MAXUS REALTY TRUST INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>ex1017.txt
<TEXT>
                                                                   Exhibit 10.17

                        ASSUMPTION AND RELEASE AGREEMENT

     This Assumption and Release Agreement ("Agreement") is made effective as of
September 28, 2001, by and among WATERTON  ROCK,  LIMITED,  an Arkansas  limited
partnership ("Transferor"),  DAVID R. SCHWARTZ and PETER M. VILIM ("Original Key
Principals") LANDINGS ACQUISITION,  L.L.C., a Missouri limited liability company
("Transferee"),  MAXUS REALTY TRUST, INC., a Missouri  corporation (the "New Key
Principal") and FANNIE MAE, a corporation  organized and existing under the laws
of the United States of America,  formerly  known as Federal  National  Mortgage
Association.

                                    RECITALS:

     A. Fannie Mae is the holder of that certain  Multifamily  Note (as modified
by the Addendum to  Multifamily  Note, the "Note") dated August 15, 1997, in the
original  principal  amount of  $4,000,000.00  made by  Transferor  to Berkshire
Mortgage  Finance  Limited  Partnership,  a  Massachusetts  limited  partnership
("Original  Lender"),  which Note  evidences  a loan  ("Loan")  made by Original
Lender to  Transferor.  To secure the  repayment  of the Note,  Transferor  also
executed and delivered a Multifamily Mortgage,  Assignment of Rents and Security
Agreement,   including  a  Rider  to  Multifamily   Instrument   (the  "Security
Instrument"), dated as of August 15, 1997, recorded in the Office of the Circuit
County  Clerk and  Recorder of Pulaski  County,  State of Arkansas on August 18,
1997, as Instrument No.  97-052920 that grants a lien on the property  described
in Exhibit A to this  Agreement (the  "Property").  The Transferor is liable for
the payment and performance of all of Transferor's  obligations  under the Note,
the Security  Instrument and all other documents executed in connection with the
Loan,  as  listed  on  Exhibit  B to this  Agreement  (collectively,  the  "Loan
Documents").  Each of the Loan  Documents  has been duly assigned or endorsed to
Fannie Mae. The current servicer of the Loan is Original Lender ("Servicer").

     B. The Original Key  Principals  are liable for the  obligations  under the
Acknowledgment  and  Agreement of Key  Principal to Personal  Liability  for the
Exceptions  to  Non-Recourse  Liability  contained  in  the  Note  and  Security
Instrument (the "Acknowledgment").

     C. Fannie Mae has been asked to consent to the  transfer of the Property to
the Transferee  and the  assumption by the Transferee of the  obligations of the
Transferor under the Loan Documents.


<PAGE>

     D. Fannie Mae has been asked to consent to the release of the  Original Key
Principals from their respective obligations under the Acknowledgment and accept
the  assumption  by the  New  Key  Principal  of the  Original  Key  Principals'
obligations under the Acknowledgment.

     E.  Fannie Mae has agreed to consent to the  transfer  of the  Property  by
Transferor to Transferee subject to the terms and conditions stated below.

     In consideration of the foregoing and the mutual covenants and promises set
forth in this Agreement and other good and valuable  consideration,  the receipt
and  sufficiency  of which are  hereby  acknowledged,  Fannie  Mae,  Transferor,
Original Key Principals, Transferee and New Key Principal agree as follows:

     1.  Assumption of Obligations.  The Transferee  agrees to assume all of the
payment and performance obligations of the Transferor set forth in the Note, the
Security  Instrument  and the other  Loan  Documents  in  accordance  with their
respective terms and conditions,  as the same may be modified by this Agreement,
including  without  limitation,  payment  of all sums due under  the  Note.  The
Transferee  further  agrees  to abide by and be bound by all of the terms of the
Loan Documents, all as though each of the Loan Documents had been made, executed
and delivered by the Transferee.

