<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>15
<FILENAME>dex1026.txt
<DESCRIPTION>REAL ESTATE MORTGAGE FINANCING DOCUMENTS
<TEXT>
<PAGE>

                                                                   Exhibit 10.26


--------------------------------------------------------------------------------
AFTER RECORDING, RETURN TO:
---------------------------

General Electric Capital Business
Asset Funding Corporation
Middle Market Risk/Operations Department
10900 NE 4th Street, Suite 500
Bellevue, Washington  98004
Attn: Ms. Deehan Gay
Loan No. 050-8563-001

THIS INSTRUMENT PREPARED BY:
----------------------------

Jenkens & Gilchrist,
a professional corporation
George C. Dunlap, Esq.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
================================================================================
                                         [space above for recorder's use only]


                            COMMERCIAL DEED OF TRUST,
                               SECURITY AGREEMENT,
                         ASSIGNMENT OF LEASES AND RENTS,
                               AND FIXTURE FILING

Borrower: Teradyne, Inc.
Borrower's Entity: a Massachusetts corporation
State of Organization of Borrower: Massachusetts
Organizational I.D. of Borrower: 04-2272148


         THIS DEED OF TRUST (herein this "Instrument") is made effective as of
December 19, 2001, by the Trustor, TERADYNE INC., a Massachusetts corporation,
whose address is 321 Harrison Avenue, Boston, Massachusetts 02118-2238 (herein
"Borrower"), in favor of FIRST AMERICAN TITLE INSURANCE COMPANY, a California
corporation, whose address is One First American Way, Santa Ana, California
92701 (herein "Trustee"), for the benefit of the Beneficiary, GENERAL ELECTRIC
CAPITAL BUSINESS ASSET FUNDING CORPORATION, a Delaware corporation, whose
address is Middle Market Risk/Operations Department, 10900 NE 4th Street, Suite
500, Bellevue, Washington 98004 (herein "GE CAPITAL").

         Borrower, in consideration of the indebtedness herein recited and the
trust herein created, irrevocably grants, conveys and assigns to Trustee, IN
TRUST, WITH POWER OF SALE, all of Borrower's estate, right, title and interest,
now owned or hereafter acquired, including any reversion or remainder interest,
in the real property located in Los Angeles County, California, more
particularly described on Exhibit A attached hereto and incorporated herein,
                          ---------
including all heretofore or hereafter vacated alleys and streets abutting the
property, and all easements, rights, appurtenances, tenements, hereditaments,
rents, royalties, mineral, oil and gas rights and profits, water, water rights,
and water stock appurtenant to the property (collectively, the "Premises");

                                        1

<PAGE>

         TOGETHER with all of Borrower's estate, right, title and interest, now
owned or hereafter acquired, in:

                  a.       all buildings, structures, improvements, parking
areas, landscaping, and fixtures now or hereafter erected on, attached to, or
used or adapted for use in the operation of the Premises; including but without
being limited to the following property: all heating, air conditioning and
incinerating apparatus and equipment; all boilers, piping and plumbing fixtures,
water heaters, cooling, ventilating, sprinkling and vacuum cleaning systems,
fire extinguishing apparatus, gas and electric fixtures, carpeting, floor
coverings, underpadding, elevators, escalators, partitions, mantels, built-in
mirrors, window shades, blinds, draperies, screens, storm sash, awnings, signs,
and shrubbery and plants, and including also all interest of any owner of the
Premises in any of such items hereafter at any time acquired under conditional
sale contract, chattel mortgage or other title retaining or security instrument,
all of which property mentioned in this clause (a) shall be deemed part of the
realty covered by this Instrument and not severable wholly or in part without
material injury to the freehold of the Premises (all of the foregoing together
with replacements and additions thereto are referred to herein as
"Improvements"); and

                  b.       all compensation, awards, damages, rights of action
and proceeds, including interest thereon and/or the proceeds of any policies of
insurance therefor, arising out of or relating to a (i) taking or damaging of
the Premises or the Improvements thereon by reason of any public or private
improvement, condemnation proceeding (including change of grade), sale or
transfer in lieu of condemnation, or fire, earthquake or other casualty, or (ii)
any injury to or decrease in the value of the Premises or the Improvements for
any reason whatsoever; and

                  c.       return premiums or other payments upon any insurance
any time provided for the benefit of or naming GE CAPITAL, and refunds or
rebates of taxes or assessments on the Premises; and

                  d.       all the right, title and interest of Borrower in, to
and under all written and oral leases and rental agreements (including
extensions, renewals and subleases; all of the foregoing shall be referred to
collectively herein as the "Leases") now or hereafter affecting the Premises
including, without limitation, all rents, issues, profits and other revenues and
income therefrom and from the renting, leasing or bailment of the Improvements
and equipment, all guaranties of tenants' performance under the Leases, and all
rights and claims of any kind that Borrower may have against any tenant under
the Leases or in connection with the termination or rejection of the Leases in a
bankruptcy or insolvency proceeding; and the leasehold estate in the event this
Instrument is on a leasehold; and

                  e.       plans, specifications, contracts and agreements
relating to the design or construction of the Improvements; Borrower's rights
under any payment, performance, or other bond in connection with the design or
construction of the Improvements; and contracts, agreements, and purchase orders
with contractors, subcontractors, suppliers, and materialmen incidental to the
design or construction of the Improvements; and

                  f.       all contracts, accounts, rights, claims or causes of
action pertaining to or affecting the Premises or the Improvements, including,
without limitation, all options or contracts to acquire other property for use
in connection with operation or development of the Premises or the Improvements,
management contracts, service or supply contracts, permits,

                                        2

<PAGE>

licenses, franchises and certificates relating to the Property, all utility and
similar deposits relating to the use and occupancy of the Premises, and all
general intangibles relating to the Premises (the term "general intangibles" as
used in this paragraph shall have the meaning given such term in the Uniform
Commercial Code-Secured Transactions of the state where the Premises is
located); and

                  g.       all books, records, surveys, reports and other
documents related to the Premises, the Improvements, the Leases, or other items
of collateral described herein; and

                  h.       all additions, accessions, replacements,
substitutions, proceeds and products of the real and personal property, tangible
and intangible, described herein.

         All of the foregoing described collateral is exclusive of any
furniture, furnishings or trade fixtures owned and supplied by tenants, if any,
of the Premises. The Premises, the Improvements, the Leases and all of the rest
of the foregoing property are herein referred to as the "Property."

         TO SECURE TO GE CAPITAL (a) the repayment of the indebtedness evidenced
by Borrower's note dated of even date herewith in the principal sum of
FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), with interest thereon as
set forth in the note, and all renewals, extensions and modifications thereof
(herein the "Note"), and with a final maturity date of January 1, 2007 (the
"Maturity Date"); (b) the repayment of any future advances, with interest
thereon, made by GE CAPITAL to Borrower pursuant to Section 30 hereof (herein
                                                    ----------
"Future Advances"); (c) the payment of all other sums, with interest thereon,
advanced in accordance herewith to protect the security of this Instrument or to
fulfill any of Borrower's obligations hereunder or under the other Loan
Documents (as defined below); (d) the performance of the covenants and
agreements of Borrower contained herein or in the other Loan Documents; (e) the
repayment of all sums now or hereafter owing to GE CAPITAL by Borrower pursuant
to any instrument which recites that it is secured hereby; and (f) the repayment
of all other sums now or hereafter owing to GE CAPITAL by Borrower or any entity
related to Borrower (the indebtedness described in clause (f) is collectively
called "Other Loans"). The indebtedness and obligations described in clauses
(a)-(f) above are collectively referred to herein as the "Indebtedness." The
Note, this Instrument, the Commercial Deeds of Trust, Security Agreements,
Assignments of Leases and Rents and Fixture Filings (the "Other Deeds of Trust")
dated of even date herewith, executed by Borrower for the benefit of GE CAPITAL,
and all other documents evidencing, securing or guarantying the Indebtedness
(except any Certificate and Indemnity Agreement Regarding Hazardous Substances),
as the same may be modified or amended from time to time, are referred to herein
as the "Loan Documents." The terms of the Note secured hereby may provide that
the interest rate or payment terms or balance due may be indexed, adjusted,
renewed, or renegotiated from time to time, and this Instrument shall continue
to secure the Note notwithstanding any such indexing, adjustment, renewal or
renegotiation.

         Borrower represents and warrants that Borrower has good, marketable and
insurable title to, and has the right to grant, convey and assign an
indefeasible fee simple estate in, the Premises, Improvements, rents and leases
(or, if this Instrument is on a leasehold, good, marketable and insurable title
to, and the right to convey the leasehold estate and that the ground lease is in
full force and effect without modification except as noted above and without
default on the part of either lessor or lessee thereunder), and the right to
convey the other Property, that

                                        3

<PAGE>

the Property is unencumbered except for the matters set forth on Exhibit B
                                                                 ---------
attached to and made a part of this Instrument, and that Borrower will warrant
and forever defend unto Trustee and GE CAPITAL the title to the Property against
all claims and demands, subject only to the permitted exceptions set forth in
Exhibit B attached hereto.
---------

         Borrower represents, warrants, covenants and agrees for the benefit of
GE CAPITAL as follows:

                  a.       PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall
                           ---------------------------------
promptly pay when due the principal of and interest on the Indebtedness, any
prepayment and other charges provided in the Loan Documents and all other sums
secured by this Instrument.

                  b.       FUNDS FOR TAXES, INSURANCE AND OTHER CHARGES. Upon
                           --------------------------------------------
the occurrence of an Event of Default (hereinafter defined), and at GE CAPITAL's
sole option at any time thereafter, Borrower shall pay on or before the first
day of each month, in addition to each monthly payment on the Note, one-twelfth
(1/12) of the annual real estate taxes, insurance premiums, assessments, water
and sewer rates, ground rents and other charges (herein "Impositions") payable
with respect to the Property (as estimated by GE CAPITAL in its sole
discretion), to be held by GE CAPITAL without interest to Borrower, for the
payment of any Impositions.

         If the amount of such additional payments held by GE CAPITAL ("Funds")
at the time of the annual accounting thereof shall exceed the amount deemed
necessary by GE CAPITAL to provide for the payment of Impositions as they fall
due, such excess shall be at Borrower's option, either repaid to Borrower or
credited to Borrower on the next monthly installment or installments of Funds
due. If at any time the amount of the Funds held by GE CAPITAL shall be less
than the amount deemed necessary by GE CAPITAL to pay Impositions as they fall
due, Borrower shall pay to GE CAPITAL any amount necessary to make up the
deficiency within thirty (30) days after notice from GE CAPITAL to Borrower
requesting payment thereof.

         Upon the occurrence of an Event of Default, GE CAPITAL may apply, in
any amount and in any order as GE CAPITAL shall determine in GE CAPITAL's sole
discretion, any Funds held by GE CAPITAL at the time of application (a) to pay
Impositions which are now or will hereafter become due, or (b) as a credit
against sums secured by this Instrument. Upon payment in full of all sums
secured by this Instrument, GE CAPITAL shall refund to Borrower any Funds held
by GE CAPITAL.

                  c.       APPLICATION OF PAYMENTS. Unless applicable law
                           -----------------------
provides otherwise, each complete installment payment received by GE CAPITAL
from Borrower under the Note or this Instrument shall be applied by GE CAPITAL
first in payment of amounts payable to GE CAPITAL by Borrower under Section 2
                                                                    ---------
hereof, then to interest payable on the Note, then to principal of the Note, and
then to interest and principal on any Future Advances in such order as GE
CAPITAL, at GE CAPITAL's sole discretion, shall determine. Upon Borrower's
breach of any covenant or agreement of Borrower in this Instrument, GE CAPITAL
may apply, in any amount and in any order as GE CAPITAL shall determine in GE
CAPITAL's sole discretion, any payments received by GE CAPITAL under the Note or
this Instrument. Any partial payment received by GE CAPITAL shall, at GE
CAPITAL's option, be held in a non-

                                        4

<PAGE>

interest bearing account until GE CAPITAL receives funds sufficient to equal a
complete installment payment.

                  d.       CHARGES, LIENS. Subject to Section 40 below, Borrower
                           --------------             ----------
shall pay all Impositions attributable to the Property when the same are due and
in the manner provided under Section 2 hereof or, if not paid in such manner, by
                             ---------
Borrower making payment, when due, directly to the payee thereof, or in such
other manner as GE CAPITAL may designate in writing. If requested by GE CAPITAL,
Borrower shall promptly furnish to GE CAPITAL all notices of Impositions which
become due, and in the event Borrower shall make payment directly, Borrower
shall promptly furnish to GE CAPITAL receipts evidencing such payments. Borrower
shall promptly discharge any lien which has, or may have, priority over or
equality with, the lien of this Instrument, and Borrower shall pay, when due,
the claims of all persons supplying labor or materials to or in connection with
the Property. Without GE CAPITAL's prior written permission, Borrower shall not
allow any lien inferior to this Instrument to be perfected against the Property.
If any lien is filed against the Property without GE CAPITAL's prior written
permission and without the consent of Borrower, Borrower shall, within thirty
(30) days after receiving notice of the filing of such lien, either (a) cause
such lien to be released of record and deliver evidence of such release to GE
CAPITAL or (b) obtain and deliver to GE CAPITAL a surety bond in form, in an
amount and issued by a surety approved by GE CAPITAL, which surety bond operates
to release the Property from the claim evidenced by such lien.

                  e.       INSURANCE. Borrower shall obtain and maintain the
                           ---------
following types of insurance upon and relating to the Property:

         a.       "All Risk" property and fire insurance (with extended coverage
                  endorsement including malicious mischief and vandalism) in an
                  amount not less than the full replacement value of the
                  Property (with a deductible not to exceed $1,000,000.00),
                  naming GE CAPITAL under a lender's loss payee endorsement
                  (form 438BFU or equivalent) and including agreed amount,
                  inflation guard, replacement cost and waiver of subrogation
                  endorsements;

         b.       Comprehensive general liability insurance in an amount not
                  less than $2,000,000.00 insuring against personal injury,
                  death and property damage and naming GE CAPITAL as additional
                  insured;

         c.       Business interruption insurance covering loss of income for up
                  to ninety (90) days; and

         d.       Such other types of insurance or endorsements to existing
                  insurance as may reasonably be required from time to time by
                  GE CAPITAL.

                           Upon each request of GE CAPITAL, Borrower shall
                  increase the coverages under any of the insurance policies
                  required to be maintained hereunder or otherwise modify such
                  policies in accordance with GE CAPITAL's request provided such
                  request is made on a reasonable basis. All of the insurance
                  policies required hereunder shall be issued by corporate
                  insurers licensed to do business in the state in which the
                  Property is located and rated A:X or better by A.M. Best
                  Company, and shall be in form acceptable to GE CAPITAL. If and
                  to the extent

                                        5

<PAGE>

                  that the Property is located within an area that has been or
                  is hereafter designated or identified as an area having
                  special flood hazards by the Department of Housing and Urban
                  Development or such other official as shall from time to time
                  be authorized by federal or state law to make such designation
                  pursuant to any national or state program of flood insurance,
                  Borrower shall carry flood insurance with respect to the
                  Property in amounts not less than the maximum limit of
                  coverage then available with respect to the Property or the
                  amount of the Indebtedness, whichever is less. Certificates of
                  all insurance required to be maintained hereunder shall be
                  delivered to GE CAPITAL, along with evidence of payment in
                  full of all premiums required thereunder, contemporaneously
                  with Borrower's execution of this Instrument. All such
                  certificates shall be in form acceptable to GE CAPITAL and
                  shall require the insurance company to give to GE CAPITAL at
                  least thirty (30) days' prior written notice before canceling
                  the policy for any reason or materially amending it, except
                  with respect to the insurance policy for the Property which
                  expires in December of 2001. Certificates evidencing all
                  renewal and substitute policies of insurance shall be
                  delivered to GE CAPITAL, along with evidence of the payment in
                  full of all premiums required thereunder, at least thirty (30)
                  days before termination of the policies being renewed or
                  substituted, except with respect to the insurance policy for
                  the Property which expires in December of 2001. If any loss
                  shall occur at any time when Borrower shall be in default
                  hereunder, GE CAPITAL shall be entitled to the benefit of all
                  insurance policies held or maintained by Borrower, to the same
                  extent as if same had been made payable to GE CAPITAL, and
                  upon foreclosure hereunder, GE CAPITAL shall become the owner
                  thereof. GE CAPITAL shall have the right, but not the
                  obligation, to make premium payments, at Borrower's expense,
                  to prevent any cancellation, endorsement, alteration or
                  reissuance of any policy of insurance maintained by Borrower,
                  and such payments shall be accepted by the insurer to prevent
                  same.

