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(Stamford, CT) Assignment of Leases and Rents - TSI Realty Co. and GMAC Commercial Mortgage Corp.

                        ASSIGNMENT OF LEASES AND RENTS

     THIS ASSIGNMENT (herein so called), made as of this 12 day of December,
1997, by TSI REALTY COMPANY, a Delaware corporation (the 'Assignor'), whose
mailing address is 1241 East Main Street, Stamford, CT  06902 to GMAC COMMERCIAL
MORTGAGE CORPORATION (the 'Assignee'), whose mailing address is 650 Dresher
Road, Horsham, PA  19044;


     The following recitals are true and correct:

     A.  Assignor has executed and delivered to Assignee a Promissory Note
(hereinafter, together with all amendments thereto and modifications thereof,
called the 'Note') of even date herewith in the principal sum of $12,000,000,
and as security for the Note Assignor has executed and delivered in favor of
Assignee an Open End Mortgage Deed, Assignment of Rents and Security Agreement
(hereinafter, together with all amendments thereto and modifications thereof,
called the 'Instrument') of even date herewith covering certain real estate
located in City of Stamford, Fairfield County, Connecticut, and more
particularly described in Exhibit A which is attached hereto and incorporated
herein by reference, together with all buildings, improvements and other
property more particularly described in the Instrument, and all fixtures,
furnishings, machinery, equipment and other tangible property owned by Assignor
and located on or used in connection with such real property (all of which real
and personal properties are herein called the 'Property').  The Note, this
Assignment, the Instrument, the Environmental Indemnity Agreement (herein so
called), dated of even date herewith, executed by Assignor and Assignee, and any
other agreement or instrument now or hereafter evidencing, governing or securing
the loan (the 'Loan') evidenced by the Note are hereinafter collectively called
'Loan Documents' and singularly called a 'Loan Document'.

     B.  In connection with the execution and delivery of the Note, Assignee has
required that Assignor absolutely assign to Assignee all of Assignor's right,
title and interest in, to and under any and all leases (hereinafter collectively
referred to as the 'Leases' and singularly as a 'Lease') now or hereafter in
existence (as amended or supplemented from time to time) and covering space in
or applicable to the Property, including, but not limited to those leases set
forth on Schedule '1' attached hereto and made part hereof, and Assignor desires
and intends by this 

instrument to absolutely assign to Assignee all of Assignor's right, title and
interest in, to and under the Leases.

     THEREFORE, Assignor agrees as follows:

     1.  Assignor does hereby absolutely and unconditionally grant, transfer,
bargain, sell, assign, convey, and set over unto Assignee, its successors and
assigns, all of the right, title and interest of Assignor in, to and under the
Leases, together with all rents, earnings, income, profits, benefits and
advantages arising from the Property and from said Leases and all other sums due
or to become due under and pursuant thereto, and together with any and all
guarantees of or under any of said Leases, and together with all rights, powers,
privileges, options and other benefits of Assignor as lessor under the Leases,
including, without limitation, the immediate and continuing right to receive and
collect all rents, income, revenues, issues, profits, condemnation awards,
insurance proceeds, moneys and security payable or receivable under the Leases
or pursuant to any of the provisions thereof, whether as rent or otherwise, the
right to accept or reject any offer made by any tenant pursuant to its Lease to
purchase the Property and any other property subject to the Lease as therein
provided and to perform all other necessary or appropriate acts with respect to
such Leases as agent and attorney-in-fact for Assignor, and the right to make
all waivers and agreements, to give and receive all notices, consents and
releases, to take such action upon the happening of a default under any Lease,
including the commencement, conduct and consummation of proceedings at law or in
equity as shall be permitted under any provision of any Lease or by any law, and
to do any and all other things whatsoever which the Assignor is or may become
entitled to do under any such Lease. It is intended by Assignor that this
Assignment constitute a present, absolute assignment of the Leases, and not an
assignment for additional security only. Notwithstanding the provisions of this
paragraph 1, so long as no default shall exist under the Note or any of the Loan
Documents and no event shall have occurred which by the lapse of time or the
giving of notice, or both, has or would become an event of default thereunder,
Assignor shall have the revocable right and revocable license to occupy the
Property as landlord or otherwise and to collect, use and enjoy the rents,
issues and profits and other sums payable under and by virtue of any Lease (but
only as the same become due under the provisions of such Lease) and to enforce
the covenants of the Leases, provided that any amounts collected by Assignor
shall be held by Assignor in trust for the benefit of Assignee for use in the
payment of all sums due on the Loan.