     2.   Transferor's   and  Original  Key  Principals'   Representations   and
Warranties. The Transferor and the Original Key Principals represent and warrant
to Fannie Mae as of the date of this Agreement that:

          (a) The Note has an unpaid  principal  balance of  $3,839,130.53,  and
prior to default bears interest at the rate of seven and 66/100 percent  (7.66%)
per annum;

          (b) The Note requires that monthly  payments of principal and interest
in the amount of  $28,408.12  be made on or before  the first  (1st) day of each
month,  continuing to and including  September 1, 2007,  when all sums due under
the Loan Documents will be immediately due and payable in full;

          (c)  Based  solely  on the  title  commitment  delivered  to Lender in
connection with this  transaction and  Transferor's and Original Key Principals'
knowledge, the Security Instrument is a valid first lien on the Property for the
full unpaid  principal amount of the Loan and all other amounts as stated in the
Security Instrument;


<PAGE>

          (d) There are no defenses,  offsets or  counterclaims to the Note, the
Security Instrument or the other Loan Documents;

          (e) There are no defaults by the  Transferor  under the  provisions of
the Note, the Security Instrument or the other Loan Documents;

          (f) All  provisions  of the Note,  the Deed of Trust  and  other  Loan
Documents are in full force and effect;

          (g) There are no subordinate liens of any kind covering or relating to
the Property,  nor are there any  mechanics'  liens or liens for unpaid taxes or
assessments  encumbering  the  Property,  nor has  notice of a lien or notice of
intent to file a lien been received; and

The Transferor and Original Key Principals understand and intend that Fannie Mae
will rely on the representations and warranties contained herein.

     3. Transferee's and the New Key Principals' Representations and Warranties.
The Transferee and the New Key Principal  represent and warrant to Fannie Mae as
of the date of this Agreement that neither  Transferee nor any New Key Principal
has  any  knowledge  that  any of the  representations  made by  Transferor  and
Original Key Principals in Paragraph 2 above are not true and correct.

     4. Consent to Transfer.  Fannie Mae hereby  consents to the transfer of the
Property and to the  assumption by the  Transferee of all of the  obligations of
the Transferor under the Loan Documents, subject to the terms and conditions set
forth in this Agreement. Fannie Mae's consent to the transfer of the Property to
the  Transferee is not intended to be and shall not be construed as a consent to
any  subsequent  transfer which  requires the Lender's  consent  pursuant to the
terms of the Security Instrument.

     5.  Assumption by the New Key Principal of Liability for the  Exceptions to
Non-Recourse.   New  Key  Principal  hereby  assumes  all  liability  under  the
provisions of the Acknowledgement.

     6. Release of Transferor  and Original Key  Principals.  In reliance on the
Transferor's   and  the   Original   Key   Principals'   and  the   Transferee's
representations and warranties in this Agreement, Fannie Mae releases Transferor
and the Original Key Principals from all of their respective  obligations  under
the Loan Documents, provided, however, that the


<PAGE>

Transferor  is not released  from any  liability  pursuant to this  Agreement or
paragraph  D  (Environmental  Hazards)  of the Rider to  Multifamily  Instrument
executed  by  the  Transferor  as a part  of the  Security  Instrument  for  any
liability  that relates to the period prior to the date  hereof,  regardless  of
when such  environmental  hazard is discovered.  If any material  element of the
representations   and  warranties  made  by  the  Transferor  and  Original  Key
Principals contained herein is false as of the date of this Agreement,  then the
release set forth in this  Paragraph 6 will be  cancelled as of the date of this
Agreement and the Transferor and Original Key Principals  will remain  obligated
under the Loan Documents as though there had been no such release.

     7.  Priority/Modification.  This  Agreement  embodies and  constitutes  the
entire  understanding  among  the  parties  with  respect  to  the  transactions
contemplated   herein,   and   all   prior   or   contemporaneous    agreements,
understandings,  representations,  and statements,  oral or written,  are merged
into this  Agreement.  Neither this  Agreement nor any  provision  hereof may be
waived, modified, amended,  discharged, or terminated except by an instrument in
writing  signed  by the party  against  which the  enforcement  of such  waiver,
modification,  amendment,  discharge, or termination is sought, and then only to
the extent set forth in such  instrument.  Except as expressly  modified hereby,
the Note,  Security  Instrument  and other Loan  Documents  shall remain in full
force and effect and this  Agreement  shall  have no effect on the  priority  or
validity  of  the  liens  set  forth  in the  Security  Instrument  or the  Loan
Documents,  which are  incorporated  herein  by  reference.  Transferor  and the
Original Key Principals  hereby ratify the agreements made by them to Fannie Mae
in  connection  with the Loan and  agree  that,  except to the  extent  modified
hereby, all of such agreements remain in full force and effect.

