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                       ACADEMY STORE, L.P., as mortgagor

                                   (Borrower)



                                       to



                     THE CHASE MANHATTAN BANK, as mortgagee

                                    (Lender)



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



                                  MORTGAGE AND

                               SECURITY AGREEMENT



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



                         Dated: As of February 12, 1998



                       Location: 3200-3280 Red Lion Road

                           Philadelphia, Pennsylvania



                              County: Philadelphia



                  PREPARED BY AND UPON RECORDATION RETURN TO:



                        MESSRS. THACHER PROFFITT & WOOD

                             Two World Trade Center

                            New York, New York 10048



                         Attention: David S. Hall, Esq.



                             File No.: 86000-00482



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{PAGE}







         THIS MORTGAGE AND SECURITY AGREEMENT (the "Security Instrument") is

made as of the last day of February, 1998, by ACADEMY STORE, L.P., a Delaware

limited partnership, having its principal place of business at c/o * Bryant

Development Corp., 2900 Westchester Avenue, Purchase, New York 10577, as

mortgagor ("Borrower") to THE CHASE MANHATTAN BANK, a New York banking

corporation, having an address at 380 Madison Avenue, 11th Floor, New York, New

York 10017 as mortgagee ("Lender").



                                   RECITALS:



         Borrower by its promissory note of even date herewith given to Lender

is indebted to Lender in the principal sum of ELEVEN MILLION EIGHTY THOUSAND AND

00/100 DOLLARS ($11,080,000) in lawful money of the United States of America

(the note together with all extensions, renewals, modifications, substitutions

and amendments thereof shall collectively be referred to as the "Note"), with

interest from the date thereof at the rates set forth in the Note, principal and

interest to be payable in accordance with the terms and conditions provided in

the Note.



Borrower desires to secure the payment of the Debt (as defined in Article 2) and

the performance of all of its obligations under the Note and the Other

Obligations (as defined in Article 2).



                         Article 1 - GRANTS OF SECURITY



        Section 1.1 PROPERTY MORTGAGED. Borrower does hereby irrevocably

mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to

Lender, and grant a security interest to Lender in, the following property,

rights, interests and estates now owned, or hereafter acquired by Borrower

(collectively, the "Property"):



         (a)      Land. The real property described in Exhibit A attached hereto

                  and made a part hereof (the "Land");



         (b)      Additional Land. All additional lands, estates and development

                  rights hereafter acquired by Borrower for use in connection

                  with the Land and the development of the Land and all

                  additional lands and estates therein which may, from time to

                  time, by supplemental mortgage or otherwise be expressly made

                  subject to the lien of this Security Instrument;



         (c)      Improvements. The buildings, structures, fixtures, additions,

                  enlargements, extensions, modifications, repairs, replacements

                  and improvements now or hereafter erected or located on the

                  Land (the "Improvements");



         (d)      Easements. All easements, rights-of-way or use, rights, strips

                  and gores of land, streets, ways, alleys, passages, sewer

                  rights, water, water courses, water rights and powers, air

                  rights and development rights, and all estates, rights,



{PAGE}





                  titles, interests, privileges, liberties, servitudes,

                  tenements, hereditaments and appurtenances of any nature

                  whatsoever, in any way now or hereafter belonging, relating or

                  pertaining to the Land and the Improvements and the reversion

                  and reversions, remainder and remainders, and all land lying

                  in the bed of any street, road or avenue, opened or proposed,

                  in front of or adjoining the Land, to the center line thereof

                  and all the estates, rights, titles, interests, dower and

                  rights of dower, curtesy and rights of curtesy, property,

                  possession, claim and demand whatsoever, both at law and in

                  equity, of Borrower of, in and to the Land and the

                  Improvements and every part and parcel thereof, with the

                  appurtenances thereto;



         (e)      Fixtures and Personal Property. All machinery, equipment,

                  fixtures (including, but not limited to, all heating, air

                  conditioning, plumbing, lighting, communications and elevator

                  fixtures) and other property of every kind and nature

                  whatsoever owned by Borrower, or in which Borrower has or

                  shall have an interest, now or hereafter located upon the Land

                  and the Improvements, or appurtenant thereto, and usable in

                  connection with the present or future operation and occupancy

                  of the Land and the Improvements and all building equipment,

                  materials and supplies of any nature whatsoever owned by

                  Borrower, or in which Borrower has or shall have an interest,

                  now or hereafter located upon the Land and the Improvements,

                  or appurtenant thereto, or usable in connection with the

                  present or future operation and occupancy of the Land and the

                  Improvements (collectively, the "Personal Property"), and the

                  right, title and interest of Borrower in and to any of the

                  Personal Property which may be subject to any security

                  interests, as defined in the Uniform Commercial Code, as

                  adopted and enacted by the state or states where any of the

                  Property is located (the "Uniform Commercial Code"), superior

                  in lien to the lien of this Security Instrument and all

                  proceeds and products of the above;



         (f)      Leases and Rents. All leases, subleases and other agreements

                  affecting the use, enjoyment or occupancy of the Land and/or

                  the Improvements heretofore or hereafter entered into and all

                  extensions, amendments and modifications thereto, whether

                  before or after the filing by or against Borrower of any

                  petition for relief under 11 U. S. C. ss.101 et seq., as the

                  same may be amended from time to time (the "Bankruptcy Code")

                  (the "Leases") and all right, title and interest of Borrower,

                  its successors and assigns therein and thereunder, including,

                  without limitation, cash or securities deposited thereunder to

                  secure the performance by the lessees of their obligations

                  thereunder and all rents, additional rents, revenues, issues

                  and profits (including all oil and gas or other mineral

                  royalties and bonuses) from the Land and the Improvements

                  whether paid or accruing before or after the filing by or

                  against Borrower of any petition for relief under the

                  Bankruptcy Code (the "Rents") and all proceeds from the sale

                  or other disposition of the Leases and the right to receive

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