAY
INTERNATIONAL, INC., a Delaware corporation ("MORTGAGOR"), whose address is c/o
Day International Group, Inc., 130 West Second Street, Dayton, OH 45402, to
SOCIETE GENERALE, whose address is 1221 Avenue of the Americas, New York,
New York 10020, as Administrative Agent (in such capacity, "MORTGAGEE") for the
several banks and other financial institutions (the "LENDERS") from time to time
parties to the Amended and Restated Senior Secured Credit Agreement dated as of
October 19, 1999, (as the same may be amended, supplemented, waived or otherwise
modified from time to time the "CREDIT AGREEMENT") among SG Cowen Securities
Corporation, as Arranger, Mortgagee, the Lenders, and Day International Group,
Inc. ("the BORROWER"). References to this Mortgage shall mean this instrument
and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned thereto in the Credit Agreement.

                                   Background

                  A. Mortgagor is the owner of the parcel(s) of real property
described on Schedule A attached hereto (such real property, together with all
of the buildings, improvements, structures and fixtures now or subsequently
located thereon (the "IMPROVEMENTS"), being collectively referred to as the
"REAL ESTATE").

                  B. Pursuant to the terms of the Credit Agreement, the Lenders
have agreed, among other things, to make the Loans and the Issuing Lender has
agreed to issue, and the L/C Participants have agreed to acquire, undivided
participating interests in the Letters of Credit for the account of the Borrower
upon the terms and subject to the conditions set forth in the Credit Agreement,
which conditions include the grant by Mortgagor to Mortgagee of all estate,
right, title and interest of Mortgagor in and to the Real Estate pursuant to the
terms hereof.

                  C. It is a condition precedent to the agreement of each Lender
to make Loans and issue Letters of Credit under the Credit Agreement that
Mortgagor (1) guarantees the Borrower's obligation under the Credit Agreement,
the Loans, the Letters of Credit, the Security Documents and any Permitted
Hedging Arrangement with any Lender or any banking affiliate of any Lender by
executing and delivering the Amended and Restated Guarantee and Collateral
Agreement dated as of the date hereof between Mortgagor, Borrower and Mortgagee
(the "GUARANTEE") and (2) executes and delivers this Mortgage. Mortgagor, a
subsidiary of Borrower, will receive substantial direct and indirect benefit
from the extensions of credit made to Borrower pursuant to the Credit Agreement.

<PAGE>

                                                                               2

                                Granting Clauses

                  For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure:

                  (a) the repayment of principal of and interest on (including,
         without limitation, interest accruing after the maturity of the Loans
         and Reimbursement Obligations and interest accruing after the filing of
         any petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to any Loan Party, whether
         or not a claim for post-filing or post-petition interest is allowed in
         such proceeding) the Loans (as they may be evidenced by the Notes from
         time to time) and all other obligations (including the Reimbursement
         Obligations) and liabilities of Mortgagor to Mortgagee, the Issuing
         Lender and the Lenders, whether direct or indirect, absolute or
         contingent, due or to become due, now existing or hereafter incurred,
         which may arise under, out of, or in connection with the Guarantee or
         any other document made, delivered or given in connection therewith, in
         each case whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses or otherwise
         (including, without limitation, all fees, charges and disbursements of
         counsel to the Administrative Agent, the Issuing Lender or any Lender
         that are required to be paid by any Loan Party pursuant to the Credit
         Agreement) (the items set forth above being referred to collectively as
         the "INDEBTEDNESS"); and

                  (b) the performance of all covenants, agreements, obligations
         and liabilities of Mortgagor (the "OBLIGATIONS") under or pursuant to
         the provisions of the Credit Agreement, the Loans, this Mortgage, the
         Guarantee, any other document securing payment of the Indebtedness (the
         "SECURITY DOCUMENTS") and any amendments, supplements, extensions,
         renewals, restatements, replacements or modifications of any of the
         foregoing (the Credit Agreement, the Loans, the Letters of Credit, this
         Mortgage, the Guarantee and all other documents and instruments from
         time to time evidencing, securing or guaranteeing the payment of the
         Indebtedness or the performance of the Obligations, as any of the same
         may be amended, supplemented, extended, renewed, restated, replaced or
         modified from time to time, are collectively referred to as the "LOAN
         DOCUMENTS");

MORTGAGOR HEREBY CQNVEYS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN,
AND HEREBY MORTGAGES, GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE:

                  (A) the Real Estate;

                  (B) all the estate, right, title, claim or demand whatsoever
         of Mortgagor, in possession or expectancy, in and to the Real Estate or
         any part thereof;

                  (C) all right, title and interest of Mortgagor in, to and
         under all easements, rights of way, gores of land, streets, ways,
         alleys, passages, sewer rights, waters, water courses, water and
         riparian rights, development rights, air rights, mineral rights and all
         estates,

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                                                                               3

         rights, titles, interests, privileges, licenses, tenements,
         hereditaments and appurtenances belonging, relating or appertaining to
         the Real Estate, and any reversions, remainders, rents, issues, profits
         and revenue thereof and all land lying in the bed of any street, road
         or avenue, in front of or adjoining the Real Estate to the center line
         thereof;

                  (D) all right, title and interest of Mortgagor in and to all
         of the fixtures, chattels, business machines, machinery, apparatus,
         equipment, furnishings, fittings and articles of personal property of
         every kind and nature whatsoever, and all appurtenances and additions
         thereto and substitutions or replacements thereof (together with, in
         each case, attachments, components, parts and accessories) currently
         owned or subsequently acquired by Mortgagor and now or subsequently
         attached to, or contained in or used or usable in any way in connection
         with any operation or letting of the Real Estate, including but without
         limiting the generality of the foregoing, all screens, awnings, shades,
         blinds, curtains, draperies, artwork, carpets, rugs, storm doors and
         windows, furniture and furnishings, heating, electrical, and mechanical
         equipment, lighting, switchboards, plumbing, ventilating, air
         conditioning and air-cooling apparatus, refrigerating, and incinerating
         equipment, escalators, elevators, loading and unloading equipment and
         systems, stoves, ranges, laundry equipment, cleaning systems (including
         window cleaning apparatus), telephones, communication systems
         (including satellite dishes and antennae), televisions, computers,
         sprinkler systems and other fire prevention and extinguishing apparatus
         and materials, security systems, motors, engines, machinery, pipes,
         pumps, tanks, conduits, appliances, fittings and fixtures of every kind
         and description (all of the foregoing in this paragraph (D) being
         referred to as the "EQUIPMENT");

                  (E) all right, title and interest of Mortgagor in and to all
         substitutes and replacements of, and all additions and improvements to,
         the Real Estate and the Equipment, subsequently acquired by or released
         to Mortgagor or constructed, assembled or placed by Mortgagor on the
         Real Estate, immediately upon such acquisition, release, construction,
         assembling or placement, including, without limitation, any and all
         building materials to be used by Mortgagor whether stored at the Real
         Estate or offsite, and, in each such case, without any further
         mortgage, conveyance, assignment or other act by Mortgagor;

                  (F) all right, title and interest of Mortgagor in, to and
         under all leases, subleases, underlettings, concession agreements,
         management agreements, licenses and other agreements relating to the
         use or occupancy of the Real Estate or the Equipment or any part
         thereof, now existing or subsequently entered into by Mortgagor and
         whether written or oral and all guarantees of any of the foregoing
         (collectively, as any of the foregoing may be amended, restated,
         extended, renewed or modified from time to time, the "LEASES"), and all
         rights of Mortgagor in respect of cash and securities deposited
         thereunder and the right to receive and collect the revenues, income,
         rents, issues and profits thereof, together with all other rents,
         royalties, issues, profits, revenue, income and other benefits arising
         from the use and enjoyment of the Mortgaged Property (as defined below)
         (collectively, the "RENTS");

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                                                                               4

                  (G) all books and records relating to or used in connection
         with the operation of the Real Estate or the Equipment or any part
         thereof;

                  (H) all right, title and interest of Mortgagor, to the extent
         assignable, in and to (i) all unearned premiums under insurance
         policies now or subsequently obtained by Mortgagor relating to the Real
         Estate or Equipment, (ii) any such insurance policies, (iii) all
         proceeds of any such insurance policies (including title insurance
         policies) including the right to collect and receive such proceeds,
         subject to the provisions relating to insurance generally set forth
         below, and (iv) all awards and other compensation, including the
         interest payable thereon and the right to collect and receive the same,
         made to the present or any subsequent owner of the Real Estate or
         Equipment for the taking by eminent domain, condemnation or otherwise,
         of all or any part of the Real Estate or any easement or other right
         therein, subject to the provisions relating to condemnation awards
         generally set forth below;

                  (I) all right, title and interest of Mortgagor, to the extent
         assignable, in and to (i) all contracts from time to time executed by
         Mortgagor or any manager or agent on its behalf relating to the
         ownership, construction, maintenance, repair, operation, occupancy,
         sale or financing of the Real Estate or Equipment or any part thereof
         and all agreements relating to the purchase or lease of any portion of
         the Real Estate or any property which is adjacent or peripheral to the
         Real Estate, together with the right to exercise such options
         (collectively, the "CONTRACTS"), (ii) all consents, licenses, building
         permits, certificates of occupancy and other governmental approvals
         relating to construction, completion, occupancy, use or operation of
         the Real Estate or any part thereof (collectively, the "PERMITS") and
         (iii) all drawings, plans, specifications and similar or related items
         relating to the Real Estate (collectively, the "PLANS");

                  (J) any and all monies now or subsequently on deposit for the
         payment of real estate taxes or special assessments against the Real
         Estate or for the payment of premiums on insurance policies covering
         the foregoing property or otherwise on deposit with or held by
         Mortgagee as provided in this Mortgage ;

                  (K) all accounts and revenues arising from the operation of
         the Improvements; and

                  (L) all proceeds, both cash and noncash, of the foregoing;

                  (All of the foregoing property and rights and interests now
owned or held or subsequently acquired by Mortgagor and described in the
foregoing clauses (A) through (E) are collectively referred to as the
"PREMISES", and those described in the foregoing clauses (A) through (L) are
collectively referred to as the "MORTGAGED PROPERTY").

