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                                                                    EXHIBIT 10.9
RECORDATION  REQUESTED  BY
AND  WHEN  RECORDED  MAIL  TO:

Attn:  Daniel  Skura
Skura  Intercontinental  Trading  Company
24865  Avenue  Rockefeller
Valencia,  California  91355




_____________________________________________________________________________
                         SPACE  ABOVE  THIS  LINE  IS  FOR  RECORDER'S  USE ONLY


                                  DEED OF TRUST

THIS  DEED  OF TRUST IS MADE THIS DATE February 19, 2003, from LEE H. KASPER and
MICHELE  KASPER,  Husband and Wife, as Community Property, whose address is 3841
Hayvenhurst  Drive,  Encino,  California 91436 (referred to below as "Trustor"),
for the benefit of Skura Intercontinental Trading Company whose address is 24865
Avenue  Rockefeller,  Valencia, California 91355 (referred to below sometimes as
"Lender"  and  sometimes as "Beneficiary"), to Stewart Title of California, Inc.
(referred  to  below  as  "Trustee").

CONVEYANCE  AND GRANT.   FOR VALUABLE CONSIDERATION, TRUSTOR IRREVOCABLY GRANTS,
TRANSFERS  AND  ASSIGNS TO TRUSTEE IN TRUST, WITH POWER OF SALE, FOR THE BENEFIT
OF  LENDER AS BENEFICIARY, all of Trustor's right, title, and interest in and to
the  following  described  real  property,  together  with  all  existing  or
subsequently  erected  or  affixed  buildings,  improvements  and  fixtures; all
easements,  rights  of way, and appurtenances; all water, water rights and ditch
rights  (including  stock in utilities with ditch or irrigation rights); and all
other  rights,  royalties,  and profits relating to the real property, including
without  limitation  all  minerals,  oil,  gas,  geothermal and similar matters,
located  in  Los  Angeles  County,  State  of  California (the "Real Property"):

SEE  EXHIBIT  "A"  ATTACHED  HERETO  AND  MADE  A PART HEREOF BY THIS REFERENCE.

THE  REAL  PROPERTY  OR ITS ADDRESS IS COMMONLY KNOWN AS 3841 HAYVENHURST DRIVE,
ENCINO, CALIFORNIA 91436.  The Assessor's Parcel Number for the Real Property is
2286-021-037.Trustor  presently  assigns to Lender (also known as Beneficiary in
this  Deed  of  Trust) all of Trustor's right, title, and interest in and to all
present  and future leases of the Property and all Rents from the Property. This
is an absolute assignment of Rents made in connection with an obligation secured
by  real  property  pursuant to California Civil Code Section 2938. In addition,
Trustor

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grants  Lender  a Uniform Commercial Code security interest in the Rents and the
Personal  Property  defined  below.

DEFINITIONS.  The following words shall have the following meanings when used in
this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have
the  meanings  attributed  to  such  terms  in  the Uniform Commercial Code. All
references  to  dollar  amounts shall mean amounts in lawful money of the United
States  of  America.

     BENEFICIARY.  The  word  "Beneficiary" means Skura Intercontinental Trading
     Company,  its  successors  and  assigns.  Skura  Intercontinental  Trading
     Company,  also  is  referred  to  as  "Lender"  in  this  Deed  of  Trust.

     DEED  OF  TRUST.  The  words  "Deed of Trust" mean this Deed of Trust among
     Trustor,  Lender,  and  Trustee,  and  includes  without  limitation  all
     assignment  and  security  interest  provisions  relating  to  the Personal
     Property  and  Rents.

     GUARANTOR.  The  word "Guarantor" means and includes without limitation any
     and  all guarantors, sureties, and accommodation parties in connection with
     the  Indebtedness.

     IMPROVEMENTS. The word "Improvements" means and includes without limitation
     all  existing  and future improvements, buildings, structures, mobile homes
     affixed on the Real Property, facilities, additions, replacements and other
     construction  on  the  Real  Property.

     INDEBTEDNESS.  The  word  "Indebtedness"  means  all principal and interest
     payable  under  the Promissory Note and any amounts expended or advanced by
     Lender  to discharge obligations of Trustor or expenses incurred by Trustee
     or  Lender  to  enforce  obligations  of  Trustor under this Deed of Trust,
     together  with  interest on such amounts as provided in this Deed of Trust.

     LENDER. The word "Lender" means Skura Intercontinental Trading Company, its
     successors  and  assigns.

     PERSONAL  PROPERTY.  The  words  "Personal  Property"  mean  all equipment,
     fixtures, and other articles of personal property now or hereafter owned by
     Trustor,  and  now  or  hereafter attached or affixed to the Real Property;
     together with all accessions, parts, and additions to, all replacements of,
     and  all  substitutions  for,  any  of such property; and together with all
     proceeds  (including  without limitation) insurance proceeds and refunds of
     premiums)  from  any  sale  or  other disposition of the Property. Personal
     Property  does  not  include  jewelry,  clothing, motor vehicles held for a

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     personal nature, household furniture and furnishings, pets, books, works of
     art,  and  family  memorabilia.

     PROPERTY.  The word "Property" means collectively the Real Property and the
     Personal  Property.

     REAL  PROPERTY.  The words "Real Property" mean the property, interests and
     rights  described  above  in  the  "Conveyance  and  Grant"  section.

     PROMISSORY NOTE/REIMBURSEMENT AGREEMENT. The words "Note" or "Reimbursement
     Agreement"  mean  the  Note Secured by Deed of Trust ("Note" or "Promissory
     Note")  dated  on  or  about  February 19, 2003, in the principal amount of
     $500,000  by  and  between  Trustor and Lender, together with all renewals,
     extensions,  modifications,  and substitutions for the Promissory Note. The
     terms  "Promissory  Note"  and  "Reimbursement  Agreement"  may  be  used
     interchangeably  herein.

     RELATED  DOCUMENTS.  The words "Related Documents" mean and include without
     limitation  all  Promissory  Notes,  credit  agreements,  loan  agreements,
     environmental  agreements,,  guaranties,  security  agreements,  mortgages,
     deeds  of  trust,  and  all  other  instruments,  agreements and documents,
     whether  now  or  hereafter  existing,  executed  in  connection  with  the
     Indebtedness.

     TRUSTEE. The word "Trustee" means Stewart Title of California, Inc. and any
     substitute  or  successor  trustees.

