KOGER EQUITY INC
KOGER EQUITY - EXHIBIT 10(A)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>a4320709_ex10a.txt
<DESCRIPTION>KOGER EQUITY - EXHIBIT 10(A)
<TEXT>
                                                                  EXHIBIT 10(a)


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

Hardin G. Halsey, Esq.
Womble Carlyle Sandridge & Rice, PLLC
P.O. Drawer 84
Winston-Salem, NC  27102
-------------------------------------








           DEED TO SECURE DEBT, SECURITY AGREEMENT AND FIXTURE FILING



                                       BY



                               KOGER RAVINIA, LLC,

                      a Delaware limited liability company

                                   as Grantor



                                       TO



                      METROPOLITAN LIFE INSURANCE COMPANY,

                             a New York corporation,

                                   as Grantee



                                December 17, 2002



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                                TABLE OF CONTENTS

                                                                                                                     Page
<S>     <C>                                                                                                           <C>
ARTICLE I - GRANT OF SECURITY..........................................................................................2
-----------------------------
         Section 1.01  REAL PROPERTY GRANT.............................................................................2
         ---------------------------------
         Section 1.02  PERSONAL PROPERTY GRANT.........................................................................3
         -------------------------------------
         Section 1.03  CONDITIONS TO GRANT.............................................................................3
         ---------------------------------
ARTICLE II - GRANTOR COVENANTS.........................................................................................4
------------------------------
         Section 2.01  DUE AUTHORIZATION, EXECUTION, AND DELIVERY......................................................4
         --------------------------------------------------------
         Section 2.02  PERFORMANCE BY GRANTOR..........................................................................4
         ------------------------------------
         Section 2.03  WARRANTY OF TITLE...............................................................................4
         -------------------------------
         Section 2.04  TAXES, LIENS AND OTHER CHARGES..................................................................4
         --------------------------------------------
         Section 2.05  ESCROW DEPOSITS.................................................................................5
         -----------------------------
         Section 2.06  CARE AND USE OF THE PROPERTY....................................................................5
         ------------------------------------------
         Section 2.07  COLLATERAL SECUIRTY INSTRUMENTS.................................................................6
         ---------------------------------------------
         Section 2.08  SUITS AND OTHER ACTS TO PROTECT THE PROPERTY....................................................6
         ----------------------------------------------------------
         Section 2.09  LIENS AND ENCUMBRANCES..........................................................................7
         ------------------------------------
ARTICLE III - INSURANCE................................................................................................7
-----------------------
         Section 3.01  REQUIRED INSURANCE AND TERMS OF INSURANCE POLICIES..............................................7
         ----------------------------------------------------------------
         Section 3.02  ADJUSTMENT OF CLAIMS...........................................................................10
         ----------------------------------
         Section 3.03  ASSIGNMENT TO GRANTEE..........................................................................10
         -----------------------------------
ARTICLE IV - BOOKS, RECORDS AND ACCOUNTS..............................................................................10
----------------------------------------
         Section 4.01  BOOKS AND RECORDS..............................................................................10
         -------------------------------
         Section 4.02  PROPERTY REPORTS...............................................................................10
         ------------------------------
         Section 4.03  ADDITIONAL MATTERS.............................................................................11
         --------------------------------
ARTICLE V - LEASES AND OTHER AGREEMENTS AFFECTING THE PROPERTY........................................................11
--------------------------------------------------------------
         Section 5.01  GRANTOR'S REPRESENTATIONS AND WARRANTIES.......................................................11
         ------------------------------------------------------
         Section 5.02  ASSIGNMENT OF LEASES...........................................................................11
         ----------------------------------
         Section 5.03  PERFORMANCE OF OBLIGATIONS.....................................................................12
         ----------------------------------------
         Section 5.04  SUBORDINATE LEASES.............................................................................12
         --------------------------------
         Section 5.05  LEASING COMMISSIONS............................................................................12
         ---------------------------------
ARTICLE VI - ENVIRONMENTAL HAZARDS....................................................................................12
----------------------------------
         Section 6.01  REPRESENTATIONS AND WARRANTIES.................................................................12
         --------------------------------------------
         Section 6.02  REMEDIAL WORK..................................................................................13
         ---------------------------
         Section 6.03  ENVIRONMENTAL SITE ASSESSMENT..................................................................13
         -------------------------------------------
         Section 6.04  UNSECURED OBLIGATIONS..........................................................................14
         -----------------------------------
         Section 6.05  HAZARDOUS MATERIALS............................................................................14
         ---------------------------------
         Section 6.06  REQUIREMENTS OF ENVIRONMENTAL LAWS.............................................................14
         ------------------------------------------------
ARTICLE VII - CASUALTY, CONDEMNATION AND RESTORATION..................................................................15
----------------------------------------------------
         Section 7.01  GRANTOR'S REPRESENTATIONS......................................................................15
         ---------------------------------------
         Section 7.02  RESTORATION....................................................................................15
         -------------------------
         Section 7.03  CONDEMNATION...................................................................................16
         --------------------------
         Section 7.04  REQUIREMENTS FOR RESTORATION...................................................................16
         ------------------------------------------
ARTICLE VIII - REPRESENTATIONS OF GRANTOR.............................................................................18
-----------------------------------------
         Section 8.01  ERISA..........................................................................................18
         -------------------
         Section 8.02  NON-RELATIONSHIP...............................................................................18
         ------------------------------
         Section 8.03  NO ADVERSE CHANGE..............................................................................18
         -------------------------------
         Section 8.04  FOREIGN INVESTOR...............................................................................18
         ------------------------------
ARTICLE IX - EXCULPATION AND LIABILITY................................................................................19
--------------------------------------
         Section 9.01  LIABILITY OF GRANTOR...........................................................................19
         ----------------------------------
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<TABLE>
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<S>      <C>                                                                                                         <C>
ARTICLE X - CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY...............................................................19
-------------------------------------------------------
         Section 10.01  CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION...................................19
         --------------------------------------------------------------------------
         Section 10.02  PROHIBITION ON SUBORDINATE FINANCING..........................................................20
         ---------------------------------------------------
         Section 10.03  RESTRICTIONS ON ADDITIONAL OBLIGATIONS........................................................20
         -----------------------------------------------------
         Section 10.04  STATEMENTS REGARDING OWNERSHIP................................................................20
         ---------------------------------------------
ARTICLE XI - DEFAULTS AND REMEDIES....................................................................................20
----------------------------------
         Section 11.01  EVENTS OF DEFAULT.............................................................................20
         --------------------------------
         Section 11.02  REMEDIES UPON DEFAULT.........................................................................21
         ------------------------------------
         Section 11.03  APPLICATION OF PROCEEDS OF SALE...............................................................23
         ----------------------------------------------
         Section 11.04  WAIVER OF JURY TRIAL..........................................................................23
         -----------------------------------
         Section 11.05  GRANTEE'S RIGHT TO PERFORM GRANTOR'S OBLIGATIONS..............................................23
         ---------------------------------------------------------------
         Section 11.06  GRANTEE REIMBURSEMENT.........................................................................23
         ------------------------------------
         Section 11.07  FEES AND EXPENSES.............................................................................23
         --------------------------------
         Section 11.08  WAIVER OF CONSEQUENTIAL DAMAGES...............................................................23
         ----------------------------------------------
ARTICLE XII - GRANTOR AGREEMENTS AND FURTHER ASSURANCES...............................................................24
-------------------------------------------------------
         Section 12.01  PARTICIPATION AND SALE OF LOAN................................................................24
         ---------------------------------------------
         Section 12.02  REPLACEMENT OF NOTE...........................................................................24
         ----------------------------------
         Section 12.03  GRANTOR'S ESTOPPEL............................................................................24
         ---------------------------------
         Section 12.04  FURTHER ASSURANCES............................................................................24
         ---------------------------------
         Section 12.05  SUBROGATION...................................................................................25
         --------------------------
ARTICLE XIII - SECURITY AGREEMENT.....................................................................................25
---------------------------------
         Section 13.01  SECURITY AGREEMENT............................................................................25
         ---------------------------------
         Section 13.02  REPRESENTATIONS AND WARRANTIES................................................................25
         ---------------------------------------------
         Section 13.03  CHARACTERIZATION OF PROPERTY..................................................................25
         -------------------------------------------
         Section 13.04  PROTECTION AGAINST PURCHASE MONEY SECURITY INTERESTS..........................................26
         -------------------------------------------------------------------
ARTICLE XIV - SECURITIZATION PROVISIONS...............................................................................26
---------------------------------------
         Section 14.01  SINGLE PURPOSE ENTITY.........................................................................26
         -------------------------------------
         Section 14.02  LOCKBOX AGREEMENT.............................................................................27
         ---------------------------------
         Section 14.03  INDEPENDENT DIRECTOR..........................................................................27
         ------------------------------------
         Section 14.04  BANKRUPTCY REMOTE ENTITY......................................................................27
         ----------------------------------------
         Section 14.05  NON-CONSOLIDATION OPINION.....................................................................27
         -----------------------------------------
ARTICLE XV - MISCELLANEOUS COVENANTS..................................................................................27
------------------------------------
         Section 15.01  NO WAIVER.....................................................................................27
         ------------------------
         Section 15.02  NOTICES.......................................................................................28
         ----------------------
         Section 15.03  HEIRS AND ASSIGNS; TERMINOLOGY................................................................28
         ---------------------------------------------
         Section 15.04  SEVERABILITY..................................................................................28
         ---------------------------
         Section 15.05  APPLICABLE LAW................................................................................28
         -----------------------------
         Section 15.06  CAPTIONS......................................................................................28
         -----------------------
         Section 15.07  TIME OF THE ESSENCE...........................................................................28
         ----------------------------------
         Section 15.08  NO MERGER.....................................................................................28
         ------------------------
         Section 15.09  NO MODIFICATIONS..............................................................................28
         -------------------------------
         Section 15.10  WAIVER........................................................................................28
         ----------------------
         Section 15.11  NATURE OF DOCUMENT............................................................................29
         ----------------------------------
         Section 15.12  SECURITIES LAWS...............................................................................29
         -------------------------------


