

               MORTGAGE DEED AND SECURITY AGREEMENT


     THIS MORTGAGE DEED (the Mortgage), dates as of July 12,
1996, by and between MARK CENTERS LIMITED PARTNERSHIP, a Delaware
limited partnership (hereinafter called Mortgagor) and FIRST
FEDERAL SAVINGS BANK OF NEW SMYRNA, which is organized and
existing under the laws of the United States of America, having
office at 900 N. Dixie Freeway, New Smyrna Beach, Florida
(thereinafter called Mortgagee);

     WITNESSETH, that in consideration of the premises and in
order to secure the payment of both the principal of, and
interest and any other sums payable on the note (as hereinafter
defined) or this Mortgage and the performance and observance of
all of the provisions hereof and of said note, Mortgagor hereby
grants, sells, warrants, conveys, assigns, transfers, mortgages
and sets over and confirms unto Mortgagee, all of Mortgagor's
estate, right, title and interest in, to and under all that
certain real property situate in Volusia County, Florida, more
particularly described as follows:

     SEE LENGTHY LEGAL DESCRIPTION ATTACHED HERETO AND      
            INCORPORATED HEREIN AS EXHIBIT "A" 

     TOGETHER WITH all improvements now or hereafter located on
said real property and all fixtures, appliances, apparatus,
equipment, furnishings, heating and air conditioning equipment,
machinery and articles of personal property and replacement
thereof (other than those owned by lessees of said real property)
now or hereafter affixed to, attached to, placed upon, or used in
any way in connection with the complete and comfortable use,
occupancy, or operation of the said real property, all licenses
and permits used or required in connection with the use of said
real property, all leases of said real property now or hereafter
entered into and all right, title and interest of Mortgagor
thereunder, including without limitation, cash or securities
deposited thereunder pursuant to said leases, and all rents,
issues, proceeds, and profits accruing from said real property
and together with all proceeds of the conversion, voluntary or
involuntary of any of the foregoing into cash or liquidated
claims, including without limitation, proceeds of insurance and
condemnation awards (the foregoing said real property, tangible
and intangible personal property hereinafter referred to
collectively as the Mortgaged Property).  Mortgagor hereby grants
to Mortgagee a security interest in the foregoing described
tangible and intangible personal property.

     TO HAVE AND TO HOLD the Mortgaged Property, together with
all and singular the tenements, hereditaments and appurtenances
thereunto belonging or in anywise appertaining and the reversion 
and reversions thereof and all the estate, right, title,
interest, homestead, dower and right of dower, separate estate,
possession, claim and demand whatsoever, as well in law as in
equity, of Mortgagor and unto the same, and every part thereof,
with the appurtenances of Mortgagor in and to the same, and every
part and parcel thereof unto Mortgagee.

     Mortgagor warrants that Mortgagor has a good and marketable
title to an indefeasible fee estate in the real property
comprising the Mortgaged Property subject to no lien, charge or
encumbrance except such as Mortgagee has agreed to accept in
writing and Mortgagor covenants that this Mortgage is and will
remain a valid and enforceable mortgage on the Mortgaged property
in the manner and form herein done or intended hereafter to be
done.  Mortgagor will preserve such title and will forever
warrant and defend the same to Mortgagee and will forever warrant
and defend the validity and priority of the lien hereof against
the claims of all persons and parties whomsoever.

     Mortgagor will, at the cost of Mortgagor, and without
expense to Mortgagee, do, execute, acknowledge and deliver all
and every such further acts, deeds, conveyances, mortgages,
assignments, notices of assignment, transfers and assurances as
Mortgagee shall from time to time require in order to preserve
the priority of the lien of this Mortgage or to facilitate the
performance of the terms hereof.

     PROVIDED, HOWEVER, that if Mortgagor shall pay to mortgagee
the indebtedness in the principal sum of $2,000,000.00 as
evidenced by that certain promissory note (the Note), of even
date herewith, or any renewal or replacement of such Note,
executed by Mortgagor and payable to order of Mortgagee, with
interest and upon the terms as provided therein, and together
with all other sums advanced by Mortgagee, with interest and upon
the terms as provided therein, and together with all other sums
advanced by Mortgagee to or on behalf of Mortgagor pursuant to
the Note or this Mortgage, the final maturity date of the Note
and this Mortgage as specified in the Note and shall perform all
other covenants and conditions of the Note, all of the terms of
which Note are incorporated herein by reference as though set
forth fully herein, and of any renewal, extension or
modification, thereof and of this Mortgage, then this Mortgage
and the estate hereby created shall cease and terminate.