     TRUSTOR.  The  word  "Trustor"  means  any  and  all  persons  and entities
     executing  this  Deed  of  Trust, including without limitation all Trustors
     named above. To protect the security of this Deed of Trust, Trustor agrees:

THIS  DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST
IN  THE  RENTS  AND  PERSONAL  PROPERTY,  IS  GIVEN TO SECURE (1) PAYMENT OF THE
INDEBTEDNESS  EVIDENCED  BY  ONE  PROMISSORY  NOTE EXECUTED ON OR ABOUT THE DATE
HEREON;  (2)  PERFORMANCE  OF  ANY  AND  ALL  OBLIGATIONS  OF  TRUSTOR UNDER THE
PROMISSORY  NOTE,  LEASE,  RELATED  DOCUMENTS,  AND  THIS  DEED  OF  TRUST;  (3)
PERFORMANCE  OF  TRUSTOR OF EACH TERM, COVENANT, CONDITION AND OBLIGATION OF ANY
OTHER  AGREEMENT  TRUSTOR  HAS OR WILL HEREINAFTER ENTER WITH BENEFICIARY.  THIS
DEED  OF  TRUST  IS  GIVEN  AND  ACCEPTED  ON  THE  FOLLOWING  TERMS:

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PAYMENT  AND  PERFORMANCE.   Except as otherwise provided in this Deed of Trust,
Trustor  shall  pay  to Lender all amounts secured by this Deed of Trust as they
become  due,  and shall strictly and in a timely manner perform all of Trustor's
obligations  under  the  Promissory  Note,  this  Deed of Trust, and the Related
Documents.

POSSESSION  AND  MAINTENANCE  OF  THE  PROPERTY.  Trustor  agrees that Trustor's
possession  and  use  of  the  Property  shall  be  governed  by  the  following
provisions:

     POSSESSION  AND  USE. Until the occurrence of an Event of Default, or until
     Lender  exercises  its  right  to  collect  Rents  as  provided  for in the
     Assignment  of  Rents  form  executed  by  Grantor  in  connection with the
     Property, Trustor may (a) remain in possession and control of the Property,
     (b) use, operate or manage the Property, and (c) collect any Rents from the
     Property.

     DUTY  TO  MAINTAIN.  Trustor  shall  maintain  the  Property  in tenantable
     condition  and  promptly perform all repairs, replacements, and maintenance
     necessary  to  preserve  its  value.

     HAZARDOUS  SUBSTANCES.  The terms "hazardous waste," "hazardous substance,"
     "disposal,"  "release,"  and  "threatened release," as used in this Deed of
     Trust,  shall  have  the  same  meanings  as set forth in the Comprehensive
     Environmental  Response,  Compensation,  and  Liability  Act  of  1980,  as
     amended,  42  U.S.C.  Section  9601,  et  seq.  ("CERCLA"),  the  Superfund
     Amendments  and  Reauthorization  Act of 1986, Pub. L. No. 99-499 ("SARA"),
     the  Hazardous  Materials  Transportation  Act,  49 U.S.C. Section 1801, et
     seq.,  the  Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,
     et  seq.,  Chapters 6.5 through 7.7 of Division 20 of the California Health
     and  Safety  Code,  Section  25100,  et  seq., or other applicable state or
     Federal  laws,  rules,  or  regulations  adopted  pursuant  to  any  of the
     foregoing. The terms "hazardous waste" and "hazardous substance" shall also
     include,  without  limitation,  petroleum  and petroleum by-products or any
     fraction  thereof  and  asbestos. Trustor represents and warrants to Lender
     that:  (a)  During the period of Trustor's ownership of the Property, there
     has  been  no  use,  generation, manufacture, storage, treatment, disposal,
     release  or  threatened  release of any hazardous waste or substance by any
     person  on, under, about or from the Property; (b) Trustor has no knowledge
     of,  or  reason  to  believe  that  there  has  been,  except as previously
     disclosed  to  and  acknowledged  by  Lender  in  writing,  (i)  any  use,
     generation,  manufacture,  storage,  treatment,  disposal,  release,  or
     threatened  release of any hazardous waste or substance on, under, about or
     from  the Property by any prior owners or occupants of the Property or (ii)
     any  actual  or  threatened  litigation or claims of any kind by any person
     relating  to  such  matters;  and (c) Except as previously disclosed to and
     acknowledged  by  Lender  in  writing,  (i) neither Trustor nor any tenant,



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     contractor,  agent  or  other  authorized  user  of the Property shall use,
     generate,  manufacture,  store, treat, dispose of, or release any hazardous
     waste  or substance on, under, about or from the Property and (ii) any such
     activity  shall  be  conducted  in  compliance with all applicable federal,
     state,  and  local  laws,  regulations  and  ordinances,  including without
     limitation those laws, regulations, and ordinances described above. Trustor
     authorizes  Lender  and  its agents to enter upon the Property to make such
     inspections and tests, at Trustor's expense, as Lender may deem appropriate
     to  determine  compliance  of the Property with this section of the Deed of
     Trust.  Any  inspections  or  tests  made  by  Lender shall be for Lender's
     purposes  only  and  shall not be construed to create any responsibility or
     liability  on  the  part  of  Under  to Trustor or to any other person. The
     representations  and warranties contained herein are based on Trustor's due
     diligence  in  investigating the Property for hazardous waste and hazardous
     substances.  Trustor  hereby  (a)  releases  and  waives  any future claims
     against  Lender  for indemnity or contribution in the event Trustor becomes
     liable  for  cleanup  or other costs under any such laws, and (b) 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 brea~ch of this section of
     the  Deed of Trust or as a consequence of any use, generation, manufacture,
     storage,  disposal,  release  or threatened release of a hazardous waste or
     substance  on the properties. The provisions of this section of the Deed of
     Trust,  including the obligation to indemnify, shall survive the payment of
     the  Indebtedness and the satisfaction and reconveyance of the lien of this
     Dead  of  Trust  and  shall  not be affected by Lender's acquisition of any
     interest  in  the  Property,  whether  by  foreclosure  or  other-wise.

     NUISANCE,  WASTE.  Trustor  shall not cause, conduct or permit any nuisance
     nor  commit,  permit,  or  suffer  any  stripping  of or waste on or to the
     Property or any portion of the Property. Without limiting the generality of
     the  foregoing,  Trustor  will  not remove, or grant to any other party the
     right to remove, any timber, minerals (including oil and gas), soil, gravel
     or  rock  products  without  the  prior  written  consent  of  Lender.

     REMOVAL  OF  IMPROVEMENTS.  Trustor  shall  not  demolish  or  remove  any
     Improvements  from  the  Real Property without the prior written consent of
     Lender.  As  a  condition  to  the  removal of any Improvements, Lender may
     require Trustor to make arrangements satisfactory to Lender to replace such
     Improvements  with  Improvements  of  at  least  equal  value.

     COMPLIANCE  WITH  GOVERNMENTAL  REQUIREMENTS. Trustor shall promptly comply
     with  all  laws,  ordinances,  and  regulations,  now  or  hereafter  in

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     effect,  of all governmental authorities applicable to the use or occupancy
     of  the  Property,  including  without  limitation,  the  Americans  With
     Disabilities  Act,  Trustor  may  contest  in  good  faith  any  such  law,
     ordinance,  or  regulation  and  withhold compliance during any proceeding,
     including  appropriate  appeals,  so long as Trustor has notified Lender in
     writing  prior  to  doing  so  and  so  long  as, in Lender's sole opinion,
     Lender's  interests in the Property are not jeopardized. Lender may require
     Trustor to post adequate security or a surety bond, reasonably satisfactory
     to  Lender,  to  protect  Lender's  interest.