     8. No  Impairment  of Lien.  Nothing  set forth  herein  shall  affect  the
priority  or extent  of the lien of any of the Loan  Documents,  nor,  except as
expressly set forth herein, release or change the liability of any party who may
now be or  after  the  date of  this  Agreement,  become  liable,  primarily  or
secondarily, under the Loan Documents.

     9. Costs. The Transferee and the Transferor agree to pay all fees and costs
(including  attorneys'  fees)  incurred  by  Fannie  Mae  and  the  Servicer  in
connection  with Fannie  Mae's  consent to and  approval of the  transfer of the
Property and a transfer fee of  $38,391.31  in  consideration  of the consent to
that transfer.


<PAGE>

     10. Financial  Information.  The Transferee and New Key Principal represent
and  warrant  to  Fannie  Mae that all  financial  information  and  information
regarding the management capability of Transferee and New Key Principal provided
to the  Servicer or Fannie Mae was true and  correct as of the date  provided to
the  Servicer  or Fannie Mae and remains  materially  true and correct as of the
date of this Agreement.

     11. Addresses. Transferee's address for notice hereunder and under the Loan
Documents is:

         Landings Acquisition, L.L.C.
         104 Armour Road
         North Kansas City, Missouri 64116

Transferor's address for notice hereunder and under the Loan Documents is:

         Waterton Rock, Limited
         225 West Washington Street, Suite 1650
         Chicago, Illinois 60606

     12.  Complete  Release.  Transferee  and  Transferor  and the  Original Key
Principals  and  the  New  Key  Principal,  jointly  and  severally  as  between
Transferee and New Key Principal,  unconditionally  and irrevocably  release and
forever discharge Original Lender, Fannie Mae, and their respective  successors,
assigns, agents, directors, officers, employees, and attorneys, and each current
or  substitute  trustee  under  the  Security  Instrument   (collectively,   the
"Indemnitees")  from all Claims,  as defined  below,  and jointly and  severally
agree to indemnify Indemnitees,  and hold them harmless from any and all claims,
losses,  causes of action,  costs and  expenses  of every kind or  character  in
connection with the Claims or the transfer of the Property.  Notwithstanding the
foregoing,  Transferor and Original Key Principals  shall not be responsible for
any  Claims  arising  from the  action or  inaction  of  Transferee  and New Key
Principal, and Transferee and New Key Principal shall not be responsible for any
Claims  arising  from the action or  inaction of  Transferor  and  Original  Key
Principals.  As used in this Agreement, the term "Claims" shall mean any and all
possible claims,  demands,  actions, costs, expenses and liabilities whatsoever,
known or unknown,  at law or in equity,  originating  in whole or in part, on or
before  the  date  of  this  Agreement,  which  the  Transferor,   Original  Key
Principals,  or any of their respective partners,  members,  officers, agents or
employees,  may  now or  hereafter  have  against  the  Indemnitees,  if any and
irrespective of whether any such Claims arise out



<PAGE>

of contract, tort, violation of laws, or regulations, or otherwise in connection
with any of the Loan Documents,  including,  without limitation, any contracting
for, charging, taking, reserving,  collecting or receiving interest in excess of
the highest lawful rate applicable  thereto and any loss, cost or damage, of any
kind or  character,  arising out of or in any way  connected  with or in any way
resulting  from the acts,  actions or omissions of  Indemnitees,  including  any
requirement  that  the  Loan  Documents  be  modified  as  a  condition  to  the
transactions  contemplated  by  this  Agreement,  any  charging,  collecting  or
contracting  for prepayment  premiums,  transfer  fees, or assumption  fees, any
breach  of  fiduciary  duty,  breach  of any  duty of fair  dealing,  breach  of
confidence,  breach of funding  commitment,  undue influence,  duress,  economic
coercion,  violation  of any  federal  or state  securities  or Blue Sky laws or
regulations,   conflict  of  interest,   NEGLIGENCE,   bad  faith,  malpractice,
violations  of  the  Racketeer   Influenced  and  Corrupt   Organizations   Act,
intentional or negligent  infliction of mental distress,  tortious  interference
with contractual  relations,  tortious interference with corporate governance or
prospective business advantage,  breach of contract,  deceptive trade practices,
libel, slander,  conspiracy or any claim for wrongfully accelerating the Note or
wrongfully  attempting to foreclose on any collateral  relating to the Note, but
in each case only to the extent  permitted by  applicable  law.  Transferor  and
Transferee  agree that  Fannie Mae and  Original  Lender  have no  fiduciary  or
similar  obligations to Transferor or Transferee and that their  relationship is
strictly that of creditor and debtor. This release is accepted by Fannie Mae and
Original  Lender  pursuant to this  Agreement  and shall not be  construed as an
admission of liability on the part of either.  Transferor and Transferee and the
Original Key Principals and New Key Principal  hereby represent and warrant that
they are the current legal and beneficial owners of all Claims, if any, released
hereby and have not assigned, pledged or contracted to assign or pledge any such
Claim to any other person.

