<PAGE>
                                                                    Exhibit 10.4

Recording requested by, and when
recorded, please return to:

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017

ATTN: Krista McManus,  Esq.


                 DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
                      FIXTURE FILING AND SECURITY AGREEMENT

                                      from

                       NATIONAL WATERWORKS, INC., Grantor

                                       to

                    CHICAGO TITLE INSURANCE COMPANY, Trustee
                                 for the use and
                                   benefit of

          UBS AG, STAMFORD BRANCH, as administrative agent, Beneficiary


                          DATED AS OF NOVEMBER 22, 2002
<PAGE>
                                                                    [Washington]

                 DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
                      FIXTURE FILING AND SECURITY AGREEMENT

            THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING
AND SECURITY AGREEMENT, dated as of November 22, 2002 is made by NATIONAL
WATERWORKS, INC., a Delaware corporation ("Grantor"), having its principal
office at American Plaza, 200 West Highway E, Suite 620, Waco, Texas 76712, to
CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation ("Trustee"), whose
address is 701 Fifth Avenue, Seattle, Washington 98104, for the use and benefit
of UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders referred to
below ("Beneficiary"), whose address is 677 Washington Boulevard, Stamford,
Connecticut 06901. References to this "Deed of Trust" shall mean this instrument
and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.

                                   BACKGROUND

            A. Grantor has entered into that certain Credit Agreement dated as
of the date hereof (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") with National Waterworks
Holdings, Inc., the several banks and other financial institutions from time to
time parties thereto (the "Lenders"), JPMorgan Securities Inc. and Goldman Sachs
Credit Partners L.P., as Co-Syndication Agents, General Electric Capital
Corporation and Antares Capital Corporation, as Co-Documentation Agents, and
Beneficiary. To the extent applicable, the terms of the Credit Agreement are
incorporated by reference in this Deed of Trust as if the terms thereof were
fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. References in this Deed of
Trust to the "Default Rate" shall mean the applicable interest rate set forth in
Section 2.14(c) of the Credit Agreement.

            B. Grantor is the owner of the parcel(s) of real property described
on Schedule A attached hereto (such real property, together with all of the
buildings, improvements, structures and fixtures now or subsequently located
thereon (the "Improvements"), being collectively referred to as the "Real
Estate").

            C. Pursuant to the terms and conditions of the Credit Agreement,
inter alia, (1) the Tranche B Term Loan Lenders have severally agreed to make a
certain Tranche B Term Loan to Grantor in an aggregate principal amount not to
exceed Two Hundred Fifty Million Dollars ($250,000,000); (2) the Revolving
Lenders have severally agreed to make certain Revolving Extensions of Credit to
Grantor in an aggregate principal amount at any one time outstanding not to
exceed Seventy Five Million Dollars ($75,000,000), which include the following
subfacilities thereunder (a) Letters of Credit which may be issued for the
account of Grantor in an aggregate principal amount at any one time outstanding
not to exceed Thirty Five Million Dollars ($35,000,000) and (b) Swingline Loans
which may be made in an aggregate principal amount at any one time outstanding
not to exceed Seven Million Five Hundred
<PAGE>
Thousand Dollars ($7,500,000); and (3) one or more Lenders may agree to make
Incremental Extensions of Credit in an aggregate principal amount not to exceed
Fifty Million Dollars ($50,000,000). The maximum aggregate principal amount of
the Loans and the Reimbursement Obligations outstanding at any one time under
the Credit Agreement and secured hereby shall not exceed Three Hundred Seventy
Five Million Dollars ($375,000,000).

            D. The obligations of the Lenders to make the Loans, to issue
Letters of Credit and to enter into any Specified Swap Agreements are
conditioned upon, among other things, the execution and delivery by Grantor of
this Deed of Trust.

                                Granting Clauses

            For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Grantor agrees that to secure the following
(collectively, the "Obligations"):

            (a) the payment by Grantor in accordance with the terms of the
            Credit Agreement of the unpaid principal of and interest on
            (including interest accruing after the maturity of the Loans and
            Reimbursement Obligations and interest accruing after the filing of
            any petition in bankruptcy, or the commencement of any insolvency,
            reorganization or like proceeding, relating to the Grantor, whether
            or not a claim for post-filing or post-petition interest is allowed
            in such proceeding) the Loans and all other obligations and
            liabilities of the Grantor to the Beneficiary or to any Lender (or,
            in the case of Specified Swap Agreements, any affiliate of any
            Lender), whether direct or indirect, absolute or contingent, due or
            to become due, or now existing or hereafter incurred, which may
            arise under, out of, or in connection with, this Deed of Trust, any
            other Loan Document, the Letters of Credit, any Specified Swap
            Agreement or any other document made, delivered or given in
            connection herewith or therewith, whether on account of principal,
            interest, reimbursement obligations, fees, indemnities, costs,
            expenses (including all fees, charges and disbursements of counsel
            to the Beneficiary or to any Lender that are required to be paid by
            Grantor pursuant hereto) or otherwise; and