                  TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby granted unto Mortgagee, its successors and assigns for the
uses and purposes set forth, until the Indebtedness is fully paid and the
Obligations fully performed or as otherwise expressly provided in the Section of
this Mortgage entitled "Reconveyance of Mortgage".

<PAGE>

                                                                               5

                              Terms and Conditions

                  Mortgagor further represents, warrants, covenants and agrees
with Mortgagee as follows:

                  1. Warranty of Title. Mortgagor warrants that Mortgagor has
good title to the Real Estate in fee simple and good title to the rest of the
Mortgaged Property, subject only to the matters that are set forth in Schedule B
of the title insurance policy or policies being issued to Mortgagee to insure
this Mortgage and any Liens expressly permitted under the Credit Agreement
(collectively, the "PERMITTED EXCEPTIONS") and Mortgagor shall warrant, defend
and preserve such title and the rights granted by this Mortgage thereon against
all claims of all persons and entities. Mortgagor further warrants that it has
the right to grant this Mortgage.

                  2. Payment of Obligations. Mortgagor shall pay and perform the
Obligations at the times and places and in the manner specified in the
Guarantee.

                  3. Requirements.

                  (a) Mortgagor shall promptly comply with, or cause to be
complied with, and conform to all present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements, and
irrespective of the nature of the work to be done, of each of the United States
of America, any State and any municipality, local government or other political
subdivision thereof and any agency, department, bureau, board, commission or
other instrumentality of any of them, now existing or subsequently created
(collectively, "GOVERNMENTAL AUTHORITY") which has jurisdiction over the
Mortgaged Property and all covenants, restrictions and conditions now or later
of record which may be applicable to any of the Mortgaged Property, or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration,
repair or reconstruction of any of the Mortgaged Property, except to the extent
that failure to comply therewith, in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. All present and future laws,
statutes, codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements of every Governmental Authority applicable to Mortgagor or to any
of the Mortgaged Property and all covenants, restrictions, and conditions which
now or later may be applicable to any of the Mortgaged Property are collectively
referred to as the "LEGAL REQUIREMENTS".

                  (b) From and after the date of this Mortgage, except as
expressly permitted under the Credit Agreement or herein, Mortgagor shall not by
act or omission permit, other than Permitted Exceptions, any building or other
improvement on any premises not subject to this Mortgage to rely on the Premises
or any part thereof or any interest therein to fulfill any Legal Requirement,
and Mortgagor hereby assigns to Mortgagee any and all rights to give consent for
all or any portion of the Premises or any interest therein to be so used.
Mortgagor shall not by act or omission impair the integrity of any of the Real
Estate as a single zoning lot separate and apart from all other premises.
Mortgagor represents that each parcel of the Real Estate constitutes a legally
subdivided lot, in compliance with all subdivision laws and similar Legal
Requirements, except to the extent that failure to comply therewith, in the
aggregate, would not

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                                                                               6

reasonably be expected to have a Material Adverse Effect. Any act or omission by
Mortgagor which would result in a violation of any of the provisions of this
subsection shall be void.

                  4. Payment of Taxes and Other Impositions. (a) Except as
expressly permitted under the Credit Agreement, Mortgagor, prior to delinquency,
shall pay and discharge all taxes of every kind and nature (including, without
limitation, all real and personal property, income, franchise, withholding,
transfer, gains, profits and gross receipts taxes), all charges for any easement
or agreement maintained for the benefit of any of the Mortgaged Property, all
general and special assessments, levies, permits, inspection and license fees,
all water and sewer rents and charges and all other public charges even if
unforeseen or extraordinary, imposed upon or assessed against or which may
become a lien on any of the Mortgaged Property, or arising in respect of the
occupancy, use or possession thereof, together with any penalties or interest on
any of the foregoing (all of the foregoing are collectively referred to as the
"IMPOSITIONS"). Mortgagor shall within 30 days after the request of Mortgagee
deliver to Mortgagee (i) original or copies of receipted bills and cancelled
checks or other evidence of payment of such Imposition if it is a real estate
tax or other public charge and (ii) evidence acceptable to Mortgagee in its
reasonable discretion showing the payment of any other such Imposition. If by
law any Imposition, at Mortgagor's option, may be paid in installments (whether
or not interest shall accrue on the unpaid balance of such Imposition),
Mortgagor may elect to pay such Imposition in such installments and shall be
responsible for the payment of such installments with interest, if any.

                  (b) Nothing herein shall affect any right or remedy of
Mortgagee under this Mortgage or otherwise, without notice or demand to
Mortgagor, to pay any Imposition after the date such Imposition shall have
become delinquent, and to add to the Indebtedness the amount so paid, together
with interest from the time of payment at the rate of interest described in
subsection 2.15(c) of the Credit Agreement (the "DEFAULT RATE"). Any sums paid
by Mortgagee in discharge of any Impositions shall be (i) a charge on the
Premises secured hereby prior to any right or title to, interest in, or claim
upon the Premises subordinate to the lien of this Mortgage, and (ii) payable on
demand by Mortgagor to Mortgagee together with interest at the Default Rate as
set forth above.

                  (c) Mortgagor shall not claim, demand or be entitled to
receive any credit or credits toward the satisfaction of this Mortgage or on any
interest payable thereon for any taxes assessed against the Mortgaged Property
or any part thereof, and shall not claim any deduction from the taxable value of
the Mortgaged Property by reason of this Mortgage.

                  (d) Mortgagor shall have the right pursuant to subsection 7.3
of the Credit Agreement to contest in good faith to the amount or validity of
any Imposition by appropriate proceedings diligently conducted with reserves in
conformity with GAAP, provided that Mortgagor shall demonstrate to Mortgagee's
reasonable satisfaction that such proceedings shall operate conclusively to
prevent the sale of the Mortgaged Property, or any part thereof, to satisfy such
Imposition prior to final determination of such proceedings.

                  (e) Upon written notice to Mortgagor, Mortgagee during the
continuance of an Event of Default (as defined below) shall be entitled to
require Mortgagor to pay monthly in

<PAGE>

                                                                               7

advance to Mortgagee the equivalent of l/12th of the estimated annual
Impositions. Mortgagee may commingle such funds with its own funds but Mortgagor
shall be entitled to interest thereon at a rate mutually agreed upon by
Mortgagor and Mortgagee.

                  5. Insurance. (a) Mortgagor shall maintain or cause to be
maintained on all of the Premises:

                  (i) property insurance against loss or damage by fire,
         lightning, windstorm, tornado, water damage, flood, earthquake and by
         such other further risks and hazards as now are or subsequently may be
         covered by an "all risk" policy or a fire policy covering "special"
         causes of loss (provided, however, that the maintenance of insurance
         against earthquake, windstorm, flood and freeze risks shall be subject
         to availability of such insurance coverage on commercially reasonable
         terms). The policy shall include building ordinance law endorsements
         and the policy limits shall be automatically reinstated after each loss
         (other than with respect to flood and earthquake coverage which shall
         be reinstated on a commercially reasonable basis);

                  (ii) commercial general liability insurance under a policy
         including the "broad form CGL endorsement" (or which incorporates the
         language or similar language of such endorsement), covering all claims
         for personal injury, bodily injury or death, or property damage,
         subject to standard policy terms, conditions and exclusions, occurring
         on, in or about the Premises in an amount not less than $10,000,000
         combined single limit with respect to personal injury, bodily injury or
         death, or property damage relating to any one occurrence plus such
         excess limits as Mortgagee shall reasonably request from time to time;

                  (iii) when and to the extent reasonably required by Mortgagee,
         insurance against loss or damage by any other risk commonly insured
         against by persons occupying or using like properties in the locality
         or localities in which the Real Estate is situated;

