RELEASE AND TERMINATION 
                           OF UNCONDITIONAL GUARANTEE
                           OF PAYMENT AND PERFORMANCE


          THIS RELEASE AND TERMINATION OF UNCONDITIONAL GUARANTEE OF
     PAYMENT AND PERFORMANCE (this "Release") is made as of December ___,
     1993, by GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation
     ("GECC"), on the following terms and conditions:


                                    RECITALS:


          A.   GECC has made a loan (the "Loan") to MXM Mortgage Corp. and
     MXM Mortgage L.P. (collectively, "Borrower"), as evidenced by
     Promissory Note dated June 17, 1991, in the stated principal amount of
     $115,220,000, executed by MXM Mortgage Corp., bearing interest and
     being payable to the order of GECC as therein provided, and by
     Promissory Note dated December 30, 1992, in the stated principal
     amount of $17,740,000, executed by MXM Mortgage Corp., bearing
     interest and being payable to the order of GECC as therein provided
     (collectively, the "Note");

          B.   As a condition to GECC making the Loan, MAXXAM INC., a
     Delaware corporation, and MAXXAM GROUP INC., a Delaware corporation
     (Maxxam Inc. and Maxxam Group Inc. being herein collectively called
     "Guarantors"), executed and delivered to GECC that Unconditional
     Guarantee of Payment and Performance dated June 17, 1991 (the
     "Guarantee"), guaranteeing to GECC the payment and performance of
     certain obligations of Borrower relating to the Loan;

          C.   All capitalized terms in this Release, unless otherwise
     defined herein, shall have the same meanings assigned to such terms in
     the Guarantee;

          D.   Section 1.14 of the Guarantee provides that when Borrower
     and Guarantors shall have demonstrated that the annualized Net
     Operating Income of the Mortgage Loans and the Real Property, over a
     consecutive six (6)-month period, is greater than the annual accrual
     of interest on the Note and any Funding Availability (the "Income
     Achievement Requirement"), then on request by Borrower, GECC will
     deliver a release and termination of Guarantors' guarantee of the
     Guaranteed Indebtedness under the Guarantee;

          E.   Section 1.15 of the Guarantee provides that when GECC
     acknowledges to Borrower and Guarantors that Mandatory Principal
     Reductions are no longer required, the Asset Enhancement Guarantee
     under the Guarantee shall be suspended or released; and

     
          F.   Borrower and Guarantors have satisfied the Income
     Achievement Requirement and have requested the release and termination
     of the guarantee of the Guaranteed Indebtedness in accordance with
     Section 1.14 of the Guarantee and GECC has determined that Mandatory
     Principal Reductions are no longer required;


                             RELEASE AND TERMINATION


          NOW, THEREFORE, for the premises considered, GECC has released
     and terminated and does hereby release and terminate Guarantors'
     guarantee of the Guaranteed Indebtedness under the Guarantee and
     further has released and terminated and does hereby release and
     terminate the Asset Enhancement Guarantee under the Guarantee. 


          EXECUTED as of the date and year first above recited.


                              GENERAL ELECTRIC CAPITAL CORPORATION,
                              a New York corporation


                              By:
                                 Ty Albright, Project Manager