     2.  This Assignment is made and given and shall remain in full force and
effect until: (a) the payment in full of all principal, interest and other sums
due under the Note; and (b) the performance and observance by Assignor of all of
the terms, covenants and conditions to be performed or observed under the other
Note and the other Loan Documents.

     3.  Assignor represents, warrants, covenants and agrees: (a) that Assignor
has good right and authority to make this Assignment, and Assignor holds the
entire and unencumbered rights of the landlord under each of the Leases; (b)
that neither Assignor nor any predecessor lessor has heretofore alienated,
assigned, pledged or otherwise disposed of or encumbered the Leases, which
remains effective as of the date hereof, or any of the sums due or to become due
thereunder, and that neither Assignor nor any predecessor lessor has performed
any acts or


executed any other Instruments which might prevent Assignee from operating under
any of the terms and conditions of this Assignment or which would limit Assignee
in such operation; (c) that Assignor has not accepted or collected rent or any
other payments under any Lease, other than required security deposits, for any
period subsequent to the current period for which such rent or other payment has
already become due and payable; (d) that Assignor has not executed or granted
any amendment or modification whatever of any of the Leases, either orally or in
writing, which deviate from the Lease terms shown in the rent roll (the 'Rent
Roll') delivered by Assignor to Assignee in connection with the execution of the
Note; (e) except as reflected in Schedule '1' that there is no default under any
of the Leases now existing and no event has occurred and is continuing which,
with the lapse of time or the giving of notice or both, would constitute an
event of default under any of the Leases; (f) that Assignor will observe,
perform and discharge, duly and punctually, all and singular the obligations,
terms, covenants, conditions and warranties of the Note, the Instrument, this
Assignment or any other Loan Document and any Lease, on the part of Assignor to
be kept, observed and performed; (g) to enforce the performance of each and
every obligation, term, covenant, condition and agreement in said Leases by any
tenant to be performed; (h) to appear in and defend any action or proceeding
arising under, occurring out of or in any manner connected with said Leases, or
the obligations, duties or liabilities of Assignor or any tenant thereunder, and
upon request by Assignee to do so in the name and on behalf of Assignee, but at
the expense of Assignor; (i) that Assignor will, upon the request of Assignee,
execute and deliver to Assignee such further instruments and do and perform such
other acts and things as Assignee may deem reasonably necessary or appropriate
to make effective this Assignment and the various covenants of Assignor herein
contained, and to more effectively vest in and secure to Assignee the sums due
or hereafter to become due under the Leases, including, without limitation, the
execution of such additional assignments as shall be deemed necessary by
Assignee effectively to vest in and secure to Assignee all rents, income and
profits from any and all Leases; (j) that Assignor will from time to time,
deliver to Assignee a true, correct and complete copy of each and every Lease
then affecting all or any portion of the Property; and (k) that in the event any
warranty or representation of Assignor herein shall be false, misleading or
materially inaccurate, or Assignor shall default in the observance or
performance of any obligation, term, covenant or condition hereof, then, in each
instance at the option of Assignee, the same shall constitute and be deemed to
be a default hereunder, under the Note and under the Instrument, thereby giving
Assignee the absolute right to declare all sums secured thereby and hereby
immediately due and payable and to exercise any and all rights and remedies
provided thereunder and hereunder as well as such remedies as may be available
at law or in equity.

     4.  Assignor covenants and agrees that it will not, without in each
instance the prior written consent of Assignee (a) enter into any new Lease
except for an 'Exempt Lease' as defined in paragraph 16 of the Instrument; (b)
[or except as set forth in the leases of guidelines attached hereto as Schedule
'2' and made party hereof] cancel any Lease nor accept a surrender thereof
except for an 'Exempt Lease' as defined in paragraph 16 of the Instrument; (c)
reduce the rent payable under any Lease nor accept payment of any installment of
rent in advance of the due date thereof except for an 'Exempt Lease' as defined
in paragraph 16 of the Instrument; (d) change, amend, altar or modify any Lease
or any of the terms or provisions thereof, nor grant any concession in
connection therewith except for an 'Exempt Lease' as defined in paragraph 16


of the Instrument; (e) consent to the release or reduction of the obligations of
the tenant under any Lease except for an 'Exempt Lease' as defined in paragraph
16 of the Instrument; (f) assign, pledge, encumber or otherwise transfer any
Lease or Assignor's rights thereunder; (g) consent to an assignment of tenant's
interest under any Lease or to a subletting thereof, except to the extent any
such assignment or subletting is specifically authorized by such Lease; or (h)
incur any indebtedness to the tenant or guarantor of any Lease, for borrowed
money or otherwise, which may under any circumstances be availed of as an offset
against the rent or other payments due thereunder; and any of the above acts, if
done without the consent of Assignee, shall be, at the option of Assignee, null
and void and shall constitute a default hereunder.