                  (iv) during the course of any construction or repair of
         Improvements, commercial general liability insurance under a policy
         including the "broad form CGL endorsement" (or which incorporates the
         language or similar language of such endorsement), (including coverage
         for elevators and escalators, if any). The policy shall include
         coverage for independent contractors and completed operations. The
         completed operations coverage shall stay in effect for two years after
         construction of any Improvements has been completed. The policy shall
         provide coverage on an occurrence basis against claims for personal
         injury, including, without limitation, bodily injury, and death, and
         property damage resulting from Mortgagor's negligence or other behavior
         for which Mortgagor may be adjudged tortiously liable, subject to
         standard policy terms, conditions and exclusions, occurring on, in or
         about the Premises and the adjoining streets, sidewalks and
         passageways, such insurance to afford immediate minimum protection to a
         limit of not less than that reasonably required by Mortgagee with
         respect to personal injury, bodily injury or death to any one or more
         persons or damage to property;

<PAGE>

                                                                               8

                  (v) during the course of any construction or repair of the
         Improvements, workers' compensation insurance (including employer's
         liability insurance) for all employees of Mortgagor engaged on or with
         respect to the Premises in such amounts no less than the limits
         established by law, or in the case of employer's liability insurance,
         no less than $500,000, provided that Mortgagor may self-insure any or
         all workers' compensation liabilities;

                  (vi) during the course of any construction, addition,
         alteration or repair of the Improvements, builder's risk completed
         value property insurance form against "all risks of physical loss"
         (subject to standard policy exclusions), including collapse, water
         damage, flood and earthquake and transit coverage, during construction
         or repairs of the Improvements, with deductible approved by Mortgagee
         in its reasonable discretion, in reporting form, covering the total
         replacement value of work performed and equipment, supplies and
         materials furnished (with an appropriate limit for soft costs in the
         case of construction); provided, however, that the maintenance of
         insurance against earthquake and flood risks shall be subject to
         availability of such insurance coverage on commercially reasonable
         terms;

                  (vii) boiler and machinery property insurance covering
         pressure vessels, air tanks, boilers, machinery, pressure piping,
         heating, air conditioning and elevator equipment and escalator
         equipment, provided the Improvements contain equipment of such nature,
         in such amounts as are reasonably satisfactory to Mortgagee but not
         less than the lesser of $1,000,000 or 10% of the value of the
         Improvements;

                  (viii) if any portion of the Premises are located in an area
         identified in the Federal Register as having special flood hazards by
         the Secretary of Housing and Urban Development or other applicable
         agency, flood insurance covering any parcel of the Mortgaged Property
         which contains improvements in an amount satisfactory to Mortgagee in
         its reasonable discretion, but in no event less than the maximum limit
         of coverage available with respect to the particular type of property
         under the National Flood Insurance Act of 1968, as amended and with a
         term ending not later than the maturity of the Indebtedness and
         Mortgagee shall receive confirmation that Mortgagor has received the
         notice required pursuant to Section 208.8(e)(3) of Regulation H of the
         Board of Governors of The Federal Reserve System; and

                  (ix) such other insurance in such amounts as Mortgagee may
         reasonably request from time to time.

Each insurance policy (other than flood insurance written under the National
Flood Insurance Act of 1968, as amended, in which case to the extent available)
shall (i) provide that it shall not be cancelled, non-renewed or, in the case of
property and boiler and machinery insurance, materially amended without 30-days'
prior written notice to Mortgagee, (ii) with respect to all property insurance,
subject to availability on commercially reasonable terms, provide for
deductibles not to exceed $250,000, other than with respect to (a) flood,
freeze, windstorm and earthquake perils for which deductibles shall not exceed
the greater of $500,000 or 5% of values at risk per location involved in loss
and (b) boiler and machinery coverage for which deductibles shall not

<PAGE>

                                                                               9

exceed the greater of $500,000 or five times 100% of the daily time element
value, contain a "Replacement Cost Endorsement" without any deduction made for
depreciation and with no coinsurance penalty (or attaching an agreed amount
endorsement satisfactory to Mortgagee in its reasonable discretion), with loss
payable solely to Mortgagee (modified, if necessary and to the extent available
under such policy, to provide that proceeds in the amount of replacement cost
may be retained by Mortgagee without the obligation to rebuild) as its interest
may appear, without contribution, under a "standard" or "New York" mortgagee
clause acceptable to Mortgagee in its reasonable discretion and be written by
insurance companies having an A.M. Best Company, Inc. rating of A- or higher and
a financial size category of not less than VII, or otherwise as approved by
Mortgagee in its reasonable discretion and (iii) contain a "manuscript"
endorsement providing that Mortgagor may not unilaterally cancel such policy
without Mortgagee's prior written consent. Liability insurance policies shall
name Mortgagee as an additional insured and contain a waiver of subrogation
against Mortgagee; all such policies shall indemnify and hold Mortgagee harmless
from all liability claims occurring on, in or about the Premises and the
adjoining streets, sidewalks and passageways, subject to standard policy terms,
conditions and exclusions. The amounts of each insurance policy and the form of
each such policy shall at all times be satisfactory to Mortgagee in its
reasonable discretion. Each policy shall expressly provide that any proceeds
which are payable to Mortgagee shall be paid by check payable to the order of
Mortgagee only and requiring the endorsement of Mortgagee only. If any required
insurance shall expire, be withdrawn, become void by breach of any condition
thereof by Mortgagor or by any lessee of any part of the Mortgaged Property or
become void or unsafe by reason of the failure or impairment of the capital of
any insurer, Mortgagor shall immediately obtain new or additional insurance
satisfactory to Mortgagee in its reasonable discretion. Mortgagor shall not take
out any separate or additional insurance which is contributing in the event of
loss unless it is properly endorsed and otherwise satisfactory to Mortgagee in
all respects in its reasonable discretion.

                  (b) Mortgagor shall deliver to Mortgagee an original of each
insurance policy required to be maintained, or a certificate of such insurance
acceptable to Mortgagee in its reasonable discretion, together with a copy of
the declaration page for each such policy. Mortgagor shall (i) pay as they
become due all premiums for such insurance, (ii) not later than seven days prior
to the expiration of each policy to be furnished pursuant to the provisions of
this Section, deliver a renewed policy or policies, or certificates of insurance
acceptable to Mortgagee, in its reasonable discretion, or duplicate original or
originals thereof. Upon the reasonable request of Mortgagee, Mortgagor shall
cause its insurance underwriter or broker to certify to Mortgagee in writing
that all the requirements of this Mortgage governing insurance have been
satisfied.

                  (c) If Mortgagor is in default of its obligations to insure or
deliver any such policy or policies, or certificates of insurance acceptable to
Mortgagee, in its reasonable discretion, then Mortgagee, at its option and
without notice, may effect such insurance from year to year, and pay the premium
or premiums therefor, and Mortgagor shall pay to Mortgagee on demand such
premium or premiums so paid by Mortgagee with interest from the time of payment
at the Default Rate and the same shall be deemed to be secured by this Mortgage
and shall be collectible in the same manner as the Indebtedness secured by this
Mortgage.

<PAGE>

                                                                              10

                  (d) Mortgagor shall increase the amount of property insurance
required to equal 100% replacement cost pursuant to the provisions of this
Section at the time of each renewal of each policy (but not later than 12 months
from the date of this Mortgage and each successive 12 month period to occur
thereafter) by using the Morgan & Swift Building Cost Index to determine whether
there shall have been an increase in the replacement value since the most recent
adjustment and, if there shall have been such an increase, the amount of
insurance required shall be adjusted accordingly.

                  (e) Mortgagor promptly shall in all material respects comply
with and conform to (i) all provisions of each such insurance policy, and (ii)
all requirements of the insurers applicable to Mortgagor or to any of the
Mortgaged Property or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration or repair of any of the Mortgaged Property.
Mortgagor shall not use or permit the use of the Mortgaged Property in any
manner which would permit any insurer to cancel any insurance policy or void
coverage required to be maintained by this Mortgage.

                  (f) (i) If the Mortgaged Property, or any part thereof, shall
be destroyed or damaged by fire or any other casualty, whether insured or
uninsured, or in the event any claim is made against Mortgagor for any personal
injury, bodily injury or property damage incurred on or about the Premises,
Mortgagor shall promptly give notice thereof to Mortgagee.

                  (ii) If the Mortgaged Property is damaged by fire or other
         casualty and the cost to repair such damage is less than $1,000,000,
         then provided that no Event of Default shall have occurred and be
         continuing, Mortgagor shall have the right to adjust such loss, and the
         insurance proceeds relating to such loss may be paid over to Mortgagor;
         provided that Mortgagor shall, promptly after any such damage, repair
         such damage to the extent required by subsection 6.5 of the Credit
         Agreement regardless of whether any insurance proceeds have been
         received or whether such proceeds, if received, are sufficient to pay
         for the costs of repair.