     DUTY TO PROTECT. Trustor agrees neither to abandon nor leave unattended the
     Property.  Trustor  shall  do all other acts, in addition to those acts set
     forth  above  in  this  section,  which  from  the character and use of the
     Property  are  reasonably  necessary  to protect and preserve the Property.

DUE ON SALE - CONSENT BY LENDER.  Lender may, at its option, declare immediately
due  and  payable  all  sums  secured  by  this  Deed  of Trust upon the sale or
transfer,  without  the  Lender's  prior  written consent, of all or any part of
trustor's  interest  in  the  Real  Property.  A  "sale  or  transfer" means the
conveyance  of  Real  Property  or any right, title or interest therein; whether
legal,  beneficial  or  equitable;  whether voluntary or involuntary; whether by
outright  sale,  deed,  installment  sale  contract, land contract, contract for
deed,  leasehold interest with a term greater than three (3) years, lease-option
contract,  or  by sale, assignment, or transfer of any beneficial interest in or
to  any land trust holding title to the Real Property, or by any other method of
conveyance  of  Real  Property  interest.  If  any  Trustor  is  a  corporation,
partnership  or  limited liability company, transfer also includes any change in
ownership  of  more  than  fifty  percent (50%) of the voting stock, partnership
interests  or  limited  liability  company  interests,  as  the  case may be, of
Trustor.  However, this option shall not be exercised by Lender if such exercise
is  prohibited  by  applicable  law.

TAXES,  ASSESSMENTS  AND  LIENS. The following provisions relating to the taxes,
assessments,  encumbrances, charges and liens on the Property are a part of this
Deed  of  Trust.

PAYMENT.  Trustor  shall  pay when due (and in all events at least ten (10) days
prior  to delinquency) all taxes, special taxes, assessments, charges (including
water  and  sewer),  fines  and  impositions levied against or on account of the
Property,  and  shall  pay  when due all claims for work done on or for services
rendered  or  material  furnished  to  the  Property, Trustor shall maintain the
Property  free  of  all  liens  having priority over or equal to the interest of
Lender  under this Deed of Trust, except for the three prior recorded liens, and
the  lien  of  taxes and assessments not due and except as otherwise provided in
this Deed of Trust.  Should Trustor fail to make any payment or to do any act as
herein  provided,  then  Beneficiary or Trustee, but without obligation so to do
and  without notice to or demand upon Trustor and without releasing Trustor from
any  obligation  hereof,  may:  make  or  do the same in such manner and to such
extent  as  either  may  deem

<PAGE>

necessary  to  protect  the  security  hereof.  Beneficiary  or  Trustee  being
authorized  to  enter upon said Property for such purposes: appear in and defend
any  action or proceeding purporting to affect the security hereof or the rights
or  powers  of  Beneficiary or Trustee; pay, purchase, contest or compromise any
incumbrance,  charge or lien which in the judgment of either appears to be prior
or  superior hereto; and, in exercising any such powers, pay necessary expenses,
employ  counsel  and  pay  his  reasonable  fees.

Trustor  shall  pay  Beneficiary  immediately  and  without  demand  all sums so
expended  by  Beneficiary  or Trustee, with interest from date of expenditure at
the  maximum  amount allowed by law in effect at the date hereof, and to pay for
any  statement  provided  for  by law in effect at the date hereof regarding the
obligation  secured  hereby any amount demanded by the Beneficiary not to exceed
the  maximum  allowed  by  law  at  the  time  when  said statement is demanded.

RIGHT  TO CONTEST. Trustor may withhold payment of any tax, assessment, or claim
in  connection  with a good faith dispute over the obligation to pay, so long as
Lender's  interest  in  the  Property is not jeopardized. If a lien arises or is
filed  as  a  result of nonpayment, Trustor shall within fifteen (15) days after
the  lien  arises or, if a lien is filed, within fifteen (15) days after Trustor
has  notice  of the filing, secure the discharge of the lien, or if requested by
Lender,  deposit with Lender cash or a sufficient corporate surety bond or other
security  satisfactory  to  Lender in an amount sufficient to discharge the lien
plus  any  costs  and  attorneys'  fees  or other chaiges that could accrue as a
result  of  a  foreclosure or sale under the lien. In any contest, Trustor shall
defend  itself  and  Lender  and  shall  satisfy  any  adverse  judgment  before
enforcement  against  the  Property.  Trustor shall name Lender as an additional
obligee  under  any  surety  bond  furnished  in  the  contest  proceedings.

EVIDENCE  OF  PAYMENT.  Trustor shall upon demand furnish to Lender satisfactory
evidence  of  payment  of  the  taxes  or  assessments  and  shall authorize the
appropriate  governmental  official  to  deliver to Lender at any time a written
statement  of  the  taxes  and  assessments  against  the  Property.

NOTICE  OF  CONSTRUCTION. Trustor shall notify Lender at least fifteen (15) days
before  any  work is commenced, any services are furnished, or any materials are
supplied  to  the Property, if any mechanic's lien, materialmen's lien, or other
lien  could  be asserted on account of the work, services, or materials. Trustor
will upon request of Lender furnish to Lender advance assurances satisfactory to
Lender  that  Trustor  can  and  will  pay  the  cost  of  such  improvements.

PROPERTY  DAMAGE  INSURANCE.   The following provisions relating to insuring the
Property  are  a  part  of  this  Deed  of  Trust.

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MAINTENANCE  OF  INSURANCE.  Trustor shall procure and maintain policies of fire
insurance  with  standard  extended coverage endorsements on a replacement basis
for  the  full insurable value covering all Improvements on the Real Property in
an  amount sufficient to avoid application of any coinsurance clause, and with a
standard  mortgagee  clause  in  favor of Lender. Trustor shall also procure and
maintain  comprehensive  general liability insurance in such coverage amounts as
Lender may request with trustee and Lender being named as additional insureds in
such  liability  insurance  policies.  Additionally, Trustor shall maintain such
other insurance, including but not limited to hazard, business interruption, and
boiler  insurance,  as  Lender,  may  reasonably  require.  Notwithstanding  the
foregoing,  in no event shall Trustor be required to provide hazard insurance in
excess  of  the  replacement  value  of  the  improvements on the Real Property.
Policies  shall  be  written  in  form,  amounts, coverages and basis reasonably
acceptable  to Lender and issued by a company or companies reasonably acceptable
to  Lender. Trustor, upon request of Lender, will deliver to Lender from time to
time  the  policies or certificates of insurance in form satisfactory to Lender,
including stipulations that coverages will not be canceled or diminished without
at least thirty (30) days' prior written notice to Lender. Each insurance policy
also  shall  include  an  endorsement providing that coverage in favor of Lender
will  not  be  impaired in any way by any act, omission or default of Trustor or
any other person. Should the Real Property at any time become located in an area
designated  by  the  Director  of  the  Federal Emergency Management Agency as a
special  flood  hazard area, Trustor agrees to obtain and maintain Federal Flood
Insurance  for  the full unpaid principal balance of the loan, up to the maximum
policy  limits  set  under the National Flood Insurance Program, or as otherwise
required  by  Lender,  and  to maintain such insurance for the term of the loan.