     13. Miscellaneous.

          (a) This Agreement shall be construed according to and governed by the
laws of the jurisdictions in which the Property is located without regard to its
conflicts of law principles.

          (b) If any provision of this  Agreement is  adjudicated to be invalid,
illegal or unenforceable, in whole or in part, it will be deemed omitted to that
extent and all other  provisions of this Agreement will remain in full force and
effect.


<PAGE>

          (c) No change or  modification of this Agreement shall be valid unless
the same is in writing and signed by all parties hereto.

          (d) The captions  contained in this  Agreement are for  convenience of
reference only and in no event define,  describe or limit the scope or intent of
this Agreement or any of the provisions or terms hereof.

          (e) This  Agreement  shall be binding upon and inure to the benefit of
the parties and their respective heirs,  legal  representatives,  successors and
assigns.

          (f) This Agreement may be executed in any number of counterparts  with
the same effect as if all parties hereto had signed the same document.  All such
counterparts  shall be construed  together and shall  constitute one instrument,
but in making  proof  hereof it shall  only be  necessary  to  produce  one such
counterpart.

          (g) THIS WRITTEN  AGREEMENT AND THE OTHER LOAN DOCUMENTS,  AS AMENDED,
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                TRANSFEREE:

                                LANDINGS ACQUISITION, L.L.C.,
                                a Missouri limited liability company

                                By: /s/ John W. Alvey (Seal)
                                Name:   John W. Alvey
                                Title:  Manager

                                Date: September 25, 2001



<PAGE>

                                NEW KEY PRINCIPAL:

                                By: MAXUS REALTY TRUST, INC.,
                                    a Missouri corporation (Seal)

                                    Name: /s/ Daniel W. Pishny
                                    Title:    President
                                    Address: 104 Armour Road
                                             North Kansas City, MO 64116

                                    Date: September 24, 2001


                                TRANSFEROR:

                                WATERTON ROCK, LIMITED,
                                an Arkansas limited partnership

                                By: Waterton Rock Investors, Limited,
                                    an Arkansas limited partnership,
                                    its General Partner

                                    By: SV, L.L.C. d/b/a Waterton SV, L.L.C.,
                                        an Illinois limited liability company,
                                        its General Partner

                                        By: /s/ Peter M. Vilim (Seal)
                                        Name:   Peter M. Vilim
                                        Title:  Managing Member

                                        Date: September 25, 2001



<PAGE>
                                        ORIGINAL KEY PRINCIPALS:

                                        /s/   David R. Schwartz (Seal)

                                        Name: David R. Schwartz

                                        Date:  September 25, 2001


                                        /s/   Peter M. Vilim  (Seal)

                                        Name: Peter M. Vilim

                                        Date: September 25, 2001


                                        FANNIE MAE

                                        By: /s/ Brian Hunt (Seal)

                                        Name:   Brian Hunt

                                        Title:  Assistant Vice President

                                        Date: September 24, 2001



<PAGE>

STATE OF MISSOURI, Clay County ss:

On this  24th day of  September,  2001,  before  me,  the  undersigned  officer,
personally appeared John W. Alvey, who acknowledged himself to be the Manager of
LANDINGS  ACQUISITION,  L.L.C., a limited liability company, and that he as such
Manager of LANDINGS ACQUISITION, L.L.C., being authorized to do so, executed the
foregoing  instrument  for the  purposes  therein  contained  in the name and on
behalf of LANDINGS ACQUISITION, L.L.C.