     5.  Assignor hereby consents to and irrevocably authorizes and directs the
tenants under the Leases and any successor to the interest of any of said
tenants, upon demand and notice from Assignee of Assignee's right to receive the
rent and other amounts due under such Leases, to pay to Assignee the rents and
other amounts due or to become due under the Leases, and said tenants shall have
the right to rely upon such demand and notice from Assignee and shall pay such
rents and other amounts to Assignee without any obligation or right to determine
the actual existence of any default or event claimed by Assignee as the basis
for Assignee's right to receive such rents and other amounts and notwithstanding
any notices from or claim of Assignor to the contrary, and Assignor shall have
no right to claim against said tenants for any such rents and other amounts so
paid by said tenants to Assignee.

     6.  Upon the occurrence of a default under the Note or any of the other
Loan Documents, the right and license granted to Assignor in paragraph 1 above
shall be automatically revoked and Assignee, at its option, shall have the
complete right, power and authority (a) without taking possession, to demand,
collect and receive and sue for the rents and other sums payable under the
Leases and, after deducting all reasonable costs and expenses of collection
(including, without limitation, attorneys' fees) as determined by Assignee,
apply the net proceeds thereof to the payment of any indebtedness secured
hereby; (b) to declare all sums secured hereby immediately due and payable, and,
at its option, exercise any or all of the rights and remedies contained in the
Note and in the Loan Documents; and (c) without regard to the adequacy of the
security, with or without process of law, personally or by agent or attorney, or
by a receiver to be appointed by court, then and thereafter to enter upon, take
and maintain possession of and operate the Property, or any part thereof,
together with all documents, books, records, papers, and accounts relating
thereto and exclude Assignor and its agents and servants therefrom, and hold,
operate, manage and control the Property, or any part thereof, as fully and to
the same extent as Assignor could do if in possession and in such event, without
limitation and at the expense of Assignor, from time to time cause to be made
all necessary or proper repairs, renewals, replacements, useful alterations,
additions, betterments and improvements to the Property, or any part thereof, as
Assignee deems judicious, and pay taxes, assessments and prior or proper charges
on the Property, or any part thereof, and insure and reinsure the same, and
lease the Property, or any part thereof, for such terms and on such terms as
Assignee deems desirable, including leases for terms expiring beyond the
maturity of the indebtedness secured by the Loan Documents and cancel any Lease
or sublease thereof for any cause or on any ground which would entitle Assignor
to cancel the same.


     7.  After payment of all proper charges and expenses, including the just
and reasonable compensation for the services of Assignee, its attorneys, agents,
clerks, servants and others employed by Assignee in connection with the
operation, management and control of the Property and the conduct of the
business thereof, and such further sums as may be sufficient to indemnify
Assignee from and against any liability, loss or damage on account of any matter
or thing done in good faith in pursuance of the rights and powers of Assignee
hereunder, Assignee may, at its option, credit the net amount of income which
Assignee may receive by virtue of this Assignment and from the Property to any
and all amounts due or owing to Assignee from Assignor under the terms and
provisions of the Note and the Loan Documents. The balance of such net income
shall be released to or upon the order of Assignor. The manner of the
application of such net income and the item or items which shall be credited
shall be within the sole discretion of Assignee.

     8.  The acceptance by Assignee of this Assignment, with all of the rights,
powers, privileges and authority so created, shall neither be deemed or
construed to constitute Assignee a mortgagee in possession nor at any time or in
any event to impose any obligation whatsoever upon Assignee to appear in or
defend any action or proceeding relating to the Leases or the Property, or to
take any action hereunder, or to expend any money or incur any expenses, or
perform or discharge any obligation, duty or liability under the Leases, or to
assume any obligation or responsibility for any security deposits or other
deposits delivered to Assignor by any tenant and not assigned and delivered to
Assignee, or render Assignee liable in any way for any injury or damage to
person or property sustained by any person or entity in, on, or about the

     9.  Assignor agrees that the collection of rents and the application
thereof as aforesaid or the entry upon and taking of possession of the Property,
or any part thereof, by Assignee shall not cure or waive any default, or waive,
modify or affect any notice of default under the Note or the Loan Documents, or
invalidate any act done pursuant to such notice, and the enforcement of such
right or remedy by Assignee, once exercised, shall continue for so long as
Assignee shall elect. If Assignee shall thereafter elect to discontinue the
exercise of any such right or remedy, the same or any other right or remedy
hereunder may be reasserted at any time and from time to time following any
subsequent default.