                  (iii) If the Mortgaged Property is damaged by fire or other
         casualty, and the cost to repair such damage exceeds the limit in
         Section 5(f)(ii) above, or if an Event of Default shall have occurred
         and be continuing, then Mortgagor authorizes and empowers Mortgagee, at
         Mortgagee's option and in Mortgagee's reasonable discretion, as
         attorney-in-fact for Mortgagor, to make proof of loss, to adjust and
         compromise any claim under any insurance policy, to appear in and
         prosecute any action arising from any policy, to collect and receive
         insurance proceeds and to deduct therefrom Mortgagee's reasonable
         expenses incurred in the collection process. Each insurance company
         concerned is hereby authorized and directed to make payment for such
         loss directly to Mortgagee. Mortgagee shall have the right to require
         Mortgagor to repair or restore the Mortgaged Property to the extent
         required by subsection 6.5 of the Credit Agreement, and Mortgagor
         hereby designates Mortgagee as its attorney-in-fact for the purpose of
         making any election required or permitted under any insurance policy
         relating to such repair or restoration. The insurance proceeds or any
         part thereof received by Mortgagee may be applied by Mortgagee toward
         reimbursement of all reasonable costs and expenses of

<PAGE>

                                                                              11

          Mortgagee in collecting such proceeds, and the balance, at Mortgagee's
          option in its sole and absolute discretion, to the principal (to the
          installments in inverse order of maturity, if payable in installments)
          and interest due or to become due under the Notes, the Credit
          Agreement or the other Loan Documents, to fulfill any other Obligation
          of Mortgagor, to the restoration or repair of the property damaged, or
          released to Mortgagor. Application by Mortgagee of any insurance
          proceeds toward the last maturing installments of principal and
          interest due or to become due on the Loans shall not excuse Mortgagor
          from making any regularly scheduled payments due thereunder, nor shall
          such application extend or reduce the amount of such payments. In the
          event Mortgagee elects to release such proceeds to Mortgagor,
          Mortgagor shall be obligated to use such proceeds to restore or repair
          the Mortgaged Property to the extent required by subsection 6.5 of the
          Credit Agreement.

                  (g) In the event of foreclosure of this Mortgage or other
transfer of title to the Mortgaged Property in extinguishment of the
Indebtedness, all right, title and interest of Mortgagor in and to any insurance
policies then in force, to the extent assignable or transferable, shall pass to
the purchaser or grantee and Mortgagor hereby appoints Mortgagee its
attorney-in-fact, in Mortgagor's name, to assign and transfer all such policies
and proceeds to such purchaser or grantee.

                  (h) Upon written notice to Mortgagor, Mortgagee, during the
continuance of an Event of Default, shall be entitled to require Mortgagor to
pay monthly in advance to Mortgagee the equivalent of 1/12th of the estimated
annual premiums due on such insurance. Mortgagee may commingle such funds with
its own funds but Mortgagor shall be entitled to interest thereon at a rate
mutually agreed upon by Mortgagor and Mortgagee.

                  (i) Mortgagor may maintain insurance required under this
Mortgage by means of one or more blanket insurance policies maintained by
Mortgagor; provided, however, that (A) any such policy shall specify, or
Mortgagor shall furnish to Mortgagee a written statement from the insurer so
specifying, the maximum amount of the total insurance afforded by such blanket
policy that is allocated to the Premises and the other Mortgaged Property and
any sublimits and aggregates in such blanket policy applicable to the Premises
and the other Mortgaged Property, (B) each such blanket policy shall include an
endorsement providing that, in the event of a loss resulting from an insured
peril, insurance proceeds shall be allocated to the Mortgaged Property in an
amount equal to the coverages required to be maintained by Mortgagor as provided
above (subject to applicable sublimits and aggregates) and (C) the protection
afforded under any such blanket policy shall be no less than that which would
have been afforded under a separate policy or policies relating only to the
Mortgaged Property (subject to applicable sublimits and aggregates).

                  6. Restrictions on Liens and Encumbrances. Except for the lien
of this Mortgage and the Permitted Exceptions and except as otherwise permitted
pursuant to the terms of the Credit Agreement, Mortgagor shall not further
encumber the Mortgaged Property nor create or suffer to exist any lien, charge
or encumbrance on the Mortgaged Property, or any part thereof, whether superior
or subordinate to this Mortgage and whether recourse or non-recourse.

<PAGE>

                                                                              12

                  7. Due on Sale and Other Transfer Restrictions. Except as may
be otherwise expressly permitted under the Credit Agreement, Mortgagor shall not
sell, transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

                  8. Maintenance; No Alteration; Inspection; Utilities. (a)
Mortgagor shall maintain or cause to be maintained all the Improvements in good
condition and repair and shall not commit or suffer any waste of the
Improvements. To the extent required under subsection 6.5 of the Credit
Agreement, Mortgagor shall repair, restore, replace or rebuild promptly any part
of the Premises which may be damaged or destroyed by any casualty whatsoever to
a condition substantially equivalent to its condition prior to the damage or
destruction. Except as permitted by the Credit Agreement, the Improvements shall
not be demolished or materially altered, nor any material additions built,
without the prior written consent of Mortgagee, provided that Mortgagor may make
alterations or additions without the consent of Mortgagee that do not materially
reduce the value of the Mortgaged Property.

                  (b) Mortgagee and any persons authorized by Mortgagee shall,
upon reasonable notice and at any reasonable time, have the right to enter and
inspect the Premises and the right to inspect all work done, labor performed and
materials furnished in and about the Improvements and the right to inspect and
make copies, to the extent reasonable, of all books, contracts and records of
Mortgagor relating to the Mortgaged Property.

                  (c) Except as permitted under subsection 6.3 of the Credit
Agreement, Mortgagor shall pay or cause to be paid prior to delinquency, all
utility charges which are incurred for gas, electricity, water or sewer services
furnished to the Premises and all other assessments or charges of a similar
nature, whether public or private, affecting the Premises or any portion
thereof, whether or not such assessments or charges are liens thereon.

                  9. Condemnation/Eminent Domain. Promptly upon obtaining
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Mortgagor will notify Mortgagee of
the pendency of such proceedings. Mortgagor authorizes Mortgagee, at Mortgagee's
option and in Mortgagee's reasonable discretion, as attorney-in-fact for
Mortgagor, to commence, appear in and prosecute, in Mortgagee's or Mortgagor's
name, any action or proceeding relating to any condemnation of the Mortgaged
Property, or any portion thereof, and to settle or compromise any claim in
connection with such condemnation upon the occurrence and during the continuance
of an Event of Default. If Mortgagee elects not to participate in such
condemnation proceeding, then Mortgagor shall, at its expense, diligently
prosecute any such proceeding and shall consult with Mortgagee, its attorneys
and experts and cooperate with them in any defense of any such proceedings. All
awards and proceeds of condemnation shall be applied in the same manner as
insurance proceeds, and to the extent such awards and proceeds exceed $1,000,000
and no Event of Default shall have occurred and be continuing, such awards and
proceeds shall be assigned to Mortgagee to be applied in the same manner as
insurance proceeds, as provided above in subsection 5(f)(iii) above, and
Mortgagor agrees to execute any such assignments of all such awards as Mortgagee
may request.

<PAGE>

                                                                              13

                  10. Restoration. If Mortgagee elects or is required hereunder
to release funds to Mortgagor for restoration of any of the Mortgaged Property,
then such restoration shall be performed in accordance with such conditions as
Mortgagee shall impose in its reasonable discretion, and as are customarily
imposed by construction lenders.

                  11. Leases. (a) Mortgagor shall not (i) execute an assignment
or pledge of any Lease relating to all or any portion of the Mortgaged Property
other than in favor of Mortgagee, or (ii) without the prior written consent of
Mortgagee, which consent shall not be unreasonably withheld or delayed, execute
or permit to exist any Lease of any of the Mortgaged Property, except for
Permitted Exceptions and except as may be otherwise expressly permitted under
the Credit Agreement.

                  (b) As to any Lease consented to by Mortgagee under subsection
1l(a) above, Mortgagor shall:

                  (i) promptly perform in all material respects all of the
         provisions of the Lease on the part of the lessor thereunder to be
         performed;

                  (ii) promptly enforce all of the material provisions of the
         Lease on the part of the lessee thereunder to be performed;

                  (iii) appear in and defend any action or proceeding arising
         under or in any manner connected with the Lease or the obligations of
         Mortgagor as lessor or of the lessee thereunder;

                  (iv) exercise, within 5 business days after a reasonable
         request by Mortgagee, any right to request from the lessee a
         certificate with respect to the status thereof;

                  (v) promptly deliver to Mortgagee copies of any notices of
         default which Mortgagor may at any time forward to or receive from the
         lessee;

                  (vi) promptly deliver to Mortgagee a fully executed
         counterpart of the Lease; and

                  (vii) promptly deliver to Mortgagee, upon Mortgagee's
         reasonable request, if permitted under such Lease, an assignment of the
         Mortgagor's interest under such Lease.

                  (c) Mortgagor shall deliver to Mortgagee, within 10 business
days after a reasonable request by Mortgagee, a written statement, certified by
Mortgagor as being true, correct and complete, containing the names of all
lessees and other occupants of the Mortgaged Property, the terms of all Leases
and the spaces occupied and rentals payable thereunder, and a list of all Leases
which are then in default, including the nature and magnitude of the default;
such statement shall be accompanied by such other information as Mortgagee may
reasonably request.