     IN TESTIMONY WHEREOF, I hereunto set my hand and official seal.


                                        /s/ Grace E. Bales
                                        Title of Officer: Notary Public
                                        My commission expires: August 24, 2002


                                                [NOTARIAL SEAL]




STATE OF MISSOURI, Clay County ss:


     On this 24th day of September,  2001,  before me, the undersigned  officer,
personally  appeared  Daniel  W.  Pishny,  who  acknowledged  himself  to be the
President  of MAXUS  REALTY  TRUST,  INC.,  a  corporation,  and that he as such
President of MAXUS REALTY TRUST,  INC.,  being authorized to do so, executed the
foregoing  instrument  for the  purposes  therein  contained  in the name and on
behalf of MAXUS REALTY TRUST, INC.

     IN TESTIMONY WHEREOF, I hereunto set my hand and official seal.


                                        /s/ Grace E. Bales
                                        Title of Officer: Notary Public
                                        My commission expires: August 24, 2002


                                                [NOTARIAL SEAL]





<PAGE>

STATE OF ILLINOIS, Cook County ss:

     On this 25th day of September,  2001,  before me, the undersigned  officer,
personally appeared Peter M. Vilim, who acknowledged  himself to be the Managing
Member of SV, L.L.C. (d/b/a Waterton SV, L.L.C.),  the limited liability company
named in the  foregoing  instrument  as the  General  Partner of  Waterton  Rock
Investors,  Limited,  a limited  partnership and the General Partner of WATERTON
ROCK, LIMITED, a limited partnership, and that he as such Managing Member of SV,
L.L.C.,  the General  Partner of Waterton Rock Investors,  Limited,  the General
Partner of WATERTON  ROCK,  LIMITED,  being  authorized  to do so,  executed the
foregoing  instrument  for the  purposes  therein  contained in the name of such
Limited  Partnership by himself as Managing  Member of SV,  L.L.C.,  the General
Partner of Waterton Rock  Investors,  Limited,  the General  Partner of WATERTON
ROCK, LIMITED, on behalf of WATERTON ROCK, LIMITED.

     IN TESTIMONY WHEREOF, I hereunto set my hand and official seal.



                                        /s/ Betsy Jaeger
                                        Title of Officer: Notary
                                        My commission expires: August 4, 2003


                                                [NOTARIAL SEAL]

STATE OF ILLINOIS, Cook County ss:

     On this 25th day of September  2001,  before me, the  undersigned  officer,
personally appeared DAVID R. SCHWARTZ, known to me (or satisfactorily proven) to
be  the  person  whose  name  is  subscribed  to  the  within  instrument,   and
acknowledged that he executed the same for the purposes therein contained.

     IN TESTIMONY WHEREOF, I hereunto set my hand and official seal.


                                        /s/ Betsy Jaeger
                                        Title of Officer: Notary
                                        My commission expires: August 21, 2003


                                                [NOTARIAL SEAL]




<PAGE>

STATE OF ILLINOIS, Cook County ss:

     On this 25th day of September  2001,  before me, the  undersigned  officer,
personally appeared PETER M. VILIM, known to me (or satisfactorily proven) to be
the person whose name is subscribed to the within  instrument,  and acknowledged
that he executed the same for the purposes therein contained.

     IN TESTIMONY WHEREOF, I hereunto set my hand and official seal.



                                        /s/ Betsy Jaeger
                                        Title of Officer:  Notary
                                        My commission expires: August 21, 2003


                                                [NOTARIAL SEAL]



District of Columbia County ss:

     On this 24th day of September  2001,  before me, the  undersigned  officer,
personally  appeared Brian K. Hunt,  who  acknowledged  himself/herself  to be a
Assistant Vice President of FANNIE MAE, the  corporation  named in the foregoing
instrument,  and that he/she as such  Assistant  Vice  President  of FANNIE MAE,
being acknowledged to do so, executed the foregoing  instrument for the purposes
therein contained in the name of  himself/herself as Assistant Vice President of
FANNIE MAE, on behalf of FANNIE MAE.