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                                        2

           DEED TO SECURE DEBT, SECURITY AGREEMENT AND FIXTURE FILING

                                  DEFINED TERMS
<S>                                                                      <C>
------------------------------------------------------------------------ ------------------------------------------------------
Execution Date:  The date set forth on the cover page hereof.            Grantee & Address:
                                                                         Metropolitan Life Insurance Company
                                                                         10 Park Avenue
                                                                         Morristown, New Jersey 07960
                                                                         Attention:    Senior Vice President
                                                                                       Real Estate Investments
                                                                         and
                                                                         Metropolitan Life Insurance Company
                                                                         2400 Lakeview Parkway, Suite 400
                                                                         Alpharetta, Georgia 30004
                                                                         Attention:           Vice-President or Associate
                                                                                           General Counsel

------------------------------------------------------------------------ ------------------------------------------------------

Note: The promissory note dated as of the Execution Date made by Grantor to the
order of Grantee in the principal amount of $85,000,000 and which has a maturity
date of January 1, 2008.


Grantor:
-------------------------------------------------------------------------------------------------------------------------------
Koger Ravinia, LLC, a Delaware limited liability company, whose address is 433
Plaza Real, Suite 335, Boca Raton, Florida 33432.
-------------------------------------------------------------------------------------------------------------------------------

Liable Parties:

Koger Equity, Inc., a Florida corporation, whose address is 433 Plaza Real, Suite 335, Boca Raton, Florida 33432.

--------------------------------------------------------------------- ---------------------------------------------------------
County in which the Property is located:                              State in which the Property is located:
                               DeKalb                                                         Georgia
--------------------------------------------------------------------- ---------------------------------------------------------

Address for Insurance Notification:                                   Insurance:
Metropolitan Life Insurance Company                                   Commercial General Liability:  $25 Million
 and/or its successors and assigns                                    Full Replacement Cost:  $125,000,000.00 including
One MetLife Plaza                                                     personal property
27-01 Queens Plaza North                                              Boiler and Machinery:   Included in Replacement Cost
Long Island City, New York 11101                                      Business Income (Rent Loss):    $19,000,000.00
   Attn:  Risk Management Unit, Area:  7 C                            Terrorism Insurance:   See Article III

-------------------------------------------------------------------------------------------------------------------------------
Use:   Office Building
-------------------------------------------------------------------------------------------------------------------------------

Loan Documents: The Note, this Deed To Secure Debt and any other documents
related to the Note and/or this Deed To Secure Debt and all renewals,
amendments, modifications, restatements and extensions of these documents.
Indemnity Agreement: Unsecured Indemnity Agreement dated as of the Execution
Date and executed by Grantor in favor of Grantee. Guaranty: Guaranty dated as of
the Execution Date and executed by Liable Parties. The Indemnity Agreement and
the Guaranty are not Loan Documents and shall survive repayment of the Loan or
other termination of the Loan Documents.
-------------------------------------------------------------------------------------------------------------------------------
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                                       1
<PAGE>


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

                                 R E C I T A L S

     A. This Deed To Secure Debt secures: (1) the payment of the indebtedness
evidenced by the Note with interest at the rates set forth in the Note, together
with all renewals, modifications, consolidations and extensions of the Note, all
additional advances or fundings made by Grantee, and any other amounts required
to be paid by Grantor under any of the Loan Documents, (collectively, the
"Secured Indebtedness", and sometimes referred to as the "Loan") and (2) the
full performance by Grantor of all of the terms, covenants and obligations set
forth in any of the Loan Documents.

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

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


                          ARTICLE I - GRANT OF SECURITY

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

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

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

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


                                       2
<PAGE>


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

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

     (6) all licenses, contracts, management agreements, guaranties, warranties,
franchise agreements, permits, or certificates relating to the ownership, use,
operation or maintenance of the Land and/or Improvements; and

     (7) all names by which the Land and/or Improvements may be operated or
known, and all rights to carry on business under those names, and all
trademarks, trade names, and goodwill relating to the Land and/or Improvements.

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

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

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

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

     (3) all plans and specifications prepared for construction of the
Improvements, and all contracts and agreements of Grantor relating to the plans
and specifications or to the construction of the Improvements;

     (4) all equipment, machinery, fixtures, goods, accounts, general
intangibles, documents, instruments and chattel paper and all substitutions,
replacements of, and additions to, any of the these items;

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

     (6) all proceeds from the voluntary or involuntary disposition or claim
respecting any of the foregoing items (including judgments, condemnation awards
or otherwise).

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

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

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


                                       3
<PAGE>

ARTICLE II - GRANTOR COVENANTS

Section 2.01  DUE AUTHORIZATION, EXECUTION, AND DELIVERY.

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

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

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

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

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

Section 2.03  WARRANTY OF TITLE.

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

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

Section 2.04  TAXES, LIENS AND OTHER CHARGES.

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


                                       4
<PAGE>

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

Section 2.05 ESCROW DEPOSITS. Without limiting the effect of Section 2.04 and
Section 3.01, Grantor shall pay to Grantee monthly on the same date the monthly
installment is payable under the Note, an amount equal to 1/12th of the amounts
Grantee reasonably estimates are necessary to pay, on an annualized basis, (1)
all Impositions and (2) the premiums for the insurance policies required under
this Deed To Secure Debt (collectively the "Premiums") until such time as
Grantor has deposited an amount equal to the annual charges for these items and
on demand, from time to time, shall pay to Grantee any additional amounts
necessary to pay the Premiums and Impositions. Grantor will furnish to Grantee
bills for Impositions and Premiums thirty (30) days before Impositions become
delinquent and such Premiums become due for payment. No amounts paid as
Impositions or Premiums shall be deemed to be trust funds and these funds may be
commingled with the general funds of Grantee without any requirement to pay
interest to Grantor on account of these funds. If an Event of Default occurs,
Grantee shall have the right, at its election, to apply any amounts held under
this Section 2.05 in reduction of the Secured Indebtedness, or in payment of the
Premiums or Impositions for which the amounts were deposited.

Section 2.06  CARE AND USE OF THE PROPERTY.

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

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

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


                                       5
<PAGE>

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

          (iv) Grantor shall abstain from, and not permit, the commission of
     waste to the Property and shall not remove or alter in any substantial
     manner, the structure or character of any Improvements without the prior
     written consent of Grantee. The foregoing shall not preclude tenant
     improvement work performed in the ordinary course of business.

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

          (vi) Construction of the Improvements on the Property is complete.

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

     (b) Grantee shall have the right, at any time and from time to time during
normal business hours, to enter the Property in order to ascertain Grantor's
compliance with the Loan Documents, to examine the condition of the Property, to
perform an appraisal, to undertake surveying or engineering work, and to inspect
premises occupied by tenants. Grantor shall cooperate with Grantee performing
these inspections

     (c) Grantor shall use, or cause to be used, the Property continuously for
the Use. Grantor shall not use, or permit the use of, the Property for any other
use without the prior written consent of Grantee. To the extent the Property is
used as a residential apartment complex, (i) Grantor shall not file or record a
declaration of condominium, master deed of trust or mortgage or any other
similar document evidencing the imposition of a so-called "condominium regime"
whether superior or subordinate to this Deed To Secure Debt and (ii) Grantor
shall not permit any part of the Property to be converted to, or operated as, a
"cooperative apartment house" whereby the tenants or occupants participate in
the ownership, management or control of any part of the Property.

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

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

Section 2.08  SUITS AND OTHER ACTS TO PROTECT THE PROPERTY.

     (a) Grantor shall immediately notify Grantee of the commencement, or
receipt of notice, of any and all actions or proceedings or other material
matter or claim affecting the Property and/or the interest of Grantee under the
Loan Documents (collectively, "Actions"); provided, however, the Grantor will
not be required to notify Grantee of litigation commenced by Grantor for the
enforcement of lease obligations against a tenant under a lease of less than
26,000 square feet. Grantor shall appear in and defend any Actions.


                                       6
<PAGE>

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

Section 2.09 LIENS AND ENCUMBRANCES. Without the prior written consent of
Grantee, to be exercised in Grantee's sole and absolute discretion, other than
the Permitted Exceptions, Grantor shall not create, place or allow to remain any
lien or encumbrance on the Property, including deeds of trust, mortgages,
security interests, conditional sales, mechanic liens, tax liens or assessment
liens regardless of whether or not they are subordinate to the lien created by
this Deed To Secure Debt (collectively, "Liens and Encumbrances"). If any Liens
and Encumbrances are recorded against the Property or any part of the Property,
Grantor shall obtain a discharge and release of any Liens and Encumbrances
within thirty (30) days after receipt of notice of their existence.


