CONSTRUCTION LOAN AGREEMENT

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                                                                   EXHIBIT 10.16

                           CONSTRUCTION LOAN AGREEMENT

BORROWER: OCM Development, LLC                  LENDER: Independent Bank West
          1971 E. Beltline Avenue, Suite 200            Michigan
          Grand Rapids, MI 49525                        4200 E. Beltline NE
                                                       Grand Rapids, MI 49525
                                                       (616) 363-1207

THIS CONSTRUCTION LOAN AGREEMENT DATED _______________ IS MADE AND EXECUTED
BETWEEN OCM DEVELOPMENT, LLC ("BORROWER") AND INDEPENDENT BANK WEST MICHIGAN
("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS APPLIED TO LENDER
FOR ONE OR MORE LOANS FOR PURPOSES OF CONSTRUCTING THE IMPROVEMENTS ON THE REAL
PROPERTY DESCRIBED BELOW. LENDER IS WILLING TO LEND THE LOAN AMOUNT TO BORROWER
SOLELY UNDER THE TERMS AND CONDITIONS SPECIFIED IN THIS AGREEMENT AND IN THE
RELATED DOCUMENTS, TO EACH OF WHICH BORROWER AGREES. BORROWER UNDERSTANDS AND
AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING
UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS AS SET FORTH IN THIS
AGREEMENT, AND (B) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.

TERM. This Agreement shall be effective as of _____________ and shall continue
in full force and effect until such time as all of Borrower's Loans in favor of
Lender have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until such time as the parties
may agree in writing to terminate this Agreement.

LOAN. The Loan shall be in an amount not to exceed the principal sum of U.S.
___________ and shall bear interest on so much of the principal sum as shall be
advanced pursuant to the terms of this Agreement and the Related Documents. The
Loan shall bear interest on each Advance from the date of the Advance in
accordance with the terms of the Note. Borrower shall use the Loan Funds solely
for the payment of: (A) the costs of constructing the Improvements and equipping
the Project in accordance with the Construction Contract; (B) other costs and
expenses incurred or to be incurred in connection with the construction of the
Improvements as Lender in its sole discretion shall approve; and (C) if
permitted by Lender, interest due under the Note, including all expenses and all
loan and commitment fees described in this Agreement. The Loan amount shall be
subject at all times to all maximum limits and conditions set forth in this
Agreement or in any of the Related Documents, including without limitation, any
limits relating to loan to value ratios and acquisition and Project costs.

PROJECT DESCRIPTION. The word "Project" as used in this Agreement means the
construction and completion of all improvements contemplated by this Agreement,
including without limitation the erection of the building or structure on the
Real Property identified to this Agreement by Borrower and Lender, installation
of equipment and fixtures, landscaping, and all other work necessary to make the
Project usable and complete for the intended purposes. The Project includes the
following work:

CONSTRUCTION OF O'CHARLEY'S RESTAURANT.

The word "Property" as used in this Agreement means the Real Property together
with all improvements, all equipment, fixtures, and other articles of personal
property now or subsequently attached or affixed to the Real Property, together
with all accessions, parts, and additions to, all replacements of, and all
substitutions for any such property, and all proceeds (including insurance
proceeds and refunds of premiums) from any sale or other disposition of such
property. THE REAL ESTATE DESCRIBED BELOW CONSTITUTES THE REAL PROPERTY AS USED
IN THIS AGREEMENT.

THE REAL ESTATE OR ITS ADDRESS IS COMMONLY KNOWN AS:

          Real Property located at ____________________________________________.

FEES AND EXPENSES. Whether or not the Project shall be consummated, Borrower
shall assume and pay upon demand all out-of-pocket expenses incurred by Lender
in connection with the preparation of loan documents and the making of the Loan,
including without limitation the following: (A) all closing costs, loan fees,
and disbursements; (B) all expenses of Lender's legal counsel; and (C) all title
examination fees, title insurance premiums, appraisal fees, survey costs,
required fees, and filing and recording fees.

