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                   PORT RICHMOND ASSOCIATES LLC, as mortgagor

                                                   (Borrower)



                                       to



                     THE CHASE MANHATTAN BANK, as mortgagee

                                                    (Lender)



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

                                  MORTGAGE AND

                               SECURITY AGREEMENT

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



                Dated:      As of April 2, 1998



                Location:   Port Richmond Village Shopping Center

                            2403-2499 Aramingo Avenue

                            Philadelphia, Pennsylvania



                City:       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.:    86000-00519



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{PAGE}









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

is made as of the 2nd day of April, 1998, by PORT RICHMOND ASSOCIATES LLC, a New

York limited liability company, 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 is the fee owner of the Land (hereinafter defined).



               In addition, Borrower intends to hereafter acquire a leasehold

estate in certain land described in Exhibit B attached hereto arising pursuant

to that certain Ground Lease by and between the Commonwealth of Pennsylvania,

acting through the Department of Transportation (the "Owner"), as ground lessor,

and Urban Center Associates, as ground lessee, dated August 12, 1988, which

lease shall be assigned on the date hereof to Borrower and effective upon

consent to assignment by Owner (collectively, the "Ground Lease").



               Borrower by its promissory note of even date herewith given to

Lender is indebted to Lender in the principal sum of TWELVE MILLION AND 00/100

DOLLARS ($12,000,000) 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) Ground Lease. The Ground Lease and the leasehold estate

              created thereby in the real property described therein and in

              Exhibit B attached hereto which is made a part hereof;









{PAGE}









                     (c) Pursuant to the terms of Section 24.1 hereof all

              assignments, modifications, extensions and renewals of the Ground

              Lease and all credits, deposits, options, privileges and rights of

              Borrower as tenant under the Ground Lease, including, but not

              limited to, the right, if any, to renew or extend the Ground Lease

              for a succeeding term or terms, and also including all the right,

              title, claim or demand whatsoever of Borrower either in law or in

              equity, in possession or expectancy, of, in and to Borrower's

              right, as tenant under the Ground Lease, to elect under Section

              365(h)(1) of the Bankruptcy Code, Title 11 U.S.C.A. ss.101 et seq.

              (the "Bankruptcy Code") to terminate or treat the Ground Lease as

              terminated in the event (i) of the bankruptcy, reorganization or

              insolvency of the Owner, and (ii) the rejection of the Ground

              Lease by the Owner, as debtor in possession, or by a trustee for

              the Owner, pursuant to Section 365 of the Bankruptcy Code;



                     (d) 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;



                      (e) Improvements. The buildings, structures, fixtures,

              additions, enlargements, extensions, modifications, repairs,

              replacements and improvements now or hereafter erected or

              located on the Land (the "Improvements");



                      (f) 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, 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/or the Improvements, including, but not limited to, those

              arising under and by virtue of the Ground Lease 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/or

              the Improvements, including, but not limited to those arising

              under and by virtue of the Ground Lease and every part and parcel

              thereof, with the appurtenances thereto;



                      (g) 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

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