               ARTICLE III - INSURANCE

Section 3.01 REQUIRED INSURANCE AND TERMS OF INSURANCE POLICIES.

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

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

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

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


                                       7
<PAGE>

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

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

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

          (6) Workers' Compensation insurance, subject to the statutory limits
     of the State, and employer's liability insurance with a limit of at least
     $1,000,000 per accident and per disease per employee, and $1,000,000 for
     disease in the aggregate in respect of any work or operations on or about
     the Property, or in connection with the Property or its operations (if
     applicable). It is understood that the insurance policy maintained by
     Grantor as of the date hereof provides for limits of $100,000 per accident
     and per disease per employee and $500,000 for disease aggregate; that said
     policy expires on June 30, 2003; and that upon expiration of said policy,
     Grantor will obtain insurance compliant with this paragraph.

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

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

          (9) Insurance from and against all losses, damages, costs, expenses,
     claims and liabilities related to or arising from acts of terrorism, of
     such types, in the amount of $85,000,000.00, with such deductibles, issued
     by such companies, and on such forms of insurance policies as required by
     Grantee. In the event that insurance for acts of terrorism or insurance
     substantially similar thereto is not available (as determined by Grantee in
     its reasonable judgment) under the coverages described in this Article III,
     then with respect to the Loan only, such insurance shall not be required
     for such coverages, provided that in furtherance and not in limitation of
     the foregoing requirements of this paragraph 3.01(a)(9): (a) the form of
     any exclusion of coverage for acts of terrorism or matters substantially
     similar thereto shall be reasonably acceptable to Grantee, and (b) in the
     event that at any time during the term of the Loan: (i) Grantor or any of
     the Liable Parties obtains insurance coverage


                                       8
<PAGE>

for acts of terrorism or insurance substantially similar thereto (collectively
in this paragraph, "such insurance coverage") for the Property, or (ii) Grantor,
or any of the Liable Parties, or any affiliate of Grantor or any of the Liable
Parties obtains such insurance coverage with respect to one or more of its
properties other than the Property, or (iii) Grantee advises Grantor that
Grantee has determined that such insurance coverage is available with respect to
the Property to Grantor or to Grantee (as determined by Grantee in its
reasonable judgment), Grantor shall be required to maintain such insurance
coverage at Grantor's sole cost and expense, in such form, for such amounts,
with such deductibles, and issued by such companies, as shall be reasonably
acceptable to Lender with respect to the Property and the Loan for the benefit
of Lender. For so long as insurance for acts of terrorism or insurance
substantially similar thereto is not maintained with respect to the Loan in
accordance with the terms of this paragraph, Grantor shall provide to Grantee
twice each twelve-month period after the date of this Deed to Secure Debt (at
approximate six-month intervals), Grantor's written statement, certified by
Grantor to Grantee, in form, scope and substance reasonably acceptable to
Grantee, indicating whether and to what extent each of the conditions referred
to in clauses (i) and (ii) hereof then applies, and which written statements
shall include summaries of current insurance company quotes and related
information concerning such insurance coverage for the Property (which quotes
Grantor agrees to seek and obtain in a diligent manner), and Grantor also agrees
to provide such other information to Grantee (including but not limited to,
copies of current insurance company quotes and related information concerning
such insurance coverage) that Grantee may reasonably request related to such
conditions and any such written statement of Grantor.

          (10) This will confirm our agreement regarding certain aspects of
     insurance required by Section 3.01(a) of this Deed to Secure Debt. Grantee
     agrees that Grantee will not require coverage for biological or chemical
     agents unless Grantee reasonably determines that either (i) prudent owners
     of real estate comparable to the Property are maintaining same or (ii)
     prudent institutional lenders (including, without limitation, investment
     banks) to such owners are requiring that such owners maintain such
     insurance.

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

          (1) The policies of insurance referenced in Subsections (a)(1),
     (a)(3), (a)(4), (a)(5), (a)(7) and (a)(9) of this Section 3.01 shall
     identify Grantee under the New York Standard Mortgagee Clause
     (non-contributory) endorsement.

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

          (3) All of the policies referred to in Section 3.01 shall provide for
     at least thirty (30) days' written notice to Grantee in the event of policy
     cancellation and/or material change.

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

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

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


                                       9
<PAGE>

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

Section 3.02 ADJUSTMENT OF CLAIMS. Grantor hereby authorizes and empowers
Grantee, for claims estimated to be greater than $500,000.00 (or, if an Event of
Default exists, for all such claims) to settle, adjust or compromise any claims
for damage to, or loss or destruction of, all or a portion of the Property,
regardless of whether there are Insurance Proceeds available or whether any such
Insurance Proceeds are sufficient in amount to fully compensate for such damage,
loss or destruction.

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


ARTICLE IV - BOOKS, RECORDS AND ACCOUNTS

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

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

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

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

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

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

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


                                       10
<PAGE>

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

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

Section 4.03  ADDITIONAL MATTERS.

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

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

     (c) Grantee and its representatives shall have the right upon prior written
notice to examine and audit the records, books, management and other papers of
Grantor and its affiliates or of any guarantor or indemnitor which reflect upon
their financial condition and/or the income, expenses and operations of the
Property, at the Property or at any office regularly maintained by Grantor, its
affiliates or any guarantor or indemnitor where the books and records are
located. Grantee shall have the right upon notice to make copies and extracts
from the foregoing records and other papers.


ARTICLE V - LEASES AND OTHER AGREEMENTS AFFECTING THE PROPERTY

Section 5.01  GRANTOR'S REPRESENTATIONS AND WARRANTIES.

Grantor represents and warrants to Grantee as follows:

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

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

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

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

Section 5.02 ASSIGNMENT OF LEASES. In order to further secure payment of the
Secured Indebtedness and the performance of Grantor's obligations under the Loan


                                       11
<PAGE>

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

Section 5.03  PERFORMANCE OF OBLIGATIONS.

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

     (b) Grantor agrees to furnish Grantee executed copies of all future Leases.
Grantor shall not, without the express written consent of Grantee, (i) enter
into or extend any Approval Lease (as defined on Exhibit B) which does not
comply with the Leasing Guidelines, if any, which are attached to this Deed To
Secure Debt as Exhibit "B" ("Leasing Guidelines"), or (ii) cancel or terminate
any Approval Leases except in the case of a default unless Grantor has entered
into new Leases covering all of the premises of the Leases being terminated or
surrendered, or (iii) modify or amend any Approval Leases so as to reduce the
rent payable thereunder, reduce the lease term thereof, increase the obligations
of the landlord thereunder, or cause such lease to fail to comply with the
Leasing Guidelines, or (iv) unless the tenants remain liable under the Leases,
consent to an assignment of the tenant's interest or to a subletting of the
demised premises under any Approval Lease, or (v) accept payment of advance
rents in an amount in excess of one month's rent (except security deposits) or
(vi) enter into any options to purchase the Property.

Section 5.04 SUBORDINATE LEASES. Each Lease affecting the Property entered into
after the date hereof shall be absolutely subordinate to the lien of this Deed
To Secure Debt and shall also contain a provision, satisfactory to Grantee, to
the effect that Grantee may elect to make the Lease superior to this Deed to
Secure Debt and to require the tenant to attorn to the purchaser. If either (i)
the terms of the applicable subordination, non-disturbance and attornment
agreement so provides, or (ii) the terms of the applicable lease so provides, or
(iii) the applicable lease is executed after the date of recording hereof, then
if requested to do so, the tenant shall agree to enter into a new Lease for the
balance of the term upon the same terms and conditions. If Grantee requests,
Grantor shall cause a tenant or tenants to enter into subordination and
attornment agreements or nondisturbance agreement with Grantee on forms which
have been approved by Grantee. Grantee will provide a non-disturbance agreement
to any tenant on Grantee's form; provided, however, Grantee shall not be
obligated to execute such non-disturbance agreements if changes have been made
to the standard form. Any tenant to whom non-disturbance is granted shall
execute Grantee's standard form of non-disturbance agreement.

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

ARTICLE VI - ENVIRONMENTAL HAZARDS

Section 6.01 REPRESENTATIONS AND WARRANTIES. Grantor hereby represents,
warrants, covenants and agrees to and with Grantee that (i) neither Grantor nor,
to the best of Grantor's knowledge, after due inquiry, any tenant, subtenant or
occupant of the Property, has at any time placed, suffered or permitted the


                                       12
<PAGE>

presence of any Hazardous Materials (as defined in Section 6.05) at, on, under,
within or about the Property except as expressly approved by Grantee in writing
and (ii) all operations or activities upon the Property, and any use or
occupancy of the Property by Grantor are presently and shall in the future be in
compliance with all Requirements of Environmental Laws (as defined in Section
6.06), (iii) Grantor will use best efforts to assure that any tenant, subtenant
or occupant of the Property shall in the future be in compliance with all
Requirements of Environmental Laws, (iv) all operations or activities upon the
Property are presently and shall in the future be in compliance with all
Requirements of Environmental Laws, (v) Grantor does not know of, and has not
received, any written or oral notice of other communication from any person or
entity (including, without limitation, a governmental entity) relating to
Hazardous Materials or Remedial Work pertaining thereto, of possible liability
of any person or entity pursuant to any Requirements of Environmental Laws,
other environmental conditions in connection with the Property, or any actual
administrative or judicial proceedings in connection with any of the foregoing,
(vi) Grantor shall not do or allow any tenant or other user of the Property to
do any act that materially increases the dangers to human health or the
environment, poses an unreasonable risk of harm to any person or entity (whether
on or off the Property), impairs or may impair the value of the Property, is
contrary to any requirement of any insurer, constitutes a public or private
nuisance, constitutes waste, or violates any covenant, condition, agreement or
easement applicable to the Property, and (vii) Grantor has truthfully and fully
provided to Grantee, in writing, any and all information relating to
environmental conditions in, on, under or from the Property that is known to
Grantor and that is contained in Grantor's files and records, including, without
limitation, any reports relating to Hazardous Materials in, on, under or from
the Property and/or to the environmental condition of the Property.