                           If any act or occurrence of any kind or nature
                  (including any casualty for which insurance was not obtained
                  or obtainable) shall result in damage to or destruction of the
                  Property (such event being called a "Loss"), Borrower will
                  give prompt written notice thereof to GE CAPITAL. All
                  insurance proceeds paid or payable in connection with any Loss
                  shall be paid to GE CAPITAL. If (i) no Event of Default has
                  occurred and is continuing hereunder, (ii) Borrower provides
                  evidence satisfactory to GE CAPITAL of its ability to pay all
                  amounts becoming due under the Note during the pendency of any
                  restoration or repairs to or replacement of the Property,
                  (iii) the available insurance proceeds, together with any
                  funds deposited with GE CAPITAL by Borrower are, in GE
                  CAPITAL's judgment, sufficient to fully and completely
                  restore, repair or replace the Property, and (iv) Borrower
                  provides evidence satisfactory to GE CAPITAL that none of the
                  tenants of the Property will terminate their lease agreements
                  as a result of either the Loss or the repairs to or
                  replacement of the Property, Borrower shall have the right to
                  apply all insurance proceeds received in connection with such
                  Loss either (a) to restore, repair, replace and rebuild the
                  Property as nearly as possible to its value, condition and
                  character immediately prior to such Loss, or (b) to the
                  payment of the Indebtedness in such order as GE CAPITAL may
                  elect. If an Event of Default has occurred and is continuing
                  hereunder at the time of

                                        6

<PAGE>

                  such Loss, if GE CAPITAL determines that Borrower will be
                  unable to pay all amounts becoming due under the Note during
                  the pendency of any restoration or repairs to or replacement
                  of the Property, if the available insurance proceeds together
                  with any funds deposited with GE CAPITAL by Borrower are
                  insufficient, in GE CAPITAL's judgment, to fully and
                  completely restore, repair or replace the Property, or if GE
                  CAPITAL believes that one or more tenants of the Property will
                  terminate their lease agreements as a result of either the
                  Loss or the repairs to or replacement of the Property, then
                  all of the insurance proceeds payable with respect to such
                  Loss will be applied to the payment of the Indebtedness, or if
                  so instructed by GE CAPITAL, Borrower will promptly, at
                  Borrower's sole cost and expense and regardless of whether
                  sufficient insurance proceeds shall be available, commence to
                  restore, repair, replace and rebuild the Property as nearly as
                  possible to its value, condition, character immediately prior
                  to such Loss, provided GE CAPITAL releases such proceeds to
                  Borrower for repairs or replacements to the Property. Borrower
                  shall diligently prosecute any restoration, repairs or
                  replacement of the Property undertaken by or on behalf of
                  Borrower pursuant to this Section 5. All such work shall be
                                            ---------
                  conducted pursuant to written contracts approved by GE CAPITAL
                  in writing. Notwithstanding anything contained herein to the
                  contrary, in the event the insurance proceeds received by GE
                  CAPITAL following any Loss are insufficient in GE CAPITAL's
                  judgment to fully and completely restore, repair or replace
                  the Property, and if Borrower has complied with all of the
                  other conditions described in this Section 5, Borrower may
                                                     ---------
                  elect to restore, repair or replace the Property if it first
                  deposits with GE CAPITAL such additional sums as GE CAPITAL
                  determines are necessary in order to fully and completely
                  restore, repair or replace the Property. In the event any
                  insurance proceeds remain following the restoration, repair or
                  replacement of the Property, such proceeds shall be applied to
                  the Indebtedness in such order as GE CAPITAL may elect.

                                    f.       PRESERVATION AND MAINTENANCE OF THE
                                             -----------------------------------
                  PROPERTY; LEASEHOLDS. Borrower (a) shall not commit waste or
                  --------------------
                  permit impairment or deterioration of the Property, (b) shall
                  not abandon the Property, (c) shall restore or repair promptly
                  and in a good and workmanlike manner all or any part of the
                  Property to the equivalent of its original condition, or such
                  other condition as GE CAPITAL may approve in writing, in the
                  event of any damage, injury or loss thereto, whether or not
                  insurance proceeds are available to cover, in whole or in
                  part, the costs of such restoration or repair (but GE CAPITAL
                  shall make the net insurance proceeds received by GE CAPITAL
                  available to Borrower for the restoration or repair of the
                  Property as a condition to the enforcement by GE CAPITAL of
                  the covenant set forth in this subpart (c)), (d) shall keep
                  the Property, including all improvements, fixtures, equipment,
                  machinery and appliances thereon, in good repair and shall
                  replace fixtures, equipment, machinery and appliances on the
                  Property when necessary to keep such items in good repair,
                  normal wear and tear excepted (e) shall comply with all laws,
                  ordinances, regulations and requirements of any governmental
                  body applicable to the Property, (f) if all or part of the
                  Property is for rent or lease, then GE CAPITAL, at its option
                  after the occurrence of an Event of Default, may require
                  Borrower to provide for professional management of the
                  Property by a property

                                        7

<PAGE>

                  manager satisfactory to GE CAPITAL pursuant to a contract
                  approved by GE CAPITAL in writing, unless such requirement
                  shall be waived by GE CAPITAL in writing, (g) shall comply
                  with the terms of any restrictive covenants or other similar
                  documents applicable to the Property and generally operate and
                  maintain the Property in a manner to ensure maximum rentals,
                  and (h) shall give notice in writing to GE CAPITAL of and,
                  unless otherwise directed in writing by GE CAPITAL, appear in
                  and defend any action or proceeding purporting to affect the
                  Property, the security of this Instrument or the rights or
                  powers of GE CAPITAL hereunder. Except as provided in the
                  following sentence, neither Borrower nor any tenant or other
                  person, without the written approval of GE CAPITAL, shall
                  remove, demolish or alter any Improvement now existing or
                  hereafter erected on the Property or any fixture, equipment,
                  machinery or appliance in or on the Property except when
                  incident to the replacement of fixtures, equipment, machinery
                  and appliances with items of like kind. Borrower shall have
                  the right to make nonstructural alterations and improvements
                  to the interior of the Property without the prior written
                  approval of GE CAPITAL.

                           Borrower represents, warrants and covenants that to
                  the best of Borrower's knowledge, the Property is and shall
                  remain in compliance with the Americans with Disabilities Act
                  of 1990 and all of the regulations promulgated thereunder, as
                  the same may be amended from time to time.

                                    g.       USE OF PROPERTY. Unless required by
                                             ---------------
                  applicable law or unless GE CAPITAL has otherwise agreed in
                  writing, Borrower shall not allow changes in the use for which
                  all or any part of the Property was intended at the time this
                  Instrument was executed. Borrower shall not, without GE
                  CAPITAL's prior written consent, (a) initiate or acquiesce in
                  a change in the zoning classification (including any variance
                  under any existing zoning ordinance applicable to the
                  Property), (b) permit the use of the Property to become a
                  non-conforming use under applicable zoning ordinances, unless
                  grandfathered by applicable law and only if following any
                  damage to the Property, the rebuilding of the Property for its
                  use as of the date of this Instrument and to its same size as
                  of the date of this Instrument would be permitted under such
                  applicable law, (c) file any subdivision or parcel map
                  affecting the Property, or (d) amend, modify or consent to any
                  easement or covenants, conditions or restrictions pertaining
                  to the Property.

                                    h.       PROTECTION OF GE CAPITAL'S
                                             --------------------------
                  SECURITY. If Borrower fails to perform any of the covenants
                  --------
                  and agreements contained in this Instrument, or if any action
                  or proceeding is commenced which affects the Property or title
                  thereto or the interest of GE CAPITAL therein, including, but
                  not limited to, eminent domain, insolvency, code enforcement,
                  or arrangements or proceedings involving a bankrupt or
                  decedent, then GE CAPITAL, at GE CAPITAL's, option may make
                  such appearances, disburse such sums and take such action as
                  GE CAPITAL deems necessary, in its sole discretion, to protect
                  GE CAPITAL's interest, including, but not limited to, (a)
                  disbursement of attorneys' fees, (b) entry upon the Property
                  to make repairs, and/or (c) procurement of satisfactory
                  insurance as provided in Section 5 hereof.
                                           ---------

                                        8

<PAGE>

                           Any amounts disbursed by GE CAPITAL pursuant to this
                  Section 8, with interest thereon, shall become additional
                  ---------
                  Indebtedness of Borrower secured by this Instrument. Unless
                  Borrower and GE CAPITAL agree to other terms of payment, such
                  amounts shall be immediately due and payable and shall bear
                  interest from the date of disbursement at the post maturity
                  rate stated in the Note. Borrower hereby covenants and agrees
                  that GE CAPITAL shall be subrogated to the lien of any
                  mortgage or other lien discharged, in whole or in part, by the
                  Indebtedness. Nothing contained in this Section 8 shall
                                                          ---------
                  require GE CAPITAL to incur any expense or take any action
                  hereunder.

                                    i.       INSPECTION. Upon reasonable advance
                                             ----------
                  notice, GE CAPITAL may make or cause to be made reasonable
                  entries upon the Property to inspect the interior and exterior
                  thereof.

                                    j.       FINANCIAL DATA. Borrower will
                                             --------------
                  furnish to GE CAPITAL, and will cause each guarantor of the
                  Indebtedness to furnish to GE CAPITAL upon request, within
                  ninety (90) days after the close of each calendar year, (i)
                  balance sheet and profit and loss statements for the
                  immediately preceding calendar year prepared in accordance
                  with generally accepted accounting principles and practices
                  consistently applied and, if GE CAPITAL so requires,
                  accompanied by the annual audit report of an independent
                  certified public accountant reasonably acceptable to GE
                  CAPITAL, all as submitted by Borrower to the Securities and
                  Exchange Commission (the "SEC"), and (ii) if Borrower is no
                  longer required to submit financial reports to the SEC, all
                  other financial information and reports that GE CAPITAL may,
                  from time to time, reasonably request, including, if GE
                  CAPITAL so requires, income tax returns of Borrower and any
                  guarantor of the Indebtedness, and financial statements of any
                  tenant of the Property designated by GE CAPITAL.

                                    k.       CONDEMNATION. If the Property, or
                                             ------------
                  any part thereof, shall be condemned for any reason,
                  including, without limitation, fire or earthquake damage, or
                  otherwise taken for public or quasi-public use under the power
                  of eminent domain, or be transferred in lieu thereof, all
                  damages or other amounts awarded for the taking of, or injury
                  to, the Property shall be paid to GE CAPITAL, and GE CAPITAL
                  shall have the right, in its sole and absolute discretion, to
                  apply the amounts so received against (a) the costs and
                  expenses of GE CAPITAL or Trustee, including reasonable
                  attorneys' fees incurred in connection with collection of such
                  amounts, and (b) the balance against the Indebtedness;
                  provided, however, that if (i) no Event of Default shall have
                  occurred and be continuing hereunder, (ii) Borrower provides
                  evidence satisfactory to GE CAPITAL of its ability to pay all
                  amounts becoming due under the Note during the pendency of any
                  restoration or repairs to or replacement of the Property,
                  (iii) GE CAPITAL determines, in its sole discretion, that the
                  proceeds of such award are sufficient to restore, repair,
                  replace and rebuild the Property as nearly as possible to its
                  value, condition and character immediately prior to such
                  taking (or, if the proceeds of such award are insufficient for
                  such purpose, if Borrower provides additional sums to GE
                  CAPITAL's satisfaction so that the

                                        9

<PAGE>

                  aggregate of such sums and the proceeds of such award will be
                  sufficient for such purpose), and (iv) Borrower provides
                  evidence satisfactory to GE CAPITAL that, as a result of
                  either the condemnation or taking or the repairs to or
                  replacement of the Property, none of the tenants of the
                  Property will terminate their lease agreements, then the
                  proceeds of such award, together with additional sums provided
                  by Borrower, shall be placed in a separate account for the
                  benefit of GE CAPITAL and Borrower to be used to restore,
                  repair, replace and rebuild the Property as nearly as possible
                  to its value, condition and character immediately prior to
                  such taking. All work to be performed in connection therewith
                  shall be pursuant to a written contract therefor, which
                  contract shall be subject to the prior reasonable approval of
                  GE CAPITAL. To the extent that any funds remain after the
                  Property has been so restored and repaired, the same shall be
                  applied against the Indebtedness in such order as GE CAPITAL
                  may elect. To enforce its rights hereunder, GE CAPITAL shall
                  be entitled to participate in and control (after the
                  occurrence of an Event of Default), any condemnation
                  proceedings and to be represented therein by counsel of its
                  own choice, and Borrower will deliver, or cause to be
                  delivered to GE CAPITAL such instruments as may be requested
                  by GE CAPITAL from time to time to permit such participation.
                  In the event GE CAPITAL, as a result of any such judgment,
                  decree or award, reasonably believes that the payment or
                  performance of any of the Indebtedness is or shall be
                  impaired, GE CAPITAL may declare all of the Indebtedness
                  immediately due and payable, in which event no prepayment
                  premium shall be due.

                                    l.       BORROWER AND LIEN NOT RELEASED.
                                             ------------------------------
                  From time to time, GE CAPITAL may, at GE CAPITAL's option,
                  without giving notice to or obtaining the consent of Borrower,
                  Borrower's successors or assigns or of any junior lienholder
                  or guarantors, without liability on GE CAPITAL's part and
                  notwithstanding Borrower's breach of any covenant or agreement
                  of Borrower in this Instrument, extend the time for payment of
                  the Indebtedness or any part thereof, reduce the payments
                  thereon, release anyone liable on any of the Indebtedness,
                  accept an extension or modification or renewal note or notes
                  therefor, release from the lien of this Instrument any part of
                  the Property, take or release other or additional security,
                  reconvey any part of the Property, consent to any map or plan
                  of the Property, consent to the granting of any easement, join
                  in any extension or subordination agreement, and agree in
                  writing with Borrower to modify the rate of interest or period
                  of amortization of the Note or decrease the amount of the
                  monthly installments payable thereunder. Any actions taken by
                  GE CAPITAL pursuant to the terms of this Section 12 shall not
                                                           ----------
                  affect the obligation of Borrower or Borrower's successors or
                  assigns to pay the sums secured by this Instrument and to
                  observe the covenants of Borrower contained herein, shall not
                  affect the guaranty of any person, corporation, partnership or
                  other entity for payment of the Indebtedness, and shall not
                  affect the lien or priority of the lien hereof on the
                  Property. Borrower shall pay GE CAPITAL a reasonable service
                  charge, together with such title insurance premiums and
                  attorneys' fees as may be incurred at GE CAPITAL's option, for
                  any such action if taken at Borrower's request.

                                       10

<PAGE>

                                    m.       FORBEARANCE BY GE CAPITAL NOT A
                                             -------------------------------
                  WAIVER. Any forbearance by GE CAPITAL in exercising any right
                  ------
                  or remedy hereunder, or otherwise afforded by applicable law,
                  shall not be a waiver of or preclude the exercise of any other
                  right or remedy. The acceptance by GE CAPITAL of payment of
                  any sum secured by this Instrument after the due date of such
                  payment shall not be a waiver of GE CAPITAL's right to either
                  require prompt payment when due of all other sums so secured
                  or to declare a default for failure to make prompt payment.
                  The procurement of insurance or the payment of taxes or other
                  liens or charges by GE CAPITAL shall not be a waiver of GE
                  CAPITAL's right to accelerate the maturity of the Indebtedness
                  secured by this Instrument, nor shall GE CAPITAL's receipt of
                  any awards, proceeds or damages under Sections 5 or 11 hereof
                                                        ----------------
                  operate to cure or waive Borrower's default in payment of sums
                  secured by this Instrument.