APPLICATION  OF  PROCEEDS.  Trustor  shall promptly notify Lender of any loss or
damage  to the Property. Lender may make proof of loss if Trustor fails to do so
within  fifteen (15) days of the casualty. If in Lender's sole judgment Lender's
security  interest  in  the  Property  has  been  impaired,  Lender  may, at its
election,  receive  and  retain  the  proceeds  of  any  insurance and apply the
proceeds to the reduction of the Indebtedness, payment of any lien affecting the
Property,  or the restoration and repair of the Property. If the proceeds are to
be  applied  to  restoration  and  repair,  Trustor  shall repair or replace the
damaged  or  destroyed  Improvements  in a manner satisfactory to Lender. Lender
shall,  upon  satisfactory  proof  of such expenditure, pay or reimburse Trustor
from the proceeds for the reasonable cost of repair or restoration if Trustor is
not  in  default  under  this  Deed  of  Trust. Any proceeds which have not been
disbursed within 180 days after their receipt and which Lender has not committed
to  the  repair  or  restoration  of the Property shall be used first to pay any
amount  owing  to Lender under this Deed of Trust, then to pay accrued interest,
and  the  remainder,  if  any,  shall be applied to the principal balance of the
Indebtedness.  If  Lender  holds  any  proceeds  after  payment  in  full of the
Indebtedness,  such proceeds shall be paid to Trustor as Trustor's interests may
appear.

<PAGE>

UNEXPIRED  INSURANCE AT SALE. Any unexpired insurance shall inure to the benefit
of,  and pass to, the purchaser of the Property covered by this Deed of Trust at
any  trustee's  sale  or  other  sale  held under the provisions of this Deed of
Trust,  or  at  any  foreclosure  sale  of  such  Property.

TRUSTOR'S  REPORT  ON  INSURANCE.  Upon request of Lender, however not more than
once a year, Trustor shall furnish to Lender a report on each existing policy of
insurance  showing:  (a) the name of the insurer; (b) the risks insured; (c) the
amount  of  the  policy;  (d) the property insured, the then current replacement
value  of  such  property, and the manner of determining that value; and (e) the
expiration  date  of  the policy. Trustor shall, upon request of Lender, have an
independent  appraiser  satisfactory  to  Lender  determine  the  cash  value
replacement  cost  of  the  Property.

EXPENDITURES  BY  LENDER.  If Trustor fails to comply with any provision of this
Deed of Trust, or if any action or proceeding is commenced that would materially
affect  Lender's  interests in the Property, Lender on Trustor's behalf may, but
shall  not  be  required  to, take any action that Lender deems appropriate. Any
amount  that  Lender expends in so doing will bear interest at the rate provided
for  in the Promissory Note from the date incurred or paid by Lender to the date
of  repayment  by  Trustor.  All  such expenses, at Lender's option, will (a) be
payable on demand, (b) be added to the balance due under the Promissory Note and
be  apportioned among and be payable with any installment payments to become due
under  the Promissory Note. This Deed of Trust also will secure payment of these
amounts.  The  rights provided for in this paragraph shall be in addition to any
other  rights  or any remedies to which Lender may be entitled on account of the
default.  Any such action by Lender shall not be construed as curing the default
so  as  to  bar  Lender  from  any  remedy  that  it  otherwise  would have had.

WARRANTY;  DEFENSE  OF  TITLE. The following provisions relating to ownership of
the  Property  are  a  part  of  this  Deed  of  Trust.

TITLE.  Trustor  warrants  that:  (a) Trustor holds good and marketable title of
record  of  an  undivided one hundred (100%) percent interest to the Property in
fee  simple,  free  and clear of all liens and encumbrances other than those set
forth  in  the  Real  Property  description or in any title insurance policy  or
final  title  opinion  issued in favor of, and accepted by, Lender in connection
with  this  Deed  of  Trust,  and  (b)  Trustor  has  the full right, power, and
authority  to  execute  and  deliver  this  Deed  of  Trust  to  Lender.

DEFENSE  OF  TITLE.  Subject  to  the  exception in the paragraph above, Trustor
warrants  and  will  forever defend the title to the Property against the lawful
claims  of  all persons. In the event any action or proceeding is commenced that
questions  Trustor's  title or the interest of Trustee or Lender under this Deed
of  Trust,  Trustor shall defend the action at Trustor's expense. Trustor may be
the  nominal  party  in  such  proceeding,  but  Lender  shall  be  entitled  to
participate in the proceeding and to be represented in the proceeding by counsel
of  Lender's  own choice, and Trustor will deliver, or cause to be delivered, to

<PAGE>
Lender  such  instruments as Lender may request from time to time to permit such
participation.

COMPLIANCE  WITH  LAWS. Trustor, warrants that the Property and Trustor's use of
the  Property  complies  with  all  existing  applicable  laws,  ordinances, and
regulations  of  governmental  authorities,  including  without  limitation  all
applicable  environmental  laws,  ordinances,  and regulations, unless otherwise
specifically  excepted  in  the  environmental agreement executed by Trustor and
Lender  relating  to  the  Property.

CONDEMNATION.  The  following  provisions relating to eminent domain and inverse
condemnation  proceedings  are  a  part  of  this  Deed  of  Trust,

APPLICATION OF NET PROCEEDS.  If any award is made or settlement entered into in
any condemnation proceedings affecting all or any part of the Property or by any
proceeding  or purchase in lieu of condemnation, Lender may at its election, and
to  the extent permitted by law, require that all or any portion of the award or
settlement be applied to the Indebtedness and to the repayment of all reasonable
costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection
with  the  condemnation  proceedings.

PROCEEDINGS.  If  any  eminent  domain  or  inverse  condemnation  proceeding is
commenced  affecting  the  Property,  Trustor  shall  promptly  notify Lender in
writing,  and  Trustor  shall  promptly  take  such steps as may be necessary to
pursue  or  defend  the  action and obtain the award. Trustor may be the nominal
party  in any such proceeding, but Lender shall be entitled, at its election, to
participate in the proceeding and to be represented in the proceeding by counsel
of  its  own choice, and Trustor will deliver or cause to be delivered to Lender
such  instruments  as  may  be  requested by it from time to time to permit such
participation.