            (b) the performance and observance of each obligation, term,
            covenant and condition to be performed or observed by Grantor under,
            in connection with or pursuant to the provisions of the Credit
            Agreement, the Notes, the Letters of Credit, any Specified Swap
            Agreements, this Deed of Trust and any of the other Security
            Documents or any of the other Loan Documents;

GRANTOR HEREBY IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE, IN TRUST,
WITH POWER OF SALE THE FOLLOWING:

            (A) the Real Estate;

            (B) all the estate, right, title, claim or demand whatsoever of
      Grantor, in possession or expectancy, in and to the Real Estate or any
      part thereof;
<PAGE>
            (C) all right, title and interest of Grantor in, to and under all
      easements, rights of way, gores of land, streets, ways, alleys, passages,
      sewer rights, waters, water courses, water and riparian rights,
      development rights, air rights, mineral rights and all estates, rights,
      titles, interests, privileges, licenses, tenements, hereditaments and
      appurtenances belonging, relating or appertaining to the Real Estate, and
      any reversions, remainders, rents, issues, profits and revenue thereof and
      all land lying in the bed of any street, road or avenue, in front of or
      adjoining the Real Estate to the center line thereof;


            (D) of the fixtures, chattels, business machines, machinery,
      apparatus, equipment, furnishings, fittings and articles of personal
      property of every kind and nature whatsoever, and all appurtenances and
      additions thereto and substitutions or replacements thereof (together
      with, in each case, attachments, components, parts and accessories)
      currently owned or subsequently acquired by Grantor and now or
      subsequently attached to, or contained in or used or usable in any way in
      connection with any operation or letting of the Real Estate, including but
      without limiting the generality of the foregoing, all screens, awnings,
      shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors
      and windows, furniture and furnishings, heating, electrical, and
      mechanical equipment, lighting, switchboards, plumbing, ventilating, air
      conditioning and air-cooling apparatus, refrigerating, and incinerating
      equipment, escalators, elevators, loading and unloading equipment and
      systems, stoves, ranges, laundry equipment, cleaning systems (including
      window cleaning apparatus), telephones, communication systems (including
      satellite dishes and antennae), televisions, computers, sprinkler systems
      and other fire prevention and extinguishing apparatus and materials,
      security systems, motors, engines, machinery, pipes, pumps, tanks,
      conduits, appliances, fittings and fixtures of every kind and description
      (all of the foregoing in this paragraph (D) being referred to as the
      "Equipment");

            (E) right, title and interest of Grantor in and to all substitutes
      and replacements of, and all additions and improvements to, the Real
      Estate and the Equipment, subsequently acquired by or released to Grantor
      or constructed, assembled or placed by Grantor on the Real Estate,
      immediately upon such acquisition, release, construction, assembling or
      placement, including, without limitation, any and all building materials
      to be used in connection with such substitutes, replacements of, and all
      additions and improvements to, the Real Estate and the Equipment whether
      stored at the Real Estate or offsite, and, in each such case, without any
      further deed of trust, conveyance, assignment or other act by Grantor;

            (F) all right, title and interest of Grantor in, to and under all
      leases, subleases, underlettings, concession agreements, management
      agreements, licenses and other agreements relating to the use or occupancy
      of the Real Estate or the Equipment or any part thereof, now existing or
      subsequently entered into by Grantor and whether written or oral and all
      guarantees of any of the foregoing (collectively, as any of the foregoing
      may be amended, restated, extended, renewed or modified from time to time,
      the "Leases"), and all rights of Grantor in respect of cash and securities
      deposited thereunder and the right to receive and collect the revenues,
      income, rents, issues and profits thereof, together with all other rents,
      royalties, issues, profits, revenue, income and other benefits
<PAGE>
      arising from the use and enjoyment of the Trust Property (as defined
      below) (collectively, the "Rents');

            (G) all unearned premiums under insurance policies now or
      subsequently obtained by Grantor relating to the Real Estate or Equipment
      and Grantor's interest in and to all proceeds of any such insurance
      policies (including title insurance policies) including the right to
      collect and receive such proceeds, subject to the provisions relating to
      insurance generally set forth below; and all awards and other
      compensation, including the interest payable thereon and the right to
      collect and receive the same, made to the present or any subsequent owner
      of the Real Estate or Equipment for the taking by eminent domain,
      condemnation or otherwise, of all or any part of the Real Estate or any
      easement or other right therein subject to the provisions set forth below;