                                    n.       UNIFORM COMMERCIAL CODE SECURITY
                                             --------------------------------
                  AGREEMENT. This Instrument is intended to be a security and a
                  ---------
                  fixture filing agreement pursuant to the Uniform Commercial
                  Code for any and all of the items specified above as part of
                  the Property which, under applicable law, may be subject to a
                  security interest pursuant to the Uniform Commercial Code, and
                  Borrower hereby grants and conveys to GE CAPITAL a first and
                  prior security interest in all of the Property that
                  constitutes personalty, whether now owned or hereafter
                  acquired. Borrower is the debtor and GE CAPITAL is the secured
                  party. The respective addresses of Borrower and of GE CAPITAL
                  are as provided on page 1 of this Instrument. Borrower hereby
                  authorizes GE CAPITAL to file this Instrument, or a
                  reproduction thereof, and any other financing statements
                  describing the Property which are deemed necessary by GE
                  CAPITAL, in the real estate records and other appropriate
                  indexes as determined by GE CAPITAL, as a financing statement
                  for any of the items specified above as part of the Property.
                  Any reproduction of this Instrument or of any other security
                  agreement or financing statement shall be sufficient as a
                  financing statement. In addition, Borrower agrees to execute
                  and deliver to GE CAPITAL, upon GE CAPITAL's request, any
                  additional financing statements, as well as extensions,
                  renewals and amendments thereof, and reproductions of this
                  Instrument in such form as GE CAPITAL may require to perfect a
                  security interest with respect to the foregoing items.
                  Borrower shall pay all costs of filing such financing
                  statements and any extensions, renewals, amendments and
                  releases thereof, and shall pay all costs and expenses of any
                  record searches for financing statements GE CAPITAL may
                  require. Without the prior written consent of GE CAPITAL,
                  Borrower shall not create or suffer to be created pursuant to
                  the Code any other security interest in said items, including
                  replacements and additions thereto. Upon Borrower's breach of
                  any covenant or agreement of Borrower contained in this
                  Instrument, including the covenants to pay when due all sums
                  secured by this Instrument, GE CAPITAL shall have the remedies
                  of a secured party under the Code, and GE CAPITAL also may
                  invoke the remedies provided in Section 26 of this Instrument
                                                  ----------
                  as to such items. In exercising any of said remedies, GE
                  CAPITAL may proceed against the items of real property and any
                  items of personal property specified above, separately or
                  together, and in any order whatsoever, without in any way
                  affecting the availability of GE CAPITAL's

                                       11

<PAGE>

                  remedies under the Code or of the remedies provided in Section
                                                                         -------
                  26 of this Instrument. Within ten (10) days following any
                  --
                  request therefor by GE CAPITAL, Borrower shall prepare and
                  deliver to GE CAPITAL a written inventory specifically listing
                  all of the personal property covered by the security interest
                  herein granted, which inventory shall be certified by Borrower
                  as being true, correct and complete.

                                    o.       LEASES OF THE PROPERTY. As used in
                                             ----------------------
                  this Section 15, the word "Lease" shall include subleases if
                       ----------
                  this Instrument is on a leasehold. Borrower shall comply with
                  and observe Borrower's obligations as landlord under all
                  Leases, if any, of the Property or any part thereof. All
                  Leases now or hereafter entered into will be in form and
                  substance subject to the reasonable approval of GE CAPITAL.
                  All Leases of the Property shall specifically provide that
                  such Leases are subordinate to this Instrument; that the
                  tenant attorns to GE CAPITAL, such attornment to be effective
                  upon GE CAPITAL's acquisition of title to the Property; that
                  the tenant agrees to execute such further evidences of
                  attornment as GE CAPITAL may, from time to time, request; that
                  the attornment of the tenant shall not be terminated by
                  foreclosure; and that GE CAPITAL may, at GE CAPITAL's option,
                  accept or reject such attornments. Borrower shall not, without
                  GE CAPITAL's written consent, request or consent to the
                  subordination of any Lease of all or any part of the Property
                  to any lien subordinate to this Instrument. If Borrower
                  becomes aware that any tenant proposes to do, or is doing, any
                  act or thing which may give rise to any right of set-off
                  against rent, Borrower shall (a) take such steps as shall be
                  reasonably calculated to prevent the accrual of any right to a
                  set-off against rent, (b) immediately notify GE CAPITAL
                  thereof in writing and of the amount of said set-offs, and (c)
                  within ten (10) days after such accrual, reimburse the tenant
                  who shall have acquired such right to set-off or take such
                  other steps as shall effectively discharge such setoff and as
                  shall assure that rents thereafter due shall continue to be
                  payable without set-off or deduction. Upon GE CAPITAL's
                  receipt of notice of the occurrence of any default or
                  violation by Borrower of any of its obligations under the
                  Leases, GE CAPITAL shall have the immediate right, but not the
                  duty or obligation, without prior written notice to Borrower
                  or to any third party, to enter upon the Property and to take
                  such actions as GE CAPITAL may deem necessary to cure any
                  default or violation by Borrower under the Leases. The costs
                  incurred by GE CAPITAL in taking any such actions pursuant to
                  this Section 15 shall become part of the Indebtedness, shall
                       ----------
                  bear interest at the rate provided in the Note, and shall be
                  payable by Borrower to GE CAPITAL on demand. GE CAPITAL shall
                  have no liability to Borrower or to any third party for any
                  actions taken by GE CAPITAL or not taken pursuant to this
                  Section 15.
                  ----------

                                    p.       REMEDIES CUMULATIVE. Each remedy
                                             -------------------
                  provided in this Instrument is distinct and cumulative to all
                  other rights or remedies under this Instrument or afforded by
                  law or equity, and may be exercised concurrently,
                  independently or successively, in any order whatsoever.

                                    q.       TRANSFERS OF THE PROPERTY OR
                                             ----------------------------
                  BENEFICIAL INTERESTS IN BORROWER; ASSUMPTION. GE CAPITAL may,
                  --------------------------------------------
                  at its

                                       12

<PAGE>

                  option, declare all sums secured by this Instrument to be
                  immediately due and payable, and GE CAPITAL may invoke any
                  remedies permitted by Section 26 of this Instrument, if (a)
                                        ----------
                  title to the Property is changed without the prior written
                  consent of GE CAPITAL, (b) if all or any portion of the
                  Property is leased to any third party without the prior
                  written consent of GE CAPITAL, (c) if any deed of trust,
                  security agreement or other similar document or encumbrance is
                  executed or granted by Borrower with respect to all or any
                  portion of the Property, or (d) if a controlling interest in
                  Borrower's voting stock is sold or transferred to any person
                  or entity in either a single transaction or in one (1) or more
                  related transactions. GE CAPITAL's consent to any transaction
                  described in the immediately preceding sentence may be given
                  or withheld in GE CAPITAL's sole discretion. GE CAPITAL shall
                  have the right to condition its consent to any proposed sale
                  or transfer of the Property which is described in subpart (a)
                  above upon, among other things, GE CAPITAL's approval of the
                  transferee's creditworthiness and management ability, and the
                  transferee's execution, prior to the sale or transfer, of a
                  written assumption agreement containing such terms as GE
                  CAPITAL may require, including, if required by GE CAPITAL, the
                  imposition of a transfer fee of one percent (1%) of the then
                  outstanding balance of the Indebtedness. Consent by GE CAPITAL
                  to one transfer of the Property shall not constitute consent
                  to subsequent transfers or waiver of the provisions of this
                  Section 17. No transfer by Borrower shall relieve Borrower of
                  ----------
                  liability for payment of the Indebtedness.

                                    r.       NOTICE. Except for any notice
                                             ------
                  required under applicable law to be given in another manner,
                  any and all notices, elections, demands, or requests permitted
                  or required to be made under this Instrument or under the Note
                  shall be in writing, signed by the party giving such notice,
                  election, demand or request, and shall be delivered
                  personally, or sent by registered, certified, or Express
                  United States mail, postage prepaid, or by Federal Express or
                  similar service requiring a receipt, to the other party at the
                  address stated above, or to such other party and at such other
                  address within the United States of America as any party may
                  designate in writing as provided herein. The date of receipt
                  of such notice, election, demand or request shall be the
                  earliest of (a) the date of actual receipt, (b) three (3) days
                  after the date of mailing by registered or certified mail, (c)
                  one (1) day after the date of mailing by Express Mail or the
                  delivery (for redelivery) to Federal Express or another
                  similar service requiring a receipt, or (d) the date of
                  personal delivery (or refusal upon presentation for delivery).
                  GE CAPITAL shall endeavor to deliver a copy of any written
                  notice given to Borrower pursuant to the Loan Documents to
                  Borrower's counsel, Brown, Rudnick, Freed & Gesmer, One
                  Financial Center, Boston, Massachusetts 02111, Attn: Joel M.
                  Reck, but any failure by GE CAPITAL to deliver any such notice
                  to Borrower's counsel shall neither invalidate any notice
                  given to Borrower nor impose any liability on GE CAPITAL.

                                    s.       SUCCESSORS AND ASSIGNS BOUND; JOINT
                                             -----------------------------------
                  AND SEVERAL LIABILITY; AGENTS; CAPTIONS. The covenants and
                  ---------------------------------------
                  agreements herein contained shall bind, and the rights
                  hereunder shall inure to, the respective heirs, successors and
                  assigns of GE CAPITAL and Borrower, subject to the provisions
                  of Section 17 hereof. In exercising any rights hereunder or
                     ----------
                  taking any

                                       13

<PAGE>

                  actions provided for herein, GE CAPITAL may act through its
                  employees, agents or independent contractors as authorized by
                  GE CAPITAL. The captions and headings of the sections of this
                  Instrument are for convenience only and are not to be used to
                  interpret or define the provisions hereof.

                                    t.       WAIVER OF STATUTE OF LIMITATIONS.
                                             --------------------------------
                  Borrower hereby waives the right to assert any statute of
                  limitations as a bar to the enforcement of the lien of this
                  Instrument or to any action brought to enforce the Note or any
                  other obligation secured by this Instrument.

                                    u.       WAIVER OF MARSHALLING.
                                             ---------------------
                  Notwithstanding the existence of any other security interests
                  in the Property held by GE CAPITAL or by any other party, GE
                  CAPITAL shall have the right to determine the order in which
                  any or all of the Property shall be subjected to the remedies
                  provided herein. GE CAPITAL shall have the right to determine
                  the order in which any or all portions of the Indebtedness
                  secured hereby are satisfied from the proceeds realized upon
                  the exercise of the remedies provided herein. Borrower, any
                  party who consents to this Instrument and any party who now or
                  hereafter acquires a security interest in the Property and who
                  has actual or constructive notice hereof hereby waives any and
                  all right to require the marshalling of assets in connection
                  with the exercise of any of the remedies permitted by
                  applicable law or provided herein.

                                    v.       HAZARDOUS WASTE. Borrower has
                                             ---------------
                  furnished to GE CAPITAL a Phase I Environmental Site
                  Assessment dated November, 2001, prepared by CDM Dresser &
                  McKee and an Environmental Questionnaire executed by Borrower
                  and dated November 29, 2001 (collectively, the "Report").
                  Except as disclosed to GE CAPITAL in the Report, Borrower has
                  received no notification of any kind suggesting that the
                  Property or any adjacent property is or may be contaminated
                  with any hazardous waste or materials or is or may be required
                  to be cleaned up in accordance with any applicable law or
                  regulation; and Borrower further represents and warrants that,
                  except as previously disclosed to GE CAPITAL in writing, to
                  the best of its knowledge as of the date hereof, after due and
                  diligent inquiry, there are no hazardous waste or materials
                  located in, on or under the Property or any adjacent property,
                  or incorporated in any Improvements, nor has the Property or
                  any adjacent property ever been used as a landfill or a waste
                  disposal site, or a manufacturing, handling, storage,
                  distribution or disposal facility for hazardous waste or
                  materials. As used herein, the term "hazardous waste or
                  materials" includes any substance or material defined in or
                  designated as hazardous or toxic wastes, hazardous or toxic
                  material, a hazardous, toxic or radioactive substance, or
                  other similar term, by any federal, state or local statute,
                  regulation or ordinance now or hereafter in effect. Borrower
                  shall promptly comply with all statutes, regulations and
                  ordinances, and with all orders, decrees or judgments of
                  governmental authorities or courts having jurisdiction,
                  relating to the use, collection, treatment, disposal, storage,
                  control, removal or cleanup of hazardous waste or materials
                  in, on or under the Property or any adjacent property, or
                  incorporated in any Improvements, at Borrower's expense. In
                  the event that GE CAPITAL at any time has a reasonable belief
                  that the

                                       14

<PAGE>

                  Property is not free of all hazardous waste or materials or
                  that Borrower has violated any applicable environmental law
                  with respect to the Property, then within thirty (30) days
                  after GE CAPITAL delivers written notice to Borrower thereof,
                  Borrower shall obtain and furnish to GE CAPITAL, at Borrower's
                  sole cost and expense, an environmental audit and inspection
                  of the Property from an expert satisfactory to GE CAPITAL. In
                  the event that Borrower fails to immediately obtain such audit
                  or inspection, GE CAPITAL or its agents may perform or obtain
                  such audit or inspection at Borrower's sole cost and expense.
                  GE CAPITAL may, but is not obligated to, enter upon the
                  Property and take such actions and incur such costs and
                  expenses to effect such compliance (if Borrower fails to
                  comply with the obligations provided in this Section 22) as it
                                                               ----------
                  deems advisable to protect its interest in the Property; and
                  whether or not Borrower has actual knowledge of the existence
                  of hazardous waste or materials on the Property or any
                  adjacent property as of the date hereof, Borrower shall
                  reimburse GE CAPITAL as provided in Section 23 below for the
                                                      ----------
                  full amount of all costs and expenses incurred by GE CAPITAL
                  prior to GE CAPITAL acquiring title to the Property through
                  foreclosure or acceptance of a deed in lieu of foreclosure, in
                  connection with such compliance activities. Neither this
                  provision nor any of the other Loan Documents shall operate to
                  put GE CAPITAL in the position of an owner of the Property
                  prior to any acquisition of the Property by GE CAPITAL. The
                  rights granted to GE CAPITAL herein and in the other Loan
                  Documents are granted solely for the protection of GE
                  CAPITAL's lien and security interest covering the Property and
                  do not grant to GE CAPITAL the right to control Borrower's
                  actions, decisions or policies regarding hazardous waste or
                  materials.

                                    w.       ADVANCES, COSTS AND EXPENSES.
                                             ----------------------------
                  Borrower shall pay, within ten (10) days after written demand
                  from GE CAPITAL, all sums advanced by GE CAPITAL and all costs
                  and expenses incurred by GE CAPITAL in taking any actions
                  pursuant to the Loan Documents, including reasonable
                  attorneys' fees and disbursements, accountants' fees,
                  appraisal and inspection fees, and the costs for title reports
                  and guaranties, together with interest thereon at the rate
                  applicable under the Note after an Event of Default from the
                  date Borrower receives written notice from GE CAPITAL of such
                  expenses incurred by GE CAPITAL. All such costs and expenses
                  incurred by GE CAPITAL and advances made shall constitute
                  advances under this Instrument to protect the Property and
                  shall be secured by and have the same priority as the lien of
                  this Instrument. If Borrower fails to pay any such advances,
                  costs and/or expenses and interest thereon, GE CAPITAL may
                  apply any undisbursed loan proceeds to pay the same and,
                  without foreclosing the lien of this Instrument, may, at its
                  option, commence an independent action against Borrower for
                  the recovery of the costs, expenses and/or advances, with
                  interest, together with costs of suit, costs of title reports
                  and guaranty of title, disbursements of counsel and reasonable
                  attorneys' fees incurred therein or in any appeal therefrom.

                                    x.       ASSIGNMENT OF LEASES AND RENTS.
                                             ------------------------------
                  Borrower, for good and valuable consideration, the receipt and
                  sufficiency of which is hereby acknowledged, to secure the
                  Indebtedness, does hereby absolutely and unconditionally
                  grant, bargain, sell, transfer, assign, convey, set over and
                  deliver

                                       15

<PAGE>

                  unto GE CAPITAL all right, title and interest of Borrower in,
                  to and under the Leases, if any, of the Property, whether now
                  in existence or hereafter entered into, and all guaranties,
                  amendments, extensions and renewals of said Leases and any of
                  them, and all rents, income and profits which may now or
                  hereafter be or become due or owing under the Leases, and any
                  of them, or on account of the use of the Property.