IMPOSITION  OF  TAXES,  FEES  AND  CHARGES  BY  GOVERNMENTAL  AUTHORITIES.
The  following provisions relating to governmental taxes, fees and charges are a
part  of  this  Deed  of  Trust:

CURRENT  TAXES,  FEES AND CHARGES. Upon request by Lender, Trustor shall execute
such  documents in addition to this Deed of Trust and take whatever other action
is  requested  by  Lender  to  perfect  and  continue  Lender's lien on the Real
Property.  Trustor  shall  reimburse  Lender  for all taxes, as described below,
together  with all expenses incurred in recording, perfecting or continuing this
Deed of Trust, including without limitation all taxes, fees, documentary stamps,
and  other  charges  for  recording  or  registering  this  Deed  of  Trust.

<PAGE>

TAXES.  The  following shall constitute taxes to which this section applies: (a)
a  specific  tax  upon this type of Deed of Trust or upon all or any part of the
Indebtedness  secured by this Deed of Trust; (b) a specific tax on Trustor which
Trustor  is  authorized  or required to deduct from payments on the Indebtedness
secured  by  this type of Deed of Trust; (c) a tax on this type of Deed of Trust
chargeable  against  the  Lender or the holder of the Promissory Note; and (d) a
specific  tax  on  all  or  any  portion  of  the Indebtedness or on payments of
principal  and  interest  made  by  Trustor.

SUBSEQUENT  TAXES.   If  any  tax  to  which  this  section  applies  is enacted
subsequent  to  the  date  of this Deed of Trust, this event shall have the same
effect as an Event of Default (as defined below), and Lender may exercise any or
all  of  its available remedies for an Event of Default as provided below unless
Trustor  either  (a)  pays the tax before it becomes delinquent, or (b) contests
the  tax  as  provided  above  in  the Taxes and Liens section and deposits with
Lender cash or a sufficient corporate surety bond or other security satisfactory
to  Lender.

SECURITY  AGREEMENT; FINANCING STATEMENTS.  The following provisions relating to
this  Deed  of  Trust  as a security agreement are a part of this Deed of Trust.

SECURITY  AGREEMENT.   This  instrument shall constitute a security agreement to
the  extent any of the Property constitutes fixtures or other Personal Property,
and  Lender  shall  have  all of the rights of a secured party under the Uniform
Commercial  Code  as  amended  from  time  to  time.

SECURITY  INTEREST.  Upon  request  by  Lender,  Trustor shall execute financing
statements  and take whatever other action is requested by Lender to perfect and
continue  Lender's security interest in the Rents and Personal Property. Trustor
shall  reimburse  Lender  for  all expenses incurred in perfecting or continuing
this  security  interest.  Upon  default,  Trustor  shall  assemble the Personal
Property  in a manner and at a place reasonably convenient to Trustor and Lender
and  make  it available to Lender within three (3) days after receipt of written
demand  from  Lender.

ADDRESSES.  The  mailing  addresses  of  Trustor  (debtor)  and  Lender (secured
party),  from which information concerning the security interest granted by this
Deed of Trust may be obtained (each as required by the Uniform Commercial Code),
are  as  stated  on  the  first  page  of  this  Deed  of  Trust.

FURTHER  ASSURANCES;  ATTORNEY-IN-FACT.  The  following  provisions  relating to
further  assurances  and  attorney-in-fact  are  a  part  of this Deed of Trust.

<PAGE>

FURTHER  ASSURANCES. At any time, and from time to time, upon request of Lender,
Trustor  will  make,  execute and deliver, or will cause to be made, executed or
delivered,  to  Lender  or  to  Lender's designee, and when requested by Lender,
cause  to  be  filed,  recorded, refiled, or re-recorded, as the case may be, at
such  times  and  in such offices and places as Lender may deem appropriate, any
and  all  such  mortgages,  deeds of trust, security deeds, security agreements,
financing statements, continuation statements, instruments of further assurance,
certificates,  and  other  documents  as  may, in the sole opinion of Lender, be
necessary  or  desirable in order to effectuate, complete, perfect, continue, or
preserve  (a) the obligations of Trustor under the Promissory Note, this Deed of
Trust,  and  the  Related  Documents,  and  (b) the liens and security interests
created  by this Deed of Trust as first and prior liens on the Property, whether
now  owned  or hereafter acquired by Trustor. Unless prohibited by law or agreed
to  the  contrary  by  Lender in writing, Trustor shall reimburse Lender for all
costs  and  expenses incurred in connection with the matters referred to in this
paragraph.

ATTORNEY-IN-FACT.  If  Trustor  fails to do any of the things referred to in the
preceding  paragraph,  Lender  may  do  so for and in the name of Trustor and at
Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender
as  Trustor's attorney-in-fact for the purpose of making, executing, delivering,
filing,  recording, and doing all other things as may be necessary or desirable,
in Lender's sole opinion, to accomplish the matters referred to in the preceding
paragraph.

FULL PERFORMANCE.   If Trustor pays all the indebtedness when due, and otherwise
performs  all  the  obligations  imposed  upon Trustor under this Deed of Trust,
Lender  shall execute and deliver to Trustee a request for full reconveyance and
shall  execute and deliver to Trustor suitable statements of termination, of any
financing  statement  on file evidencing Lender's security interest in the Rents
and  the  Personal Property. Lender may charge Trustor a reasonable reconveyance
fee  at  the  time  of  reconveyance.


DEFAULT.  Each  of  the  following, at the option of Lender, shall constitute an
event  of  default  ("Event  of  Default")  under  this  Deed  of  Trust:

DEFAULT  ON INDEBTEDNESS. Failure of Trustor to make any material (material over
$5,000),  uncured  (uncured  after  five days written notice to Trustor) payment
when  due  on  the  Indebtedness.

DEFAULT  ON  OTHER PAYMENTS. Failure of Trustor within the time required by this
Deed  of  Trust to make any payment for taxes or insurance, or any other payment
necessary  to  prevent  filing  of  or  to  effect  discharge  of  any  lien.

<PAGE>

ENVIRONMENTAL  DEFAULT.  Failure of any party to comply with or perform when due
any  term,  obligation,  covenant  or  condition  contained in any environmental
agreement  executed  in  connection  with  the  Property.

COMPLIANCE  DEFAULT.  Failure  of  Trustor  to  comply  with  any  other  term,
obligation,  covenant  or  condition  contained  in  this  Deed  of  Trust,  the
Promissory  Note  or  in  any  of  the  Related  Documents.

FALSE  STATEMENTS.   Any warranty, representation or statement made or furnished
to  Lender  by  or on behalf of Trustor under this Deed of Trust, the Promissory
Note  or  the  Related Documents is false or misleading in any material respect,
either  now  or  at  the  time  made  or  furnished.

DEFECTIVE  COLLATERALIZATION. This Deed of Trust or any of the Related Documents
ceases  to  be  in  full  force  and effect (including failure of any collateral
documents to create a valid and perfected security interest or lien) at any time
and  for  any  reason.

INSOLVENCY.   The insolvency of a Trustor, the appointment of a receiver for any
part  of  Trustor's  property,  any assignment for the benefit of creditors, any
type  of  creditor  workout,  or  the  commencement  of any proceeding under any
bankruptcy  or  insolvency  laws  by  or  against  Trustor.