<PAGE>

                                                                              14

                  (d) All Leases entered into by Mortgagor after the date
hereof, if any, and all rights of any lessees thereunder shall be subject and
subordinate in all respects to the lien and provisions of this Mortgage unless
Mortgagee shall otherwise elect in writing.

                  (e) In the event of the enforcement by Mortgagee of any remedy
under this Mortgage the lessee under each Lease shall, if requested by Mortgagee
or any other person succeeding to the interest of Mortgagee as a result of such
enforcement, and if provided, at such lessee's request, with a nondisturbance
agreement from Mortgagee or such person, attorn to Mortgagee or to such person
and shall recognize Mortgagee or such successor in interest as lessor under the
Lease without change in the provisions thereof; provided however, that Mortgagee
or such successor in interest shall not be: (i) bound by any payment of an
installment of rent or additional rent which may have been made more than 30
days before the due date of such installment; (ii) bound by any amendment or
modification to the Lease made without the consent of Mortgagee or such
successor in interest; (iii) liable for any previous act or omission of
Mortgagor (or its predecessors in interest); (iv) responsible for any monies
owing by Mortgagor to the credit of such lessee or subject to any credits,
offsets, claims, counterclaims, demands or defenses which the lessee may have
against Mortgagor (or its predecessors in interest); (v) bound by any covenant
to undertake or complete any construction of the Premises or any portion
thereof; or (vi) obligated to make any payment to such lessee other than any
security deposit actually delivered to Mortgagee or such successor in interest.
Each lessee or other occupant, upon request by Mortgagee or such successor in
interest, shall execute and deliver an instrument or instruments confirming such
attornment. In addition, Mortgagor agrees that each Lease entered into after the
date of this Mortgage shall include language to the effect of subsections (d)
and (e) of this Mortgage Section and language to the effect that if any act or
omission of Mortgagor would give any lessee under such Lease the right,
immediately or after lapse of a period of time, to cancel or terminate such
Lease, or to abate or offset against the payment of rent or to claim a partial
or total eviction, such lessee shall not exercise such right until it has given
written notice of such act or omission to Mortgagee and until a reasonable
period for remedying such act or omission shall have elapsed following the
giving of such notice without a remedy being effected; provided that the
provisions of such subsections shall be self-operative and any failure of any
Lease to include such language shall not impair the binding effect of such
provisions on any lessee under such Lease.

                  12. Further Assurances/Estoppel Certificates. To further
assure Mortgagee's rights under this Mortgage, Mortgagor agrees upon demand of
Mortgagee to do any act or execute any additional documents (including, but not
limited to, security agreements on any personalty included or to be included in
the Mortgaged Property and a separate assignment of each Lease in recordable
form) as may be reasonably required by Mortgagee to confirm the rights or
benefits conferred on Mortgagee by this Mortgage.

                  13. Mortgagee's Right to Perform. If Mortgagor fails to
perform any of the covenants or agreements of Mortgagor, Mortgagee, without
waiving or releasing Mortgagor from any obligation or default under this
Mortgage, may, at any time (but shall be under no obligation to) pay or perform
the same, and the amount or cost thereof, with interest at the Default Rate,
shall immediately be due from Mortgagor to Mortgagee and the same shall be
secured by this Mortgage and shall be an encumbrance on the Mortgaged Property
prior to any right, title to,

<PAGE>

                                                                              15

interest in or claim upon the Mortgaged Property attaching subsequent to the
date of this Mortgage. No payment or advance of money by Mortgagee under this
Section shall be deemed or construed to cure Mortgagor's default or waive any
right or remedy of Mortgagee.

                  14. Events of Default. The occurrence of an Event of Default
under the Credit Agreement shall constitute an Event of Default hereunder.

                  15. Remedies. (a) Upon the occurrence of any Event of Default,
in addition to any other rights and remedies Mortgagee may have pursuant to the
Loan Documents, or as provided by law, and without limitation, the Indebtedness
and all other amounts payable with respect to the Loans, the Letters of Credit,
the Credit Agreement, this Mortgage and the other Security Documents shall
become due and payable as provided in the Credit Agreement. Except as expressly
provided above in this Section, presentment, demand, protest and all other
notices of any kind are hereby expressly waived. In addition, upon the
occurrence of any Event of Default, Mortgagee may immediately take such action,
without notice or demand, as it deems advisable to protect and enforce its
rights against Mortgagor and in and to the Mortgaged Property, including, but
not limited to, the following actions, each of which may be pursued concurrently
or otherwise, at such time and in such manner as Mortgagee may determine, in its
sole discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee:

                  (i) Mortgagee may, to the extent permitted by applicable law,
         (A) institute and maintain an action of judicial foreclosure against
         all or any part of the Mortgaged Property (as described below), (B)
         institute and maintain an action on the Notes, the Credit Agreement or
         the other Security Documents, (C) sell all or part of the Mortgaged
         Property (Mortgagor expressly granting to Mortgagee the power of sale),
         or (D) take such other action at law or in equity for the enforcement
         of this Mortgage or any of the Loan Documents as the law may allow.
         Mortgagee may proceed in any such action to final judgment and
         execution thereon for all sums due hereunder, together with interest
         thereon at the Default Rate and all costs of suit, including, without
         limitation, reasonable attorneys' fees and disbursements. Interest at
         the Default Rate shall be due on any judgment obtained by Mortgagee
         from the date of judgment until actual payment is made of the full
         amount of the judgment.

                  (ii) Mortgagee may personally, or by its agents, attorneys and
         employees and without regard to the adequacy or inadequacy of the
         Mortgaged Property or any other collateral as security for the
         Indebtedness and Obligations enter into and upon the Mortgaged Property
         and each and every part thereof and exclude Mortgagor and its agents
         and employees therefrom without liability for trespass, damage or
         otherwise (Mortgagor hereby agreeing to surrender possession of the
         Mortgaged Property to Mortgagee upon demand at any such time) and use,
         operate, manage, maintain and control the Mortgaged Property and every
         part thereof. Following such entry and taking of possession, Mortgagee
         shall be entitled, without limitation, (x) to lease all or any part or
         parts of the Mortgaged Property for such periods of time and upon such
         conditions as Mortgagee may, in its discretion, deem proper, (y) to
         enforce, cancel or modify any Lease and (z) generally to execute, do
         and perform any other act, deed, matter or thing

<PAGE>

                                                                              16

         concerning the Mortgaged Property as Mortgagee shall deem appropriate
         as fully as Mortgagor might do.

                  Mortgagor acknowledges that it has been advised that Mortgagee
recognizes the value of the security covered hereby is inextricably intertwined
with the effectiveness of the management, maintenance and general operation of
the Mortgaged Property, and that Mortgagee would not extend the Indebtedness
secured hereby unless it could be assured that such Mortgagee would have the
right to take possession of the Mortgaged Property in order to manage or to
control management thereof, and to enjoy the income, rents and profits
therefrom, immediately upon default by Mortgagor hereunder, notwithstanding that
foreclosure proceedings may not have been instituted, or are pending, or the
redemption period may not have expired. Accordingly, Mortgagor hereby knowingly,
intelligently and voluntarily waives all right to possession of the Mortgaged
Property from and after the occurrence of an Event of Default hereunder, upon
demand for possession by Mortgagee, and Mortgagor agrees not to assert any
objection or defense to Mortgagee's request or petition to a court for
possession. The rights hereby conferred upon Mortgagee have been agreed upon
prior to any default by Mortgagor hereunder and the exercise by Mortgagee of any
such rights shall not be deemed to put Mortgagee in the status of a "mortgagee
in possession". Mortgagor acknowledges that this provision is material to this
transaction and that Mortgagee would not extend the Indebtedness secured hereby
but for this paragraph.

                  (b) The holder of this Mortgage, in any action to foreclose
it, shall be entitled to the appointment of a receiver. In case of a foreclosure
sale, the Real Estate may be sold, at Mortgagee's election, in one parcel or in
more than one parcel and if in more than one parcel the same may be divided as
Mortgagee may elect and Mortgagee is specifically empowered, (without being
required to do so, and in its sole and absolute discretion) to cause successive
sales of portions of the Mortgaged Property to be held. At the election of
Mortgagee, the Mortgaged Property may be offered first in parcels and then as a
whole, the offer producing the highest price for the entire property offered to
prevail. Mortgagor hereby waives any right to require any such sale to be made
in parcels or any right to select such parcels.

                  (c) In the event of any breach of any of the covenants,
agreements, terms or conditions contained in this Mortgage, and notwithstanding
to the contrary any exculpatory or non-recourse language which may be contained
herein, Mortgagee shall be entitled to enjoin such breach and obtain specific
performance of any covenant, agreement, term or condition and Mortgagee shall
have the right to invoke any equitable right or remedy as though other such
rights and remedies were provided for in this Mortgage.