            (H) all right, title and interest of Grantor in and to (i) all
      contracts from time to time executed by Grantor or any manager or agent on
      its behalf relating to the ownership, construction, maintenance, repair,
      operation, occupancy, sale or financing of the Real Estate or Equipment or
      any part thereof and all agreements or options relating to the purchase or
      lease of any portion of the Real Estate or any property which is adjacent
      or peripheral to the Real Estate, together with the right to exercise such
      options and all leases of Equipment, (ii) all consents, licenses, building
      permits, certificates of occupancy and other governmental approvals
      relating to construction, completion, occupancy, use or operation of the
      Real Estate or any part thereof and (iii) all drawings, plans,
      specifications and similar or related items relating to the Real Estate;

            (I) any and all monies now or subsequently on deposit for the
      payment of real estate taxes or special assessments against the Real
      Estate or for the payment of premiums on insurance policies covering the
      foregoing property or otherwise on deposit with or held by Beneficiary as
      provided in this Deed of Trust; and

            (J) all proceeds, both cash and noncash, of the foregoing subject to
      the provisions of this Deed of Trust;

            (All of the foregoing property and rights and interests now owned or
held or subsequently acquired by Grantor and described in the foregoing clauses
(A) through (E) are collectively referred to as the "Premises", and those
described in the foregoing clauses (A) through (J) are collectively referred to
as the "Trust Property" provided, however, that notwithstanding any of the other
provisions set forth in this Deed of Trust, this Deed of Trust shall not
constitute a grant of a security interest in any intangible personal property to
the extent that such grant of a security interest in such intangible personal
property is prohibited by any Requirements of Law of a Governmental Authority,
requires a consent not obtained of any Governmental Authority pursuant to such
Requirement of Law, or is prohibited by, or constitutes a breach or default
under, or results in the termination of or requires any consent not obtained
under, any contract, license, agreement, instrument or other document evidencing
or giving rise to such property.)
<PAGE>
            TO HAVE AND TO HOLD the Trust Property and the rights and privileges
hereby granted unto Trustee, its successors and assigns for the uses and
purposes set forth, in trust with power of sale, until the Obligations are fully
paid and fully performed.

            Notwithstanding anything to the contrary set forth herein, the
maximum aggregate principal amount secured hereby shall not exceed at any one
time Three Hundred Seventy Five Million Dollars ($375,000,000). This Deed of
Trust covers present and future advances and re-advances, in the aggregate
amount of the obligations secured hereby, made by the Lenders for the benefit of
Grantor and the lien of such future advances and re-advances shall relate back
to the date of this Deed of Trust.]

                              Terms and Conditions

           Grantor further represents, warrants, covenants and agrees
with Trustee and Beneficiary as follows:

            2. Warranty of Title. Grantor warrants that Grantor has good title
to the Real Estate in fee simple subject only to the matters that are set forth
in Schedule B of the title insurance policy or policies being issued to
Beneficiary to insure the lien of this Deed of Trust and good title to the rest
of the Trust Property subject only to the liens permitted under Section 7.3 of
the Credit Agreement (collectively referred to herein as the "Permitted
Exceptions") and Grantor shall warrant, defend and preserve such title and the
lien of the Deed of Trust thereon against all claims of all persons and
entities. Grantor further warrants that it has the right to mortgage the Trust
Property.

            3. Requirements. From and after the date of this Deed of Trust,
Grantor shall not by act or omission permit any building or other improvement on
any premises not subject to the lien of this Deed of Trust to rely on the
Premises or any part thereof or any interest therein to fulfill any Legal
Requirement, and Grantor hereby assigns to Beneficiary any and all rights to
give consent for all or any portion of the Premises or any interest therein to
be so used.

          4. Payment of Taxes and Other Impositions. (a) Promptly when
due or prior to the date on which any fine, penalty, interest or cost may be
added thereto or imposed, Grantor shall pay and discharge all taxes, charges and
assessments of every kind and nature, all charges for any easement or agreement
maintained for the benefit of any of the Real Estate, all general and special
assessments, levies, permits, inspection and license fees, all water and sewer
rents and charges, vault taxes and all other public charges even if unforeseen
or extraordinary, imposed upon or assessed against or which may become a lien on
any of the Real Estate, or arising in respect of the occupancy, use or
possession thereof, together with any penalties or interest on any of the
foregoing that if not paid, could result in a Material Adverse Effect (all of
the foregoing are collectively referred to herein as the "Impositions") before
the same shall become delinquent or in default, except where (i) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (ii)
Grantor has set aside on its books adequate reserves with respect thereto in
accordance with GAAP, and (iii) the failure to make payment pending such contest
could not reasonably be expected to result in a Material Adverse Effect. Upon
request by Beneficiary, Grantor shall deliver to Beneficiary (i) original or
copies of receipted bills and cancelled checks evidencing payment of such
Imposition if it is a real estate
<PAGE>
tax or other public charge and (ii) evidence reasonably acceptable to
Beneficiary showing the payment of any other such Imposition. If by law any
Imposition, at Grantor's option, may be paid in installments (whether or not
interest shall accrue on the unpaid balance of such Imposition), Grantor may
elect to pay such Imposition in such installments and shall be responsible for
the payment of such installments with interest, if any.