FORECLOSURE,  FORFEITURE,  ETC.  Commencement  of  foreclosure  or  forfeiture
proceedings,  whether  by  judicial  proceeding,  self-help, repossession or any
other  method,  by any creditor of Trustor or by any governmental agency against
any  of the Property. However, this subsection shall not apply in the event of a
good  faith dispute by Trustor as to the validity or reasonableness of the claim
which  is  the  basis of the foreclosure or forfeiture proceeding, provided that
Trustor  gives  Lender  written notice of such claim and furnishes reserves or a
surety  bond  for  the  claim  satisfactory  to  Lender.

BREACH  OF  OTHER  AGREEMENT. Any breach by Trustor under the terms of any other
agreement  between  Trustor  and  Lender  that  is not remedied within any grace
period  provided  therein, including without limitation any agreement concerning
any  indebtedness or other obligation of Trustor to Lender, whether existing now
or  later.

EVENTS  AFFECTING  GUARANTOR. Any of the preceding events occurs with respect to
any  Guarantor  of  any  of  the  Indebtedness  or any Guarantor dies or becomes
incompetent,  or  revokes  or  disputes the validity of, or liability under, any
Guaranty  of  the  Indebtedness.

<PAGE>

ADVERSE  CHANGE.  A  material  adverse  change  occurs  in  Trustor's  financial
condition,  or  Lender  believes  the  prospect of payment or performance of the
Indebtedness  is  impaired.

RIGHTS AND REMEDIES ON DEFAULT.  Upon the occurrence of any Event of Default and
at  any  time thereafter, Trustee or Lender, at its option, may exercise any one
or more of the following rights and remedies, in addition to any other rights or
remedies  provided  by  law:

FORECLOSURE  BY  SALE.  Upon  an  Event  of  Default  under  this Deed of Trust,
Beneficiary  may  declare  the entire Indebtedness secured by this Deed of Trust
immediately  due  and  payable  by delivery to Trustee of written declaration of
default  and demand for sale and of written notice of default and of election to
cause  to be sold the Property, which notice Trustee shall cause to be filed for
record.  Beneficiary  also  shall  deposit  with Trustee this Deed of Trust, the
Promissory Note, and all documents evidencing expenditures secured hereby. After
the  lapse of such time as may then be required by law following the recordation
of  the notice of default, and notice of sale having been given as then required
by  law, Trustee, without demand on Trustor, shall sell the Property at the time
and  place  fixed  by it in the notice of sale, either as a whole or in separate
parcels, and in such order as it may determine, at public auction to the highest
bidder  for  cash in lawful money of the United States, payable at time of sale.
Trustee  may  postpone  sale  of  all  or  any portion of the Property by public
announcement  at  such  time and place of sale, and from time to time thereafter
may postpone such sale by public announcement at the time fixed by the preceding
postponement  in  accordance  with applicable law. Trustee shall deliver to such
purchaser  its  deed conveying the Property so sold, but without any covenant or
warranty,  express or implied. The recitals in such deed of any matters or facts
shall  be  conclusive  proof  of the truthfulness thereof. Any person, including
Trustor,  Trustee  or Beneficiary may purchase at such sale. After deducting all
costs,  fees  and  expenses  of  Trustee  and  of  this Trust, including cost of
evidence  of  title in connection with sale, Trustee shall apply the proceeds of
sale  to  payment of: all sums expended under the terms hereof, not then repaid,
with accrued interest at the amount allowed by law in effect at the date hereof;
all  other sums then secured hereby; and the remainder, if any, to the person or
persons  legally  entitled  thereto.

JUDICIAL  FORECLOSURE.  With  respect  to  all or any part of the Real Property,
Lender shall have the right in lieu of foreclosure by power of sale to foreclose
by  judicial  foreclosure  in accordance with and to the full extent provided by
California  law.

UCC  REMEDIES.  With respect to all or any part of the Personal Property, Lender
shall  have  all  the  rights  and remedies of a secured party under the Uniform
Commercial  Code,  including  without  limitation  the  right  to  recover  any
deficiency  in  the  manner  and  to the full extent provided by California law.

<PAGE>

COLLECT  RENTS.  Lender shall have the right, without notice to Trustor, to take
possession  of  and manage the Property and collect the Rents, including amounts
past  due and unpaid, and apply the net proceeds, over and above Lender's costs,
against  the  Indebtedness. In furtherance of this right, Lender may require any
tenant  or  other  user  of  the  Property  to make payments of rent or use fees
directly  to  Lender.  If  the  Rents  are  collected  by  Lender,  then Trustor
irrevocably  designates  Lender  as  Trustor's  attorney-in-fact  to  endorse
instruments received in payment thereof in the name of Trustor and, to negotiate
the  same and collect the proceeds. Payments by tenants or other users to Lender
in  response  to  Lender's  demand  shall  satisfy the obligations for which the
payments  are  made,  whether  or not any proper grounds for the demand existed.
Lender  may  exercise  its  rights  under this subparagraph either in person, by
agent,  or  through  a  receiver.

APPOINT  RECEIVER.  Lender  shall have the right to have a receiver appointed to
take  possession  of  all or any part of the Property, with the power to protect
and  preserve  the  Property,  to  operate the Property preceding foreclosure or
sale,  and  to  collect the Rents from the Property and apply the proceeds, over
and  above  the cost of the receivership, against the Indebtedness. The receiver
may serve without bond if permitted by law. Lender's right to the appointment of
a receiver shall exist whether or not the apparent value of the Property exceeds
the  Indebtedness  by  a  substantial  amount.  Employment  by  Lender shall not
disqualify  a  person  from  serving  as  a  receiver.

TENANCY  AT  SUFFERANCE.  If Trustor remains in possession of the Property after
the  Property  is sold as provided above or Lender otherwise becomes entitled to
possession  of  the  Property  upon  default  of Trustor, Trustor shall become a
tenant  at  sufferance  of Lender or the purchaser of the Property and shall, at
Lender's option, either (a) pay a reasonable rental for the use of the Property,
or  (b)  vacate  the  Property  immediately  upon  the  demand  of  Lender.

OTHER REMEDIES.  Trustee or Lender shall have any other right or remedy provided
in  this  Deed  of  Trust  or  the  Promissory  Note  or  by  law.

NOTICE  OF  SALE.  Lender  shall  give Trustor reasonable notice of the time and
place of any public sale of the Personal Property or of the time after which any
private  sale  or  other  intended disposition of the Personal Property is to be
made.  Reasonable  notice  shall mean notice given at least five (5) days before
the  time  of the sale or disposition. Any sale of Personal Property may be made
in  conjunction  with  any  sale  of  the  Real  Property.

SALE  OF THE PROPERTY. To the extent permitted by applicable law, Trustor hereby
waives  any  and  all  rights to have the Property marshalled. In exercising its
rights and remedies, the Trustee or Lender shall be free to sell all or any part
of  the

<PAGE>
Property  together or separately, in one sale or by separate sales. Lender shall
be  entitled  to  bid  at any public sale on all or any portion of the Property.