                           Borrower represents, warrants, covenants and agrees
                  with GE CAPITAL as follows:

         a.       The sole ownership of the entire lessor's interest in the
                  Leases is vested in Borrower, and Borrower has not, and shall
                  not, perform any acts or execute any other instruments which
                  might prevent GE CAPITAL from fully exercising its rights with
                  respect to the Leases under any of the terms, covenants and/or
                  conditions of this Instrument.

         b.       The Leases are and shall be valid and enforceable in
                  accordance with their terms and have not been and shall not be
                  altered, modified, amended, terminated, canceled, renewed or
                  surrendered, except as approved in writing by GE CAPITAL. The
                  terms and conditions of the Leases have not been and shall not
                  be waived in any manner whatsoever, except as approved in
                  writing by GE CAPITAL.

         c.       Borrower shall not alter the term or the amount of rent
                  payable under any Lease without prior written notice to GE
                  CAPITAL and GE CAPITAL's prior written consent.

         d.       To the best of Borrower's knowledge, there are no defaults now
                  existing under any of the Leases and there exists no state of
                  facts which, with the giving of notice or lapse of time or
                  both, would constitute a default under any of the Leases.

         e.       Borrower shall give prompt written notice to GE CAPITAL of any
                  notice received by Borrower claiming that a default has
                  occurred under any of the Leases on the part of Borrower,
                  together with a complete copy of any such notice.

         f.       Each of the Leases shall remain in full force and effect
                  irrespective of any merger of the interest of lessor and any
                  lessee under any of the Leases.

         g.       Borrower will not permit any Lease to become subordinate to
                  any lien other than the lien of this Instrument.

         h.       Borrower shall not permit or consent to the assignment by any
                  tenant of its rights under its Lease without the prior written
                  consent of GE CAPITAL. Without limitation of the foregoing,
                  Borrower shall not permit or consent to the filing of any
                  encumbrance against the tenant's interest under any Lease
                  including, without limitation, any leasehold mortgage.

                                       16

<PAGE>

                           This assignment is absolute, is effective
                  immediately, and is irrevocable by Borrower so long as the
                  Indebtedness remains outstanding. Notwithstanding the
                  foregoing, until a Notice is sent to Borrower in writing that
                  an Event of Default has occurred (which notice is hereafter
                  called a "Notice"), Borrower may receive, collect and enjoy
                  the rents, income and profits accruing from the Property.

                           Upon the occurrence of an Event of Default hereunder,
                  GE CAPITAL may, at its option, after service of a Notice,
                  receive and collect all such rents, income and profits from
                  the Property as they become due. GE CAPITAL shall thereafter
                  continue to receive and collect all such rents, income and
                  profits, as long as such default or defaults shall exist, and
                  during the pendency of any foreclosure proceedings.

                           Borrower hereby irrevocably appoints GE CAPITAL its
                  true and lawful attorney with power of substitution and with
                  full power for GE CAPITAL in its own name and capacity or in
                  the name and capacity of Borrower, from and after service of a
                  Notice, to demand, collect, receive and give complete
                  acquittances for any and all rents, income and profits
                  accruing from the Property, either in its own name or in the
                  name of Borrower or otherwise, which GE CAPITAL may deem
                  necessary or desirable in order to collect and enforce the
                  payment of the rents, income and profits of and from the
                  Property. Lessees of the Property are hereby expressly
                  authorized and directed, following receipt of a Notice from GE
                  CAPITAL, to pay any and all amounts due Borrower pursuant to
                  the Leases to GE CAPITAL or such nominee as GE CAPITAL may
                  designate in a writing delivered to and received by such
                  lessees, and the lessees of the Property are expressly
                  relieved of any and all duty, liability or obligation to
                  Borrower in respect of all payments so made.

                           Upon the occurrence of any Event of Default, from and
                  after service of a Notice, GE CAPITAL is hereby vested with
                  full power to use all measures, legal and equitable, deemed by
                  it to be necessary or proper to enforce this Section 24 and to
                                                               ----------
                  collect the rents, income and profits assigned hereunder,
                  including the right of GE CAPITAL or its designee, to enter
                  upon the Property, or any part thereof, and take possession of
                  all or any part of the Property together with all personal
                  property, fixtures, documents, books, records, papers and
                  accounts of Borrower relating thereto, and GE CAPITAL may
                  exclude Borrower, its agents and servants, wholly therefrom.
                  Borrower hereby grants full power and authority to GE CAPITAL
                  to exercise all rights, privileges and powers herein granted
                  at any and all times after service of a Notice, with full
                  power to use and apply all of the rents and other income
                  herein assigned to the payment of the costs of managing and
                  operating the Property and of any indebtedness or liability of
                  Borrower to GE CAPITAL, including, but not limited, to the
                  payment of taxes, special assessments, insurance premiums,
                  damage claims, the reasonable costs of maintaining, repairing,
                  rebuilding and restoring the Improvements on the Property or
                  of making the same rentable, reasonable attorneys' fees
                  incurred in connection with the enforcement of this
                  Instrument, and of principal and interest payments due from
                  Borrower to GE CAPITAL on the Note and this Instrument, all in
                  such

                                       17

<PAGE>

                  order as GE CAPITAL may determine. GE CAPITAL shall be under
                  no obligation to exercise or prosecute any of the rights or
                  claims assigned to it hereunder or to perform or carry out any
                  of the obligations of the lessor under any of the Leases and
                  does not assume any of the liabilities in connection with or
                  arising or growing out of the covenants and agreements of
                  Borrower in the Leases. It is further understood that the
                  assignment set forth in this Section 24 shall not operate to
                                               ----------
                  place responsibility for the control, care, management or
                  repair of the Property, or parts thereof, upon GE CAPITAL, nor
                  shall it operate to make GE CAPITAL liable for the performance
                  of any of the terms and conditions of any of the Leases, or
                  for any waste of the Property by any lessee under any of the
                  Leases, or any other person, or for any dangerous or defective
                  condition of the Property or for any negligence in the
                  management, upkeep, repair or control of the Property
                  resulting in loss or injury or death to any lessee, licensee,
                  employee or stranger.

                                    y.       DEFAULT. The following shall each
                                             -------
                  constitute an event of default ("Event of Default"):

                                             a.       Failure of Borrower to
                  make any payment of principal, interest, or any Prepayment
                  Premium due under this Note when due, and such failure shall
                  continue for a period of ten (10) days after written notice is
                  given to Borrower by GE CAPITAL specifying such failure
                  (provided that no notice shall be given of any failure by
                  Borrower to pay all amounts which become due hereunder on the
                  Maturity Date); or

                                             b.       Failure of Borrower within
                  the time required by this Instrument to make any payment for
                  taxes, insurance or for reserves for such payments, or any
                  other payment necessary to prevent filing of or discharge of
                  any lien (subject to Section 4 hereof), and such failure shall
                                       ---------
                  continue for a period of ten (10) days after written notice is
                  given to Borrower by GE CAPITAL specifying such failure; or

                                             c.       The Property or any part
                  of or interest in the Property is transferred in any manner
                  whatsoever without the prior written consent of GE CAPITAL; or

                                             d.       If any lease agreement
                  covering all or any portion of the Property is executed by
                  Borrower without GE CAPITAL's prior written consent; or

                                             e.       Filing by Borrower of a
                  voluntary petition in bankruptcy or filing by Borrower of any
                  petition or answer seeking or acquiescing in any
                  reorganization, arrangement, composition, readjustment,
                  liquidation, or similar relief for itself under any present or
                  future federal, state or other statute, law or regulation
                  relating to bankruptcy, insolvency or other relief for
                  debtors, or the seeking or consenting to by Borrower of the
                  appointment of any trustee, receiver, custodian, conservator
                  or liquidator for Borrower, any part of the Property, or any
                  of the income or rents of the Property, or the making by

                                       18

<PAGE>

                  Borrower of any general assignment for the benefit of
                  creditors, or the inability of or failure by Borrower to pay
                  its debts generally as they become due, or the insolvency on a
                  balance sheet basis or business failure of Borrower, or the
                  imposition of a lien upon any of the Property which is not
                  discharged in the manner permitted by Section 4 of this
                                                        ---------
                  Instrument, or the giving of notice by Borrower to any
                  governmental body of insolvency or suspension of operations;
                  or

                                             f.       Filing of a petition
                  against Borrower seeking any reorganization, arrangement,
                  composition, readjustment, liquidation, or similar relief
                  under any present or future federal, state or other law or
                  regulation relating to bankruptcy, insolvency or other relief
                  for debts, or the appointment of any trustee, receiver,
                  custodian, conservator or liquidator of Borrower, of any part
                  of the Property or of any of the income or rents of the
                  Property, unless such petition shall be dismissed within
                  ninety (90) days after such filing, but in any event prior to
                  the entry of an order, judgment or decree approving such
                  petition; or

                                             g.       The commencement of any
                  proceeding for the dissolution or termination of Borrower
                  voluntarily, involuntarily, or by operation of law, if the
                  same is not dismissed within ninety (90) days after the date
                  on which it is commenced; or

                                             h.       Any warranty,
                  representation or statement furnished to GE CAPITAL by or on
                  behalf of Borrower under the Note, this Instrument, any of the
                  other Loan Documents or the Certificate and Indemnity
                  Agreement Regarding Hazardous Substances, shall prove to have
                  been false or misleading in any material respect; or

                                             i.       Failure of Borrower to
                  observe or perform any other obligation under this Instrument,
                  any other Loan Document or the Certificate and Indemnity
                  Regarding Hazardous Substances when such observance or
                  performance is due, and such failure shall continue beyond the
                  applicable cure period set forth in such Loan Document, or if
                  the default cannot be cured within such applicable notice and
                  cure period, Borrower fails within such time to commence and
                  pursue curative action with reasonable diligence or fails at
                  any time after expiration of such applicable cure period to
                  continue with reasonable diligence all necessary curative
                  actions. No notice of default and no opportunity to cure shall
                  be required if during the prior twelve (12) months GE CAPITAL
                  has already sent a notice to Borrower concerning default in
                  performance of the same obligation.

                           GE CAPITAL shall deliver written notice to Borrower
                  of the occurrence of any Event of Default pursuant to Section
                                                                        -------
                  25(h) above.
                  -----

                                    z.       RIGHTS AND REMEDIES ON DEFAULT.
                                             -------------------------------

                           Upon the occurrence of any Event of Default and at
                  any time thereafter, Trustee or GE CAPITAL may exercise any
                  one or more of the following rights and remedies:

                                       19

<PAGE>

                                             a.       GE CAPITAL may declare the
                  entire Indebtedness, including the then unpaid principal
                  balance on the Note, the accrued but unpaid interest thereon,
                  court costs and attorneys' fees hereunder immediately due and
                  payable, without notice, presentment, protest, demand or
                  action of any nature whatsoever (each of which hereby is
                  expressly waived by Borrower), whereupon the same shall become
                  immediately due and payable. Additionally, GE CAPITAL shall
                  not be required to make any further advances on the Note or
                  other Loan Documents upon the occurrence of an Event of
                  Default or an event which, with the giving of notice or
                  passing of time or both, would constitute an Event of Default.

                                             b.       GE CAPITAL may enter upon
                  the Property and take exclusive possession thereof and of all
                  books, records and accounts relating thereto without notice
                  and without being guilty of trespass, and hold, lease, manage,
                  operate or otherwise use or permit the use of the Property,
                  either itself or by other persons, firms or entities, in such
                  manner, for such time and upon such other terms as GE CAPITAL
                  may deem to be prudent and reasonable under the circumstances
                  (making such repairs, alterations, additions and improvements
                  thereto and taking any and all other action with reference
                  thereto, from time to time, as GE CAPITAL shall deem necessary
                  or desirable), and apply all rents and other amounts collected
                  by GE CAPITAL in connection therewith in accordance with the
                  provisions of subsection (h) of this Section 26. Borrower
                                                       ----------
                  hereby irrevocably appoints GE CAPITAL as the agent and
                  attorney-in-fact of Borrower, with full power of substitution,
                  and in the name of Borrower, if GE CAPITAL elects to do so, to
                  (i) endorse the name of Borrower on any checks or drafts
                  representing proceeds of the insurance policies, or other
                  checks or instruments payable to Borrower with respect to the
                  Property, (ii) prosecute or defend any action or proceeding
                  incident to the Property, and (iii) take any action with
                  respect to the Property that GE CAPITAL may at any time and
                  from time to time deem necessary or appropriate. GE CAPITAL
                  shall have no obligation to undertake any of the foregoing
                  actions, and if GE CAPITAL should do so, it shall have no
                  liability to Borrower for the sufficiency or adequacy of any
                  such actions taken by GE CAPITAL.

                                             c.       (i)      GE CAPITAL may,
                  by and through Trustee, or otherwise, sell or offer for sale
                  the Property in such portions, order and parcels as GE CAPITAL
                  may determine, with or without having first taken possession
                  of same, in accordance with the laws of the State of
                  California.

                                             (ii)     GE CAPITAL, may, at its
                  option, accomplish all or any of the aforesaid in such manner
                  as permitted or required by the laws of the State of
                  California relating to the sale of real estate or by Chapter 9
                  of the Code relating to the sale of collateral after default
                  by a debtor (as said section and chapter now exist or may be
                  hereafter amended or succeeded), or by any other present or
                  subsequent articles or enactments relating to same. Nothing
                  contained in this paragraph shall be construed to limit in any
                  way Trustee's right to sell the Property by private sale, if,
                  and to the extent that such private sale is permitted

                                       20

<PAGE>

                  under the laws of the state where the Property (or that
                  portion thereof to be sold) is located or by public or private
                  sale after entry of a judgment by any court of competent
                  jurisdiction ordering same. At any such sale:

         a.                         whether made under the power of sale herein
         contained, the laws of the State of California, the Code, any other
         legal requirement or by virtue of any judicial proceedings or any other
         legal right, remedy or recourse, it shall not be necessary for Trustee
         to have physically present, or to have constructive possession of, the
         Property (Borrower shall deliver to Trustee any portion of the Property
         not actually or constructively possessed by Trustee immediately upon
         demand by Trustee), and the title to and right of possession of any
         such property shall pass to the purchaser thereof as completely as if
         the same had been actually present and delivered to purchaser at such
         sale;

         b.                         each instrument of conveyance executed by
         Trustee shall contain a general warranty of title, binding upon
         Borrower;

         c.                         each and every recital contained in any
         instrument of conveyance made by Trustee shall conclusively establish
         the truth and accuracy of the matters recited therein, including,
         without limitation, nonpayment of the Indebtedness, advertisement and
         conduct of such sale in the manner provided herein and otherwise by law
         and appointment of any successor Trustee hereunder;

         d.                         any and all prerequisites to the validity
         thereof shall be conclusively presumed to have been performed;

         e.                         the receipt by Trustee or of such other
         party or officer making the sale of the full amount of the purchase
         money shall be sufficient to discharge the purchaser or purchasers from
         any further obligation for the payment thereof, and no such purchaser
         or purchasers, or his or their assigns or personal representatives,
         shall thereafter be obligated to see to the application of such
         purchase money or be in any way answerable for any loss, misapplication
         or nonapplication thereof;

         f.                         to the fullest extent permitted by law,
         Borrower shall be completely and irrevocably divested of all of its
         right, title, interest, claim and demand whatsoever, either at law or
         in equity, in and to the property sold, and such sale shall be a
         perpetual bar, both at law and in equity, against Borrower and against
         all other persons claiming or to claim the property sold or any part
         thereof by, through or under Borrower; and

         g.                         to the extent and under such circumstances
         as are permitted by law, GE CAPITAL may be a purchaser at any such
         sale.

                                    d.       After sale of the Property, or any
         portion thereof, Borrower will be divested of any and all interest and
         claim thereto, including any interest or claim to all insurance
         policies, bonds, loan commitments and other intangible property covered
         hereby. Additionally, Borrower will be considered a tenant at
         sufferance of the purchaser of the Property, and said purchaser shall
         be entitled to immediate possession thereof, and

                                       21

<PAGE>

         if Borrower shall fail to vacate the Property immediately, the
         purchaser may and shall have the right, without further notice to
         Borrower, to go into any justice court in any precinct or county in
         which the Property is located and file an action in forcible entry and
         detainer, which action shall lie against Borrower or its assigns or
         legal representatives, as a tenant at sufferance. This remedy is
         cumulative of any and all remedies the purchaser may have hereunder or
         otherwise.