     10.  The rights and remedies of Assignee hereunder are cumulative and not
in lieu of, but are in addition to, any rights or remedies which Assignee shall
have under the Note, any of the Loan Documents, or at law or in equity, which
rights and remedies may be exercised by Assignee either prior to, simultaneously
with, or subsequent to, any action taken hereunder. The rights and remedies of
Assignee may be exercised from time to time and as often as such exercise is
deemed expedient, and the failure of Assignee to avail itself of any of the
terms, provisions and conditions of this Assignment for any period of time, at
any time or times, shall not be construed or deemed to be a waiver of any rights
under the terms hereof.

     11.  The right of Assignee to collect and receive the rents assigned
hereunder or to take possession of the Property, or to exercise any of the
rights or powers herein granted to Assignee shall, to the extent not prohibited
by law, also extend to the period from and after the 


filing of any suit to foreclose the lien created under any of the Loan Documents
which cover the Property, including any period allowed by law for the redemption
of the Property after any foreclosure sale.

     12.  Assignor agrees to indemnify, defend and hold Assignee harmless of,
from and against any and all liability, loss, damage or expense, which Assignee
may or might incur under or by reason of this Assignment, and of and from any
and all claims and demands whatsoever which may be asserted against Assignee by
reason of any alleged obligation or undertaking on the part of Assignee to
perform or discharge any of the terms, covenants or agreements contained in the
Leases. Should Assignee incur any such liability, loss or damage under or by
reason of this Assignment, or in the defense of any such claims or demands, the
amount thereof, including costs, expenses and reasonable attorneys' fees,
together with interest thereon at the same rate of interest as provided in the
Note with respect to the principal indebtedness of Assignor to Assignee, shall
be secured by this Assignment and by the Loan Documents, and Assignor shall
reimburse Assignee therefor immediately upon demand, and upon failure of
Assignor so to do, Assignee may declare all sums secured hereby immediately due
and payable.

     13.  In addition to the above, upon the occurrence of a default under the
Note or any of the Loan Documents, Assignor expressly consents to the
appointment of a receiver for the Property, without notice, either by the
Assignee or a court of competent jurisdiction, to take all acts in connection
with the Property permitted by law or in equity and to deduct from any and all
rents received from the Leases the customary or statutory amount in the county
wherein the Property is located, not to exceed five percent (5%) of such rents,
to compensate such receiver for its actions.

     14.  Assignor's address is stated in the Instrument. Except as otherwise
provided herein, wherever this Assignment requires notice to Assignor, such
notice shall be deemed to have been given on the day it is deposited in the
United States mail in a post paid wrapper addressed to Assignor at the Property,
or at such other address as Assignor may designate by notice in writing and
previously actually received by Assignee.

     15.  This Assignment shall be assignable by Assignee and all
representations, warranties, covenants, powers and rights herein contained shall
be binding upon, and inure to the benefit of, Assignor and Assignee and their
respective successors and assigns.

     16.  This Assignment may be executed, acknowledged and delivered in any
number of counterparts and each such counterpart shall constitute an original,
but together such counterparts shall constitute only one instrument.

     17.  If any one or more of the provisions of this Assignment, or the
applicability of any such provision to a specific situation, shall be held
invalid or unenforceable, such provision shall be modified to the minimum extent
necessary to make it or its application valid and enforceable, and the validity
and enforceability of all other provisions of this Assignment and all other
applications of any such provision shall not be affected thereby.


     18.  Upon a sale, conveyance, transfer or exchange of all or a part of the
Property, the term 'Assignor' as used herein shall include the transferee or
grantee in such transaction.  The preceding sentence shall not be deemed to
permit any sale, conveyance, transfer or exchange which is prohibited or
restricted by the terms of any Loan Document.