WAIVER;  ELECTION  OF REMEDIES. A waiver by any party of a breach of a provision
of  this Deed of Trust shall not constitute a waiver of or prejudice the party's
rights  otherwise  to  demand strict compliance with that provision or any other
provision.  Election  by  Lender  to  pursue any remedy provided in this Deed of
Trust,  the  Promissory  Note, in any Related Document, or provided by law shall
not exclude pursuit of any other remedy, and an election to make expenditures or
to  take  action  to  perform  an obligation of Trustor under this Deed of Trust
after failure of Trustor to perform shall not affect Lender's right to declare a
default  and  to  exercise any of its remedies.  By accepting payment of any sum
secured  hereby  after  its  due  date,  Beneficiary does not waive its right(s)
either  to  require  prompt  payment when due of all other sums so secured or to
declare  a  default  for  failure  to  pay.

ATTORNEYS'  FEES;  EXPENSES.  If Lender institutes any suit or action to enforce
any of the terms of this Deed of Trust, Lender shall be entitled to recover such
sum  as  the court may adjudge reasonable as attorneys' fees at trial and on any
appeal.  Whether  or  not  any court action is involved, all reasonable expenses
incurred  by  Lender which in Lender's opinion are necessary at any time for the
protection  of its interest or the enforcement of its rights shall become a part
of  the Indebtedness payable on demand and shall bear interest at the Promissory
Note  rate  from  the date of expenditure until repaid. Expenses covered by this
paragraph  include,  without  limitation,  however  subject  to any limits under
applicable  law,  Lender's  attorneys'  fees  whether or not there is a lawsuit,
including  attorneys'  fees  for  bankruptcy  proceedings  (including efforts to
modify  or vacate any automatic stay or injunction), appeals and any anticipated
post-judgment  collection  services,  the  cost  of searching records, obtaining
title  reports  (including  foreclosure  reports), surveyors' reports, appraisal
fees,  title  insurance,  and  fees  for the Trustee, to the extent permitted by
applicable  law. Trustor also will pay any court costs, in addition to all other
sums  provided  by  law.


RIGHTS  OF TRUSTEE. Trustee shall have all of the rights and duties of Lender as
set  forth  in  this  section.

POWERS  AND  OBLIGATIONS  OF TRUSTEE.   The following provisions relating to the
powers  and  obligations  of  Trustee  are  part  of  this  Deed  of  Trust.

POWERS  OF  TRUSTEE. In addition to all powers of Trustee arising as a matter of
law,  Trustee shall have the power to take the following actions with respect to
the  Property  upon  the  written  request  of  Lender  and Trustor: (a) join in
preparing  and  filing  a  map  or  plat  of  the  Real  Property, including the
dedication  of  streets  or

<PAGE>
other  rights  to  the public; (b) join in granting any easement or creating any
restriction  on  the  Real  Property; and (c) join in any subordination or other
agreement affecting this Deed of Trust or the interest of Lender under this Deed
of  Trust.

OBLIGATIONS  TO NOTIFY. Trustee shall not be obligated to notify any other party
of  a  pending  sale  under  any  other  trust deed or lien, or of any action or
proceeding  in  which  Trustor,  Lender, or Trustee shall be a party, unless the
action  or  proceeding  is  brought  by  Trustee.

TRUSTEE.  Trustee  shall  meet  all  qualifications  required  for Trustee under
applicable  law.  In  addition  to the rights and remedies set forth above, with
respect  to all or any part of the Property, the Trustee shall have the right to
foreclose  by  notice  and sale, and Lender shall have the right to foreclose by
judicial  foreclosure,  in either case in accordance with and to the full extent
provided  by  applicable  law.

SUCCESSOR  TRUSTEE.  Lender, at Lender's option, may from time to time appoint a
successor  Trustee  to any Trustee appointed hereunder by an instrument executed
and  acknowledged  by  Lender  and recorded in the office of the recorder of Los
Angeles  County,  California.  The  instrument shall contain, in addition to all
other  matters required by state law, the names of the original Lender, Trustee,
and  Trustor,  the  book  and page where this Deed of Trust is recorded, and the
name  and address of the successor trustee, and the instrument shall be executed
and acknowledged by Lender or its successors in interest. The successor trustee,
without  conveyance  of the Property, shall succeed to all the title, power, and
duties  conferred  upon the Trustee in this Deed of Trust and by applicable law.
This  procedure for substitution of trustee shall govern to the exclusion of all
other  provisions  for  substitution.

NOTICES  TO  TRUSTOR  AND  OTHER  PARTIES.   Any notice under this Deed of Trust
shall  be in writing, may be sent by telefacsimile (unless otherwise required by
law),  and  shall be effective when actually delivered, or when deposited with a
nationally  recognized  overnight  courier,  or,  if  mailed,  shall  be  deemed
effective  when  deposited  in  the United States mail first class, certified or
registered  mail,  postage  prepaid,  directed  to  the addresses shown near the
beginning  of  this  Deed of Trust. Any party may change its address for notices
under  this  Deed of Trust by giving formal written notice to the other parties,
specifying  that the purpose of the notice is to change the party's address. All
copies  of notices of foreclosure from the holder of any lien which has priority
over  this  Deed  of  Trust shall be sent to Lender's address, as shown near the
beginning  of  this  Deed  of Trust. For notice purposes, Trustor agrees to keep
Lender  and  Trustee  informed  at  all times of Trustor's current address. Each
Trustor  requests  that copies of any notices of default and sale be directed to
Trustor's  address  shown  near  the  beginning  of  this  Deed  of  Trust.

<PAGE>

STATEMENT  OF  OBLIGATION.  Lender may collect a fee, in an amount not to exceed
the statutory maximum, for furnishing the statement of obligation as provided by
Section  2943  of  the  Civil  Code  of  California.

ADDITIONAL  PROPERTY  DAMAGE  INSURANCE.  Trustor shall name Beneficiary as loss
payee  pertaining  to any type of hazard Insurance, including but not limited to
earthquake  insurance  pertaining to the property. In the event of any damage or
loss  pertaining to the property, the proceeds from such insurance shall be paid
directly  to  Beneficiary.  Beneficiary  shall  establish  an  account  for such
proceeds  over  which  Beneficiary  and  Trustor  shall  have joint control (the
"Account").  The  proceeds in the Account may be used, at the option of Trustor,
as  follows:

(a)  If  there  are  sufficient  funds  in  the Account to repair or restore the
property,  the  funds  may  be  used for that purpose, In the event there are no
sufficient funds in the Account to repair or restore the property, Trustor shall
immediately  deposit  to the Account sufficient funds to fully repair or restore
the property. All disbursements from the Account shall be subject to inspections
by  Beneficiary.  Any  surplus  of  funds  in  the  Account shall be returned to
Trustor  upon  full  restoration  and/or repair of the Property as determined by
Beneficiary;  or

(b)     The  proceeds  of  such  insurance  shall be applied to reduction of the
indebtedness  of
Trustor  to  Beneficiary.