                  (d) In the event of a default because of the existence of any
lien upon the Mortgaged Property, Mortgagee shall have the right (without being
obligated to do so or to continue to do so), without notice to Mortgagor, to
advance on and for the account of Mortgagor such sums as Mortgagee in its sole
discretion deems necessary to cure such default or to induce the holder of any
such lien to forbear from exercising its rights thereunder. Notwithstanding
anything herein to the contrary, the repayment of all such advances, with
interest thereon at the Default Rate from the date of each such advance, shall
be immediately due and payable without demand.

<PAGE>

                                                                              17

                  16. Right of Mortgagee to Credit Sale. Upon the occurrence of
any sale made under this Mortgage, whether made under the power of sale or by
virtue of judicial proceedings or of a judgment or decree of foreclosure and
sale, Mortgagee may bid for and acquire the Mortgaged Property or any part
thereof. In lieu of paying cash therefor, Mortgagee may make settlement for the
purchase price by crediting upon the Indebtedness or other sums secured by this
Mortgage the net sales price after deducting therefrom the expenses of sale and
the cost of the action and any other sums which Mortgagee is authorized to
deduct under this Mortgage. In such event, this Mortgage, the Notes and other
instruments evidencing the Indebtedness and any and all documents evidencing
expenditures secured hereby may be presented to the person or persons conducting
the sale in order that the amount so used or applied may be credited upon the
Indebtedness as having been paid.

                  17. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Mortgagee as a matter of right and without notice to
Mortgagor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Mortgagor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property,
without requiring the posting of a surety bond and without reference to the
adequacy or inadequacy of the value of the Mortgaged Property or the solvency or
insolvency of Mortgagor or any other party obligated for payment of all or any
part of the Indebtedness, and whether or not waste has occurred with respect to
the Mortgaged Property. Mortgagor hereby irrevocably consents to such
appointment and waives notice of any application therefor (except as may be
required by law). Any such receiver or receivers shall have all the usual powers
and duties of receivers in like or similar cases and all the powers and duties
of Mortgagee in case of entry as provided in this Mortgage, including, without
limitation and to the extent permitted by law, the right to enter into leases of
all or any part of the Mortgaged Property, and shall continue as such and
exercise all such powers until the date of confirmation of sale of the Mortgaged
Property unless such receivership is sooner terminated.

                  18. Extension, Release, etc. (a) Without affecting the charge
of this Mortgage upon any portion of the Mortgaged Property not then or
theretofore released as security for the full amount of the Indebtedness,
Mortgagee may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Mortgagee's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Mortgage shall secure less
than all of the principal amount of the Indebtedness, it is expressly agreed
that any repayments of the principal amount of the Indebtedness shall not reduce
the amount of the encumbrance of this Mortgage until the encumbrance amount
shall equal the principal amount of the Indebtedness outstanding.

                  (b) No recovery of any judgment by Mortgagee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall

<PAGE>

                                                                              18

affect the encumbrance of this or any liens, rights, powers or remedies of
Mortgagee hereunder, and such liens, rights, powers and remedies shall continue
unimpaired.

                  (c) If Mortgagee shall have the right to foreclose this
Mortgage, Mortgagor authorizes Mortgagee at its option to foreclose the lien of
this Mortgage subject to the rights of any tenants of the Mortgaged Property.
The failure to make any such tenants parties defendant to any such foreclosure
proceeding and to foreclose their rights will not be asserted by Mortgagor as a
defense to any proceeding instituted by Mortgagee to collect the Indebtedness or
to foreclose this Mortgage.

                  (d) Unless expressly provided otherwise, in the event that
ownership of this Mortgage and title to the Mortgaged Property or any estate
therein shall become vested in the same person or entity, this Mortgage shall
not merge in such title but shall continue as a valid charge on the Mortgaged
Property for the amount secured hereby.

                  19. Security Agreement under Uniform Commercial Code. (a) It
is the intention of the parties hereto that this Mortgage shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code (the
"CODE") of the State in which the Mortgaged Property is located. If an Event of
Default shall occur under this Mortgage, then in addition to having any other
right or remedy available at law or in equity, Mortgagee shall have the option
of either (i) proceeding under the Code and exercising such rights and remedies
as may be provided to a secured party by the Code with respect to all or any
portion of the Mortgaged Property which is personal property (including, without
limitation, taking possession of and selling such property) or (ii) treating
such property as real property and proceeding with respect to both the real and
personal property constituting the Mortgaged Property; or in accordance with
Mortgagee's rights, powers and remedies with respect to the real property (in
which event the default provisions of the Code shall not apply). If Mortgagee
shall elect to proceed under the Code, then five days' notice of sale of the
personal property shall be deemed reasonable notice and the reasonable expenses
of retaking, holding, preparing for sale, selling and the like incurred by
Mortgagee shall include, but not be limited to, reasonable attorneys' fees and
legal expenses. At Mortgagee's request, during the continuance of an Event of
Default, Mortgagor shall assemble the personal property and make it available to
Mortgagee at a place designated by Mortgagee which is reasonably convenient to
both parties.

                  (b) Mortgagor and Mortgagee agree, to the extent permitted by
law, that: (i) all of the goods described within the definition of the word
"Equipment" are or are to become fixtures on the Real Estate; (ii) this Mortgage
upon recording or registration in the real estate records of the proper office
shall constitute a financing statement filed as a "fixture filing" within the
meaning of Sections 9-313 and 9-402 of the Code; (iii) Mortgagor is the record
owner of the Real Estate; (iv) the mailing addresses of Mortgagor and Mortgagee
are as set forth on the first page of this Mortgage; (v) Mortgagor's federal tax
identification number is 34-1658458 and (vi) Mortgagee's federal tax
identification number is 52-1128875. In addition, for purposes of Article 9 of
the Uniform Commercial Code, (i) Mortgagor is the "debtor", (ii) Mortgagee is
the "secured party" and (iii) information concerning the security interest
created hereby may be obtained from Mortgagee at its address on the first page
of this Mortgage.

<PAGE>

                                                                              19

                  (c) Mortgagor, upon request by Mortgagee from time to time,
shall execute, acknowledge and deliver to Mortgagee one or more separate
security agreements, in form satisfactory to Mortgagee in its reasonable
discretion, covering all or any part of the Mortgaged Property and will further
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, any financing statement, affidavit, continuation statement or
certificate or other document as Mortgagee may request in order to perfect,
preserve, maintain, continue or extend the security interest under and the
priority of this Mortgage and such security instrument. Mortgagor further agrees
to pay to Mortgagee on demand all reasonable costs and expenses incurred by
Mortgagee in connection with the preparation, execution, recording, filing and
re-filing of any such document and all reasonable costs and expenses of any
record searches for financing statements Mortgagee shall reasonably require. If
Mortgagor shall fail to furnish any financing or continuation statement within
10 days after request by Mortgagee, then pursuant to the provisions of the Code,
Mortgagor hereby authorizes Mortgagee, without the signature of Mortgagor, to
execute and file any such financing and continuation statements. The filing of
any financing or continuation statements in the records relating to personal
property or chattels shall not be construed as in any way impairing the right of
Mortgagee to proceed against any personal property encumbered by this Mortgage
as real property, as set forth above.

                  20. Assignment of Rents. Mortgagor hereby absolutely and
unconditionally assigns, transfers, conveys and sets over to Mortgagee, the
Rents as further security for the payment of the Indebtedness and performance of
the Obligations, and Mortgagor grants to Mortgagee the right to enter the
Mortgaged Property for the purpose of collecting the same and to let the
Mortgaged Property or any part thereof and to apply the Rents on account of the
Indebtedness. The foregoing assignment and grant is present and absolute and
shall continue in effect until the Indebtedness is paid in full, but Mortgagee
hereby waives the right to enter the Mortgaged Property for the purpose of
collecting the Rents, letting the Mortgaged Property or any part thereof or
applying the Rents and Mortgagor shall be entitled to collect, receive, use and
retain the Rents until the occurrence of an Event of Default under this
Mortgage; such right of Mortgagor to collect, receive, use and retain the Rents
may be revoked by Mortgagee upon the occurrence of any Event of Default under
this Mortgage by giving not less than five days' written notice of such
revocation to Mortgagor; in the event such notice is given, Mortgagor shall pay
over to Mortgagee, or to any receiver appointed to collect the Rents, any lease
security deposits, and shall pay monthly in advance to Mortgagee, or to any such
receiver, the fair and reasonable rental value as determined by Mortgagee for
the use and occupancy of the Mortgaged Property or of such part thereof as may
be in the possession of Mortgagor or any affiliate of Mortgagor, and upon
default in any such payment Mortgagor and any such affiliate will vacate and
surrender the possession of the Mortgaged Property to Mortgagee or to such
receiver, and in default thereof may be evicted by summary proceedings or
otherwise. Mortgagor shall not accept prepayments of installments of Rent to
become due for a period of more than one month in advance (except for security
deposits and estimated payments of percentage rent, if any).