      (b) Nothing herein shall affect any right or remedy of Beneficiary under
this Deed of Trust or otherwise, without notice or demand to Grantor, to pay any
Imposition after the date such Imposition shall have become due, and to add to
the Obligations the amount so paid, together with interest from the time of
payment at the Default Rate. Any sums paid by Beneficiary in discharge of any
Impositions shall be (i) a lien on the Premises secured hereby prior to any
right or title to, interest in, or claim upon the Premises, subordinate to the
lien of this Deed of Trust, and (ii) payable on demand by Grantor to
Beneficiary, together with interest at the Default Rate as set forth above.

      (c) Grantor shall not claim, demand or be entitled to receive any credit
or credits toward the satisfaction of this Deed of Trust or on any interest
payable thereon for any taxes assessed against the Real Estate or any part
thereof, and shall not claim any deduction from the taxable value of the Real
Estate by reason of this Deed of Trust.

            5. Insurance. Grantor shall maintain or cause to be maintained at
lease such insurance in at least such amounts against at least such risks as is
provided in the Credit Agreement.

            6. Restrictions on Liens and Encumbrances. Except for the lien of
this Deed of Trust and the Permitted Exceptions, and except as expressly
permitted under the Credit Agreement, Grantor shall not, without the prior
written consent of Beneficiary, further mortgage, nor otherwise encumber the
Trust Property nor create or suffer to exist any lien, charge or encumbrance on
the Trust Property, or any part thereof, whether superior or subordinate to the
lien of this Deed of Trust and whether recourse or non-recourse.

            7. Transfer Restrictions. Except as expressly permitted under the
Credit Agreement, Grantor shall not, without the prior written consent of
Beneficiary, sell, transfer, convey or assign all or any portion of, or any
interest in, the Trust Property.

            8. Relationship of Beneficiary and Grantor. Beneficiary shall in no
event be construed for any purpose to be a partner, joint venturer, agent or
associate of Grantor or of any beneficiary, tenant, subtenant, operator,
concessionaire or licensee of Grantor in the conduct of their respective
businesses, and without limiting the foregoing Beneficiary shall not be deemed
to be such partner, joint venturer, agent or associate on account of Beneficiary
becoming a Beneficiary in possession or exercising any rights pursuant to this
Mortgage, any of the other Loan Documents, or otherwise.

            9. Condemnation/Eminent Domain. Immediately upon obtaining knowledge
of the institution of any proceedings for the condemnation of the Trust
Property, or any portion thereof, Grantor will notify Beneficiary of the
pendency of such proceedings. Following and during the continuation of any Event
of Default, Beneficiary is hereby authorized and
<PAGE>
empowered by Grantor to settle or compromise any claim in connection with such
condemnation and to receive all awards and proceeds thereof to be held by
Beneficiary as collateral to secure the payment and performance of the
Obligations. Notwithstanding the preceding sentence, provided no Event of
Default shall have occurred and be continuing, Grantor shall, at its expense,
diligently prosecute any proceeding relating to such condemnation, settle or
compromise any claims in connection therewith and receive any awards or proceeds
thereof (except to the extent any of the same shall constitute Net Cash
Proceeds, in which case all applicable provisions of the Credit Agreement shall
govern).

            10. Leases. Grantor shall not (a) execute an assignment or pledge of
any Lease relating to all or any portion of the Trust Property other than in
favor of Beneficiary, or (b) except as expressly permitted under the Credit
Agreement, without the prior written consent of Beneficiary, execute or permit
to exist any Lease of any of the Trust Property.

            11. Further Assurances. To further assure Beneficiary's and
Trustee's rights under this Deed of Trust, Grantor agrees upon demand of
Beneficiary to do any act or execute any additional documents (including, but
not limited to, security agreements on any personalty included or to be included
in the Trust Property and a separate assignment of each Lease in recordable
form) as may be reasonably required by Beneficiary to confirm the lien of this
Deed of Trust and all other rights or benefits conferred on Beneficiary
hereunder.