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                           CONSTRUCTION LOAN AGREEMENT
                                    (CONTINUED)

                                                                          PAGE 2


NO CONSTRUCTION PRIOR TO RECORDING OF SECURITY DOCUMENT. Borrower will not
permit any work or materials to be furnished in connection with the Project
until (A) Borrower has signed the Related Documents; (B) Lender's mortgage or
deed of trust and other Security Interests in the Property have been duly
recorded and perfected; (C) Lender has been provided evidence, satisfactory to
Lender, that Borrower has obtained all insurance required under this Agreement
or any Related Documents and that Lender's liens on the Property and
Improvements are valid perfected first liens, subject only to such exceptions,
if any, acceptable to Lender.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any indebtedness exists;

ORGANIZATION. Borrower is a limited liability company which is, and at all times
shall be, duly organized, validly existing, and in good standing under and by
virtue of the laws of the State of Michigan. Borrower is duly authorized to
transact business in all other states in which Borrower is doing business,
having obtained all necessary filings, governmental licenses and approvals for
each state in which Borrower is doing business. Specifically, Borrower is, and
at all times shall be, duly qualified as a foreign limited liability company in
all states in which the failure to so qualify would have a material adverse
effect on its business or financial condition. Borrower has the full power and
authority to own its properties and to transact the business in which it is
presently engaged or presently proposed to engage. Borrower maintains an office
at 1971 E. Beltline Avenue, Suite 200, Grand Rapids, MI 49525. Unless Borrower
has designated otherwise in writing, the principal office is the office at which
Borrower keeps its books and records including its records concerning the
Collateral. Borrower will notify Lender prior to any change in the location of
Borrower's state of organization or any change in Borrower's name. Borrower
shall do all things necessary to preserve and to keep in full force and effect
its existence, rights and privileges, and shall comply with all regulations,
rules, ordinances, statutes, orders and decrees of any governmental or
quasi-governmental authority or court applicable to Borrower and Borrower's
business activities.

ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or filings
required by law relating to all assumed business names used by Borrower.
Excluding the name of Borrower, the following is a complete list of all assumed
business names under which Borrower does business:

<TABLE>
<CAPTION>
Borrower                           Assumed Business Name               Filing Location    Date
--------                -------------------------------------------    ---------------    ----
<S>                     <C>                                            <C>                <C>
OCM Development, LLC    O'Charley's Development Company of Michigan
</TABLE>

AUTHORIZATION. Borrower's execution, delivery, and performance of this Agreement
and all the Related Documents have been duly authorized by all necessary action
by Borrower and do not conflict with, result in a violation of, or constitute a
default under (1) any provision of (a) Borrower's articles of organization or
membership agreements, or (b) any agreement or other instrument binding upon
Borrower or (2) any law, governmental regulation, court decree, or order
applicable to Borrower or to Borrower's properties.

FINANCIAL INFORMATION. Each of Borrower's financial statements supplied to
Lender truly and completely disclosed Borrower's financial condition as of the
date of the statement, and there has been no material adverse change in
Borrower's financial condition subsequent to the date of the most recent
financial statement supplied to Lender. Borrower has no material contingent
obligations except as disclosed in such financial statements.

LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
Borrower is required to give under this Agreement when delivered will constitute
legal, valid, and binding obligations of Borrower enforceable against Borrower
in accordance with their respective terms.

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                           CONSTRUCTION LOAN AGREEMENT
                                    (CONTINUED)

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PROPERTIES. Except as contemplated by this Agreement or as previously disclosed
in Borrower's financial statements or in writing to Lender and as accepted by
Lender, and except for property tax liens for taxes not presently due and
payable, Borrower owns and has good title to all of Borrower's properties free
and clear of all Security Interests, and has not executed any security documents
or financing statements relating to such properties. All of Borrower's
properties are titled in Borrower's legal name, and Borrower has not used or
filed a financing statement under any other name for at least the last five (5)
years.