     IN TESTIMONY WHEREOF, I hereunto set my hand and official seal.



                                      /s/ Donna D. Prulikowski
                                      Title of Officer: Notary
                                      My commission expires: September 30, 2005


                                                [NOTARIAL SEAL]

<PAGE>

                                    EXHIBIT A
                                       to
                        ASSUMPTION AND RELEASE AGREEMENT


                                   (ATTACHED)

<PAGE>

                                   EXHIBIT A

THE land located in the County of Pulaski,  State of Arkansas,  and described as
follows:

     Part of Tracts 3, 6, and 7, Hillvale Addition, Little Rock, Pulaski County,
     Arkansas,  more  particularly  described  as  follows:   Beginning  at  the
     Northwest corner of Tract 7, Hillvale Addition;  thence South 67 degrees 35
     minutes 20 seconds  East 35.00 feet;  thence South 48 degrees 59 minutes 16
     seconds east 80.00 feet; thence South 77 degrees 17 minutes 24 seconds East
     72.00 feet;  thence South 30 degrees 18 minutes 29 seconds east 78.00 feet;
     thence  South 68 degrees 07 minutes 04 seconds  East 124.00 feet to a point
     on the East line of the West 1/2 of said Tract 7;  thence  South 00 degrees
     45 minutes 54 seconds  West along said East line  374.98 feet to a point on
     the North line of a 50 foot wide Little Rock Water Works  Easement;  thence
     North 87 degrees 25  minutes 51 seconds  West along said North line  219.11
     feet;  thence North 78 degrees 18 minutes 19 seconds West continuing  along
     said North line 290.87 feet;  thence North 81 degrees 37 minutes 00 seconds
     West continuing along said North line 298.70 feet;  thence North 33 degrees
     50 minutes 55 seconds East 350.00  feet;  thence North 8 degrees 54 minutes
     57 seconds  East 60.00 feet;  thence North 53 degrees 57 minutes 51 seconds
     East 80.00 feet;  thence  North 42 degrees 42 minutes 56 seconds East 99.00
     feet; thence North 67 degrees 48 minutes 07 seconds East 98.00 feet; thence
     South 66 degrees 15 minutes 55 seconds  East 50.00  feet;  thence  South 46
     degrees 21  minutes 58 seconds  East 20.00 feet to a point on the East line
     of Tract 3,  Hillvale  Addition;  thence  South 00  degrees  54  minutes 05
     seconds West along said East line 15.00 feet to the Point of Beginning.


<PAGE>

       LENDER'S COUNSEL MUST PREPARE AN EXHIBIT B, WHICH INCLUDES ALL OF
                          THE EXECUTED LOAN DOCUMENTS.
                          THIS PAGE IS AN EXAMPLE ONLY

                                    EXHIBIT B
                                       to
                        ASSUMPTION AND RELEASE AGREEMENT


[insert list of all loan documents executed in connection with the original
Loan]


     1. Multifamily Note dated August 15, 1997, by Transferor for the benefit of
Original Lender, as modified by an Addendum to Note dated August 15, 1997.

     2.  Multifamily  Mortgage,  Assignment  of Rents  and  Security  Agreement,
including a Rider to  Multifamily  Instrument,  dated as of August 15, 1997,  by
Transferor for the benefit of Original  Lender,  recorded with the Office of the
Circuit County Clerk and Recorder of Pulaski County,  Arkansas as Instrument No.
97-052920,  as assigned to Fannie Mae by an Assignment of  Multifamily  Mortgage
dated as of August 15, 1997,  and recorded with the Office of the Circuit County
Clerk and Recorder of Pulaski County, Arkansas as Instrument No. 97-052921.

     3. UCC-1 Financing  Statement naming Transferor as debtor,  Original Lender
as Secured Party and Fannie Mae as assignee of secured  party  recorded with the
Office of the Circuit County Clerk and Recorder of Pulaski  County,  Arkansas on
August 18, 1997, as Instrument  Nos.  97-052922 and 97-052923,  and the Arkansas
Secretary of State on August 21, 1997, as Instrument No. 1090370.

     4. Replacement  Reserve and Security Agreement dated as of August 15, 1997,
by and between Transferor and Original Lender.



</TEXT>
</DOCUMENT>