                                    e.       (i)      Upon, or at any time
         after, commencement of foreclosure of the lien and security interest
         provided for herein or any legal proceedings hereunder, GE CAPITAL may
         make application to a court of competent jurisdiction, as a matter of
         strict right and without notice to Borrower or regard to the adequacy
         of the Property, for the repayment of the Indebtedness, for appointment
         of a receiver of the Property, and Borrower does hereby irrevocably
         consent to such appointment. Any such receiver shall have all the usual
         powers and duties of receivers in similar cases, including the full
         power to rent, maintain and otherwise operate the Property upon such
         terms as may be approved by the court, and shall apply such rents in
         accordance with the provisions of subsection (h) of this Section 26.
                                                                  ----------

                                    (ii)     GE CAPITAL may exercise any and all
         other rights, remedies and recourses granted under the Loan Documents
         or now or hereafter existing in equity, at law, by virtue of statute or
         otherwise.

                                    f.       Trustee and GE CAPITAL shall have
         all rights, remedies and recourses granted in the Loan Documents and
         available at law or equity (including specifically those granted by the
         Code in effect and applicable to the Property or any portion thereof)
         and the same (i) shall be cumulative and concurrent; (ii) may be
         pursued separately, successively or concurrently against Borrower, any
         guarantor of the Indebtedness or others obligated under the Note, or
         against the Property, or against any one or more of them at the sole
         discretion of GE CAPITAL; (iii) may be exercised as often as occasion
         therefor shall arise, it being agreed by Borrower that the exercise or
         failure to exercise any of the same shall in no event be construed as a
         waiver or release thereof or of any other right, remedy or recourse;
         and (iv) are intended to be, and shall be, nonexclusive.

                                    g.       To the fullest extent permitted by
         law, Borrower hereby irrevocably and unconditionally waives and
         releases (i) all benefits that might accrue to Borrower by any present
         or future laws exempting the Property from attachment, levy or sale on
         execution or providing for any appraisement, valuation, stay of
         execution, exemption from civil process, redemption or extension of
         time for payment; (ii) all notices of any Event of Default (except as
         may be specifically provided for under the terms hereof), presentment,
         demand, notice of intent to accelerate, notice of acceleration and any
         other notice of GE CAPITAL's or Trustee's election to exercise or the
         actual exercise of any right, remedy or recourse provided for under the
         Loan Documents; (iii) any right to appraisal or marshalling of assets
         or a sale in inverse order of alienation; (iv) the exemption of
         homestead; and (v) the administration of estates of decedents, or other
         matter to defeat, reduce or affect the right of GE CAPITAL under

                                       22

<PAGE>

         the terms of this Instrument to sell the Property for the collection of
         the Indebtedness secured hereby (without any prior or different resort
         for collection) or the right of GE CAPITAL, under the terms of this
         Instrument, to receive the payment of the Indebtedness out of the
         proceeds of sale of the Property in preference to every other person
         and claimant whatever (only reasonable expenses of such sale being
         first deducted). Borrower expressly waives and relinquishes any right
         or remedy which it may have or be able to assert by reason of any
         statute pertaining to the rights and remedies of sureties.

                                    h.       The proceeds of any sale of, and
         the rents, profits and other income generated by the holding, leasing,
         operating or other use of the Property, shall be applied by GE CAPITAL
         (or the receiver, if one is appointed) to the extent that funds are so
         available therefrom in the following orders of priority: (i) first, to
         the payment of the costs and expenses of taking possession of the
         Property and of holding, using, leasing, maintaining, repairing,
         improving and selling the same, including, without limitation, (A)
         receiver's fees; (B) costs of advertisement; (C) attorneys' and
         accountants' fees; and (D) court costs, if any; (ii) second, to the
         payment of all amounts, other than the principal amount and accrued but
         unpaid interest on the Note which may be due to GE CAPITAL under the
         Loan Documents, including all Indebtedness, together with interest
         thereon as provided therein, in such order and manner as GE CAPITAL may
         determine; (iii) third, to the payment of the principal amount
         outstanding on the Note in such order and manner as GE CAPITAL may
         determine and all other Indebtedness; (iv) fourth, to the payment of
         all accrued but unpaid interest due on the Note in such order and
         manner as GE CAPITAL may determine; and (v) fifth, to Borrower.
         Borrower, any guarantor of the Indebtedness and any other party liable
         on the Indebtedness shall be liable for any deficiency remaining in the
         Indebtedness subsequent to any sale referenced in this subsection (h).

                                    i.       GE CAPITAL shall have the right to
         become the purchaser at any sale of the Property hereunder and shall
         have the right to be credited on the amount of its bid therefor all of
         the Indebtedness due and owing as of the date of such sale.

                                    j.       If GE CAPITAL shall accelerate the
         Indebtedness following the occurrence of an Event of Default, any
         payments received by GE CAPITAL following such acceleration, whether as
         the result of voluntary payments made by Borrower or as a result of the
         sale of the Property by Trustee, shall be deemed voluntary prepayments
         of the Note and accordingly, the prepayment fee required under the Note
         shall also be payable, subject to the terms of the Note.

                                    k.       The purchaser at any trustee's or
         foreclosure sale hereunder may disaffirm any easement granted, or
         rental, lease or other contract made in violation of any provisions of
         this Instrument and may take immediate possession of the Property free
         from, and despite the terms of, any such grant of easement, rental,
         lease or other contract.

                                    l.       Any forbearance by GE CAPITAL in
         exercising any right or remedy hereunder, or otherwise afforded by
         applicable law, shall not be a waiver of or preclude the exercise of
         any other right or remedy. The acceptance by GE CAPITAL of payment of
         any sum secured by this Instrument after the due date of such payment
         shall not be a waiver of GE CAPITAL's right to either require prompt
         payment when due of all other sums so secured or to declare a default
         for failure to make prompt payment. The

                                       23

<PAGE>

         procurement of insurance or the payment of taxes or other liens or
         charges by GE CAPITAL shall not be a waiver of GE CAPITAL's right to
         accelerate the maturity of the Indebtedness secured by this Instrument,
         nor shall GE CAPITAL's receipt of any awards, proceeds or damages under
         Sections 5 and 11 hereof operate to cure or waive Borrower's default in
         -----------------
         payment of sums secured by this Instrument.

                                    m.       Each remedy provided in this
         Instrument is distinct and cumulative of all other rights or remedies
         under this Instrument or provided by law or equity, and may be
         exercised concurrently, independently, or successively, in any order
         whatsoever.

                                    n.       Notwithstanding the existence of
         any other security interests in the Property held by GE CAPITAL or by
         any other party, GE CAPITAL shall have the right to determine the order
         in which any or all of the Property shall be subjected to the remedies
         provided herein. GE CAPITAL shall have the right to determine the order
         in which any or all portions of the Indebtedness secured hereby are
         satisfied from the proceeds realized upon the exercise of the remedies
         provided herein. Borrower, any party who consents to this Instrument
         and any party who now or hereafter acquires a security interest in the
         Property and who has actual or constructive notice hereof hereby waives
         any and all right to require the marshalling of assets in connection
         with the exercise of any of the remedies permitted by applicable law or
         provided herein.

                           aa.      RECONVEYANCE. Upon payment of all sums
                                    ------------
         secured by this Instrument, GE CAPITAL shall request Trustee to
         reconvey the Property and shall surrender this Instrument and all notes
         evidencing the Indebtedness secured by this Instrument to Trustee.
         Trustee shall reconvey the Property without warranty to the person or
         persons legally entitled thereto. Such person or persons shall pay
         Trustee's reasonable costs incurred in so reconveying the Property. All
         charges and expenses relating to such reconveyance shall be paid by
         Borrower at Borrower's sole cost and expense.

                           bb.      SUBSTITUTE TRUSTEE. Trustee shall not be
                                    ------------------
         liable for any error of judgment or act done by Trustee, or be
         otherwise responsible or accountable under any circumstances
         whatsoever. Trustee shall not be personally liable in case of entry by
         it or anyone acting by virtue of the powers herein granted it upon the
         Property for debts contracted or liability or damages incurred in the
         management or operation of the Property. All monies received by Trustee
         shall, until used or applied as herein provided, be held in trust for
         the purposes for which they were received, but need not be segregated
         in any manner from any other monies (except to the extent required by
         law) and Trustee shall be under no liability for interest on any monies
         received by it hereunder.

                  Trustee may resign by giving of notice of such resignation in
         writing to GE CAPITAL. If Trustee shall die, resign or become
         disqualified from acting, or shall fail or refuse to exercise its
         powers hereunder when requested by GE CAPITAL so to do, or if for any
         reason and without cause GE CAPITAL shall prefer to appoint a
         substitute trustee to act instead of the original Trustee named herein,
         or any prior successor or substitute trustee, GE CAPITAL shall have
         full power to appoint a substitute trustee and, if

                                       24

<PAGE>

         preferred, several substitute trustees in succession who shall succeed
         to all the estate, rights, powers and duties of the aforenamed Trustee.
         Upon appointment by GE CAPITAL, any new Trustee appointed pursuant to
         any of the provisions hereof shall, without any further act, deed or
         conveyance, become vested with all the estates, properties, rights,
         powers and trusts of its predecessor in the rights hereunder with the
         same effect as if originally named as Trustee herein.

                           cc.      USE OF PROPERTY. The Property is not
                                    ---------------
         currently used for agricultural, farming, timber or grazing purposes.
         Borrower warrants that this Instrument is and will at all times
         constitute a commercial trust deed, as defined under appropriate state
         law.

                           dd.      FUTURE ADVANCES. Upon request of Borrower,
                                    ---------------
         GE CAPITAL, at GE CAPITAL's option so long as this Instrument secures
         Indebtedness held by GE CAPITAL, may make Future Advances to Borrower.
         Such Future Advances, with interest thereon, shall be secured by this
         Instrument when evidenced by promissory notes stating that said notes
         are secured hereby.

                           ee.      IMPOSITION OF TAX BY STATE.
                                    ---------------------------

                                    a.       State Taxes Covered. The following
                                             -------------------
         constitute state taxes to which this Section 31 applies:
                                              ----------

                                             a.       A specific tax upon trust
         deeds or upon all or any part of the indebtedness secured by a trust
         deed.

                                             b.       A specific tax on a
         grantor which the taxpayer is authorized or required to deduct from
         payments on the indebtedness secured by a trust deed.

                                             c.       A tax on a trust deed
         chargeable against the beneficiary or the holder of the note secured.

                                             d.       A specific tax on all or
         any portion of the indebtedness or on payments of principal and
         interest made by a grantor.

                                    b.       Remedies. If any state tax to which
                                             --------
         this Section 31 applies is enacted subsequent to the date of this
              ----------
         Instrument, this shall have the same effect as an Event of Default, and
         GE CAPITAL may exercise any or all of the remedies available to it
         unless the following conditions are satisfied:

                                             a.       Borrower may lawfully pay
         the tax or charge imposed by state tax, and

                                             b.       Borrower pays the tax or
         charge within thirty (30) days after notice from GE CAPITAL that the
         tax law has been enacted.

                                       25

<PAGE>

                  In the event Borrower prepays the Indebtedness as a result of
         the imposition of any state tax pursuant to this Section 31, the
                                                          ----------
         prepayment premium provided under the Note shall not be payable in
         connection with such prepayment.

                           ff.      ATTORNEYS' FEES. In the event suit or action
                                    ---------------
         is instituted to enforce or interpret any of the terms of this
         Instrument (including, without limitation, efforts to modify or vacate
         any automatic stay or injunction), the prevailing party shall be
         entitled to recover all expenses reasonably incurred at, before and
         after trial and on appeal whether or not taxable as costs, or in any
         bankruptcy proceeding including, without limitation, attorneys' fees,
         witness fees (expert and otherwise), deposition costs, copying charges
         and other expenses. Whether or not any court action is involved, all
         reasonable expenses, including but not limited to the costs of
         searching records, obtaining title reports, surveyor reports, title
         insurance, trustee fees, and other attorneys' fees, incurred by GE
         CAPITAL that are necessary at any time in GE CAPITAL's opinion for the
         protection of its interest or enforcement of its rights shall become a
         part of the Indebtedness payable on demand and shall bear interest from
         the date of written notice by GE CAPITAL to Borrower of such
         expenditure until repaid at the interest rate as provided in the Note.
         The term "attorneys' fees" as used in the Loan Documents shall be
         deemed to mean such fees as are reasonable and are actually incurred.

                           gg.      GOVERNING LAW; SEVERABILITY. THIS INSTRUMENT
                                    ---------------------------
         SHALL BE GOVERNED BY THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO
         CONTRACTS MADE AND TO BE PERFORMED THEREIN (EXCLUDING CHOICE-OF-LAW
         PRINCIPLES). In the event that any provision or clause of this
         Instrument or the Note conflicts with applicable law, such conflict
         shall not affect other provisions of this Instrument or the Note which
         can be given effect without the conflicting provision, and to this end
         the provisions of this Instrument and the Note are declared to be
         severable.

                           hh.      WAIVER OF JURY TRIAL. BORROWER HEREBY
                                    --------------------
         KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS THAT BORROWER MAY
         NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR
         THE LAWS OF THE STATE OF CALIFORNIA TO A TRIAL BY JURY OF ANY AND ALL
         ISSUES ARISING DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING
         RELATING TO THIS INSTRUMENT, THE LOAN DOCUMENTS OR ANY TRANSACTIONS
         CONTEMPLATED THEREBY OR RELATED THERETO INCLUDING SPECIFICALLY, WITHOUT
         LIMITATION, INCLUDING ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY AND
         ALL DEFENSES, RIGHTS, CLAIMS AND/OR COUNTERCLAIMS IN ANY SUCH ACTION OR
         PROCEEDING.

                           ii.      TIME OF ESSENCE. Time is of the essence to
                                    ---------------
         this Instrument.

                           jj.      CHANGES IN WRITING. This Instrument and any
                                    ------------------
         of its terms may only be changed, waived, discharged or terminated by
         an instrument in writing signed by the party against which enforcement
         of the change, waiver, discharge or termination is sought. Any
         agreement subsequently made by Borrower or GE CAPITAL

                                       26

<PAGE>

         relating to this Instrument shall be superior to the rights of the
         holder of any intervening lien or encumbrance.

                           kk.      NO OFFSET. Borrower's obligation to make
                                    ---------
         payments and perform all obligations, covenants and warranties under
         this Instrument and under the Note shall be absolute and unconditional
         and shall not be affected by any circumstance, including without
         limitation any setoff, counterclaim, abatement, suspension, recoupment,
         deduction, defense or other right that Borrower or any guarantor may
         have or claim against GE CAPITAL or any entity participating in making
         the loan secured hereby. The foregoing provisions of this Section 37,
                                                                   ----------
         however, do not constitute a waiver of any claim or demand which
         Borrower or any guarantor may have in damages or otherwise against GE
         CAPITAL or any other person, or preclude Borrower from maintaining a
         separate action thereon; provided, however, that Borrower waives any
         right it may have at law or in equity to consolidate such separate
         action with any action or proceeding brought by GE CAPITAL.

                           ll.      USURY. All agreements in this Deed of Trust,
                                    -----
         the Note and in the other documents executed or delivered in connection
         herewith are expressly limited so that in no contingency or event
         whatsoever, whether by reason of advancement or acceleration of
         maturity of the Indebtedness, or otherwise, shall the amount paid or
         agreed to be paid hereunder for the use, forbearance or detention of
         money exceed the highest lawful rate permitted under applicable usury
         laws, if any. If, from any circumstance whatsoever, fulfillment of any
         provision of this Deed of Trust, the Note or any of the other documents
         executed or delivered in connection herewith, at the time performance
         of such provision shall be due, shall be prohibited by law, the
         obligation to be fulfilled shall be reduced to the maximum not so
         prohibited and if, from any circumstance whatsoever, GE CAPITAL shall
         ever receive as interest under the Note, this Deed of Trust or any of
         the documents executed or delivered in connection herewith an amount
         which would exceed the highest lawful rate, the receipt of such excess
         shall be deemed a mistake and shall be credited against the principal
         amount of the Indebtedness to which the same may lawfully be credited,
         and any portion of such excess not capable of being so credited shall
         be rebated to Borrower.