     19.  The terms of this Agreement shall be governed by the laws of the state
in which the Property is located.

     20.  If there is any conflict between the terms of this Agreement and the
terms of paragraph 26 of the Instrument, the terms of this Assignment shall

     21.  Subject to the qualifications below in this paragraph, the Assignor
shall be liable for payment and performance of all of the obligations, covenants
and agreements of the Assignor under the Note, the Instrument, this Assignment
and all other Loan Documents, to the full extent (but only to the extent) of all
of the Property and any other items, property or amounts which are collateral or
security for the Loan. If a default occurs in the timely and proper payment of
any portion of the Loan or in the timely performance of any obligations,
agreements or covenants under any of the Loan Documents, except as set forth
below in this paragraph, neither the Assignor, nor any partner of the Assignor
nor any partner, stockholder, director or officer of any partner of the
Assignor, shall be personally liable for the repayment of any of the principal
of, interest on, or prepayment fees or late charges, other charges or fees due
in connection with the Loan, the performance of any covenants of the Assignor
under the Note, the Instrument, this Assignment or any of the other Loan
Documents or for any deficiency judgment which the Assignee may obtain after
default by the Assignor. Notwithstanding the foregoing provisions of this
paragraph or any other agreement, the Assignor shall be fully liable and
personally liable for any and all: (1) liabilities, costs, losses, damages,
expenses or claims (including, without limitation, any reduction in the value of
the Property or any other items, property or amounts which are collateral or
security for the Loan) suffered or incurred by the Assignee by reason of or in
connection with (a) any fraud or misrepresentation by the Assignor in connection
with the Loan, including but not limited to any misrepresentation of the
Assignor contained in any Loan Document, (b) any failure to pay taxes, insurance
premiums (except to the extent that such taxes and insurance premiums are then
held by the Assignee), assessments, charges for labor or materials or other
charges that can create liens on any portion of the Property, (c) any
misapplication of (i) proceeds of insurance covering any portion of the
Property, or (ii) proceeds of the sale or condemnation of any portion of the
Property, or (d) any rentals, income, profits, issues and products received by
or on behalf of the Assignor subsequent to the date on which the Assignee gives
written notice that a default has occurred under the Loan and not applied to the
payment of principal or interest due under the Note or the payments of operating
expenses (excluding any operator's, manager's, or developer's fee payable to the
Assignor or any affiliate of the Assignor) of the Property, (e) any failure to
maintain, repair or restore the Property in accordance with any Loan Document to
the extent not covered by insurance proceeds made available to the Assignee, (f)
any failure by the Assignor to deliver to the Assignee all unearned advance
rentals and security deposits paid by tenants of the Property, received by or on
behalf of Assignor and not refunded to or forfeited by such tenants, (g) any
failure by the Assignor to return to, or reimburse the Assignee for, all
personalty taken from the Property by or on behalf of


the Assignor except in accordance with the provisions of the Instrument, and (h)
any and all indemnities given by the Assignor to the Assignee set forth in the
Environmental Indemnity Agreement or any other Loan Document in connection with
any environmental matter relating to the Property; and (2) court costs and all
attorneys' fees provided for in any Loan Document. Furthermore, no limitation of
liability or recourse provided above in this paragraph shall (x) apply to the
extent that the Assignee's rights of recourse to the Property are suspended,
reduced or impaired by or as a result of any act, omission or misrepresentation
of the Assignor or any other party now or hereafter liable for any part of the
Loan and accrued interest thereon, or by or as a result of any case, action,
suit or proceeding to which the Assignor or any such other party, voluntarily
becomes a party; or (y) constitute a waiver, forfeiture, abrogation or
limitation of or on any right accorded by any law establishing a debtor relief
proceeding, including, but not limited to, Title 11, U.S. Code, which right
provides for the assertion in such debtor relief proceeding of a deficiency
arising by reason of the insufficiency of collateral notwithstanding an
agreement of the Assignee not to assert such deficiency.



     23.  The Assignee shall have the right to assign, in whole or in part, the
Note, the Instrument, the Assignment and any other Loan Document and all of its
rights hereunder and thereunder, and all of the provisions herein and therein
shall continue to apply to the Loan. The Assignor shall have the right to
participate in the Loan with other parties.

     This Assignment may be executed in any number of duplicate originals and
each duplicate original shall be deemed to be an original.


     IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date
first above written.

WITNESS:                                   ASSIGNOR:

                                           TSI REALTY COMPANY

Name:_____________________________         By:_______________________________
__________________________________         Title:____________________________


Exhibit A:             Property Description


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