HAZARDOUS SUBSTANCES. Except as disclosed to and acknowledged by Lender in
writing, Borrower represents and warrants that: (1) During the period of
Borrower's ownership of Borrower's Collateral, there has been no use,
generation, manufacture, storage, treatment, disposal, release or threatened
release of any Hazardous Substance by any person on, under, about or from any of
the Collateral. (2) Borrower has no knowledge of, or reason to believe that
there has been (a) any breach or violation of any Environmental Laws; (b) any
use, generation, manufacture, storage, treatment, disposal, release or
threatened release of any Hazardous Substance on, under, about or from the
Collateral by any prior owners or occupants of any of the Collateral; or (c) any
actual or threatened litigation or claims of any kind by any person relating to
such matters. (3) Neither Borrower nor any tenant, contractor, agent or other
authorized user of any of the Collateral shall use, generate, manufacture,
store, treat, dispose of or release any Hazardous Substance on, under about or
from any of the Collateral; and any such activity shall be conducted in
compliance with all applicable federal, state, and local laws, regulations, and
ordinances, including without limitation all Environmental Laws. Borrower
authorizes Lender and its agents to enter upon the Collateral to make such
inspections and tests as Lender may deem appropriate to determine compliance of
the Collateral with this section of the Agreement. Any inspections or tests made
by Lender shall be at Borrower's expense and for Lender's purposes only and
shall not be construed to create any responsibility or liability on the part of
Lender to Borrower or to any other person. The representations and warranties
contained herein are based on Borrower's due diligence in investigating the
Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1)
releases and waives any future claims against Lender for indemnity or
contribution in the event Borrower becomes liable for cleanup or other costs
under any such laws, and (2) agrees to indemnify and hold harmless Lender
against any and all claims, losses, liabilities, damages, penalties, and
expenses which Lender may directly or indirectly sustain or suffer resulting
from a breach of this section of the Agreement or as a consequence of any use,
generation, manufacture, storage, disposal, release or threatened release of a
hazardous waste or substance on the Collateral. The provisions of this section
of the Agreement, including the obligation to indemnify, shall survive the
payment of the indebtedness and the termination, expiration or satisfaction of
this Agreement and shall not be affected by Lender's acquisition of any interest
in any of the Collateral, whether by foreclosure or otherwise.

LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against Borrower
is pending or threatened, and no other event has occurred which may materially
adversely affect Borrower's financial condition or properties, other than
litigation, claims, or other events, if any, that have been disclosed to and
acknowleged by Lender in writing.

TAXES. To the best of Borrower's knowledge, all of Borrower's tax returns and
reports that are or were required to be filed, have been filed, and all taxes,
assessments and other governmental charges have been paid in full, except those
presently being or to be contested by Borrower in good faith in the ordinary
course of business and for which adequate reserves have been provided.

LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing,
Borrower has not entered into or granted any Security Agreements, or permitted
the filing or attachment of any Security Interests on or affecting any of the
Collateral directly or indirectly securing repayment of Borrower's Loan and
Note, that would be prior or that may in any way be superior to Lender's
Security Interests and rights in and to such Collateral.

BINDING EFFECT. This Agreement, the Note, all Security Agreements (if any), and
all Related Documents are binding upon the signers thereof, as well as upon
their successors, representatives and assigns, and are legally enforceable in
accordance with their respective terms.

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                           CONSTRUCTION LOAN AGREEMENT
                                   (CONTINUED)

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TITLE TO PROPERTY. Borrower has, or on the date of first disbursement of Loan
proceeds will have, good and marketable title to the Collateral free and clear
of all defects, liens, and encumbrances, excepting only liens for taxes,
assessments, or governmental charges or levies not yet delinquent or payable
without penalty or interest, and such liens and encumbrances as may be approved
in writing by the Lender. The Collateral is contiguous to publicly dedicated
streets, roads, or highways providing access to the Collateral.

PROJECT COSTS. The Project costs are true and accurate estimates of the costs
necessary to complete the improvements in a good and workmanlike manner
according to the Plans and Specifications presented by Borrower to Lender, and
Borrower shall take all steps necessary to prevent the actual cost of the
Improvements from exceeding the Project costs.

UTILITY SERVICES. All utility services appropriate to the use of the Project
after completion of construction are available at the boundaries of the
Collateral.

ASSESSMENT OF PROPERTY. The Collateral is and will continue to be assessed and
taxed as an independent parcel by all governmental authorities.

COMPLIANCE WITH GOVERNING AUTHORITIES. Borrower has examined and is familiar
with all the easements, covenants, conditions, restrictions, reservations,
building laws, regulations, zoning ordinances, and federal, state, and local
requirements affecting the Project. The Project will at all times and in all
respects conform to and comply with the requirements of such easements,
covenants, conditions, restrictions, reservations, building laws, regulations,
zoning ordinances, and federal, state, and local requirements.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees that
in making the Loan, Lender is relying on all representations, warranties, and
covenants made by Borrower in this Agreement or in any certificate or other
instrument delivered by Borrower to Lender under this Agreement or the Related
Documents. Borrower further agrees that regardless of any investigation made by
Lender, all such representations, warranties and covenants will survive the
making of the Loan and delivery to Lender of the Related Documents, shall be
continuing in nature, and shall remain in full force and effect until such time
as Borrower's indebtedness shall be paid in full, or until this Agreement shall
be terminated in the manner provided above, whichever is the last to occur.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