                           mm.      SUBSTITUTION OF COLLATERAL. Borrower shall
                                    --------------------------
         have the one-time right, subject to GE CAPITAL's prior written
         approval, which approval shall not be unreasonably withheld, to obtain
         a release of the lien of this Deed of Trust from either (a) the
         Property and one(1) of the properties encumbered by the Other Deeds of
         Trust or (b)one (1) or more of such tracts which together comprise
         twenty-five percent (25%) of the then-current fair market value of all
         of the real property which is encumbered by this Deed of Trust and the
         Other Deeds of Trust, provided that concurrently with such release,
         Borrower must grant to GE CAPITAL first and prior liens covering other
         real property owned by Borrower and which is acceptable to GE CAPITAL
         in its sole but reasonable discretion (such other real property being
         called the "Substitute Assets"). The Substitute Assets must be
         acceptable to GE CAPITAL in its sole but reasonable discretion, and in
         the event of a substitution as described in subpart (b) of the
         immediately preceding sentence, GE CAPITAL must receive an appraisal
         covering the Substitute Assets acceptable to GE CAPITAL in it's sole,
         but reasonable discretion. Borrower shall deliver to GE CAPITAL all due
         diligence materials with

                                       27

<PAGE>

         respect to the Substitute Assets which Borrower delivered to GE CAPITAL
         in connection with the Property including, without limitation,
         environmental site assessments covering each of the Substitute Assets.
         Borrower shall execute any and all documents required by GE CAPITAL to
         evidence the transaction described herein and shall pay all costs and
         expenses of GE CAPITAL in connection therewith including, without
         limitation, reasonable attorneys' fees, title charges, survey costs and
         recording fees.

                           nn.      TAX CONTEST. Borrower shall have the right
                                    -----------
         to contest at its sole cost and expense, after prior written notice to
         GE CAPITAL, by appropriate legal proceedings conducted in good faith
         and with diligence, the amount or validity of any ad valorem taxes
         assessed against the Property, so long as such proceedings operate to
         prevent to collection or other realization of such taxes from the sale
         or forfeiture of the Property or any part thereof. In addition, at any
         time GE CAPITAL determines that the payment of any such taxes being
         contested by Borrower shall become necessary to prevent either the sale
         or forfeiture of the Property or any part thereof to satisfy such
         taxes, then Borrower shall immediately pay the amount of the taxes to
         the applicable governmental authority.

                           oo.      FURTHER ASSURANCES. Borrower hereby agrees
                                    ------------------
         from time to time upon the request of GE CAPITAL to execute and deliver
         such additional documents and/or modifications to this Instrument as GE
         CAPITAL may request in connection with any sale or assignment by GE
         CAPITAL of interests in the Loan; provided, however, that no such
         additional or modified documents shall (a) change any of the economic
         terms of the Loan Documents or (b) require Borrower to pledge any
         additional collateral as security for the replacement of the
         Indebtedness.

                           IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS
                  AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN
                  WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT
                  CONTAINED IN THIS INSTRUMENT MAY BE LEGALLY ENFORCED. YOU MAY
                  CHANGE THE TERMS OF THIS INSTRUMENT ONLY BY ANOTHER WRITTEN
                  AGREEMENT.

                                       28

<PAGE>

                  IN WITNESS WHEREOF, Borrower has executed this Instrument or
         has caused the same to be executed by its representatives thereunto
         duly authorized.

                                       BORROWER:

                                       TERADYNE, INC.,
                                       a Massachusetts corporation



                                       By:    /s/ Stuart M. Osattin
                                          --------------------------------------
                                       Print: Stuart M. Osattin
                                             -----------------------------------
                                       Its:   Vice President and Treasurer
                                           -------------------------------------

                                       29

<PAGE>

                          COMMONWEALTH OF MASSACHUSETTS

Suffolk County                                                 December 14, 2001


         Then, before me personally appeared Stuart M. Osattin, to me personally
known, who, being duly sworn, did depose and say that he is the Vice President
and Treasurer of Teradyne, Inc., and acknowledged the foregoing instrument to be
his free act and deed and the free act and deed of Teradyne, Inc.


                                       /s/ Unknown
                                       -----------------------------------------
                                       Notary Public
                                       My Commission expires: 10/20/06

                                       30

<PAGE>

                                    EXHIBIT A
                                    ---------

                             DESCRIPTION OF PROPERTY
                             -----------------------


                              See Attached Schedule

                                       31

<PAGE>

                                    EXHIBIT B
                                    ---------

                              PERMITTED EXCEPTIONS
                              --------------------


                              See Attached Schedule

                                       32

<PAGE>

        Schedule Pursuant to Instruction 2 to Rule 601 of Regulation S-K
    under the Securities Act of 1933 and the Securities Exchange Act of 1934


         Teradyne, Inc. entered into five of the foregoing Commercial Deed of
Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing
agreements. The agreements are substantially identical but for the Exhibits A
and B attached thereto. Such Exhibits A and B are attached to and follow this
schedule.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


THE LAND REFERRED TO IN THIS COMMITMENT IS IN THE STATE OF CALIFORNIA, COUNTY OF
LOS ANGELES, AND IS DESCRIBED AS FOLLOWS:

LOT 3, OF TRACT NO. 43597, IN THE CITY OF AGOURA HILLS, AS PER MAP RECORDED IN
BOOK 1078 PAGES 72 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.

EXCEPT FROM A PORTION THEREOF AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, PETROLEUM
AND OTHER MINERAL OR HYDROCARBON SUBSTANCES IN AND TO THAT PORTION OF SAID LAND
LYING BELOW THE DEPTH OF 500 FEET FROM THE SURFACE, WITHOUT THE RIGHT OF SURFACE
ENTRY, AS RESERVED IN THE DEED FROM MAX H. GOLDSMITH AND SHIRLEY H. GOLDSMITH,
HUSBAND AND WIFE AS JOINT TENANTS, IN DEED RECORDED AS INSTRUMENT NO. 1450 ON
DECEMBER 29, 1960 IN BOOK D1076 PAGE 565 OF OFFICIAL RECORDS.

ALSO EXCEPTING TO THE COUNTY OF LOS ANGELES ALL OIL, GAS HYDROCARBONS, OR OTHER
MINERALS IN AND UNDER THE ABOVE DESCRIBED PARCEL OF LAND WITHOUT THE RIGHT OF
SURFACE ENTRY FOR DEVELOPMENT THEREOF.

<PAGE>

                                   EXHIBIT "B"
                                   -----------

                              Permitted Exceptions


1.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT
         FOR:              CONDUITS, PIPE LINES, VAULTS, MANHOLES, LATERALS AND
                           METERS.
         AFFECTS:          A 4 FOOT STRIP OF LAND IN THE NORTHERLY PORTION OF
                           SAID LAND.
         RECORDED:         DECEMBER 20, 1963 AS INSTRUMENT NO. 4348, IN BOOK
                           D2297, PAGE 290 AND DECEMBER 20, 1963 AS INSTRUMENT
                           NO. 4349, IN BOOK D2297, PAGE 293, BOTH OF OFFICIAL
                           RECORDS.

2.       THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE ANY RIGHT OF
         INGRESS AND EGRESS TO OR FROM THE FREEWAY ADJACENT SAID LAND, SAID
         RIGHTS HAVING BEEN RELINQUISHED BY DEED FROM EDWARD TORRES, A SINGLE
         MAN, CARL COHEN AND FRANCES RAE COHEN, HUSBAND AND WIFE, GEORGE
         ROSENBERG AND META ROSENBERG, HUSBAND AND WIFE TO THE STATE OF
         CALIFORNIA, RECORDED SEPTEMBER 18, 1964 AS INSTRUMENT NO. 1531 AND BY
         DEED FROM FIRST WESTERN BANK AND TRUST COMPANY, A CALIFORNIA
         CORPORATION TRUSTEE UNDER TRUST NO. 6495-85268, RECORDED MARCH 12, 1974
         AS INSTRUMENT NO. 2348.

3.       EASEMENTS AND RIGHTS AS SET FORTH IN SECTION 959.1 OF THE STREETS AND
         HIGHWAYS CODE OF THE STATE OF CALIFORNIA, AS RESERVED AND EXCEPTED BY
         THE COUNTY OF LOS ANGELES PURSUANT TO VACATION ROADSIDE DRIVE NO.
         R-53090-68-7, RECORDED SEPTEMBER 20, 1974 AS INSTRUMENT NO. 4431.

4.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT
         FOR:              PUBLIC UTILITY PURPOSES.
         AFFECTS:          A 4 FOOT STRIP OF LAND SHOWN AND DELINEATED ON SAID
                           MAP.
         RECORDED:         JANUARY 27, 1964 IN BOOK D 2337 PAGE 304, OF OFFICIAL
                           RECORDS, AS INSTRUMENT NO. 4665.

5.       PROVISIONS OF THE DEDICATION STATEMENT ON THE MAP OF
         TRACT:            43597.
         WHICH RECITE:     WHILE ALL OF AGOURA ROAD AND REYES ADOBE ROAD WITHIN
                           OR ADJACENT TO THIS SUBDIVISION REMAINS A PUBLIC
                           STREET, WE HEREBY ABANDON ALL RIGHTS, EXCEPT FOR 9
                           DRIVEWAY OPENINGS FOR LOTS

<PAGE>

                           1 THROUGH 7, DIRECT VEHICULAR INGRESS AND EGRESS TO
                           SAID STREETS.

6.       AN EASEMENT FOR PURPOSES HEREIN STATED, AS SHOWN ON OR DEDICATED BY THE
         MAP AND AS SHOWN ON SURVEY, JOB NO. 21-223, PREPARED BY DAVID T.
         ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING DATED NOVEMBER 16,
         2001.
         OF:               TRACT 43597.
         FOR:              DRIVEWAY AND FIRE LANE.
         AFFECTS:          A 30 FOOT STRIP ON THE LOT LINE BETWEEN LOTS 3 AND 4,
                           AND A 50 FOOT STRIP BETWEEN LOTS 3 AND 2

         FOR:              STORM DRAIN
         AFFECTS:          A 10 FOOT STRIP OF LAND IN LOT 3, AND A 10 FOOT STRIP
                           OF LAND AND A 16 FOOT STRIP OF LAND

         FOR:              SANITARY SEWER
         AFFECTS:          A 10 FOOT STRIP OF LAND WITHIN LOT 3.

7.       THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "AGREEMENT", RECORDED MAY 29,1986 AS INSTRUMENT NO. 86-666139 AND AS
         SHOWN ON SURVEY, JOB NO. 21-223, PREPARED BY DAVID T. ROSELL, RPLS NO.
         6281 OF ROSELL SURVEYING & MAPPING DATED NOVEMBER 16, 2001.

8.       THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "AGREEMENT", RECORDED AUGUST 13,1986 AS INSTRUMENT NO. 86-1042685.

         THIS AGREEMENT SHALL RUN WITH THE LAND AND SHALL BE BINDING UPON THE
         UNDERSIGNED AND ITS HEIRS, SUCCESSORS AND ASSIGNS.

         THIS AGREEMENT SHALL NOT BE AMENDED OR TERMINATED EXCEPT UPON THE
         EXPRESS WRITTEN AGREEMENT OF THE UNDERSIGNED AND THE CITY OF AGOURA
         HILLS.

9.       THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "AGREEMENT", RECORDED AUGUST 13,1986 AS INSTRUMENT NO. 86-1042686.

         THIS AGREEMENT SHALL RUN WITH THE LAND AND SHALL BE BINDING UPON THE
         UNDERSIGNED AND ITS HEIRS, SUCCESSORS AND ASSIGNS.

         THIS AGREEMENT SHALL NOT BE AMENDED OR TERMINATED EXCEPT UPON THE
         EXPRESS WRITTEN AGREEMENT OF THE UNDERSIGNED AND THE CITY OF AGOURA
         HILLS.

<PAGE>

10.      THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "AGREEMENT", RECORDED OCTOBER 9, 1986 AS INSTRUMENT NO. 86-1364924.

11.      COVENANTS, CONDITIONS AND RESTRICTIONS BUT DELETING ANY COVENANT,
         CONDITION, OR RESTRICTION INDICATING A PREFERENCE, LIMITATION OR
         DISCRIMINATION BASED ON RACE, COLOR, RELIGION, SEX, MARITAL STATUS,
         ANCESTRY, DISABILITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN, TO
         THE EXTENT SUCH COVENANTS, CONDITIONS OR RESTRICTIONS VIOLATE 42 U.S.C.
         ss. 3604(c) OR CALIFORNIA GOVERNMENT CODE ss. 12955. LAWFUL
         RESTRICTIONS UNDER STATE AND FEDERAL LAW ON THE AGE OF OCCUPANTS IN
         SENIOR HOUSING OR HOUSING FOR OLDER PERSONS SHALL NOT BE CONSTRUED AS
         RESTRICTIONS BASED ON FAMILIAL STATUS AS PROVIDED IN A DOCUMENT,
         RECORDED:         NOVEMBER 26, 1986 AS INSTRUMENT NO. 86-1642957.

         SAID COVENANTS, CONDITIONS AND RESTRICTIONS WERE MODIFIED BY A
         DOCUMENT,
         RECORDED:         FEBRUARY 12, 1987 AS INSTRUMENT NO. 87-210391.

         AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:
         EASEMENTS.

12.      AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND AS SHOWN ON SURVEY, JOB NO. 21-223,
         PREPARED BY DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING &
         MAPPING DATED NOVEMBER 16, 2001.
         FOR:              WATERLINES.
         AFFECTS:          REFERENCE IS MADE TO SAID DOCUMENT FOR FULL
                           PARTICULARS.
         RECORDED:         DECEMBER 5, 1986 AS INSTRUMENT NO. 86-1686664.

13.      AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND AS SHOWN ON SURVEY, JOB NO. 21-223,
         PREPARED BY DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING &
         MAPPING DATED NOVEMBER 16, 2001.
         FOR:              PUBLIC UTILITIES.
         AFFECTS:          AS DESCRIBED IN SAID DOCUMENT
         RECORDED:         MARCH 12, 1987 AS INSTRUMENT NO. 87-372455.

14.      THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "DEDICATION OF PROPERTY TO LAS VIRGENES MUNICIPAL WATER DISTRICT FOR
         PUBLIC USE", RECORDED APRIL 2, 1987 AS INSTRUMENT NO. 87-507897.

15.      AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT

<PAGE>

         FOR:              PUBLIC USE.
         AFFECTS:          SAID TRACT.
         RECORDED:         APRIL 2, 1987 AS INSTRUMENT NO. 87-507897.

16.      AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AS SHOWN ON SURVEY, JOB NO. 21-223, PREPARED
         BY DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING DATED
         NOVEMBER 16, 2001.
         FOR:              VEHICULAR AND PEDESTRIAN ACCESS.
         AFFECTS:          LOTS 3 AND 4
         RECORDED:         MAY 22, 1987 AS INSTRUMENT NO. 87-813532.

17.      COVENANTS, CONDITIONS AND RESTRICTIONS AS SET FORTH IN THE DOCUMENT
         ABOVE MENTIONED BUT DELETING ANY COVENANT, CONDITION, OR RESTRICTION
         INDICATING A PREFERENCE, LIMITATION OR DISCRIMINATION BASED ON RACE,
         COLOR, RELIGION, SEX, MARITAL STATUS, ANCESTRY, DISABILITY, HANDICAP,
         FAMILIAL STATUS, OR NATIONAL ORIGIN, TO THE EXTENT SUCH COVENANTS,
         CONDITIONS OR RESTRICTIONS VIOLATE 42 U.S.C. ss. 3604(c) OR CALIFORNIA
         GOVERNMENT CODE ss. 12955. LAWFUL RESTRICTIONS UNDER STATE AND FEDERAL
         LAW ON THE AGE OF OCCUPANTS IN SENIOR HOUSING OR HOUSING FOR OLDER
         PERSONS SHALL NOT BE CONSTRUED AS RESTRICTIONS BASED ON FAMILIAL
         STATUS.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


THE LAND REFERRED TO IN THIS COMMITMENT IS IN THE STATE OF CALIFORNIA, COUNTY OF
LOS ANGELES, AND IS DESCRIBED AS FOLLOWS:

LOT 2, OF TRACT NO. 43597, IN THE CITY OF AGOURA HILLS, AS PER MAP RECORDED IN
BOOK 1078 PAGES 72 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.

