
                      RIDER TO MORTGAGE DEED AND SECURITY AGREEMENT

     This Rider to Mortgage Deed and Security Agreement ("Rider")
is made this 12th day of July, 1996, and is incorporated into and
shall be deemed to amend and supplement the Mortgage Deed and
Security Agreement (hereinafter "Security Instrument") of same
date given by the undersigned (hereinafter "Mortgagor") to secure
Borrower's promissory note to First Federal Savings Bank of New
Smyrna, the mortgagee (hereinafter "mortgagee") of even date and
covering the "Property" as defined in the Security Instrument.

     Additional Covenant.  In addition to the other covenants and
agreements made in this Security instrument, Mortgagor further
covenants to Mortgagee and agree as follows:

     1.   Environmental Condition of property; Indemnification.

Mortgagor warrants to the best of its knowledge and presents to
Mortgagee except for the small tank located near the Goodyear
site, after thorough investigation that:  (a) the property is now
and at all times hereafter will continue to be in full compliance
with all Federal, State and local environmental laws and
regulations, including but not limited to, the Comprehensive
Environmental Response, Compensation and liability Act of 1980
("CERCLA"), Public Law No. 96-510, 94 Stat. 2767, 42 USC 9601 eq
sea., and the Superfund Amendments and Reauthorization as may be
amended from time to time, and the Superfund Amendments and
Reauthorization Act of 1986 (SARA), Public Law No. 99-499, 100
Stat. 1613, as may be amended from time to time; (b) (i) as of
the date hereof there are no hazardous materials, substances,
wastes or other environmentally regulated substances, wastes or
other environmentally regulated substances (including without
limitation, any materials containing asbestos) located on, in or
under the property or used in connection therewith, or (ii)
Mortgagor has fully disclosed to mortgage in writing the
existence, extent and nature of any such hazardous materials,
substances, wastes or other environmentally regulated substances,
wastes or other environmentally regulated substances, which
mortgagor is legally authorized and empowered to maintain on, in
or under the property or use in connection therewith; and (c)
Mortgagor has obtained and will maintain all licenses, permits
and approvals.  Mortgagor further represents and warrants that it
will promptly notify Mortgagee of any change in the nature or 

extent of any hazardous materials, substances or wastes
maintained on, in or under the Property or used in connection
therewith, and will transmit to Mortgagee copies of any
citations, orders, notices or other material governmental or
other communication received with respect to any other hazardous
materials, substances, wastes or other environmentally regulated
substances affecting the Property.  Mortgagor shall indemnify and
hold Mortgagee harmless from and against any and all damages,
penalties, fines, claims, liens, suits liabilities, costs
(including clean-up costs), judgements and expenses (including
attorneys' consultants' or experts' fees and expenses) of every
kind and nature suffered by or asserted against Mortgagee as a
direct or indirect result of any warranty or representation made
by Mortgagor in the preceding paragraph being false or untrue in
any material respect or any requirement under the law, regulation
or ordinance, local, state or Federal, which requires the
elimination or removal of any hazardous materials, substances,
wastes or other environmentally regulated substances by
Mortgagee, mortgagor or any transferee of or successor of
Mortgagee or Mortgagor.

Mortgagor's obligations hereunder shall not be limited to any
extent by the term of the promissory note secured by the Security
Instrument, and, as to any act or occurrence prior to payment in
full and satisfaction of such note which gives rise to liability
hereunder, shall continue, survive and remain in full force and
effect notwithstanding payment in full and satisfaction of said
note and the Security Instrument, or delivery of a deed in lieu
of foreclosure.
 
     2.   Prohibition of additional financing, further liens.  An
important component of the consideration for the extension of
credit evidenced by the note secured by this mortgage is
mortgagor's equity in the property encumbered by this mortgage
and the maintenance of such equity (as increased through future
appreciation, if any) during the term of this mortgage. 
Mortgagor shall not, without the written consent of Mortgage,
obtain additional financing of any kind relating to the property
encumbered by this mortgage or cause or permit any further lien
of any kind to be imposed on the property.  Any violation of this
provision will, at the option of the mortgagee, constitute a
default under this mortgage.



     3.   Cross default.  The note secured by this mortgage is
also secured by the following instruments:

a)   Promissory Note of even date herewith
b)   Assignment of Rents, Leases & Profits
c)   UCC-I (County & State)

A default under any of the above instruments shall constitute a
default under this mortgage, and the holder shall have all the
remedies provided herein, including the option to accelerate the
unpaid principal balance, without prior notice or demand.

Additionally, a default under any loan commitment or loan
heretofore or hereafter made by any lending institution to
mortgagor shall, at the option of the mortgagee, constitute a
default under the mortgage and note, and under all other
commitments or loans made to mortgagor by the mortgagee.

     4.   Waiver of Right to Jury Trial.  As additional
consideration for the granting of the loan evidenced by the Note
secured by this mortgage, the mortgagor hereby waives the right
to a trial by jury with respect to any litigation based on the
Note, Mortgage (or any other loan documents), any Guaranty of the
Note or obligation evidenced thereby, the loan commitment letter
dated June 5, 1996, any obligation arising from or evidenced by
any of the foregoing instruments, or any course of dealing,
course of conduct, statements, (whether verbal or written), or
actions of mortgagor relating to any of the foregoing matter or
instruments.

     5.   Loan Commitment Provisions Survive Closing.  The
Conditions, provisions and obligations set forth in that certain
First  Federal Savings Bank of New Smyrna, loan commitment
letter, dated June 5, 1996, shall survive the closing of the loan
transaction evidenced by the Note, Mortgage or any related loan
documents, and shall be fully binding upon the Mortgagor.

     6.   Severability.  If any term, condition or covenant of
this mortgage, the Note or any other document secured by this
Mortgage, or the application thereof to any person or
circumstances shall be invalid or unenforceable, the remainder of
this Mortgage, Note and other loan documents and the application
of such term, covenant or condition to persons or circumstances
other than those to which it is held invalid or unenforceable
shall not be affected thereby, and each term, covenant or
condition of this mortgage, the Note and other documents shall be
valid and enforceable to the fullest extent permitted by law.

     By signing below, Mortgagors accept and agree to the terms
and covenants contained in this Rider.







     EXECUTED, as of the date and year first stated above.

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




                         By:  /s/ Joshua Kane
                              Joshua Kane                   
                              Senior Vice President and
                              Chief Financial Officer



This instrument prepared by:
W.M. Gillespie, Esquire
Gillespie & Gillespie, P.A.
233 North Causeway
New Smyrna Beach, Florida  32170


     