     Mortgagor further covenants and agrees with Mortgagee as
follows:

     1.   To pay all sums, including interest secured hereby when
due, as provided for the Note and any renewal, extension or
modification thereof and in this Mortgage, all such sums to be
payable in lawful money of the United States of America at
Mortgagee's aforesaid principal office, or at such other place as
Mortgagee may designate in writing.

     2.   To pay when due, and without requiring any notice from
Mortgagee, all taxes, assessments of any type or nature and other
charges levied or assessed against the Mortgaged Property or this
Mortgage and produce receipts therefore upon demand.  To
immediately pay and discharge any claim, lien or encumbrance
against the Mortgaged property which may be or become superior to
this Mortgage and to permit no default or delinquency on any
other lien, encumbrance or charge against the Mortgaged Property.

     3.   If required by Mortgagee, to also make monthly deposits
with Mortgagee, in a non-interest bearing account, together with
and in addition to interest and principal, of a sum equal to one-
twelfth of the yearly taxes and assessments which may be levied
against the Mortgaged Property, and (if so required) one-twelfth
of the yearly premiums for insurance thereon.  The amount of such
taxes, assessments and premiums, when unknown, shall be estimated
by Mortgagee.  Such deposits shall be used by Mortgagee to pay
such taxes, assessments and premiums when due.  Any insufficiency
of such account to pay such charges when due shall be paid by
Mortgagor to Mortgagee on demand.  If, by reason of any default
by Mortgagor under any provision of this Mortgage, Mortgagee
declares all sums secured hereby to be due and payable, Mortgagee
may then apply and funds in said account against the entire
indebtedness secured hereby.  The enforceability of the covenants
relating to taxes, assessments and insurance premiums herein
otherwise provided shall not be affected except insofar as those
obligations have been met by compliance with this paragraph. 
Mortgagee may from time to time at its option waive, and after
any such waiver reinstate, any or all provisions hereof requiring
such deposits, by notice to Mortgagor in writing.  While any such
waiver is in effect, Mortgagor shall pay taxes, assessments and
insurance premiums as herein elsewhere provided.

     4.   To promptly pay all taxes and assessments assessed or
levied under and by virtue of any state, federal, or municipal
law or regulation hereafter passed, against Mortgagee upon this
Mortgage or the debt hereby secured, or upon its interest under
this Mortgage, provided however, that the total amount so paid
for any such taxes pursuant to this paragraph together with the
interest payable on said indebtedness shall not exceed the
highest lawful rate of interest in Florida and provided further
that in the event of the passage of any such law or regulation
imposing a tax or assessment against Mortgagee upon this Mortgage
or the debt secured hereby, that the entire indebtedness secured
by this Mortgage shall thereupon become immediately due and
payable at the option of Mortgagee.

     5.   To keep the Mortgaged Property insured against loss or
damage by fire, and all perils insured against by an extended
coverage endorsement, and such other risks and perils as
Mortgagee in its discretion may require.  The policy or policies
of such insurance shall be in the form in general use from time
to time in the locality in which the Mortgaged Property is
situated, shall be in such amount as Mortgagee may reasonably
require, shall be issued by a company or companies approved by
Mortgagee, and shall contain a standard mortgagee clause with
loss payable to Mortgagee.  Whenever required by Mortgagee, such
policies, shall be delivered immediately to and held by
Mortgagee.  Any and all amounts received by Mortgagee under any
of such policies may be applied by Mortgagee under any of such
policies may be applied by Mortgagee on the indebtedness secured
hereby in such manner as Mortgagee may, in its sole discretion,
elect or, at the option of Mortgagee, the entire amount so
received or any part thereof may be released.  Neither the
application nor the release of any such amounts shall cure or
waive any default.  Upon exercise of the power of sale given in
this Mortgage or other acquisition of the Mortgaged Property or
any part thereof by Mortgagee, such policies shall become the
absolute property of Mortgagee.

     6.   To first obtain the written consent of Mortgagee, such
consent to be granted or withheld at the sole discretion of
Mortgagee, before (a) removing or demolishing any building now or
hereafter erected on the premises, (c) making any repairs which
involve the removal of structural parts or the exposure of the
interior of such building to the elements, (d) cutting or
removing or permitting the cutting and removal of any trees or
timber on the Mortgaged Property, (e) removing or exchanging any
tangible personal property which is part of the Mortgaged
Property.