            12. Beneficiary's Right to Perform. Following the occurrence and
during the continuation of an Event of Default, if Grantor fails to perform any
of the covenants or agreements of Grantor hereunder, Beneficiary, without
waiving or releasing Grantor from any obligation or default under this Deed of
Trust, may, at any time upon delivery of written notice to Grantor (but shall be
under no obligation to) pay or perform the same, and the amount or cost thereof,
with interest at the Default Rate, shall immediately be due from Grantor to
Beneficiary and the same shall be secured by this Deed of Trust and shall be a
lien on the Trust Property prior to any right, title to, interest in or claim
upon the Trust Property attaching subsequent to the lien of this Deed of Trust.
No payment or advance of money by Beneficiary or Trustee under this Section
shall be deemed or construed to cure Grantor's default or waive any right or
remedy of Beneficiary.

            13. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            14. Remedies.

            (a) Upon the occurrence and continuation of any Event of Default,
Beneficiary may immediately take such action, without notice or demand, as it
deems advisable to protect and enforce its rights against Grantor and in and to
the Trust Property, including, but not limited to, the following actions, each
of which may be pursued concurrently or otherwise, at such time and in such
manner as Beneficiary may determine, in its sole discretion, without impairing
or otherwise affecting the other rights and remedies of Beneficiary, but in any
event, with respect to personal property only, subject to the terms and
conditions of the Guarantee and Collateral Agreement:
<PAGE>
            (i) To the extent permitted by law, with or without taking
      possession of the Trust Property, sue for or otherwise collect the rents,
      issues and profits thereof, including those past due and unpaid, and apply
      the same, less reasonable costs and expenses of operation and collection
      including reasonable attorneys' fees, upon the Obligations, all in such
      order as Beneficiary may reasonably determine. The entering upon and
      taking possession of the Trust Property, the collection of such rents,
      issues and profits and the application thereof as aforesaid, shall not
      cure or waive any default or notice of default hereunder or invalidate any
      act done in response to such default or pursuant to such notice of default
      and, notwithstanding the continuance in possession of the Trust Property
      or the collection, receipt and application of rents, issues or profits,
      Beneficiary shall be entitled to exercise every right provided for in the
      Loan Documents or by law.

            (ii) Bring an action in any court of competent jurisdiction to
      foreclose this Deed of Trust against all or any part of the Trust Property
      or to enforce any of the covenants, terms or conditions hereof and
      Beneficiary shall have the right to specific performance, injunction and
      any other equitable right or remedy as though other remedies were not
      provided in this Deed of Trust.

            (ii) Elect to cause the Trust Property or any part thereof to be
      sold as follows, Grantor hereby expressly waiving any right which it may
      have to direct the order in which any of the Trust Property may be sold:

                  (A) Beneficiary may proceed as if all of the Trust Property
            were real property, in accordance with subparagraph (C) below, or
            Beneficiary may elect to treat any of the Trust Property which
            consists of personal property, in accordance with the Section below
            constituting this Deed of Trust a Security Agreement, separate and
            apart from the sale of real property, the remainder of the Trust
            Property being treated as real property;

                  (B) Beneficiary may cause any such sale or other disposition
            to be conducted immediately following the expiration of any grace
            period, if any, herein provided or Beneficiary may delay any such
            sale or other disposition for such reasonable period of time as
            Beneficiary deems to be in its best interest. Should Beneficiary
            desire that more than one such sale or other disposition be
            conducted, Beneficiary may, at its option, cause the same to be
            conducted simultaneously, or successively on the same day, or at
            such different days or times and in such order as Beneficiary may
            deem to be in its best interest;

                  (C) Should Beneficiary elect to sell the Trust Property upon
            which Beneficiary has elected to proceed under the laws governing
            foreclosure of or sales pursuant to deeds of trust, Beneficiary or
            Trustee shall give such notice of default and election to sell as
            may then be required by law. Thereafter, upon the expiration of such
            time and the giving of such notice of sale as
<PAGE>
            may then be required by law, Trustee, at the time and place
            specified by the notice of sale, shall sell such Trust Property, or
            any portion thereof specified by Beneficiary, at public auction to
            the highest bidder for cash in lawful money of the United States,
            subject, however, to the provisions of the Section below authorizing
            Beneficiary to make payment by giving credit against the
            Obligations. Trustee may, and upon request of Beneficiary shall,
            from time to time, postpone the sale by public announcement thereof
            at the time and place noticed therefor. If the Trust Property
            consists of several lots or parcels, Beneficiary may elect to sell
            the Trust Property either as a whole or in separate lots or parcels.
            If Beneficiary elects to sell in separate lots or parcels,
            Beneficiary may designate the order in which such lots or parcels
            shall be offered for sale or sold. Any person, including Grantor or
            Beneficiary, may purchase at the sale. Upon any sale, Trustee shall
            execute and deliver to the purchaser or purchasers a deed or deeds
            conveying the property so sold, but without any covenant or warranty
            whatsoever, express or implied;