Section 6.02 REMEDIAL WORK. In the event any investigation or monitoring of site
conditions or any clean-up, containment, restoration, removal or other remedial
work (collectively, the "Remedial Work") is required under any Requirements of
Environmental Laws, Grantor shall perform or cause to be performed the Remedial
Work in compliance with the applicable law, regulation, order or agreement. All
Remedial Work shall be performed by one or more contractors, selected by Grantor
and approved in advance in writing by Grantee, and under the supervision of a
consulting engineer, selected by Grantor and approved in advance in writing by
Grantee. All costs and expenses of Remedial Work shall be paid by Grantor
including, without limitation, the charges of the contractor(s) and/or the
consulting engineer, and Grantee's reasonable attorneys', architects' and/or
consultants' fees and costs incurred in connection with monitoring or review of
the Remedial Work. In the event Grantor shall fail to timely commence, or cause
to be commenced, or fail to diligently prosecute to completion, the Remedial
Work, Grantee may, but shall not be required to, cause such Remedial Work to be
performed, subject to the provisions of Sections 11.05 and 11.06 hereof.

Section 6.03 ENVIRONMENTAL SITE ASSESSMENT. Grantee shall have the right, at any
time and from time to time, to undertake, at the expense of Grantor, an
environmental site assessment on the Property, including any testing that
Grantee may determine, in its reasonable discretion, is necessary or desirable
to ascertain the environmental condition of the Property and the compliance of
the Property with Requirements of Environmental Laws. Grantor shall cooperate
fully with Grantee and its consultants performing such assessments and tests.


                                       13
<PAGE>

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

Section 6.05  HAZARDOUS MATERIALS.

"Hazardous Materials" shall include without limitation:

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

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

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

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

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

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

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


                                       14
<PAGE>

waste generation, treatment, storage, disposal, or transportation; or (iv)
regulation of the manufacture, processing, distribution and commerce, use, or
storage of Hazardous Materials.


ARTICLE VII - CASUALTY, CONDEMNATION AND RESTORATION

Section 7.01  GRANTOR'S REPRESENTATIONS.

Grantor represents and warrants as follows:

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

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

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

Section 7.02  RESTORATION.

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

     (b) Grantor assigns to Grantee all Insurance Proceeds which Grantor is
entitled to receive in connection with a casualty whether or not such insurance
is required under this Deed To Secure Debt; provided, however, that if the
Insurance Proceeds are equal to or less than $500,000.00, and no Event of
Default exists, then Grantee will disburse such sum to Grantor. In the event of
any damage to or destruction of the Property, and provided (1) an Event of
Default does not currently exist, and (2) Grantee has determined that (i) there
has not been an Impairment of the Security (as defined in Section 7.02 (c)), and
(ii) the repair, restoration and rebuilding of any portion of the Property that
has been partially damaged or destroyed (the "Restoration") can be accomplished
in full compliance with all Requirements to the same condition, character and
general utility as nearly as possible to that existing prior to the casualty and
at least equal in value as that existing prior to the casualty, then the Net
Proceeds shall be applied to the Cost of Restoration in accordance with the
terms of this Article. Grantee shall hold and disburse the Insurance Proceeds
less (x) the cost, if any, to Grantee of recovering the Insurance Proceeds
including, without limitation, reasonable attorneys' fees and expenses, and
adjusters' fees, and (y) any Business Income Insurance Proceeds received by
Grantee (the "Net Insurance Proceeds") to the Restoration.

     (c) For the purpose of this Article, "Impairment of the Security" shall
mean any or all of the following: (i) any single Lease covering more than 25,000
square feet of the Improvements or Leases in the aggregate covering more than
100,000 square feet of the Improvements existing immediately prior to the
damage, destruction condemnation or casualty shall have been cancelled, or shall
contain any exercisable right to cancel as a result of the damage, destruction
or casualty because the Restoration of the Property is reasonably estimated to
require more time than the restoration period provided in the applicable Lease;
(ii) the casualty or damage occurs during the last year of the term of the Loan;
or (iii) Restoration of the Property is estimated to require more than one year
to complete from the date of the occurrence.


                                       15
<PAGE>

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

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

Section 7.03  CONDEMNATION.

     (a) If the Property or any part of the Property is taken by reason of any
condemnation or similar eminent domain proceeding, or by a grant or conveyance
in lieu of condemnation or eminent domain ("Condemnation"), Grantee shall be
entitled to all compensation, awards, damages, proceeds and payments or relief
for the Condemnation ("Condemnation Proceeds") up to the amount of the Secured
Indebtedness. At its option, Grantee shall be entitled to commence, appear in
and prosecute in its own name any action or proceeding or to make any compromise
or settlement in connection with such Condemnation. Grantor hereby irrevocably
constitutes and appoints Grantee as its attorney-in-fact, which appointment is
coupled with an interest, to commence, appear in and prosecute any action or
proceeding or to make any compromise or settlement in connection with any such
Condemnation.

     (b) Grantor assigns to Grantee all Condemnation Proceeds which Grantor is
entitled to receive. In the event of any Condemnation, and provided (1) an Event
of Default does not currently exist, and (2) Grantee has determined that (i)
there has not been an Impairment of the Security, and (ii) the Restoration of
any portion of the Property that has not been taken can be accomplished in full
compliance with all Requirements to the same condition, character and general
utility as nearly as possible to that existing prior to the taking and at least
equal in value to that existing prior to the taking, then Grantor shall commence
and diligently pursue to completion the Restoration. Grantee shall hold and
disburse the Condemnation Proceeds less the cost, if any, to Grantee of
recovering the Condemnation Proceeds including, without limitation, reasonable
attorneys' fees and expenses, and adjusters' fees (the "Net Condemnation
Proceeds") to the Restoration.

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

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

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

     (a) If the Net Insurance Proceeds or Net Condemnation Proceeds are to be
used for the Restoration, prior to the commencement of any Restoration work (the
"Work"), Grantor shall provide Grantee for its review and written approval (i)
complete plans and specifications for the Work which (A) have been approved by
all required governmental authorities, (B) have been approved by an architect


                                       16
<PAGE>

satisfactory to Grantee (the "Architect") and (C) are accompanied by Architect's
signed statement of the total estimated cost of the Work (the "Approved Plans
and Specifications"); (ii) the amount of money which Grantee reasonably
determines will be sufficient when added to the Net Insurance Proceeds or
Condemnation Proceeds to pay the entire cost of the Restoration (collectively
referred to as the "Restoration Funds"); (iii) evidence that the Approved Plans
and Specifications and the Work are in compliance with all Requirements; (iv) an
executed contract for construction with a contractor satisfactory to Grantee
(the "Contractor") in a form approved by Grantee in writing; and (v) for
construction contracts relating to work other than tenant improvements and which
are in an amount in excess of $500,000.00, a surety bond and/or guarantee of
payment with respect to the completion of the Work. The bond or guarantee shall
be satisfactory to Grantee in form and amount and shall be signed by a surety or
other entities who are acceptable to Grantee.

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

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

          (ii) Grantee shall disburse the Restoration Funds directly or through
     escrow with a title company selected by Grantor and approved by Grantee,
     upon not less than ten (10) days' prior written notice from Grantor to
     Grantee and Grantor's delivery to Grantee of (A) Grantor's written request
     for payment (a "Request for Payment") accompanied by a certificate by
     Architect in a form satisfactory to Grantee which states that (a) all of
     the Work completed to that date has been completed in compliance with the
     Approved Plans and Specifications and in accordance with all Requirements,
     (b) the amount requested has been paid or is then due and payable and is
     properly a part of the cost of the Work, and (c) when added to all sums
     previously paid by Grantee, the requested amount does not exceed the value
     of the Work completed to the date of such certificate; and (B) evidence
     satisfactory to Grantee that the balance of the Restoration Funds remaining
     after making the payments shall be sufficient to pay the balance of the
     cost of the Work. Each Request for Payment shall be accompanied by (x)
     waivers of liens covering that part of the Work previously paid for, if any
     (y) a title search or by other evidence satisfactory to Grantee that no
     mechanic's or materialmen's liens or other similar liens for labor or
     materials supplied in connection with the Work have been filed against the
     Property and not discharged of record, and (z) an endorsement to Grantee's
     title policy insuring that no encumbrance exists on or affects the Property
     other than the Permitted Exceptions.