APPROVAL OF CONTRACTORS, SUBCONTRACTORS, AND MATERIALMEN. Lender shall have
approved a list of all contractors employed in connection with the construction
of the Improvements, showing the name, address, and telephone number of each
contractor, a general description of the nature of the work to be done, the
labor and materials to be supplied, the names of materialmen, if known, and the
approximate dollar value of the labor, work, or materials with respect to each
contractor or materialman. Lender shall have the right to communicate with any
person to verify the facts disclosed by the list or by any application for any
Advance, or for any other purpose.

PLANS, SPECIFICATIONS, AND PERMITS. Lender shall have received and accepted a
complete set of written Plans and Specifications setting forth all Improvements
for the Project, and Borrower shall have furnished to Lender copies of all
permits and requisite approvals of any governmental body necessary for the
construction and use of the Project.

ARCHITECT'S AND CONSTRUCTION CONTRACTS. Borrower shall have furnished in form
and substance satisfactory to Lender an executed copy of the Architect's
Contract and an executed copy of the Construction Contract.

BUDGET AND SCHEDULE OF ESTIMATED ADVANCES. Lender shall have approved detailed
budget and cash flow projections of total Project costs and a schedule of the
estimated amount and time of disbursements of each Advance.

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                           CONSTRUCTION LOAN AGREEMENT
                                   (CONTINUED)

                                                                          PAGE 5


BORROWER'S AUTHORIZATION. Borrower shall have provided in form and substance
satisfactory to Lender properly certified resolutions, duly authorizing the
consummation of the Project and duly authorizing the execution and delivery of
this Agreement, the Note and the Related Documents. In addition, Borrower shall
have provided such other resolutions, authorizations, documents and instruments
as Lender or its counsel, in their sole discretion, may require.

BOND. If requested by Lender, Borrower shall have furnished a performance and
payment bond in an amount equal to 100% of the amount of the Construction
Contract, as well as a materialmen's and mechanics' payment bond, with such
riders and supplements as Lender may require, each in form and substance
satisfactory to Lender, naming the General Contractor as principal and Lender as
an additional obligee.

APPRAISAL. If required by Lender, an appraisal shall be prepared for the
Property, at Borrower's expense, which in form and substance shall be
satisfactory to Lender, in Lender's sole discretion, including applicable
regulatory requirements.

PLANS AND SPECIFICATIONS. If requested by Lender, Borrower shall have assigned
to Lender on Lender's forms the Plans and Specifications for the Project.

ENVIRONMENTAL REPORT. If requested by Lender, Borrower shall have furnished to
Lender, at Borrower's expense, an environmental report and certificate on the
Property in form and substance satisfactory to Lender, prepared by an engineer
or other expert satisfactory to Lender stating that the Property complies with
all applicable provisions and requirements of the "Hazardous Substances"
paragraph set forth in this Agreement.

SOIL REPORT. If requested by Lender, Borrower shall have furnished to Lender, at
Borrower's expense, a soil report for the Property in form and substance
satisfactory to Lender, prepared by a registered engineer satisfactory to Lender
stating that the Property is free from soil or other geological conditions that
would preclude its use or development as contemplated without extra expense for
precautionary, corrective or remedial measures.

SURVEY. If requested by Lender, Borrower shall have furnished to Lender a survey
of recent date, prepared and certified by a qualified surveyor and providing
that the improvements, if constructed in accordance with the Plans and
Specifications, shall lie wholly within the boundaries of the Collateral without
encroachment or violation of any zoning ordinances, building codes or
regulations, or setback requirements, together with such other information as
Lender in its sole discretion may require.

ZONING. Borrower shall have furnished evidence satisfactory to Lender that the
Collateral is duly and validly zoned for the construction, maintenance, and
operation of the Project.