                  (D) In the event of a sale or other disposition of any such
            property, or any part thereof, and the execution of a deed or other
            conveyance pursuant thereto, the recitals therein of facts, such as
            an Event of Default, the giving of a notice of default, acceleration
            and notice of sale, demand that such sale should be made,
            postponement of sale, terms of sale, sale, purchase, payments of
            purchase money, and any other fact affecting the regularity or
            validity of such sale or disposition shall be conclusive proof of
            the truth of such facts; and any such deed or conveyance shall be
            conclusive against all persons as to such facts recited therein;

                  (E) Beneficiary and/or Trustee shall apply the proceeds of any
            sale or disposition hereunder in the order as provided in the
            immediately succeeding Section of this Deed of Trust; and

                  (F) Beneficiary may exercise all other rights and remedies
            provided herein, in the other Loan Documents or otherwise available
            at law or equity.

            15. Sale of the Trust Property; Application of Proceeds. Subject to
the requirements of applicable law, the proceeds or avails of any foreclosure
sale and all moneys received by Beneficiary pursuant to any right given or
action taken under the provisions of this Deed of Trust shall be applied as
follows:

            First: To the payment of the reasonable costs and expenses of any
      such sale or other enforcement proceedings in accordance with the terms
      hereof and of any judicial proceeding wherein the same may be made, and in
      addition thereto, reasonable
<PAGE>
      compensation to Beneficiary, its agents and counsel, and all reasonable
      actual out of pocket expenses, advances, liabilities and sums made or
      furnished or incurred by Beneficiary or the holder of this Deed of Trust
      under this Deed of Trust and the other Loan Documents, together with
      interest at the Default Rate (or such lesser amount as may be the maximum
      amount permitted by law), and all taxes, assessments or other charges,
      except any taxes, assessments or other charges subject to which the Trust
      Property shall have been sold;

            Second: To the payment of the whole amount when due, owing and
      unpaid (whether by acceleration or otherwise) upon the Obligations for
      principal and interest; and in case such proceeds shall be insufficient to
      pay in full the whole amount so due and unpaid, then first, to the payment
      of all amounts of interest at the time due and payable in respect of the
      Obligations, without preference or priority of any installment of interest
      over any other installment of interest, and second, to the payment of all
      amounts of principal, all such payments of principal and interest to be
      made ratably to the holders entitled thereto;

            Third: To the payment of any other sums required to be paid by
      Grantor pursuant to any provision of this Deed of Trust, or any other Loan
      Document; and.

            Fourth: To the payment of the surplus, if any, to whomsoever may be
      lawfully entitled to receive the same.

Trustee is not obligated to notify any party hereto of any pending sale under
any other deed of trust or of any action or proceeding in which Grantor,
Beneficiary or Trustee shall be a party, unless brought by Trustee.

            16. Trustee. Trustee shall be entitled to reasonable compensation
for all services rendered or expenses incurred in the administration or
execution of the trusts hereby created and Grantor hereby agrees to pay the
same. Trustee shall be indemnified, held harmless and reimbursed by Grantor for
any liability, damage or expense, including reasonable attorneys' fees and
amounts paid in settlement, which Trustee may incur or sustain in connection
with this Deed of Trust or in the doing of any act which Trustee is required or
permitted to do by the terms hereof or by law, except for Trustee's gross
negligence and willful misconduct. The acceptance by Trustee of this trust shall
be evidenced when this Deed of Trust, duly executed and acknowledged, is made a
public record as provided by law and the trust created hereby is irrevocable by
Grantor. A request is hereby made by Grantor that a copy of any notice of sale
under this Deed of Trust be mailed to Grantor at Grantor's address set forth in
the first paragraph of this Deed of Trust.

            17. Right of Beneficiary to Credit Sale. Upon the occurrence of any
sale made under this Deed of Trust in connection with the exercise of remedies
hereunder upon the occurrence and during the continuation of any Event of
Default, whether made under the power of sale or by virtue of judicial
proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may
bid for and acquire the Trust Property or any part thereof. In lieu of paying
cash therefor, Beneficiary may make settlement for the purchase price by
crediting upon the Obligations or other sums secured by this Deed of Trust the
net sales price after deducting
<PAGE>
therefrom the expenses of sale and the cost of the action and any other sums
which Beneficiary is authorized to deduct under this Deed of Trust. In such
event, this Deed of Trust, the Credit Agreement, the Notes, the other Loan
Documents and any other documents evidencing expenditures secured hereby may be
presented to the person or persons conducting the sale in order that the amount
so used or applied may be credited upon the Obligations as having been paid.