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

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



                                       17
<PAGE>

ARTICLE VIII - REPRESENTATIONS OF GRANTOR

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

Section 8.02 NON-RELATIONSHIP. Neither Grantor nor any general partner,
director, member or officer of Grantor nor, to Grantor's knowledge, any person
who is a Grantor's Constituent (as defined in Section 8.03 hereof) is (i) a
director or officer of Metropolitan Life Insurance Company ("MetLife"), (ii) a
parent, son or daughter of a director or officer of MetLife, or a descendent of
any of them, (iii) a stepparent, adopted child, stepson or stepdaughter of a
director or officer of MetLife, or (iv) a spouse of a director or officer of
MetLife.

Section 8.03  NO ADVERSE CHANGE.

Grantor represents and warrants that:

     (a) there has been no material adverse change from the conditions shown in
the application submitted for the Loan by Grantor ("Application") or in the
materials submitted in connection with the Application in the credit rating or
financial condition of Grantor, the general partners, shareholders or members of
Grantor or any entity which is a general partner, shareholder or member of
Grantor, respectively as the case may be (collectively, "Grantor's
Constituents").

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

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

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

Section 8.04 FOREIGN INVESTOR. Neither Grantor nor any partner, member or
stockholder of Grantor is, and no legal or beneficial interest in a partner,
member or stockholder of Grantor is or will be held, directly or indirectly by,
a "foreign person" within the meaning of Sections 1445 and 7701 of the Internal
Revenue Code of l986, as amended or the regulations promulgated pursuant to such
Code.


                                       18
<PAGE>


ARTICLE IX - EXCULPATION AND LIABILITY

Section 9.01  LIABILITY OF GRANTOR.

     (a) Upon the occurrence of an Event of Default, except as provided in this
Section 9.01, Grantee will look solely to the Property and the security under
the Loan Documents for the repayment of the Loan and will not enforce a
deficiency judgment against Grantor. However, nothing contained in this Section
9.01 shall limit the rights of Grantee to proceed against Grantor and the
general partners of Grantor and/or the Liable Parties, if any, (i) to enforce
any leases entered into by Grantor or its affiliates as tenant, guarantees, or
other agreements entered into by Grantor in a capacity other than as borrower or
any policies of insurance under which Grantee is the insurer; (ii) to recover
damages for fraud, material misrepresentation, material breach of warranty or
waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other
similar funds which have been misapplied by Grantor or which, under the terms of
the Loan Documents, should have been paid to Grantee; (iv) to recover any tenant
security deposits, tenant letters of credit or other deposits or fees paid to
Grantor that are part of the collateral for the Loan or prepaid rents for a
period of more than 30 days which have not been delivered to Grantee; (v) to
recover Rents and Profits received by Grantor after the first day of the month
in which an Event of Default occurs and prior to the date that Grantee acquires
title to the Property which have not been applied to the Loan or in accordance
with the Loan Documents to operating and maintenance expenses of the Property;
(vi) to recover damages, costs and expenses arising from, or in connection with
the provisions of this Deed To Secure Debt pertaining to Hazardous Materials or
the Unsecured Indemnity Agreement; (vii) to recover all amounts due and payable
pursuant to Sections 11.06 and 11.07 of this Deed To Secure Debt and any amount
expended by Grantee in connection with the foreclosure of this Deed to Secure
Debt; (viii) to recover damages arising from Grantor's failure to comply with
Section 8.01 of this Deed To Secure Debt pertaining to ERISA and/or (ix) to
recover damages, costs and expenses arising from, or in connection with
Grantor's failure to pay any Impositions or Premiums to the extent not deposited
with Grantee.

     (b) The limitation of liability set forth in this Section 9.01 shall not
apply and the Loan shall be fully recourse in the event that prior to the
repayment of the Secured Indebtedness (i) there is a violation of Section 10.01
or Section 10.02 of this Deed to Secure Debt or (ii) Grantor commences a
voluntary bankruptcy or insolvency proceeding or an involuntary bankruptcy or
insolvency proceeding is commenced against Grantor by any party which is not an
unrelated third party and is not dismissed within 90 days of filing. In
addition, this agreement shall not waive any rights which Grantee would have
under any provisions of the U.S. Bankruptcy Code to file a claim for the full
amount of the Secured Indebtedness or to require that the Property shall
continue to secure all of the Secured Indebtedness.


ARTICLE X - CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY

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

     (a) Except as provided in this Section 10.01, Grantor shall not cause or
permit: (i) the Property or any interest in the Property, to be conveyed,
transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any
change in the individuals comprising, or in the partners, or stockholders, or
members or beneficiaries of, Grantor from those represented to Grantee on the
date hereof, or (iii) any merger, reorganization, dissolution or other change in
the ownership structure of Grantor or any of the general partners of Grantor,
including, without limitation, any conversion of Grantor or any general partner
of Grantor from a general partnership to a limited partnership, a limited
liability partnership or a limited liability company (collectively,
"Transfers"). Transfers do not include transfers of stock in Koger Equity, Inc.
which are publicly traded through a nationally recognized stock exchange.


                                       19
<PAGE>

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

     (c) Notwithstanding the prohibitions on Transfers set forth in Section
10.01(a) above, so long as (i) no Event of Default then exists, (ii) the ERISA
warranties and representations set forth in Section 8.01 above shall remain true
before and after such Transfer, and (iii) Grantor shall pay a processing fee
equal to $25,000 plus all reasonable costs and expenses incurred by Grantee in
connection with such Transfer, including without limitation, title insurance
premiums, documentation costs and reasonable attorney's fees, then Grantor shall
be permitted to allow one investor to become a partner or member of Grantor so
long as such investor has a net worth of not less than $85 million and is
subject to Grantee's reasonable approval. The investor shall continue to retain
during the term of the Loan an equity interest in the Grantor of less than 81%.

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

Section 10.03 RESTRICTIONS ON ADDITIONAL OBLIGATIONS. During the term of the
Loan, Grantor shall not, without the prior written consent of Grantee, become
liable with respect to any indebtedness or other obligation except for (i) the
Loan, (ii) Leases entered into in the ordinary course of owning and operating
the Property for the Use, (iii) other liabilities incurred in the ordinary
course of owning and operating the Property for the Use but excluding any loans
or borrowings, (iv) liabilities or indebtedness disclosed in writing to and
approved by Grantee on or before the Execution Date, and (v) any other single
item of indebtedness or liability which does not exceed $25,000 or, when
aggregated with other items or indebtedness or liability, does not exceed
$100,000.

Section 10.04 STATEMENTS REGARDING OWNERSHIP. Grantor agrees to submit or cause
to be submitted to Grantee within thirty (30) days after December 3lst of each
calendar year during the term of this Deed To Secure Debt and ten (10) days
after any written request by Grantee, a sworn, notarized certificate, signed by
an authorized (i) individual who is Grantor or one of the individuals comprising
Grantor, (ii) member of Grantor, (iii) partner of Grantor or (iv) officer of
Grantor, as the case may be, stating whether (x) any part of the Property, or
any interest in the Property, has been conveyed, transferred, assigned,
encumbered, or sold, and if so, to whom; (y) any conveyance, transfer, pledge or
encumbrance of any interest in Grantor has been made by Grantor and if so, to
whom; or (z) there has been any change in the individual(s) comprising Grantor
or in the partners, members, stockholders or beneficiaries of Grantor from those
on the Execution Date, and if so, a description of such change or changes.


ARTICLE XI - DEFAULTS AND REMEDIES

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

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

     (b) The failure of Grantor to perform or observe any other term, provision,
covenant, condition or agreement under any Loan Document for a period of more
than thirty (30) days after receipt of notice of such failure. In addition, this


                                       20
<PAGE>

30 day grace period shall be extended to a total period of not more than ninety
(90) days if the default is of a nature that it cannot be completely cured
within such 30 day cure period solely as a result of non-financial circumstances
outside of Grantor's control, provided that Grantor has promptly commenced all
appropriate actions to cure the default within such 30 day cure period and those
actions are thereafter diligently and continuously pursued by Grantor in good
faith;

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

     (d) If any warranty, representation, certification, financial statement or
other information made or furnished at any time pursuant to the terms of the
Loan Documents by Grantor, or by any person or entity otherwise liable under any
Loan Document shall be materially false or misleading; provided, however, that
with respect to the warranties and representations in Sections 2.06(a)(i),
2.06(a)(ii), and 2.06(a)(iii), Grantor shall have the cure period set forth in
Section 11.01(b) above;

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

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

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

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

     (b) Power of Sale. Whenever an Event of Default under this Deed to Secure
Debt shall have occurred, Grantee, at its option, may sell the Property or any
part of the Property at one or more public sale or sales at the usual place for
conducting sales of the county in which the Land or any part of the Land is
situated, to the highest bidder for cash, in order to pay the Secured
Indebtedness secured hereby, and all expenses of sale and of all proceedings in
connection therewith, including reasonable attorney's fees, after advertising
the time, place and terms of sale once a week for four (4) weeks immediately
preceding such sale (but without regard to the number of days) in a newspaper in