TITLE INSURANCE. Borrower shall have provided to Lender an ALTA Lender's
extended coverage policy of title insurance with such endorsements as Lender may
require, issued by a title insurance company acceptable to Lender and in a form,
amount, and content satisfactory to Lender, insuring or agreeing to insure that
Lender's security agreement or other security document on the Property is or
will be upon recordation a valid first lien on the Property free and clear of
all defects, liens, encumbrances, and exceptions except those as specifically
accepted by Lender in writing. If requested by Lender, Borrower shall provide to
Lender, at Borrower's expense, a foundation endorsement to the title policy upon
the completion of each foundation for the Improvements, showing no
encroachments, and upon completion an endorsement which insures the lien-free
completion of the Improvements.

INSURANCE. Unless waived by Lender in writing, Borrower shall have delivered to
Lender the following insurance policies or evidence thereof: (a) an all risks
course of construction insurance policy (builder's risk), with extended coverage
covering the Improvements issued in an amount and by a company acceptable to
Lender, containing a loss payable or other endorsement satisfactory to Lender
insuring Lender as mortgagee, together with such other endorsements as may be
required by Lender, including stipulations and coverages will not be cancelled
or diminished without at least (30) days prior written notice to Lender; (b)
owners and General Contractor general liability insurance, public liability and
workmen's compensation insurance; (c) flood insurance if required by Lender or
applicable law; and (d) all other insurance required by this Agreement or by the
Related Documents.

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                           CONSTRUCTION LOAN AGREEMENT
                                    (CONTINUED)

                                                                          PAGE 6


WORKERS' COMPENSATION COVERAGE. Provide to Lender proof of the General
Contractor's compliance with all applicable workers' compensation laws and
regulations with regard to all work performed on the Project.

PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as specified in this
Agreement or any Related Document.

SATISFACTORY CONSTRUCTION. All work usually done at the stage of construction
for which disbursement is requested shall have been done in a good and
workmanlike manner and all materials and fixtures usually furnished and
installed at that stage of construction shall have been furnished and installed,
all in compliance with the Plans and Specifications. Borrower shall also have
furnished to Lender such proofs as Lender may require to establish the progress
of the work, compliance with applicable laws, freedom of the Property from
liens, and the basis for the requested disbursement.

CERTIFICATION. Borrower shall have furnished to Lender a certification by an
engineer, architect, or other qualified inspector acceptable to Lender that the
construction of the Improvements has complied and will continue to comply with
all applicable statutes, ordinances, codes, regulations, and similar
requirements.

LIEN WAIVERS. Borrower shall have obtained and attached to each application for
an Advance, including the Advance to cover final payment to the General
Contractor, executed acknowledgments of payments of all sums due and releases of
mechanic's and materialmen's liens, satisfactory to Lender, from any party
having lien rights, which acknowledgments of payment and releases of liens shall
cover all work, labor, equipment, materials done, supplied, performed, or
furnished prior to such application for an Advance.

NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
condition which would constitute an Event of Default under this Agreement or
under any Related Document.

DISBURSEMENT OF LOAN FUNDS. The following provisions relate to the disbursement
of funds from the Loan Fund.

APPLICATION FOR ADVANCES. Each application shall be stated on a standard AIA
payment request form or other form approved by Lender, executed by Borrower, and
supported by such evidence as Lender shall reasonably require. Borrower shall
apply only for disbursement with respect to work actually done by the General
Contractor and for materials and equipment actually incorporated into the
Project. Each application for an Advance shall be deemed a certification of
Borrower that as of the date of such application, all representations and
warranties contained in the Agreement are true and correct, and that Borrower is
in compliance with all of the provisions of this Agreement.

PAYMENTS. At the sole option of Lender, Advances may be paid in the joint names
of Borrower and the General Contractor, subcontractor(s), or supplier(s) in
payment of sums due under the Construction Contract. At its sole option, Lender
may directly pay the General Contractor and any subcontractors or other parties
the sums due under the Construction Contract. Borrower appoints Lender as its
attorney-in-fact to make such payments. This power shall be deemed coupled with
an interest, shall be irrevocable, and shall survive an Event of Default under
this Agreement.

PROJECTED COST OVERRUNS. If Lender at any time determines in its sole discretion
that the amount in the Loan Fund is insufficient, or will be insufficient, to
complete fully and to pay for the Project, then within ten (10) days after
receipt of a written request from Lender, Borrower shall deposit in the Loan
Fund an amount equal to the deficiency as determined by Lender. The judgment and
determination of Lender under this section shall be final and conclusive. Any
such amounts deposited by Borrower shall be disbursed prior to any Loan
proceeds.