            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Beneficiary as a matter of right and without notice
to Grantor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Trust Property or any other collateral as
security for the Obligations or the interest of Grantor therein, shall have the
right to apply to any court having jurisdiction to appoint a receiver or
receivers or other manager of the Trust Property, and Grantor hereby irrevocably
consents to such appointment and waives notice of any application therefor
(except as may be required by law). Any such receiver or receivers shall have
all the usual powers and duties of receivers in like or similar cases and all
the powers and duties of Beneficiary in case of entry as provided in this Deed
of Trust, including, without limitation and to the extent permitted by law, the
right to enter into leases of all or any part of the Trust Property, and shall
continue as such and exercise all such powers until the date of confirmation of
sale of the Trust Property, unless such receivership is sooner terminated.

            19. Extension, Release, etc.

            (a) Without affecting the lien or charge of this Deed of Trust upon
any portion of the Trust Property not then or theretofore released as security
for the full amount of the Obligations, Beneficiary may, from time to time and
without notice, agree to (i) release any person liable for the Obligations, (ii)
extend the maturity or alter any of the terms of the Obligations, (iii) grant
other indulgences, (iv) release or reconvey, or cause to be released or
reconveyed at any time at Beneficiary's option any parcel, portion or all of the
Trust Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Deed of Trust shall secure
less than all of the principal amount of the Obligations, it is expressly agreed
that any repayments of the principal amount of the Obligations shall not reduce
the amount of the lien of this Deed of Trust until the lien amount shall equal
the principal amount of the Obligations outstanding.

            (b) No recovery of any judgment by Beneficiary and no levy of an
execution under any judgment upon the Trust Property or upon any other property
of Grantor shall affect the lien of this Deed of Trust or any liens, rights,
powers or remedies of Beneficiary hereunder, and such liens, rights, powers and
remedies shall continue unimpaired.

            (c) If Beneficiary shall have the right to foreclose this Deed of
Trust or to direct the Trustee to exercise its power of sale, Grantor authorizes
Beneficiary at its option to foreclose the lien of this Deed of Trust (or direct
the Trustee to sell the Trust Property, as the case may be) subject to the
rights of any tenants of the Trust Property. The failure to make any such
tenants parties defendant to any such foreclosure proceeding and to foreclose
their rights, or to provide notice to such tenants as required in any statutory
procedure governing a sale of the
<PAGE>
Trust Property by Trustee, or to terminate such tenant's rights in such sale
will not be asserted by Grantor as a defense to any proceeding instituted by
Beneficiary to collect the Obligations or to foreclose the lien of this Deed of
Trust.

            (d) Unless expressly provided otherwise, in the event that ownership
of this Deed of Trust and title to the Trust Property or any estate therein
shall become vested in the same person or entity, this Deed of Trust shall not
merge in such title but shall continue as a valid charge on the Trust Property
for the amount secured hereby.

            20. Security Agreement under Uniform Commercial Code.

            (a) It is the intention of the parties hereto that this Deed of
Trust shall constitute a Security Agreement within the meaning of the Uniform
Commercial Code (the "Code") of the State in which the Trust Property is
located. If an Event of Default shall occur and be continuing under this Deed of
Trust, then in addition to having any other right or remedy available at law or
in equity, Beneficiary shall have the option of either (i) proceeding under the
Code and exercising such rights and remedies as may be provided to a secured
party by the Code with respect to all or any portion of the Trust Property which
is personal property (including, without limitation, taking possession of and
selling such property) or (ii) treating such property as real property and
proceeding with respect to both the real and personal property constituting the
Trust Property in accordance with Beneficiary's rights, powers and remedies with
respect to the real property (in which event the default provisions of the Code
shall not apply). If Beneficiary shall elect to proceed under the Code, then ten
days' notice of sale of the personal property shall be deemed reasonable notice
and the reasonable expenses of retaking, holding, preparing for sale, selling
and the like incurred by Beneficiary shall include, but not be limited to,
reasonable attorneys' fees and legal expenses. At Beneficiary's request, Grantor
shall assemble the personal property and make it available to Beneficiary at a
place designated by Beneficiary which is reasonably convenient to both parties.