                                       21
<PAGE>

which sheriff's sales are advertised in said county, all other notice being
hereby waived by Grantor. At any such public sale, Grantee may execute and
deliver to the purchaser a conveyance of the Property or any part of the
Property in fee simple, with full warranties of title, and to this end Grantor
hereby constitutes and appoints Grantee the agent and attorney-in-fact of
Grantor to make such sale and conveyance, and thereby to divest Grantor of all
right, title and equity that Grantor may have in and to the Property and to vest
the same in the purchaser or purchasers at such sale or sales, and all the acts
and doings of said agent and attorney-in-fact are hereby ratified and confirmed,
and any recitals in said conveyance or conveyances as to facts essential to a
valid sale shall be binding upon Grantor. The aforesaid power of sale and agency
hereby granted are coupled with an interest and are irrevocable by death or
otherwise, and shall not be exhausted by one exercise thereof but may be
exercised until full payment of all of the debt secured hereby. In the event of
any sale under this Deed to Secure Debt by virtue of the exercise of the powers
herein granted, or pursuant to any order in any judicial proceeding or
otherwise, the Property may be sold as an entirety or in separate parcels and in
such manner or order as Grantee in its discretion may elect, and if Grantee so
elects, Grantee may sell the personal property covered by this Deed to Secure
Debt at one or more separate sales in any manner permitted by the Uniform
Commercial Code, and one or more exercises of the powers herein granted shall
not extinguish nor exhaust such powers, until the entire Property are sold or
the debt secured hereby is paid in full. Grantee may, at its option, sell the
Property subject to the rights of any tenants of the Property, and the failure
to make any such tenants parties to any foreclosure proceedings and to foreclose
their rights will not be asserted by Grantor to be a defense to any proceedings
instituted by Grantee to collect the debt secured hereby. If the debt secured
hereby is now or hereafter further secured by any chattel mortgages, pledges,
contracts of guaranty, assignments of lease or other security deeds, Grantee may
at its option exhaust the remedies granted under any of said security either
concurrently or independently, and in such order as Grantee may determine in its
discretion. Upon any foreclosure sale, Grantee may bid for and purchase the
Property and shall be entitled to apply all or any part of the debt secured
hereby as a credit to the purchase price. In the event of any such foreclosure
sale by Grantee, Grantor shall be deemed a tenant holding over and shall
forthwith deliver possession to the purchaser or purchasers at such sale or be
summarily dispossessed according to provisions of law applicable to tenants
holding over. In case Grantee shall have proceeded to enforce any right, power
or remedy under this Deed to Secure Debt by foreclosure, entry or otherwise or
in the event Grantee commences advertising of the intended exercise of the sale
under power provided hereunder, and such proceeding or advertisement shall have
been withdrawn, discontinued or abandoned for any reason, then in every such
case (i) Grantor and Grantee shall be restored to their former positions and
rights, (ii) all rights, powers and remedies of Grantee shall continue as if no
such proceeding had been taken, (iii) each and every Event of Default declared
or occurring prior or subsequent to such withdrawal, discontinuance or
abandonment shall be deemed to be a continuing Event of Default, and (iv)
neither this Deed to Secure Debt, nor the Notes, nor the other debt secured
hereby, nor any Loan Document shall be or shall be deemed to have been
reinstated or otherwise affected by such withdrawal, discontinuance or
abandonment; and Grantor hereby expressly waives the benefit of any statute or
rule of law now provided, or which may hereafter be provided, which would
produce a result contrary to or in conflict with this sentence. In the event of
a sale of the Property or any part thereof, the proceeds of sale shall be
applied as set forth in Section 11.03 of this Deed to Secure Debt; and/or

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

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


                                       22
<PAGE>

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

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

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

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

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

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


                                       23
<PAGE>

ARTICLE XII - GRANTOR AGREEMENTS AND FURTHER ASSURANCES

Section 12.01  PARTICIPATION AND SALE OF LOAN.

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

     (b) Grantor will cooperate with Grantee and the rating agencies in
furnishing such information and providing such other assistance, reports and
legal opinions as Grantee may reasonably request in connection with any such
transaction. In addition, Grantor acknowledges that Grantee may release or
disclose to potential purchasers or transferees of the Loan, or potential
participants in the Loan, originals or copies of the Loan Documents, title
information, engineering reports, financial statements, operating statements,
appraisals, Leases, rent rolls, and all other materials, documents and
information in Grantee's possession or which Grantee is entitled to receive
under the Loan Documents, with respect to the Loan, Grantor, Liable Parties or
the Property. Grantor shall also furnish to such Investors or such prospective
Investors or such Rating Agency any and all information concerning the Property,
the Leases, the financial condition of Grantor or any Liable Parties as may be
requested by Grantee, any Investor or any prospective Investor or any Rating
Agency in connection with any sale, transfer or participation interest.

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

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

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


                                       24
<PAGE>

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


ARTICLE XIII - SECURITY AGREEMENT

Section 13.01  SECURITY AGREEMENT.

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

Section 13.02  REPRESENTATIONS AND WARRANTIES.

Grantor warrants, represents and covenants as follows:

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

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

     (c) Grantor will not remove the Personal Property without the prior written
consent of Grantee, except the items of Personal Property which are consumed or
worn out in ordinary usage shall be promptly replaced by Grantor with other
Personal Property of value equal to or greater than the value of the replaced
Personal Property.

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

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


                                       25
<PAGE>

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

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

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

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

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


ARTICLE XIV - SECURITIZATION PROVISIONS

     Section 14.01 SINGLE PURPOSE ENTITY. Grantor shall, at all times, be a
single purpose entity. Grantor shall not: (i) engage in business other than
owning and operating the Property; (ii) acquire or own a material asset other
than the Property and incidental personal property; (iii) maintain assets in a
way difficult to segregate and identify or commingle its assets with the assets
of any other person or entity; (iv) fail to hold itself out to the public as a
legal entity separate from any other; (v) fail to conduct business solely in its
name or fail to maintain records, accounts or bank accounts separate from any
other person or entity; (vi) file or consent to a petition pursuant to
applicable bankruptcy, insolvency, liquidation or reorganization statutes, or
make an assignment for benefit of creditors without the unanimous consent of its
partners or members, as applicable; (vii) incur additional indebtedness except
for trade payables in the ordinary course of business of owning and operating
the Property, provided that such indebtedness is paid within 90 days of when
incurred; (viii) dissolve, liquidate, consolidate, merge or sell all or
substantially all of its assets; or (ix) modify, amend or revise its
organizational documents. For purposes of this Article, the term "SPE" means an
entity satisfying the requirements of this subsection (but for entities other
than Grantor, references to the "Property" in the above requirements shall be
deemed to be references to "beneficial interests in Grantor"). In the event that
Grantee exercises the rights set forth in Section 12.01 of this Deed to Secure
Debt, then Grantor, at Grantee's request, shall cause Grantor's organizational
documents to be amended to contain the covenants and restrictions set forth in
this paragraph.


                                       26
<PAGE>

     Section 14.02 LOCKBOX AGREEMENT. In the event that Grantee exercises the
rights set forth in Section 12.01 of this Deed To Secure Debt, then at the sole
election of the Investor or the Rating Agency, upon 30 days prior written
notice, Grantor shall deliver an active present assignment ("Lockbox Agreement")
to Grantee of the Rents and Profits derived from the Property. The Lockbox
Agreement shall require tenants under Leases to pay all Rents and Profits
directly to the depository institution selected by Investor to accept Rents and
Profits. The Rents and Profits so paid shall be applied to pay debt service for
the Loan and any other payments required by the Loan Documents (including,
without limitation, escrows for Impositions, Premiums and any other escrows or
reserves required by Investor) due in connection with the Property and the
balance, if any, shall be returned to Grantor.

     Section 14.03 INDEPENDENT DIRECTOR. In the event that Grantee exercises the
rights set forth in Section 12.01 of this Deed to Secure Debt, then Grantor, at
Grantee's request, shall cause the board of directors of Grantor or its special
purpose entity member, if applicable, to include at least one independent
director (or its equivalent if Grantor is an entity other than a corporation)
who is not employed by, related to or affiliated with Grantor or with any entity
or person which is a constituent member of Grantor. The independent director
shall be subject to the approval of the then holder of the Loan.

     Section 14.04 BANKRUPTCY-REMOTE ENTITY. Grantor represents, warrants and
covenants to Grantee that, in the event that Grantee exercises the rights set
forth in Section 12.01 of this Deed to Secure Debt, then Grantor shall modify
its organizational structure such that either (i) Grantor becomes, and
thereafter will at all times remain, an IDE (defined below); or (ii) Grantor
forms a managing member that becomes and thereafter at all times thereafter
remains an IDE. The organizational documents of Grantor and its controlling
constituent entities shall, in connection with the satisfaction of the IDE
requirements, be subject to Grantee's approval and shall not thereafter be
modified, amended or revised without the prior written consent of Grantee. For
purposes of this Section, the term "IDE" means an SPE (y) whose board of
directors or other governing body includes at least one (1) independent
director, as contemplated by Section 14.03 above, and (z) whose organizational
documents require the unanimous vote of all director(s), general partner(s) or
member(s) as applicable, to authorize (1) the filing of a bankruptcy petition or
to otherwise institute insolvency proceedings with respect to Grantor or such
entity, and (2) any amendment to the organizational document provisions of
Grantor or such entity that specify the approvals to be obtained prior to the
institution of bankruptcy or insolvency proceedings, including, without
limitation, the vote of the independent director(s), general partner(s) or
member(s), as applicable.