                  21. Trust Funds. All lease security deposits of the Real
Estate shall be treated as trust funds not to be commingled with any other funds
of Mortgagor. Within 10 days after request by Mortgagee, Mortgagor shall furnish
Mortgagee satisfactory evidence of compliance with this subsection, together
with a statement of all lease security deposits by lessees and copies

<PAGE>

                                                                              20

of all Leases not previously delivered to Mortgagee under which such security
deposits are held, which statement shall be certified by Mortgagor.

                  22. Additional Rights. The holder of any subordinate lien or
subordinate deed of trust on the Mortgaged Property shall have no right to
terminate any Lease whether or not such Lease is subordinate to this Mortgage
nor shall any holder of any subordinate lien or subordinate mortgage join any
tenant under any Lease in any action to foreclose the lien or modify, interfere
with, disturb or terminate the rights of any tenant under any Lease. By
recordation of this Mortgage all subordinate lienholders under subordinate
mortgages are subject to and notified of this provision, and any action taken by
any such lienholder or mortgagee contrary to this provision shall be null and
void. Upon the occurrence of any Event of Default, Mortgagee may, in its sole
discretion and without regard to the adequacy of its security under this
Mortgage, apply all or any part of any amounts on deposit with Mortgagee under
this Mortgage against all or any part of the Indebtedness. Any such application
shall not be construed to cure or waive any Default or Event of Default or
invalidate any act taken by Mortgagee on account of such Default or Event of
Default.

                  23. Changes in Method of Taxation. In the event of the passage
after the date hereof of any law of any Governmental Authority deducting from
the value of the Premises for the purposes of taxation any lien or mortgage
thereon, or changing in any way the laws for the taxation of mortgages or deeds
of trust or debts secured thereby for federal, state or local purposes, or the
manner of collection of any such taxes, and imposing a tax, either directly or
indirectly, on mortgages or deeds of trust or debts secured thereby, the holder
of this Mortgage shall have the right to declare the Indebtedness due on a date
to be specified by not less than 30 days' written notice to be given to
Mortgagor unless within such 30-day period Mortgagor shall assume as an
Obligation hereunder the payment of any tax so imposed until full payment of the
Indebtedness and such assumption shall be permitted by law.

                  24. Notices. Mortgagor and Mortgagee hereby request that a
copy of any notice of default and a copy of any notice of sale hereunder shall
be mailed to each of them at the addresses set forth herein.

                  25. No Oral Modification. This Mortgage may not be changed or
terminated orally. Any agreement made by Mortgagor and Mortgagee after the date
of this Mortgage relating to this Mortgage shall be superior to the rights of
the holder of any intervening or subordinate mortgage, lien or encumbrance.
Mortgagor's execution of any written agreement between Mortgagor and Mortgagee
shall not be required for the effectiveness thereof as between Mortgagor and
Mortgagee.

                  26. Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage 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. Notwithstanding to the contrary anything contained in this Mortgage or
in any provisions of the Indebtedness or Loan Documents, the obligations of
Mortgagor and of any other obligor under the Indebtedness or Loan Documents
shall be subject to the limitation that

<PAGE>

                                                                              21

Mortgagee shall not charge, take or receive, nor shall Mortgagor or any other
obligor be obligated to pay to Mortgagee, any amounts constituting interest in
excess of the maximum rate permitted by law to be charged by Mortgagee.

                  27. Mortgagor's Waiver of Rights. To the fullest extent
permitted by law, Mortgagor waives the benefit of all laws now existing or that
may subsequently be enacted providing for (i) any appraisement before sale of
any portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Mortgagor may do
so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead,
claim or take the benefit or advantage of any law now or hereafter in force
providing for any appraisement, valuation, stay, exemption, extension or
redemption, or requiring foreclosure of this Mortgage before exercising any
other remedy granted hereunder and Mortgagor, for Mortgagor and its successors
and assigns, and for any and all persons ever claiming any interest in the
Mortgaged Property, to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the secured indebtedness and
marshalling in the event of foreclosure of the liens hereby created.

                  28. Remedies Not Exclusive. Mortgagee shall be entitled to
enforce payment of the Indebtedness and performance of the Obligations and to
exercise all rights and powers under this Mortgage or under any of the other
Loan Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by deed of trust, mortgage, security
agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this
Mortgage nor its enforcement, shall prejudice or in any manner affect
Mortgagee's right to realize upon or enforce any other security now or hereafter
held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce
this Mortgage and any other security now or hereafter held by Mortgagee in such
order and manner as Mortgagee may determine in its absolute discretion. No
remedy herein conferred upon or reserved to Mortgagee is intended to be
exclusive of any other remedy herein or by law provided or permitted, but each
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Loan Documents to Mortgagee or to which
either may otherwise be entitled, may be exercised, concurrently or
independently, from time to time and as often as may be deemed expedient by
Mortgagee. In no event shall Mortgagee, in the exercise of the remedies provided
in this Mortgage (including, without limitation, in connection with the
assignment of Rents, or the appointment of a receiver and the entry of such
receiver on to all or any part of the Mortgaged Property), be deemed a
"mortgagee in possession," and Mortgagee shall not in any way be made liable for
any act, either of commission or omission, in connection with the exercise of
such remedies.

                  29. Multiple Security. If (a) the Premises shall consist of
one or more parcels, whether or not contiguous and whether or not located in the
same county, or (b) in addition to this Mortgage, Mortgagee shall now or
hereafter hold or be the mortgagee of one or more additional mortgages, liens,
deeds of trust or other security (directly or indirectly) for the

<PAGE>

                                                                              22

Indebtedness upon other property in the State in which the Premises are located
(whether or not such property is owned by Mortgagor or by others) or (c) both
the circumstances described in clauses (a) and (b) shall be true, then to the
fullest extent permitted by law, Mortgagee may, at its election, commence or
consolidate in a single foreclosure action all foreclosure proceedings against
all such collateral securing the Indebtedness (including the Mortgaged
Property), which action may be brought or consolidated in the courts of any
county in which any of such collateral is located. Mortgagor acknowledges that
the right to maintain a consolidated foreclosure action is a specific inducement
to Mortgagee to extend the Indebtedness, and Mortgagor expressly and irrevocably
waives any objections to the commencement or consolidation of the foreclosure
proceedings in a single action and any objections to the laying of venue or
based on the grounds of forum non conveniens which it may now or hereafter have.
Mortgagor further agrees that if Mortgagee shall be prosecuting one or more
foreclosure or other proceedings against a portion of the Mortgaged Property or
against any collateral other than the Mortgaged Property, which collateral
directly or indirectly secures the Indebtedness, or if Mortgagee shall have
obtained a judgment of foreclosure or similar judgment against such collateral,
then, whether or not such proceedings are being maintained or judgments were
obtained in or outside the State in which the Premises are located, Mortgagee
may commence or continue any foreclosure proceedings and exercise its other
remedies granted in this Mortgage against all or any part of the Mortgaged
Property and Mortgagor waives any objections to the commencement or continuation
of a foreclosure of this Mortgage or exercise of any other remedies hereunder
based on such other proceedings or judgments, and waives any right to seek to
dismiss, stay, remove, transfer or consolidate either any action under this
Mortgage or such other proceedings on such basis. Neither the commencement nor
continuation of proceedings to foreclose this Mortgage nor the exercise of any
other rights hereunder nor the recovery of any judgment by Mortgagee in any such
proceedings shall prejudice, limit or preclude Mortgagee's right to commence or
continue one or more foreclosure or other proceedings or obtain a judgment
against any other collateral (either in or outside the State in which the Real
Estate is located) which directly or indirectly secures the Indebtedness, and
Mortgagor expressly waives any objections to the commencement of, continuation
of, or entry of a judgment in such other proceedings or exercise of any remedies
in such proceedings based upon any action or judgment connected to this
Mortgage, and Mortgagor also waives any right to seek to dismiss, stay, remove,
transfer or consolidate either such other proceedings or any sale or action
under this Mortgage on such basis. It is expressly understood and agreed that to
the fullest extent permitted by law, Mortgagee may, at its election, cause the
sale of all collateral which is the subject of a single foreclosure action at
either a single sale or at multiple sales conducted simultaneously and take such
other measures as are appropriate in order to effect the agreement of the
parties to dispose of and administer all collateral securing the Indebtedness
(directly or indirectly) in the most economical and least time-consuming manner.

                  30. Successors and Assigns. All covenants of Mortgagor
contained in this Mortgage are imposed solely and exclusively for the benefit of
Mortgagee and its respective successors and assigns, and no other person or
entity 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 Mortgagee at any tune
if in its sole discretion such waiver is deemed advisable. All such covenants of
Mortgagor shall run with the land and bind Mortgagor, the successors and assigns
of Mortgagor (and each of

<PAGE>

                                                                              23

them) and all subsequent owners, encumbrancers and tenants of the Mortgaged
Property, and shall inure to the benefit of Mortgagee, and its respective
successors and assigns. The word "Mortgagor" shall be construed as if it read
"Mortgagors" whenever the sense of this Mortgage so requires and if there shall
be more than one Mortgagor, the obligations of the Mortgagors shall be joint and
several.