     7.   To maintain the Mortgaged Property in good condition
and repair, including but not limited to the making of such
repairs as Mortgagee may from time to time determine to be
necessary for the preservation of the Mortgaged Property and to
not commit or permit any waste thereof, and Mortgagee shall have
the right to inspect the Mortgaged Property on reasonable notice
to Mortgagor.

     8.   To comply with all laws, ordinances, regulations,
covenants, conditions and restrictions affecting the Mortgaged
Property, and not to cause or permit any violation thereof.

     9.   If Mortgagor fails to pay any claim, lien or
encumbrance which is superior to this Mortgage, or when due, any
tax or assessment or insurance premium, or to keep the Mortgaged
property in repair, or shall commit or permit waste, or if there
be commenced any action or proceeding affecting the Mortgaged
Property or the title thereto, or the interest of Mortgagee
therein, including, but not limited to, eminent domain and
bankruptcy or reorganization proceedings, then Mortgagee, at its
option, may pay said claim, lien, encumbrance, tax, assessment or
premium, with right of subrogation thereunder, may make such
repairs and take such steps as it deems advisable to prevent or
cure such waste, and may appear in any such action or proceeding
and retain counsel therein, and take such action therein as
Mortgagee deems advisable, and for any of such purposes Mortgagee
may advance such sums of money, including all costs, reasonable
attorney's fees and other items of expense as it deems necessary. 
Mortgagee shall be the sole judge of the legality, validity and
priority of any such claim, lien, encumbrance, tax, assessment
and premium and of the amount necessary to be paid in
satisfaction thereof.  Mortgagee shall not be held accountable
for any delay in making any such payment, which delay may result
in any additional interest, costs, charges, expenses or
otherwise.

     10.  Mortgagor will pay to Mortgagee, immediately and
without demand, all sums of money advanced by Mortgagee to
protect the security hereof pursuant to this Mortgage, including
all costs, reasonable attorney's fees and other items of expense,
together with interest on each such advancement at the highest
lawful rate of interest per annum allowed by the law of the State
of Florida, and all such sums and interest thereon shall be
secured hereby.

     11.  All sums of money secured hereby shall be payable
without any relief whatever from any valuation or appraisement
laws.

     12.  If default be made in payment of any instalment of
principal or interest of the Note or any part thereof when due,
or in payment, when due, or any other sum secured hereby, or in
performance of any of Mortgagor's obligations, covenants or
agreements hereunder, all of the indebtedness secured hereby
shall become and be immediately due and payable at the option of
Mortgagee, without notice or demand which are hereby expressly
waived, in which event Mortgagee may avail itself of all rights
and remedies, at law or in equity, and this Mortgage may be
foreclosed with all rights and remedies afforded by the laws of
Florida and Mortgagor shall pay all costs, charges and expenses
thereof, including a reasonable attorney's  fee, including all
such costs, expenses and attorney's fees, for any retrial,
rehearing or appeals.  The indebtedness secured hereby shall bear
interest at the highest lawful rate of interest per annum allowed
by the law of the State of Florida from and after the date of any
such default of Mortgagor.  If the Note provides for instalment
payments, the Mortgagee may, at its option, collect a late charge
as may be provided for in the Note, to reimburse the Mortgagee
for expenses in collecting and servicing such instalment
payments.

     13.  If default be made in payment, when due, of any
indebtedness secured hereby, or in performance of any of
Mortgagor's obligations, covenants or agreement hereunder:   
        

     (a)  Mortgagee is authorized at any time, without notice, in
its sole discretion to enter upon and take possession of the
Mortgaged property or any part thereof, to perform any acts
Mortgagee deems necessary or proper to conserve the security and
to collect and receive all rents, issues and profits thereof,
including those past due as well as those accruing thereafter;
and

     (b)  Mortgagee shall be entitled, as a matter of strict
right, without notice and exparte, and without regard to the
value or occupancy of the security, or the solvency of Mortgagor,
or the adequacy of the Mortgaged Property as security for the
Note, to have a receiver appointed to enter upon and take
possession of the Mortgaged Property, collect the rents and
profits therefrom and apply the same as the court may direct,
such receiver to have all the rights and powers permitted under
the laws of Florida.