     Section 14.05 NON-CONSOLIDATION OPINION. In the event that Grantee
exercises the rights set forth in Section 12.01 of this Deed to Secure Debt,
then Grantor, at Grantee's request, shall provide to Grantee a
"non-consolidation" opinion Approved by Grantee from Grantor's counsel in the
form customarily required for loan securitizations. The non-consolidation
opinion shall include opinions to the effect that (i) the assets of Grantor
shall not be consolidated with the assets of Grantor's general partner(s),
managing member(s) or principal shareholder(s) , as the case may be
("Controlling Party") or any other person or entity owning directly or
indirectly more than a 49% interest in Grantor in the event of a bankruptcy or
insolvency of such persons or entities, and (ii) the assets of the Controlling
Party shall not be consolidated with the assets of any persons or entities
owning directly or indirectly more than 49% of the Controlling Party in the
event of a bankruptcy or insolvency of such persons or entities.


ARTICLE XV - MISCELLANEOUS COVENANTS

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


                                       27
<PAGE>

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

Section 15.03  HEIRS AND ASSIGNS; TERMINOLOGY.

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

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

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

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

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

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

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

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

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

Section 15.10 WAIVER. BY EXECUTION OF THIS DEED TO SECURE DEBT, GRANTOR
EXPRESSLY: (A) ACKNOWLEDGES THE RIGHT TO ACCELERATE THE SECURED INDEBTEDNESS AND
THE POWER OF ATTORNEY GIVEN HEREIN TO GRANTEE TO SELL THE PROPERTY BY
NONJUDICIAL FORECLOSURE UPON DEFAULT BY GRANTOR WITHOUT ANY JUDICIAL HEARING AND


                                       28
<PAGE>

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

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

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

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

                             KOGER RAVINIA, LLC,
                             a Delaware limited liability company


                             By:      /S/ Christopher L. Becker
                                -----------------------------------------
                             Name:   Christopher L. Becker
                             Title:  Vice President

                            [Seal]



                                       29
<PAGE>

Signed, sealed and delivered in the presence of:

         /S/ Frederick Boyd
------------------------------------
Unofficial Witness


         /S/ Karen Swenson
------------------------------------
Notary Public

(Notarial Seal)




                                       30
<PAGE>



                                   EXHIBIT "A"

                          LEGAL DESCRIPTION OF THE LAND

                      THREE RAVINIA DRIVE, ATLANTA, GEORGIA




PARCEL ONE (FEE)


ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, being more particularly described as
follows:

TO FIND THE TRUE POINT OF BEGINNING, commence at a Georgia DOT concrete monument
located on the northern right-of-way line of Interstate 285 (having a variable
right-of-way width), 20.24 feet West of the northeastern right-of-way line of
Ashford-Dunwoody Road (having a variable right-of-way width), and run thence N
80(Degree) 03' 05" E a distance of 20.24 feet to a point, thence N 80(degree)
03' 05" E a distance of 839.96 feet to a concrete right-of-way monument; thence
N 69(degree) 56' 48" E a distance of 397.59 feet to a point; thence N 00(degree)
59' 05" E a distance of 223.60 feet to a point; thence N 89(degree) 00' 55" W a
distance of 132.60 feet to a point, said point being the TRUE POINT OF
BEGINNING. From the TRUE POINT OF BEGINNING as thus established, run thence N
89(degree) 00' 55" W a distance of 79.22 feet to a point; thence S 45(degree)
59' 05" W a distance of 46.48 feet to a point; thence N 44(degree) 00' 55" W a
distance of 41.83 feet to a point, thence N 00(degree) 59' 05" E a distance of
111.72 feet to a point; thence N 20(degree) 58' 57" E a distance of 100.00 feet
to a point; thence N 00(degree) 59' 05" E a distance of 131.32 feet to a point;
thence N 11(degree) 59' 14" W a distance of 189.52 feet to a point; thence N
00(degree) 59' 05" E a distance of 145.57 feet to a point; thence N 89(degree)
00' 55" W a distance of 45.64 feet to a point, thence S 00(degree) 58' 41" W a
distance of 12.44 feet to a point, thence N 89(degree) 01' 19" W a distance of
24.00 feet to a point, thence N 00(degree) 58' 41" E a distance of 63.00 feet to
a point; thence N 26(degree) 04' 04" W a distance of 35.19 feet to a point,
thence N 00(degree) 58' 41" E a distance of 137.00 feet to a point, thence N
88(degree) 41' 58" E a distance of 27.69 feet to a point, thence S 89(degree)
00' 55" E a distance of 242.00 feet to a point, thence S 00(degree) 59' 05" W
with a distance of 683.67 feet to a point, thence S 20(degree) 58' 57" W a
distance of 99.40 feet to a point, thence S 00(degree) 59' 05" W a distance of
106.90 feet to a point, said point being the TRUE POINT OF BEGINNING.

The above-described property contains 3.7595 acres (163,763 square feet) and is
shown as Lot C on and described according to that certain Lot Designation Plat
(Lot C) prepared for Ravinia III Associates Limited Partnership and Ticor Title
Insurance Company by Hill-Fister Engineers, Inc., James R. Fister, G.R.L.S. No.
1821, dated September 14, 1989, recorded in Plat Book 90, page 38, DeKalb
County, Georgia Records, which survey is incorporated herein and by this
reference made a part hereof.




                                       31
<PAGE>




PARCEL TWO (DRAINAGE EASEMENT)


A perpetual non-exclusive easement for drainage over and across the following
property:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, being more particularly described as
follows:

TO FIND THE TRUE POINT OF BEGINNING, commence at a Georgia DOT concrete monument
located on the northern right-of-way line of Interstate 285 (having a variable
right-of-way width), 20.24 feet west of the northeastern right-of-way line of
Ashford-Dunwoody Road (having a variable right-of-way width), and run thence N
80(degree) 03' 05" E a distance of 20.24 feet to the point of intersection of
the northern right-of-way line of Interstate 285 and the northeastern
right-of-way line of Ashford-Dunwoody Road, run in a generally northwesterly and
northeasterly direction along said northeastern right-of-way line at
Ashford-Dunwoody Road the following courses and distances: N 48(degree) 10' 13"
W a distance of 38.00 feet to a point, N 14(degree) 52' 32" W a distance of
25.00 feet to a point; N 11(degree) 44' 52" W a distance of 201.62 feet to a
point; N 14(degree) 52' 30" W a distance of 158.10 feet to a point; along the
arc of a 1001.75 foot radius curve an arc distance of 77.43 feet to a point
(said arc being subtended by a chord bearing N 12(degree) 39' 39" W and having a
length of 77.41 feet); N 07(degree) 50' 17" W a distance of 217.35 feet to a
point N 00(degree) 46' 26" E a distance of 36.66 feet to a point; along the arc
of a 1303.98 foot radius curve an arc distance of 181.44 feet to a point (said
arc being subtended by a chord bearing N 09(degree) 02' 44" E and having a
length of 181.29 feet); along the arc of a 1,292.982 foot radius curve an arc
distance of 166.01 feet to a point, (said arc being subtended by a chord bearing
N 23(degree) 14' 59" E and having a length of 165.90 feet); N 17(degree) 31' 00"
E a distance of 192.5 feet to a point; N 69(degree) 14' 06" W a distance of 7.00
feet to a point; N 20(degree) 45' 35" E a distance of 247.16 feet to a point;
thence departing said northeastern right-of-way line of Ashford-Dunwoody Road,
run S 89(degree) 01' 19" E a distance of 1,178.29 feet to a point; run thence S
00(degree) 59' 05" W a distance of 1,183.50 feet to a point located along said
northern right-of-way line of Interstate 285; run thence in a generally
southwesterly direction along said northern right-of-way line of Interstate 285
the following courses and distances; S 69(degree) 56' 48" W a distance of 397.59
feet to a point; S 80(degree) 03' 05" W a distance of 839.96 feet to a point,
said point being the TRUE POINT OF BEGINNING.

The above-described property, consisting of 40.7803 acres, is more particularly
shown on, and described according to, that certain Composite Plat prepared for
Ravinia II Associates and Bogamij N. V. and Ticor Title Insurance Company, by
Hill-Fister Engineers, Inc., Randy L. Tibbitts, G.R.L.S. No. 2137, dated August
5, 1985, last revised November 13, 1985, said plat being incorporated herein by
this reference, and made a part of this description.

LESS AND EXCEPT

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, containing 2.5653 acres and being designated
as Lot "A" is more particularly shown on, and described according to that
certain Lot Designation Plat (Lot "A") prepared for Ravinia I Associates,
Bogamij N.V., and Ticor Title Insurance Company, by Hill-Fister Engineers, Inc.,
Randy L. Tibbitts, G.R.L.S. No. 2137, dated July 31, 1984, last revised November
13, 1985, recorded in Plat Book 81, page 14, DeKalb County, Georgia Records,
which plat is incorporated herein by this reference and hereby made a part of
this description.



                                       32
<PAGE>

AND LESS AND EXCEPT:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, containing 2.4561 acres and being designated
as Lot "A", is more particularly shown on, and described according to that
certain Lot Designation Plat (Lot "B") prepared for Ravinia II Associates,
Bogamij N.V., and Ticor Title Insurance Company, by Hill-Fister Engineers, Inc.,
Randy L. Tibbitts, G.R.L.S. No. 2137, dated October 8, 1985, last revised
November 13, 1985, recorded in Plat Book 81, page 13, DeKalb County, Georgia
Records, which plat is incorporated herein by this reference and hereby made a
part of this description.