EXCEPT FROM A PORTION THEREOF AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, PETROLEUM
AND OTHER MINERAL OR HYDROCARBON SUBSTANCES IN AND TO THAT PORTION OF SAID LAND
LYING BELOW THE DEPTH OF 500 FEET FROM THE SURFACE, WITHOUT THE RIGHT OF SURFACE
ENTRY, AS RESERVED IN THE DEED FROM MAX H. GOLDSMITH AND SHIRLEY H. GOLDSMITH,
HUSBAND AND WIFE AS JOINT TENANTS, IN DEED RECORDED AS INSTRUMENT NO. 1450 ON
DECEMBER 29,1960 IN BOOK D1076 PAGE 565 OF OFFICIAL RECORDS.

ALSO EXCEPTING TO THE COUNTY OF LOS ANGELES ALL OIL, GAS, HYDROCARBONS, OR OTHER
MINERALS IN AND UNDER THE ABOVE DESCRIBED PARCEL OF LAND WITHOUT THE RIGHT OF
SURFACE ENTRY FOR DEVELOPMENT THEREOF.

<PAGE>

                                   EXHIBIT "B"
                                   -----------

                              Permitted Exceptions


1.       A WAIVER OF ANY CLAIMS FOR ANY AND ALL DAMAGES TO SAID LAND BY REASON
         OF LOCATION, CONSTRUCTION, LANDSCAPING OR MAINTENANCE OF THE FREEWAY
         LYING NORTHERLY OF SAID LAND, AS PROVIDED IN THE DEED TO STATE OF
         CALIFORNIA, RECORDED JULY 27, 1950, AS INSTRUMENT NO. 2809, IN BOOK
         33808, PAGE 268, OF OFFICIAL RECORDS.

2.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT
         FOR:              CONDUITS, PIPE LINES, VAULTS, MANHOLES, LATERALS AND
                           METERS.
         AFFECTS:          A 4 FOOT STRIP OF LAND IN THE NORTHERLY PORTION OF
                           SAID LAND.
         RECORDED:         DECEMBER 20, 1963 AS INSTRUMENT NO. 4348, IN BOOK
                           D2297, PAGE 290 AND DECEMBER 20, 1963 AS INSTRUMENT
                           NO. 4349, IN BOOK D2297, PAGE 293, BOTH OF OFFICIAL
                           RECORDS.

3.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND SHOWN ON THE SURVEY, JOB NO. 21-222,
         PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING
         DATED NOVEMBER 16, 2001.
         FOR:              STORM DRAINS.
         AFFECTS:          A 20 FOOT BY 15 FOOT STRIP WITHIN LOT 2 AS THEREIN
                           DESCRIBED.
         RECORDED:         JANUARY 16, 1973 AS INSTRUMENT NO. 3474.

4.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT
         FOR:              STORM DRAIN.
         AFFECTS:          A 20 FOOT BY 25 FOOT STRIP OF LAND WITHIN LOT 2 AS
                           THEREIN DESCRIBED.
         RECORDED:         JANUARY 16, 1973 AS INSTRUMENT NO. 3475 AND 3476.

5.       THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE ANY RIGHTS OF
         ACCESS, SAID RIGHTS HAVING BEEN RELINQUISHED, CONDEMNED OR RESERVED IN
         A DOCUMENT
         RECORDED:         SEPTEMBER 18, 1964 AS INSTRUMENT NO. 1531 AND MARCH
                           12, 1974 AS INSTRUMENT NO. 2348.
         FROM:             EDWARD TORRES, A SINGLE MAN, CARL COHEN AND FRANCES
                           RAE COHEN, HUSBAND AND WIFE, GEORGE ROSENBERG AND
                           META ROSENBERG, HUSBAND AND WIFE AND FROM FIRST
                           WESTERN BANK AND TRUST

<PAGE>

                           COMPANY, A CALIFORNIA CORPORATION TRUSTEE UNDER TRUST
                           NO. 6495-85268.

6.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND SHOWN ON THE SURVEY, JOB NO. 21-222,
         PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING
         DATED NOVEMBER 16, 2001.
         FOR:              PUBLIC UTILITIES.
         AFFECTS:          A PORTION OF LOT 2 AS THEREIN DESCRIBED.
         RECORDED:         OCTOBER 11, 1979 AS INSTRUMENT NO. 79-1137891.

7.       A MEMORANDUM OF AGREEMENT AND GRANT OF EASEMENT, DATED DECEMBER 17,
         1980, EXECUTED BY AND BETWEEN CURREY-RIACH COMPANY, AND TIFFANY
         DEVELOPMENT COMPANY, A CALIFORNIA CORPORATION, AND RECORDED JANUARY 16,
         1981 AS INSTRUMENT NO. 81-54573 AND SHOWN ON THE SURVEY, JOB NO.
         21-222, PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING &
         MAPPING DATED NOVEMBER 16, 2001.
         FOR:              SEWER LINES
         AFFECTS:          A 10 FOOT STRIP OF LAND AS SHOWN AND DELINEATED ON
                           SAID MAP

8.       EASEMENTS AND RIGHTS AS SET FORTH IN SECTION 959.1 OF THE STREETS AND
         HIGHWAYS CODE OF THE STATE OF CALIFORNIA, AS RESERVED AND EXCEPTED BY
         THE COUNTY OF LOS ANGELES PURSUANT TO VACATION ROADSIDE DRIVE NO.
         R-53090-68-7, RECORDED SEPTEMBER 20, 1974 AS INSTRUMENT NO. 4431.

9.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT
         FOR:              PUBLIC UTILITY PURPOSES.
         AFFECTS:          A 4 FOOT STRIP OF LAND SHOWN AND DELINEATED ON SAID
                           MAP.
         RECORDED:         JANUARY 27, 1964 IN BOOK D-2337 PAGE 304, OF OFFICIAL
                           RECORDS, AS INSTRUMENT NO. 4665.

10.      AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND SHOWN ON THE SURVEY, JOB NO. 21-222,
         PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING
         DATED NOVEMBER 16, 2001.
         FOR:              UNDERGROUND CONDUITS AND WIRES.
         AFFECTS:          A 20 FOOT STRIP OF LAND AS SHOWN AND DELINEATED ON
                           THE MAP OF SAID TRACT.
         RECORDED:         FEBRUARY 20, 1986 AS INSTRUMENT NO. 86-223618, AND
                           RE-RECORDED MARCH 21, 1986 AS INSTRUMENT NO.
                           86-355248.

11.      PROVISIONS OF THE DEDICATION STATEMENT ON THE MAP OF

<PAGE>

         TRACT:            43597.
         WHICH RECITE:     WHILE ALL OF AGOURA ROAD AND REYES ADOVE ROAD WITHIN
                           OR ADJACENT TO THIS SUBDIVISION REMAINS A PUBLIC
                           STREET, WE HEREBY ABANDON ALL RIGHTS, EXCEPT FOR 9
                           DRIVEWAY OPENINGS FOR LOTS 1 THROUGH 7, DIRECT
                           VEHICULAR INGRESS AND EGRESS TO SAID STREETS.

12.      AN EASEMENT FOR PURPOSES HEREIN STATED, AS SHOWN ON OR DEDICATED BY THE
         MAP AND SHOWN ON THE SURVEY, JOB NO. 21-222, PREPARED DAVID T. ROSELL,
         RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING DATED NOVEMBER 16, 2001.
         OF:               TRACT 43597.
         FOR:              DRIVEWAY AND FIRE LANE.
         AFFECTS:          A 50 FOOT STRIP OF LAND IN LOT 2.

         FOR:              A VARIABLE WIDTH EASEMENT FOR STORM DRAIN TO THE CITY
                           OF AGOURA HILLS
         AFFECTS:          ALONG THE NORTHERLY LINE OF LOT 2

         FOR:              STORM DRAIN
         AFFECTS:          A 10 FOOT STRIP OF LAND AND A 14 FOOT STRIP OF LAND
                           IN LOT 1

         FOR:              SANITARY SEWER
         AFFECTS:          A 10 FOOT STRIP OF LAND WITHIN LOT 2

13.      AN AGREEMENT DATED DECEMBER 12, 1985 BY AND BETWEEN KATELL/AHMANSON
         PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP AND PACIFIC BELL, A
         CALIFORNIA CORPORATION, SUBJECT TO THE TERMS, COVENANTS, CONDITIONS AND
         PROVISIONS CONTAINING THEREIN RECORDED MAY 29, 1986 AS INSTRUMENT NO.
         86-666139 AND SHOWN ON THE SURVEY, JOB NO. 21-222, PREPARED DAVID T.
         ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING DATED NOVEMBER 16,
         2001.

14.      AN ASSESSMENT DISTRICT PARTICIPATION AGREEMENT DATED AUGUST 6, 1986,
         EXECUTED BY KATELL/AHMANSON PARTNERSHIP, RECORDED AUGUST 13, 1986 AS
         INSTRUMENT NO. 86-1042685, SAID AGREEMENT IS IN FAVOR OF THE CITY OF
         AGOURA HILLS AND PERTAINS TO THE RELOCATION OF ELECTRIC OR
         COMMUNICATIONS FACILITIES, SAID AGREEMENT ALSO STATES IN PART:

         THIS AGREEMENT SHALL RUN WITH THE LAND AND SHALL BE BINDING UPON THE
         UNDERSIGNED AND ITS HEIRS, SUCCESSORS AND ASSIGNS.

<PAGE>

         THIS AGREEMENT SHALL NOT BE AMENDED OR TERMINATED EXCEPT UPON THE
         EXPRESS WRITTEN AGREEMENT OF THE UNDERSIGNED AND THE CITY OF AGOURA
         HILLS.

15.      AN ASSESSMENT-DISTRICT PARTICIPATION AGREEMENT DATED AUGUST 6, 1986,
         EXECUTED BY KATELL/AHMANSON PARTNERSHIP, RECORDED AUGUST 13, 1986 AS
         INSTRUMENT NO. 86-1042686. SAID AGREEMENT IS IN FAVOR OF THE CITY OF
         AGOURA HILLS AND PERTAINS TO THE INSTALLATION AND CONSTRUCTION OF
         IMPROVEMENTS AND APPURTENANT WORK RELATED TO THE VENTURA FREEWAY REYES
         ADOBE ROAD INTERCHANGE.

         SAID AGREEMENT ALSO STATES IN PART:

         THIS AGREEMENT SHALL RUN WITH THE LAND AND SHALL BE BINDING UPON THE
         UNDERSIGNED AND ITS HEIRS, SUCCESSORS AND ASSIGNS.

         THIS AGREEMENT SHALL NOT BE AMENDED OR TERMINATED EXCEPT UPON THE
         EXPRESS WRITTEN AGREEMENT OF THE UNDERSIGNED AND THE CITY OF AGOURA
         HILLS.

16.      AN UNRECORDED EXCHANGE AGREEMENT DATED OCTOBER 2, 1986 EXECUTED BY
         TERADYNE, INC., A MASSACHUSETTS CORPORATION AND KATELL/AHMANSON
         PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP DISCLOSED BY A MEMORANDUM
         OF EXCHANGE AGREEMENT RECORDED OCTOBER 9, 1986 AS INSTRUMENT NO.
         86-1364924, SUBJECT TO THE TERMS, COVENANTS AND PROVISIONS CONTAINED IN
         SAID AGREEMENT AND SAID MEMORANDUM.

17.      COVENANTS, CONDITIONS AND RESTRICTIONS BUT DELETING ANY COVENANT,
         CONDITION, OR RESTRICTION INDICATING A PREFERENCE, LIMITATION OR
         DISCRIMINATION BASED ON RACE, COLOR, RELIGION, SEX, MARITAL STATUS,
         ANCESTRY, DISABILITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN, TO
         THE EXTENT SUCH COVENANTS, CONDITIONS OR RESTRICTIONS VIOLATE 42 U.S.C.
         ss. 3604(c) OR CALIFORNIA GOVERNMENT CODE ss. 12955. LAWFUL
         RESTRICTIONS UNDER STATE AND FEDERAL LAW ON THE AGE OF OCCUPANTS IN
         SENIOR HOUSING OR HOUSING FOR OLDER PERSONS SHALL NOT BE CONSTRUED AS
         RESTRICTIONS BASED ON FAMILIAL STATUS AS PROVIDED IN A DOCUMENT,
         RECORDED:         NOVEMBER 26, 1986 AS INSTRUMENT NO. 86-1642957.

         SAID COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDE THAT A VIOLATION
         THEREOF SHALL NOT DEFEAT NOR RENDER INVALID THE LIEN OF ANY MORTGAGE OR
         DEED OF TRUST MADE IN GOOD FAITH AND FOR VALUE.

         AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:

<PAGE>

         EASEMENTS.

         SAID COVENANTS, CONDITIONS AND RESTRICTIONS WERE MODIFIED BY A
         DOCUMENT,
         RECORDED:         FEBRUARY 12, 1987 AS INSTRUMENT NO. 210391.

18.      AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT
         FOR:              WATER LINES.
         AFFECTS:          REFERENCE IS MADE TO SAID DOCUMENT FOR FULL
                           PARTICULARS.
         RECORDED:         DECEMBER 5, 1986 AS INSTRUMENT NO. 86-1686664.

19.      AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT
         FOR:              PUBLIC UTILITIES.
         AFFECTS:          EIGHT (8) STRIPS OF LAND LYING WITHIN LOTS 1, 2, 3,
                           AND 4 OF TRACT NO. 43597, AS PER MAP RECORDED IN BOOK
                           1078, PAGES 72 THROUGH 80 INCLUSIVE OF MISCELLANEOUS
                           RECORDS (MAPS) IN THE OFFICE OF THE COUNTY RECORDER
                           OF SAID COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
                           DESCRIBED THEREIN.
         RECORDED:         MARCH 12, 1987 AS INSTRUMENT NO. 87-372455.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


THE LAND REFERRED TO IN THIS COMMITMENT IS IN THE STATE OF CALIFORNIA, COUNTY OF
LOS ANGELES, AND IS DESCRIBED AS FOLLOWS:

LOT 1 OF TRACT 43597, IN THE CITY OF AGOURA HILLS, AS PER MAP RECORDED IN BOOK
1078 PAGE 72 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.

EXCEPT FROM A PORTION THEREOF AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, PETROLEUM
AND OTHER MINERAL OR HYDROCARBON SUBSTANCES IN AND TO THAT PORTION OF SAID LAND
LYING BELOW THE DEPTH OF 500 FEET FROM THE SURFACE, WITHOUT THE RIGHT OF SURFACE
ENTRY, AS RESERVED IN THE DEED FROM MAX H. GOLDSMITH AND SHIRLEY H. GOLDSMITH,
HUSBAND AND WIFE AS JOINT TENANTS, IN DEED RECORDED AS INSTRUMENT NO. 1450 ON
DECEMBER 29,1960 IN BOOK D1076 PAGE 565 OF OFFICIAL RECORDS.

ALSO EXCEPT TO THE COUNTY OF LOS ANGELES ALL OIL, GAS, HYDROCARBONS, OR OTHER
MINERALS IN AND UNDER THE ABOVE DESCRIBED PARCEL OF LAND WITHOUT THE RIGHT OF
SURFACE ENTRY FOR DEVELOPMENT THEREOF.

<PAGE>

                                   EXHIBIT "B"
                                   -----------

                              Permitted Exceptions


1.       A WAIVER OF ANY CLAIMS FOR ANY AND ALL DAMAGES TO SAID LAND BY REASON
         OF LOCATION, CONSTRUCTION, LANDSCAPING OR MAINTENANCE OF THE FREEWAY
         LYING NORTHERLY OF SAID LAND, AS PROVIDED IN THE DEED TO STATE OF
         CALIFORNIA, RECORDED JULY 27,1950 AS INSTRUMENT NO. 2809, IN BOOK
         33808, PAGE 268, OFFICIAL RECORDS.