FINAL PAYMENT TO GENERAL CONTRACTOR. Upon completion of the Project and
fulfillment of the Construction Contract to the satisfaction of Lender and
provided sufficient Loan Funds are available, Lender shall make and Advance to
cover the final payment due to the General Contractor upon delivery to Lender of
endorsements to the ALTA title insurance policy following the posting of the
completion notice, as provided under applicable law. Construction shall not be
deemed complete for purposes of final disbursement unless and until Lender shall
have received all of the following:

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                           CONSTRUCTION LOAN AGREEMENT
                                   (CONTINUED)

                                                                          PAGE 7


     1)    Evidence satisfactory to Lender that all work under the Construction
          Contract requiring inspection by any governmental authority with
          jurisdiction has been duly inspected an approved by such authority,
          that a certificate of occupancy has been issued, and that all parties
          performing work have been paid, or will be paid, for such work;

     2)    A certification by an engineer, architect, or other qualified
          inspector acceptable to Lender that the Improvements have been
          completed substantially in accordance with the Plans and
          Specifications and the Construction Contract, that direct connection
          has been made to all utilities set forth in the Plans and
          Specifications, and that the Project is ready for occupancy; and

     3)    Acceptance of the completed improvements by Lender and Borrower.

CONSTRUCTION DEFAULT. If Borrower fails in any respect to comply with the
provisions of this Agreement or if construction ceases before completion
regardless of the reason, Lender, at its option, may refuse to make further
Advances, may accelerate the indebtedness under the terms of the Note, and
without thereby impairing any of its rights, powers, or privileges, may enter
into possession of the construction site and perform or cause to be performed
any and all work and labor necessary to complete the improvements, substantially
in accordance with the Plans and Specifications.

DAMAGE OR DESTRUCTION. If any of the Collateral or Improvements is damaged or
destroyed by casualty of any nature, within sixty (60) days thereafter Borrower
shall restore the Collateral and Improvements to the condition in which they
were before such damage or destruction with funds other than those in the Loan
Fund. Lender shall not be obligated to make disbursements under this Agreement
until such restoration has been accomplished.

ADEQUATE SECURITY. When any event occurs that Lender determines may endanger
completion of the Project or the fulfillment of any condition or covenant in
this Agreement, Lender may require Borrower to furnish, within ten (10) days
after delivery of a written request, adequate security to eliminate, reduce, or
indemnify Lender against, such danger. In addition, upon such occurrence, Lender
in its sole discretion may advance funds or agree to undertake to advance funds
to any party to eliminate, reduce, or indemnify Lender against, such danger or
to complete the Project. All sums paid by Lender pursuant to such agreements or
undertakings shall be for Borrower's account and shall be without prejudice to
Borrower's rights, if any, to receive such funds from the party to whom paid.
All sums expended by Lender in the exercise of its option to complete the
Project or protect Lender's interests shall be payable to Lender on demand
together with interest from the date of the Advance at the rate applicable to
the Loan. In addition, any Advance of funds under this Agreement, including
without limitation direct disbursements to the General Contractor or other
parties in payment of sums due under the Construction Contract, shall be deemed
to have been expended by or on behalf of Borrower and to have been secured by
Lender's Mortgage, if any, on the Collateral.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

LIMITATION OF RESPONSIBILITY. The making of any Advance by Lender shall not
constitute or be interpreted as either (A) an approval or acceptance by Lender
of the work done through the date of the Advance, or (B) a representation or
indemnity by Lender to any party against any deficiency or defect in the work or
against any breach of contract. Inspections and approvals of the Plans and
Specifications, the improvements, the workmanship and materials used in the
Improvements, and the exercise of any other right of inspection, approval, or
inquiry granted to Lender in this Agreement are acknowledged to be solely for
the protection of Lender's interests, and under no circumstances shall they be
construed to impose any responsibility of any nature whatsoever on Lender to any
party. Neither Borrower nor any contractor, subcontractor, materialman, laborer,
or any other person shall rely, or have any right to rely, upon Lender's
determination

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                           CONSTRUCTION LOAN AGREEMENT
                                   (CONTINUED)

                                                                           PAGE 8


of the appropriateness of any Advance. No disbursement or approval by Lender
shall constitute a representation by Lender as to the nature of the Project, its
construction, or is intended use for Borrower or for any other person, nor shall
it constitute an indemnity by Lender to Borrower