AND LESS AND EXCEPT:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, being more particularly described as
follows:

BEGINNING at a concrete monument found at the intersection of the eastern
right-of-way line of Ashford-Dunwoody Road (having a variable right-of-way
width), with the northern right-of-way line of Interstate Highway No. 285; run
thence in a generally northwesterly, northerly and northeasterly direction along
the eastern right-of-way line of Ashford-Dunwoody Road the following courses and
distances: N 43(degree) 24' 55" W a distance of 45.55 feet to an iron pin;
thence N 17(degree) 28' 40" W a distance of 327.10 feet to an iron pin; thence
along the arc of a 1,049.746 foot radius curve concave to the right (having a
chord bearing N 01(degree) 38' 28" E and a length of 687.64 feet) an arc
distance of 700.57 feet to an iron pin; thence N 20(degree) 45' 35" E a distance
of 240.44 feet to an iron pin placed, said iron pin placed being the TRUE POINT
OF BEGINNING. From the TRUE POINT OF BEGINNING as thus established, continue
along the eastern right-of-way line of Ashford-Dunwoody Road N 20(degree) 45'
35" E a distance of 247.16 feet to an iron pin found; thence leaving the eastern
right-of-way line of Ashford-Dunwoody Road, run S 89(degree) 01' 19" E a
distance of 203.03 feet to an iron pin placed; thence S 35(degree) 15' 35" W a
distance of 280.25 feet to an iron pin placed; thence S 63(degree) 00' 35" W a
distance of 88.93 feet to an iron pin placed; thence N 47(degree) 45' 59" W a
distance of 58.12 feet to an iron pin placed; thence N 69(degree) 14' 06" W a
distance of 7.00 feet to an iron pin placed, said iron pin placed being the TRUE
POINT OF BEGINNING.

The above-described property contains .9417 acres and is shown on, and described
according to that certain Survey of Police Precinct Parcel for Hines Atlanta
Limited, prepared by Hill-Fister Engineers, Inc., Randy Lamon Tibbitts, G.R.L.S.
No. 2137, dated May 10, 1985, which survey is incorporated herein by this
reference and made a part of this description.

AND LESS AND EXCEPT:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, contains 4.5857 acres and is shown as Hotel
Site (Includes Water Feature Site) on, and described according to that certain
Lot Designation Plat (Hotel Site) prepared for Hines Atlanta Limited and
HT/Hines Ravinia Associates, Ltd., prepared by Hill-Fister Engineers, Inc.,
Randy L. Tibbitts, G.R.L.S. No. 2137, dated June 27, 1984, recorded in Plat Book
77, page 161, DeKalb County, Georgia Records, which certain Lot Designation Plat
(Hotel Site) is incorporated herein by this reference and hereby made a part of
this description.


                                       33
<PAGE>

AND LESS AND EXCEPT:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 347 of the 18th
District of DeKalb County, Georgia, contains 3.7595 acres (163,763 square feet)
and is shown as Lot C on and described according to that certain Lot Designation
Plat (Lot C) prepared for Ravinia III Associates Limited Partnership and Ticor
Title Insurance Company by Hill-Fister Engineers, Inc., James R. Fister,
G.R.L.S. No. 1821, dated September 14, 1989, recorded in Plat Book 90, page 38,
DeKalb County, Georgia Records, which survey is incorporated herein and by this
reference made a part hereof.


PARCEL THREE (OPEN SPACE/SCENIC EASEMENT)


A non-exclusive easement for the purpose of preserving open space and
maintaining such open space as a visual appurtenance, as more fully described in
that certain Easement Agreement, dated as of August 1, 1984, by and between
Hines Atlanta Limited, a Georgia limited partnership, and Hines Ravinia I, Ltd.,
a Georgia limited partnership, recorded at Deed Book 5037, page 115, DeKalb
County, Georgia Records, as said easement is amended by Amendment to Limited
Warranty Deed with Easements, Restrictions, Reservations, Release and Grant of
Development Rights dated December 13, 1996, between Hines Atlanta Limited and
Ravinia III Associates Limited Partnership, recorded at Deed Book 9254, page
693, DeKalb County, Georgia records. The foregoing easements are more fully
described in that certain Limited Warranty Deed with Easements, Restrictions,
Reservations, Release and Grant of Development Rights, from Hines Atlanta
Limited, a Georgia limited partnership, to Ravinia III Associates Limited
Partnership, dated September 28, 1989, recorded at Deed Book 6532, page 201, as
amended by Amendment to Limited Warranty Deed with Easements, Restrictions,
Reservations, Release and Grant of Development Rights, dated December 13, 1996,
recorded at Deed Book 9254, page 693, aforesaid records; as affected by
Memorandum of Agreement and Second Amendment to Limited Warranty Deed between
Hines Atlanta Limited, a Georgia limited partnership, dated as of August 25,
1997, recorded in Deed Book 10696, Page 690, aforesaid Records.

PARCEL FOUR

Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Restated Declaration of
Covenants, Conditions and Restrictions for Ravinia, dated July 5, 1984, and
recorded at Deed Book 5017, page 266, aforesaid records, as modified by Release
of Utility Easement Area, dated August 2, 1984, and recorded at Deed Book 5037,
page 214, aforesaid records, and as further modified by Release of Utility
Easement Area as contained in Limited Warranty Deed with Easements,
Restrictions, Release and Grant of Development Rights from Hines Atlanta Limited
to Ravinia III Associates Limited Partnership, dated September 28, 1989, and
recorded at Deed Book 6532, page 201, aforesaid Records.


PARCEL FIVE

Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Storm Sewer, Construction and
Encroachment Easement Agreement between Ravinia II Associates and Ravinia III
Associates Limited Partnership, dated September 28, 1989, and recorded at Deed
Book 6532, page 242, aforesaid Records.


                                       34
<PAGE>

PARCEL SIX

Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Encroachment Easement from
Hines Atlanta Limited and Ravinia Property Owners Association, Inc., to Ravinia
III Associates Limited Partnership, dated December 13, 1996, and recorded at
Deed Book 9254, page 735, DeKalb County, Georgia Records. NOTE: This Policy
insures that, so long as said Encroachment Easement remains in effect, the
improvements may remain so long as they shall stand, and that if the same are
damaged or destroyed, they may be replaced in substantially the same condition
and location.


PARCEL SEVEN (COMMUNICATION LINE EASEMENT)

Non-exclusive easement, rights and appurtenances inuring to the benefit of and
running with the title to the insured land under that certain Communication Line
Easement Agreement between Hines Atlanta Limited and Ravinia Property Owners
Association, Inc. and Ravinia III Associates Limited Partnership, dated June 30,
1995, and recorded at Deed Book 9254, page 698, DeKalb County, Georgia Records.


PARCEL EIGHT (SIGN EASEMENT)

Non-exclusive easement, rights and appurtenances inuring to the benefit of
running with the title to the insured land under that certain Sign Easement
Agreement between Hines Atlanta Limited and Ravinia III Associates Limited
Partnership, dated December 13 1996, and recorded at Deed Book 9254, page 722,
DeKalb County, Georgia Records.


PARCEL NINE (GENERAL UTILITY LINE EASEMENT)

Non-exclusive easement, rights and appurtenances inuring to the benefit of and
running with the title to the insured land under that certain General Utility
Line Easement (and subject to terms and conditions contained therein) from Hines
Atlanta Limited and Ravinia Property Owners Association, Inc. to Ravinia III
Associates Limited Partnership, dated December 13, 1996, and recorded at Deed
Book 9254, page 763, DeKalb County, Georgia.





                                       35
<PAGE>



                                   EXHIBIT "B"

                               LEASING GUIDELINES





Grantee will require its approval of any proposed lease that is equal to or
greater than 26,000 rentable square feet, and also meets one of the following
conditions (an "Approval Lease"):

(a) The Lease is not on a Standard Lease Form Previously approved by Grantee
with such modifications to such standard Lease Form as may customarily result
from negotiations with tenants; or

(b) The Lease has an Initial lease term which is greater than 10 years or less
than 3 years; or

(c) The Lease has an Initial lease rate which is less than $22.00 per square
foot (including expense reimbursement); or

(d) The Lease has a Free rent period which is greater than 3 months.

Any lease modification which would cause a Lease to meet the conditions of an
Approval Lease shall also require Grantee's consent and shall fall within the
definition of Approval Lease hereunder. Grantee agrees that Grantee will respond
to requests for approvals of Leases (or amendments or terminations thereof) as
follows: Grantor will send an initial request for approval indicating that
Grantee's approval is required within ten (10) days and if Grantor has not
received Grantee's approval within the initial ten (10) day period, then Grantor
shall send a second request for approval stating that Grantee's approval is
required within five (5) days. Grantee agrees that Grantee's approval under this
paragraph shall be deemed to have been granted if Grantee fails to respond with
a grant or denial of approval within five (5) days after Grantee receives the
second written request for approval from Grantor as long as both the first
request for approval and the second request for approval contains substantially
the following statement in bold or capital letters distinguishing it from the
other text in the request: "THIS REQUEST FOR APPROVAL IS MADE UNDER EXHIBIT B OF
THE DEED TO SECURE DEBT AND YOUR APPROVAL WILL BE DEEMED GRANTED IF YOU FAIL TO
RESPOND WITHIN [Insert TEN (10) DAYS for first notice and FIVE (5) DAYS for
second notice]". If Grantor fails to send the second five (5) day notice and no
response is otherwise received from Grantee, then the request will be deemed
disapproved.





                                       36
<PAGE>

</TEXT>
</DOCUMENT>