2.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT
         FOR:              CONDUITS, PIPE LINES, VAULTS, MANHOLES, LATERALS AND
                           METERS.
         AFFECTS:          A 4 FOOT STRIP OF LAND IN THE NORTHERLY PORTION OF
                           SAID LAND.
         RECORDED:         DECEMBER 20,1963 AS INSTRUMENT NO. 4348, IN BOOK
                           D2297 PAGE 290 AND DECEMBER 20, 1963 AS INSTRUMENT
                           NO. 4349, IN BOOK D2297 PAGE 293, BOTH OF OFFICIAL
                           RECORDS.

3.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND SHOWN ON THE SURVEY, JOB NO. 21-221,
         PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING
         DATED NOVEMBER 16, 2001.
         FOR:              STORM DRAINS.

         AFFECTS:          A 10 FOOT BY 25 FOOT STRIP OF LAND.
         RECORDED:         JANUARY 16, 1973 AS INSTRUMENT NO. 3474.

4.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS PROVIDED IN A
         DOCUMENT AND SHOWN ON THE SURVEY, JOB NO. 21-221, PREPARED DAVID T.
         ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING DATED NOVEMBER 16,
         2001.
         FOR:              PUBLIC UTILITIES.
         AFFECTS:          A 10 FOOT STRIP OF LAND.
         RECORDED:         OCTOBER 11, 1979 AS INSTRUMENT NO. 79-1137891

5.       A MEMORANDUM OF AGREEMENT AND GRANT OF EASEMENT, DECEMBER 17, 1980,
         EXECUTED BY AND BETWEEN CURREY-RIACH COMPANY, AND TIFFANY DEVELOPMENT
         COMPANY, A CALIFORNIA CORPORATION, AND RECORDED JANUARY 16, 1981 AS
         INSTRUMENT NO. 81-54573 AND SHOWN ON THE SURVEY, JOB NO. 21-221,
         PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING
         DATED NOVEMBER 16, 2001.
         PURPOSE:          SEWER LINES
         AFFECTS:          A 10 FOOT STRIP OF LAND AS SHOWN AND DELINEATED ON
                           SAID MAP.

<PAGE>

6.       AN EASEMENT FOR PUBLIC STREET, ROAD OR HIGHWAY PURPOSES AS PROVIDED IN
         A DOCUMENT,
         AFFECTS:          SAID LAND.
         RECORDED:         SEPTEMBER 20, 1974 AS INSTRUMENT NO. 4431.

7.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND SHOWN ON THE SURVEY, JOB NO. 21-221,
         PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING
         DATED NOVEMBER 16, 2001.
         FOR:              UNDERGROUND CONDUITS AND WIRES.
         AFFECTS:          A 20 FOOT STRIP OF LAND AS SHOWN AND DELINEATED ON
                           THE MAP OF SAID TRACT
         RECORDED:         FEBRUARY 20, 1986 AS INSTRUMENT NO. 86-223618 AND
                           RE-RECORDED MARCH 21, 1986 AS INSTRUMENT NO.
                           86-355248.

8.       PROVISIONS OF THE DEDICATION STATEMENT ON THE MAP OF
         TRACT:            43597.
         WHICH RECITE:     WHILE ALL OF AGOURA ROAD AND REYES ADOBE ROAD WITHIN
                           OR ADJACENT TO THIS SUBDIVISIONS REMAINS A PUBLIC
                           STREET, WE HEREBY ABANDON ALL RIGHTS, EXCEPT FOR 9
                           DRIVEWAY OPENING FOR LOTS 1 THROUGH 7, DIRECT
                           VEHICULAR INGRESS AND EGRESS TO SAID STREETS.

9.       AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND SHOWN ON THE SURVEY, JOB NO. 21-221,
         PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING
         DATED NOVEMBER 16, 2001.
         FOR:              DRIVEWAY AND FIRELANE.
         AFFECTS:          A 60 FOOT STRIP OF LAND.
         RECORDED:         IN BOOK 1078 PAGES 72 TO 80 OF MAPS.

         FOR:              A VARIABLE WIDTH EASEMENT FOR STORM DRAIN TO THE CITY
                           OF AGOURA HILLS
         AFFECTS:          ALONG THE NORTHERLY LINE OF SAID LOT 1.

         FOR:              STORM DRAIN
         AFFECTS:          A 10 FOOT STRIP OF LAND AND A 14 FOOT STRIP OF LAND

         FOR:              SANITARY SEWER
         AFFECTS:          A 10 FOOT STRIP OF LAND

10.      THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "AGREEMENT", RECORDED MAY 29,1986 AS INSTRUMENT NO. 86-666139 AND SHOWN
         ON THE SURVEY, JOB NO. 21-221, PREPARED DAVID T.

<PAGE>

         ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING DATED NOVEMBER 16,
         2001.

11.      THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "ASSESSMENT DISTRICT PARTICIPATION AGREEMENT", RECORDED AUGUST 13, 1986
         AS INSTRUMENT NO. 86-1042685.

         THIS AGREEMENT SHALL RUN WITH THE LAND AND SHALL BE BINDING UPON THE
         UNDERSIGNED AND ITS HEIRS, SUCCESSORS AND ASSIGNS.

         THIS AGREEMENT SHALL NOT BE AMENDED OR TERMINATED EXCEPT UPON THE
         EXPRESS WRITTEN AGREEMENT OF THE UNDERSIGNED AND THE CITY OF AGOURA
         HILLS.

12.      THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "ASSESSMENT-DISTRICT PARTICIPATION AGREEMENT", RECORDED AUGUST 13, 1986
         AS INSTRUMENT NO. 86-1042686.

         SAID AGREEMENT ALSO STATES IN PART:

         THIS AGREEMENT SHALL RUN WITH THE LAND AND SHALL BE BINDING UPON THE
         UNDERSIGNED AND ITS HEIRS, SUCCESSORS AND ASSIGNS.

         THIS AGREEMENT SHALL NOT BE AMENDED OR TERMINATED EXCEPT UPON THE
         EXPRESS WRITTEN AGREEMENT OF THE UNDERSIGNED AND THE CITY OF AGOURA
         HILLS.

13.      THE TERMS AND PROVISIONS SET OUT IN THAT CERTAIN DOCUMENT ENTITLED
         "DISCLOSED BY A MEMORANDUM OF EXCHANGE AGREEMENT", RECORDED OCTOBER 9,
         1986 AS INSTRUMENT NO. 86-1364924.

14.      COVENANTS, CONDITIONS AND RESTRICTIONS BUT DELETING ANY COVENANT,
         CONDITION, OR RESTRICTION INDICATING A PREFERENCE, LIMITATION OR
         DISCRIMINATION BASED ON RACE, COLOR, RELIGION, SEX, MARITAL STATUS,
         ANCESTRY, DISABILITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN, TO
         THE EXTENT SUCH COVENANTS, CONDITIONS OR RESTRICTIONS VIOLATE 42 U.S.C.
         ss. 3604(c) OR CALIFORNIA GOVERNMENT CODE ss. 12955. LAWFUL
         RESTRICTIONS UNDER STATE AND FEDERAL LAW ON THE AGE OF OCCUPANTS IN
         SENIOR HOUSING OR HOUSING FOR OLDER PERSONS SHALL NOT BE CONSTRUED AS
         RESTRICTIONS BASED ON FAMILIAL STATUS AS PROVIDED IN A DOCUMENT,
         RECORDED:         NOVEMBER 26,1986 AS INSTRUMENT NO. 86-1642957.

         AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:

         EASEMENTS

<PAGE>

         SAID COVENANTS, CONDITIONS AND RESTRICTIONS WERE MODIFIED BY A
         DOCUMENT,
         RECORDED:         FEBRUARY 12,1987 AS INSTRUMENT NO. 87-210391.

15.      AN EASEMENT FOR PURPOSES HEREIN STATED, AND RIGHTS INCIDENTAL THERETO
         AS PROVIDED IN A DOCUMENT AND SHOWN ON THE SURVEY, JOB NO. 21-221,
         PREPARED DAVID T. ROSELL, RPLS NO. 6281 OF ROSELL SURVEYING & MAPPING
         DATED NOVEMBER 16, 2001.
         FOR:              WATERLINES.
         AFFECTS:          REFERENCE IS MADE TO SAID DOCUMENT FOR FULL
                           PARTICULARS.
         RECORDED:         DECEMBER 5, 1986 AS INSTRUMENT NO. 86-1686664.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


REAL PROPERTY in the City of San Jose, County of Santa Clara, State of
California, described as follows:

LOT 2, so designated and delineated on the Map of Tract No. 7422 recorded April
25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa Clara County
Records.

TOGETHER WITH an appurtenant easement for the purposes of mutual ingress and
egress, as granted by Cad N. Swenson, Co., Inc. and CA. Swenson, Inc. to Fox
Lane Investment Company recorded June 1, 1983 in Book H597, page 745, Official
Records.

TOGETHER WITH mutual access easement established by Map of Tract No. 7422
recorded April 25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa
Clara County Records.

<PAGE>

                                   EXHIBIT "B"
                                   -----------

                              Permitted Exceptions

1.       Matters set forth in a document entitled "Declaration of Covenants,
         Conditions and Restrictions for Swenson Business Park", executed by
         Carl N. Swenson Co., Inc., recorded April 16, 1982 in Book G728, page
         394, Official Records, including but not limited to covenants,
         conditions, restrictions, easements, assessments, liens and charges.

         First Amendment thereto was recorded November 24, 1982 in Book H164,
         page 591, Official Records.

         Second Amendment thereto was recorded November 24,1982 in Book H164,
         page 582, Official Records.

         Third Amendment thereto was recorded January 20, 1984 in Book 1243,
         page 489, Official Records.

         Fourth Amendment thereto was recorded February 25, 1988 in Book K454,
         page 1077, Official Records.

2.       The effect, if any, of the fact that the Map of Tract No. 7422 recorded
         April 25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa
         Clara County Records, indicates that "We hereby establish a
         non-revocable ingress-egress easement over portions of Lots 1 and 2 for
         their mutual benefit, over portions of Lots 1 and 3 for their mutual
         benefit . . ." and as shown on the survey dated November 9, 2001,
         prepared Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         Reference is hereby made to the record for further particulars.

3.       An easement for mutual ingress and egress, reserved as appurtenant to
         and for the benefit of Lot 3 of said Tract No. 7422, and incidental
         purposes, recorded June 1, 1983 in Book H597, page 745 of Official
         Records and as shown on the survey dated November 9, 2001, prepared
         Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         Reference is hereby made to the record for further particulars.

4.       An easement for underground electrical facilities and incidental
         purposes, recorded March 1, 1984 in Book 1344, page 506, Official
         Records and as shown on the survey dated November 9, 2001, prepared
         Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         In Favor of  :    Pacific Gas and Electric Company and The Pacific
                           Telephone and Telegraph Company

         Reference is hereby made to the record for further particulars.

<PAGE>

5.       An easement for underground electrical facilities and incidental
         purposes, recorded March 1, 1984 in Book 1344, page 510, Official
         Records and as shown on the survey dated November 9, 2001, prepared
         Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         In Favor of  :    Pacific Gas and Electric Company and The Pacific
                           Telephone and Telegraph Company

         Reference is hereby made to the record for further particulars.

6.       An easement for underground electrical facilities and incidental
         purposes, recorded May 14, 1984 in Book 1540, page 111, Official
         Records and as shown on the survey dated November 9, 2001, prepared
         Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         In Favor of  :    Pacific Gas and Electric Company, a California
                           corporation

         Said matter affects Strips of land of the uniform width of 10 feet, the
         center lines of which are delineated by the heavy dashed line shown
         upon the print of second party's Drawing No. SJB 1732.

7.       Terms and conditions of that certain Site Development Permit

         File No.     :    HA93-01-061
         Disclosed By :    Certificate
         Recorded     :    January 21, 1994 in Book N263, page 0261, Official
                           Records

         Reference is hereby made to the record for particulars.

8.       Terms and conditions of that certain Site Development Permit

         File No.     :    H93-09-061
         Disclosed By :    Certificate
         Recorded     :    January 21, 1994 in Book N263, page 0263, Official
                           Records

         Reference is hereby made to the record for particulars.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


REAL PROPERTY in the City of San Jose, County of Santa Clara, State of
California, described as follows:

LOT 1, so designated and delineated on the Map of Tract No. 7422 recorded April
25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa Clara County
Records.

TOGETHER WITH an appurtenant easement for the purposes of mutual ingress and
egress, as granted by Cad N. Swenson, Co., Inc. and CA. Swenson, Inc. to Fox
Lane Investment Company recorded June 1, 1983 in Book H597, page 745, Official
Records.

TOGETHER WITH mutual access easement established by Map of Tract No. 7422
recorded April 25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa
Clara County Records.

<PAGE>

                                   EXHIBIT "B"
                                   -----------

                              Permitted Exceptions

1.       Matters set forth in a document entitled "Declaration of Covenants,
         Conditions and Restrictions for Swenson Business Park", executed by
         Carl N. Swenson Co., Inc., recorded April 16, 1982 in Book G728, page
         394, Official Records, including but not limited to covenants,
         conditions, restrictions, easements, assessments, liens and charges.

         First Amendment thereto was recorded November 24, 1982 in Book H164,
         page 591, Official Records.

         Second Amendment thereto was recorded November 24,1982 in Book H164,
         page 582, Official Records.

         Third Amendment thereto was recorded January 20, 1984 in Book 1243,
         page 489, Official Records.

         Fourth Amendment thereto was recorded February 25, 1988 in Book K454,
         page 1077, Official Records.

2.       The effect, if any, of the fact that the Map of Tract No. 7422 recorded
         April 25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa
         Clara County Records, indicates that "We hereby establish a
         non-revocable ingress-egress easement over portions of Lots 1 and 2 for
         their mutual benefit, over portions of Lots 1 and 3 for their mutual
         benefit . . ." and as shown on the survey dated November 9, 2001,
         prepared Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         Reference is hereby made to the record for further particulars.

3.       An easement for mutual ingress and egress, reserved as appurtenant to
         and for the benefit of Lot 3 of said Tract No. 7422, and incidental
         purposes, recorded June 1, 1983 in Book H597, page 745 of Official
         Records and as shown on the survey dated November 9, 2001, prepared
         Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         Reference is hereby made to the record for further particulars.

4.       An easement for underground electrical facilities and incidental
         purposes, recorded March 1, 1984 in Book 1344, page 506, Official
         Records and as shown on the survey dated November 9, 2001, prepared
         Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         In Favor of  :    Pacific Gas and Electric Company and The Pacific
                           Telephone and Telegraph Company

         Reference is hereby made to the record for further particulars.

<PAGE>

5.       An easement for underground electrical facilities and incidental
         purposes, recorded March 1, 1984 in Book 1344, page 510, Official
         Records and as shown on the survey dated November 9, 2001, prepared
         Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         In Favor of  :    Pacific Gas and Electric Company and The Pacific
                           Telephone and Telegraph Company

         Reference is hereby made to the record for further particulars.

6.       An easement for underground electrical facilities and incidental
         purposes, recorded May 14, 1984 in Book 1540, page 111, Official
         Records and as shown on the survey dated November 9, 2001, prepared
         Mitchell Duryea, Licensed Land Surveyor No. 5660 of Duryea &
         Associates.

         In Favor of  :    Pacific Gas and Electric Company, a California
                           corporation

         Said matter affects Strips of land of the uniform width of 10 feet, the
         center lines of which are delineated by the heavy dashed line shown
         upon the print of second party's Drawing No. SJB 1732.

7.       Terms and conditions of that certain Site Development Permit

         File No.     :    HA93-01-061
         Disclosed By :    Certificate
         Recorded     :    January 21, 1994 in Book N263, page 0261, Official
                           Records

         Reference is hereby made to the record for particulars.

8.       Terms and conditions of that certain Site Development Permit

         File No.     :    H93-09-061
         Disclosed By :    Certificate
         Recorded     :    January 21, 1994 in Book N263, page 0263, Official
                           Records

         Reference is hereby made to the record for particulars.

</TEXT>
</DOCUMENT>