     In either such case, Mortgagee or the receiver may also take
possession of, and for these purposes use, any and all personal
property which is a part of the Mortgaged property and used by
Mortgagor in the rental or leasing thereof or any part thereof. 
The expense (including receiver's fees, counsel fees, costs and
agent's compensation) incurred pursuant to the powers herein
contained shall be secured hereby.  Mortgagee shall (after
payment of all costs and expenses incurred) apply such rents,
issues and profits received by it on the indebtedness secured
hereby in such order as Mortgagee determines.  The right to enter
and take possession of the Mortgaged Property, to manage and
operate the same, and to collect the rents, issues and profits
thereof, whether by a receiver or otherwise, shall be cumulative
to any other right or remedy hereunder or afforded by law, and
may be exercised concurrently therewith or independently thereof. 
Mortgagee shall be liable to account only for such rents, issues
and profits actually received by Mortgagee.

     14.  If the indebtedness secured hereby is now or hereafter
further secured by chattel mortgages, security interests,
financing statements, pledges, contracts of guaranty, assignments
of leases, or other securities, or if the Mortgaged property
hereby encumbered consists of more than one parcel of real
property, Mortgagee may at its option exhaust any one or more of
said securities and security hereunder, or such parcels of the
security hereunder, either concurrently or independently, and in
such order as it may determine.

     15.  This Mortgage shall secure not only existing
indebtedness, but also such future advances, whether such
advances are obligatory or to be made at the option of Mortgagee,
or otherwise, as are made within twenty (20) years from the date
hereof, to the same extent as if such future advances were made
on the date of the execution of this Mortgage, but such secured
indebtedness shall not exceed at any time the maximum principal
amount of two times the amount of the Note, plus interest
thereon, and any disbursements made for the payment of taxes,
levies, or insurance on the Mortgaged property, with interest on
such disbursements.  Any such future advances, whether obligatory
or to be made at the option of the Mortgagee, or otherwise, may
be made either prior to or after the due date of the Note or any
other notes secured by this Mortgage.  This Mortgage is given for
the specific purpose of securing any and all indebtedness by the
Mortgagor to Mortgagee (but in no event shall the secured
indebtedness exceed at any time the maximum principal amount set
forth in this paragraph) in whatever manner this indebtedness may
be evidenced or represented, until this Mortgage is satisfied or
record.  All covenants and agreements contained in this Mortgage
shall be applicable to all further advances made by Mortgagee to
Mortgagor under this future advance clause.

     16.  No delay by Mortgagee in exercising any right or remedy
hereunder, or otherwise afforded by law, shall operate as a
waiver thereof or preclude the exercise thereof during the
continuance of any default hereunder.  No waiver by Mortgagee of
any default shall constitute a waiver of or consent to subsequent
defaults.  No failure of Mortgagee to exercise any option herein
given to accelerate maturity of the debt hereby secured, no
forbearance by Mortgagee before or after the exercise of such
option and no withdrawal or abandonment of foreclosure proceeding
by Mortgagee shall be taken or construed as a waiver of its right
to exercise such option or to accelerate the maturity of the debt
hereby secured by reason of any past, present or future default
on the part of mortgagee shall not be taken or construed as a
waiver of its right to accelerate the maturity of the debt hereby
secured.

     17.  Without affecting the liability of Mortgagor or any
other person (except any person expressly released in writing)
for payment of any indebtedness secured hereby or for performance
of any obligation contained herein, and without affecting the
rights of Mortgagee with respect to any security not expressly
released in writing, Mortgagee may, at any time and from time to
time, either before or after the maturity of said note, and
without notice or consent:

          (a)  Release any person liable for payment of all or
any part of the indebtedness or for performance of any
obligation;

          (b)  Make any agreement extending the time or otherwise
altering the terms of payment of all or any part of the
indebtedness, or modifying or waiving any obligation, on
subordinating, modifying or otherwise dealing with the lien or
change hereof;

          (c)  Exercise or refrain from exercising or waive any
right Mortgagee may have;

          (d)  Accept additional security of any kind; and
          
          (e)  Release or otherwise deal with any property, real
or personal, securing the indebtedness, including all or any part
of the Mortgaged Property.

     18.  Any agreement hereafter made by Mortgagor and Mortgagee
pursuant to this mortgage shall be superior to the rights of the
holder of any intervening lien or encumbrance.

     19.  mortgagor hereby waives all right of homestead
exemption, if any, in the Mortgaged Property.