PROHIBITION OF LEASE. Trustor shall not enter into any Lease, license, occupancy
or  other agreement permitting the temporary use, occupancy or possession of the
Real Property without Lender's prior written consent, which consent shall not be
unreasonably  withheld.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this  Deed  of  Trust:

AMENDMENTS.  This  Deed  of  Trust,  together  with  any  Related  Documents,
constitutes  the  entire  understanding  and  agreement of the parties as to the
matters  set  forth in this Deed of Trust. No alteration of or amendment to this
Deed of Trust shall be effective unless given in writing and signed by the party
or  parties  sought  to  be  charged  or  bound  by the alteration or amendment.

ANNUAL  REPORTS.   If  the  Property  is  used for purposes other than Trustor's
residence,  Trustor shall furnish to Lender, upon request, a certified statement
of  net  operating  income  received from the Property during Trustor's previous
fiscal  year  in  such  form  and detail as Lender shall require. "Net operating
income"  shall  mean  all  cash  receipts  from  the  Property  less  all  cash
expenditures  made  in  connection  with  the  operation  of  the  Property.

<PAGE>

ACCEPTANCE  BY  TRUSTEE.  Trustee  accepts  this Deed of Trust when this Deed of
Trust,  duly  executed  and acknowledged, is made a public record as provided by
law.

APPLICABLE  LAW. This Deed of Trust has been delivered to Lender and accepted by
Lender  in  the State of California. This Deed of Trust shall be governed by and
construed  in  accordance  with  the  laws  of  the  State  of  California.

CAPTION  HEADINGS.  Caption  headings  in this Deed of Trust are for convenience
purposes  only  and  are not to be used to interpret or define the provisions of
this  Deed  of  Trust.

MERGER.  There shall be no merger of the interest or estate created by this Deed
of  Trust  with any other interest or estate in the Property at any time held by
or  for  the  benefit  of Lender in any capacity, without the written consent of
Lender.

MULTIPLE  PARTIES.  All obligations of Trustor under this Deed of Trust shall be
joint  and  several,  and  all  references  to Trustor shall mean each and every
Trustor.  This  means  that each of the persons signing below is responsible for
all  obligations  in  this  Deed  of  Trust.

SEVERABILITY AND INTERPRETATION.  If a court of competent jurisdiction finds any
provision  of this Deed of Trust to be invalid or unenforceable as to any person
or  circumstance,  such  finding  shall  not  render  that  provision invalid or
unenforceable  as  to  any other persons or circumstances. If feasible, any such
offending  provision  shall  be deemed to be modified to be within the limits of
enforceability  or  validity;  however,  if the offending provision cannot be so
modified, it shall be stricken and all other provisions of this Deed of Trust in
all  other  respects  shall  remain  valid  and  enforceable.  The terms of this
document  shall  not  be  construed  against  the  party  to  have  drafted  it.

SUCCESSORS  AND ASSIGNS. Subject to the limitations stated in this Deed of Trust
on  transfer of Trustor's interest, this Deed of Trust shall be binding upon and
inure  to the benefit of the parties, their successors and assigns. If ownership
of  the  Property becomes vested in a person other than Trustor, Lender, without
notice  to  Trustor,  may  deal with Trustor's successors with reference to this
Deed  of  Trust  and the Indebtedness by way of forbearance or extension without
releasing  Trustor from the obligations of this Deed of Trust or liability under
the  Indebtedness.

TIME  IS  OF  THE  ESSENCE  AND  ATTORNEY REVIEW.  Time is of the essence in the
performance  of  this Deed of Trust.  Each party acknowledges and agrees that it
has had adequate opportunity to review this document with legal counsel of their
choosing.

<PAGE>

WAIVERS AND CONSENTS. Lender shall not be deemed to have waived any rights under
this  Deed  of  Trust  (or under the Related Documents) unless such waiver is in
writing  and  signed  by  Lender.  No delay or omission on the part of Lender in
exercising any right shall operate as a waiver of such right or any other right.
A  waiver by any party of a provision of this Deed of Trust shall not constitute
a waiver of or prejudice the party's right otherwise to demand strict compliance
with  that  provision or any other provision. No prior waiver by Lender, nor any
course  of  dealing between Lender and Trustor, shall constitute a waiver of any
of  Lender's  rights  or  any  of  Trustor's  obligations  as  to  any  future
transactions.  Whenever consent by Lender is required in this Deed of Trust, the
granting  of  such  consent  by  Lender  in  any  instance  shall not constitute
continuing  consent  to  subsequent  instances  where  such consent is required.

EACH  TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST,
AND  EACH  TRUSTOR  AGREES  TO  ITS  TERMS.

TRUSTOR:


By: ____________________         By _______________________
      Lee  H.  Kasper                   Michele Kasper

     ACKNOWLEDGMENT

State  of      )
               )SS.
County  of     )

On               before  me,

personally  appeared

personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be the person(s) whose names(s) Ware subscribed to the within instrument and
acknowledged  to  me  that  he/she/they  executed  the  same  in  his/her/their
authorized  capacity(ies),  and  that  by  his/her/their  signatures(s)  on  the
instrument  the  person(s),  or  the  entity  upon behalf of which the person(s)
acted,  executed  the  instrument.

WITNESS  my  hand  and  official  seal.
Signature____________________________________

(This  area  for  official  seal)

<PAGE>

ATTENTION NOTARY- Although the information requested below is OPTIONAL, it could
prevent  fraudulent  attachment  of  this  certificate  to  another  documents.



THIS  CERTIFICATE  MUST  BE  ATTACHED  TO  THE  DOCUMENT  DESCRIBED  BELOW:

Title  or  Type  of  Document
Number  of  Pages ______Date  of  Document
Signer(s)  Other  Than  Named  Above

                      ACKNOWLEDGMENT

State  of      )
               )SS.
County  of     )

On                before  me,

personally  appeared

personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be the person(s) whose names(s) Ware subscribed to the within instrument and
acknowledged  to  me  that  he/she/they  executed  the  same  in  his/her/their
authorized  capacity(ies),  and  that  by  his/her/their  signatures(s)  on  the
instrument  the  person(s),  or  the  entity  upon behalf of which the person(s)
acted,  executed  the  instrument.

WlTNESS  my  hand  and  official  seal.
Signature____________________________________

(This  area  for  official  seal)

ATTENTION NOTARY- Although the information requested below is OPTIONAL, it could
prevent  fraudulent  attachment  of  this  certificate  to  another  documents.

THIS  CERTIFICATE  MUST  BE  ATTACHED  TO  THE  DOCUMENT  DESCRIBED  BELOW:

Title  or  Type  of  Document
Number  of  Pages     Date  of  Document
Signer(s)  Other  Than  Named  Above

<PAGE>