                  31. No Waivers, etc. Any failure by Mortgagee to insist upon
the strict performance by Mortgagor of any of the terms and provisions of this
Mortgage shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Mortgagee, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Mortgagor of any and all of
the terms and provisions of this Mortgage to be performed by Mortgagor.
Mortgagee may release, regardless of consideration and without the necessity for
any notice to or consent by the mortgagee of any subordinate mortgage or the
holder of any subordinate lien on the Mortgaged Property, any part of the
security held for the obligations secured by this Mortgage without, as to the
remainder of the security, in anywise impairing or affecting the lien of this
Mortgage or the priority of such lien over any subordinate lien or mortgage.

                  32. Governing Law, etc. This Mortgage shall be governed by and
construed in accordance with the laws of the State in which the Premises are
located, except that Mortgagor expressly acknowledges that by its terms the
Credit Agreement shall be governed and construed in accordance with the laws of
the State of New York, without regard to principles of conflict of law, and for
purposes of consistency, Mortgagor agrees that in any in personam proceeding
related to this Mortgage the rights of the parties to this Mortgage shall also
be governed by and construed in accordance with the laws of the State of New
York governing contracts made and to be performed in that State, without regard
to principles of conflict of law.

                  33. Waiver of Trial by Jury. Mortgagor and Mortgagee each
hereby irrevocably and unconditionally waive trial by jury in any action, claim,
suit or proceeding relating to this Mortgage and for any counterclaim brought
therein.

                  34. Certain Definitions. Unless the context clearly indicates
a contrary intent or unless otherwise specifically provided herein, words used
in this Mortgage shall be used interchangeably in singular or plural form and
the word "Mortgagor" shall mean "each Mortgagor or any subsequent owner or
owners of the Mortgaged Property or any part thereof or interest therein," the
word "Mortgagee" shall mean "Mortgagee or any successor Administrative Agent,"
the word "Notes" shall mean "the notes that may from time to time be given
pursuant to the terms of the Credit Agreement or any other evidence of
indebtedness secured by this Mortgage" the word "person" shall include any
individual, corporation, partnership, trust, unincorporated association,
government, governmental authority, or other entity, and the words "Mortgaged
Property" shall include any portion of the Mortgaged Property or interest
therein. Whenever the context may require, any pronouns used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural and vice versa. The captions
in this Mortgage are for convenience or reference only and in no way limit or
amplify the provisions hereof.

<PAGE>

                                                                              24

                  35. Reconveyance of Mortgage. Upon payment in full of the
Indebtedness, the termination of all Commitments under the Credit Agreement
secured hereby and the compliance with the Obligations then required to be
complied with, Mortgagee shall execute and deliver the encumbrance of this
Mortgage. If any of the Mortgaged Property shall be sold, transferred or
otherwise disposed of by Mortgagor in a transaction expressly permitted by the
Credit Agreement, then Mortgagee shall execute and deliver to Mortgagor (at the
sole cost and expense of Mortgagor) all releases, reconveyances or other
documents reasonably necessary or desirable for the release of such Mortgaged
Property from the encumbrance of this Mortgage.

                  36. Conflict with Credit Agreement. In the event of any
conflict or inconsistency between the terms and provisions of this Mortgage and
the terms and provisions of the Credit Agreement, the terms and provisions of
the Credit Agreement shall govern, other than with respect to the Section of
this Mortgage captioned "Governing Law, etc.". By their execution of the Credit
Agreement, each Lender hereby agrees that it shall not have the right to
institute any suit for enforcement of Notes or any other Indebtedness secured by
this Mortgage or any other Security Document, if and to the extent that the
institution or prosecution thereof or the entry of judgment therein would, under
applicable law, result in the surrender, impairment, waiver or loss of the Lien
of this Mortgage or any other Security Document or impede or delay the
enforcement of the Lien of this Mortgage or any other Security Document.

                  37. Revolving Credit Loans. A portion of the Indebtedness
secured by this Mortgage is a revolving line of credit under which advances,
payments and readvances may be made from time to time.

<PAGE>

                                                                              25

                  This Mortgage has been duly executed by Mortgagor on the date
first above written.

                                                 DAY INTERNATIONAL, INC.

                                                 By: /s/ Dennis R. Wolters
                                                     ---------------------------
                                                     Name: Dennis R. Wolters
                                                     Title: President

                                                 Attest:

                                                 By: /s/ David B. Freimuth
                                                     ---------------------------
                                                     Name: David B. Freimuth
                                                     Title: Vice President

ATTEST:

Signed, sealed and delivered
in our Presence:

/s/ Steven F. Skerl
-----------------------------
Name: Steven F. Skerl

/s/ Thomas J. Koenig
-----------------------------
Name: Thomas J. Koenig

<PAGE>

STATE OF: OHIO       )
                      :ss.:
COUNTY OF: MONTGOMERY)

                  PERSONALLY APPEARED before me the undersigned witness who
signed above and who being first duly sworn deposes and says that s/he saw the
within named DAY INTERNATIONAL, INC., by DENNIS R. WOLTERS, its PRESIDENT,
attested by DAVID B. FREIMUTH, its VICE PRESIDENT, sign, seal and as its act and
deed deliver the within-written Mortgage for the uses and purposes therein
mentioned and that s/he with the other witness who signed above witnessed the
execution thereof.

                                                  /s/ Thomas J. Koenig
                                             -------------------------------
                                             Signature of Proving Witness

SWORN TO BEFORE ME this 19th day of October, 1999

/s/ Kimberly L. Smith
-------------------------------------
Notary Public for Ohio
My commission expires 3/5/2003       [SEAL]  KIMBERLY L. SMITH, Notary Public
                                             In and for the State of Ohio
                                             My Commission Expires March 5, 2003
<PAGE>

                                   SCHEDULE A

         All that certain place, parcel, or lot of land, lying and being in the
City of Mouldin, County of Greenville, State of South Corolina, being located
and bounded by U.S. Route 276 to the west, Birdfield Subdivision to the north,
property of BCM Associates, now or formerly, to the east, and Forrester Drive to
the south, and being more fully shown and designated on a plot entitled
"ALTA/ACSM LAND TITLE SURVEY FOR ARMSTRONG WORLD INDUSTRIES, INC.", by Dolton &
Naves Co., dated August 9, 1999, last revised __________________, 1999 and
having the following metes and bounds to wit:

         Beginning at an iron pin set at the intersection of the eastern right
of way U.S. Route 276 and the northern right of way of Forrester Drive, and
noted P.O.B.

         Thence running along the eastern right of way of U.S. Route 276,
N18'21'15"W for a distance of 231.30 feet to an iron pin set.

         Thence continuing along the eastern right of U.S. Route 276 with a
curve having a radius of 1479.16 feet, a length of 217.59 feet, chord of
N22'34'07"W for a distance of 217.40 feet to an iron pin set.

         Thence turning and continuing along the eastern right of way of U.S.
Route 276 $6313'02"W for a distance of 14.02 feet to an iron pin set.

         Thence turning and continuing along the eastern right of way of U.S.
Route 276, N28'39'04"W for a distance of 95.63 feet to an iron pin set.

         Thence continuing along the eastern right of way of U.S. Route 276,
N32'25'04"W for a distance of 99.8Q feet to an iron pin set.

         Thence continuing along the eastern right of way of U.S. Route 276,
N38'59'04"W for a distance of 138.25 feet to a concrete monument found.

         Thence turning and running along the property line of the Birdfield
Subdivision, N30'00'56"E for a distance of 704.29 feet to an iron pin found.

         Thence turning and running along the property line of BCM Associates
(now or formerly), $32'51'36"E for a distance of 1,073,83 feet to an iron pin
found on the northern right of way of Forrester Drive.

         Thence turning and running along the northern right of way of Forrester
Drive, $58'01'31"W for a distance of 23.03 feet to an iron pin set.

         Thence continuing along the northern right of way of Forrester Drive,
N77'00'43"W for a distance of 35.38 feet to an iron pin set.

         Thence continuing along the northern right of way of Forrester Drive,
N32'02'57"W for a distance of 91.80 feet to an iron pin set.

         Thence continuing along the northern right of way of Forrester Drive,
$57'57'03"W for a distance of 88.00 feet to an iron pin set.

         Thence continuing along the northern right of way of Forrester Drive,
$32'02'57"E for a distance of 84.93 feet to an iron pin set.

         Thence continuing along the northern right of way of Forrester Drive,
$22'29'25"W for a distance of 42.97 feet to an iron pin set.

         Thence continuing along the northern right of way of Forrester Drive
with a curve having a radius of 1472.37 feet, length of 302.38 feet, chord of
$52'12'29"W for a distance of 301.85 feet to a nail set.

         Thence continuing along the northern right of way of Forrester Drive,
$55'11'28"W for a distance of 55.61 feet to an iron pin set.

         Thence continuing along the northern right of way of Forrester Drive,
$56'53'28"W for a distance of 201.24 feet to the point of beginning containing
within said bounds 13.223 acres or 575.990 square feet being subject to all
legal rights of way and easements of records.

</TEXT>
</DOCUMENT>