     20.  In the event of condemnation proceedings of the
Mortgaged property, the award or compensation payable thereunder
is hereby assigned to and shall be paid to Mortgagee.  Mortgagee
shall be under no obligation to question the amount of any such
award or compensation and may accept the same in the amount in
which the same shall be paid.  In any such condemnation
proceedings, Mortgagee may be represented by counsel selected by
mortgagee.  The proceeds of any award or compensation so received
shall, at the option of Mortgagee, either be applied to the
prepayment of the Note and at the rate of interest provided
therein, regardless of the rate of interest payable on the award
by the condemnation authority, or at the option of Mortgagee,
such award shall be paid over to Mortgagor for restoration of the
Mortgaged Property.

     21.  If Mortgagee, pursuant to a construction loan agreement
or loan commitment made by Mortgagee with Mortgagor, agrees to
make construction loan advances up to the principal amount of the
Note, then Mortgagor hereby covenants that it will comply with
all of the terms, provisions and covenants of said construction
loan agreement or loan commitment, will diligently construct the
improvements to be built pursuant to the terms thereof, all of
the terms thereof which are incorporated herein by reference as
though set forth fully herein and will permit no defaults to
occur thereunder and if a default shall occur thereunder, it
shall constitute a default under this Mortgage and the Note.

     22.  At the option of Mortgagee, Mortgagor shall provide
Mortgagee with periodic certified audited statements of the
operations of and the financial condition of Mortgagor.

     23.  The loan represented by this Mortgage and the Note is
personal to the Mortgagor and the Mortgagee made the loan to the
Mortgagor based upon the credit of the Mortgagor and the
Mortgagee's judgement of the ability of the Mortgagor to repay
all sums due under this Mortgage, and therefore this Mortgage may
not be assumed by any subsequent holder of an interest in the
Mortgaged property.  If all or any part of the Mortgaged
Property, or any interest therein, is sold, conveyed, transferred
(including a transfer by agreement for deed or land contract) or
further encumbered by Mortgagor without Mortgagee's prior written
consent excluding the grant of any leasehold interest in the
Mortgaged Property not containing an option to purchase, which
lease is made in the ordinary course of Mortgagor's business,
then in that event Mortgagee may declare all sums secured by this
Mortgage immediately due and payable.

     24.  Mortgagor represents and warrants that if a
corporation, it is duly organized and validly existing, in good
standing under the laws of the state of its incorporation, has
stock outstanding which has been duly and validly issued, and is
qualified to do business and is in good standing in the State of
Florida, with full power and authority to consummate the loan
contemplated hereby; and, if a partnership, it is duly formed and
validly existing, and is fully qualified to do business in the
State of Florida; with full power and authority to consummate the
loan contemplated hereby.

     25.  In the event any one or more of the provisions
contained in this Mortgage or in the Note shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall, at the option
of the Mortgagee, not affect any other provisions of this
Mortgage, but this Mortgage shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained herein or therein.  The total interest payable pursuant
to the Note or this Mortgage shall not in any one year exceed the
highest lawful rate of interest permitted in the State of
Florida.

     26.  The covenants and agreements herein contained shall
bind and the benefits and advantages shall inure to the
respective heirs, executors, administrators, successors, and
assigns of the parties hereto.  Whenever used, the singular
number shall include the plural, the plural the singular, and the
use of any gender shall be applicable to all genders.  All
covenants, agreements and undertakings shall be joint and
several.  In the event additional numbered covenants or
paragraphs are for convenience inserted in this Mortgage, such
additional covenants shall be read and given effect as though
following this covenant in consecutive order.

     27.  SEE RIDER TO MORTGAGE DEED AND SECURITY AGREEMENT
INCORPORATED HEREIN.

     IN WITNESS WHEREOF, Mortgagor has duly executed this
Mortgage as of the date first above written.

                         THIS IS A BALLOON MORTGAGE AND THE FINAL
                         PRINCIPAL PAYMENT OR THE PRINCIPAL
                         BALANCE DUE UPON MATURITY IS       
                         $1,628,285.51, TOGETHER WITH ACCRUED
                         INTEREST, IF ANY, AND ALL ADVANCEMENTS
                         MADE BY THE MORTGAGOR UNDER THE TERMS OF
                         THIS MORTGAGE.

                    

                         MARK CENTERS LIMITED PARTNERSHIP, a
                         Delaware limited partnership
                         By:  MARK CENTERS TRUST, General Partner

                         BY  /s/ Joshua Kane, Sr VP & CFO
                              Joshua Kane

                         As its Senior Vice President and
                                Chief Financial Officer

     
     