            (b) Grantor and Beneficiary agree, to the extent permitted by law,
that: (i) all of the goods described within the definition of the word
"Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of
Trust upon recording or registration in the real estate records of the proper
office shall constitute a financing statement filed as a "fixture filing" within
the meaning of Sections 9-334 and 9-502 of the Code; (iii) Grantor is the record
owner of the Real Estate; and (iv) the addresses of Grantor and Beneficiary are
as set forth on the first page of this Deed of Trust.

            (c) Grantor, upon request by Beneficiary from time to time, shall
execute, acknowledge and deliver to Beneficiary one or more separate security
agreements, in form reasonably satisfactory to Beneficiary, covering all or any
part of the Trust Property and will further execute, acknowledge and deliver, or
cause to be executed, acknowledged and delivered, any financing statement,
affidavit, continuation statement or certificate or other document as
Beneficiary may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Deed of
Trust and such security instrument. Grantor further agrees to pay to Beneficiary
on demand all reasonable costs and expenses incurred by Beneficiary in
connection with the preparation, execution, recording, filing and re-filing of
any such document and all reasonable costs and expenses of any record searches
for
<PAGE>
financing statements Beneficiary shall reasonably require. If Grantor shall fail
to furnish any financing or continuation statement within 10 days after request
by Beneficiary, then pursuant to the provisions of the Code, Grantor hereby
authorizes Beneficiary, without the signature of Grantor, to execute and file
any such financing and continuation statements solely with respect to the Trust
Property. The filing of any financing or continuation statements in the records
relating to personal property or chattels shall not be construed as in any way
impairing the right of Beneficiary to proceed against any personal property
encumbered by this Deed of Trust as real property, as set forth above.

            21. Assignment of Rents. Grantor hereby assigns to Trustee, for the
benefit of Beneficiary the Rents as further security for the payment and
performance of the Obligations, and Grantor grants to Trustee and Beneficiary
the right to enter the Trust Property for the purpose of collecting the same and
to let the Trust Property or any part thereof, and to apply the Rents on account
of the Obligations. The foregoing assignment and grant is present and absolute
and shall continue in effect until the Obligations secured hereby are paid in
full, but Beneficiary and Trustee hereby waive the right to enter the Trust
Property for the purpose of collecting the Rents and Grantor shall be entitled
to collect, receive, use and retain the Rents until the occurrence and during
the continuation of an Event of Default under this Deed of Trust; such right of
Grantor to collect, receive, use and retain the Rents may be revoked by
Beneficiary upon the occurrence and during the continuation of any Event of
Default under this Deed of Trust by giving not less than five days' written
notice of such revocation to Grantor; in the event such notice is given, Grantor
shall pay over to Beneficiary, or to any receiver appointed to collect the Rents
and any lease security deposits. Grantor shall not accept prepayments of
installments of Rent to become due for a period of more than one month in
advance (except for security deposits and estimated payments of percentage rent,
if any).

            22. Additional Rights. The holder of any subordinate lien or
subordinate deed of trust on the Trust Property shall have no right to terminate
any Lease whether or not such Lease is subordinate to this Deed of Trust nor
shall Grantor consent to any holder of any subordinate lien or subordinate deed
of trust joining any tenant under any Lease in any trustee's sale or action to
foreclose such lien or modify, interfere with, disturb or terminate the rights
of any tenant under any Lease. By recordation of this Deed of Trust all
subordinate lienholders and the trustees and beneficiaries under subordinate
deeds of trust are subject to and notified of this provision, and any action
taken by any such lienholder or trustee or beneficiary contrary to this
provision shall be null and void. Upon the occurrence and during the
continuation of any Event of Default, Beneficiary may, in its sole discretion
and without regard to the adequacy of its security under this Deed of Trust,
apply all or any part of any amounts on deposit with Beneficiary under this Deed
of Trust against all or any part of the Obligations. Any such application shall
not be construed to cure or waive any Default or Event of Default or invalidate
any act taken by Beneficiary on account of such Default or Event of Default.

            23. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 10.2 of
the Credit Agreement to Grantor and Beneficiary as specified therein.

            24. No Oral Modification. This Deed of Trust may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section of 10.1
<PAGE>
of the Credit Agreement. Any agreement made by Grantor and Beneficiary after the
date of this Deed of Trust relating to this Deed of Trust shall be superior to
the rights of the holder of any intervening or subordinate lien or encumbrance.
Trustee's execution of any written agreement between Grantor and Beneficiary
shall not be required for the effectiveness thereof as between Grantor and
Beneficiary.

            25. Partial Invalidity. In the event any one or more of the
provisions contained in this Deed of Trust shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Deed of
Trust or in any provisions of the Obligations or Loan Documents, the obligations
of Grantor and of any other obligor under the Obligations or Loan Documents
shall be subject to the limitation that Beneficiary shall not charge, take or
receive, nor shall Grantor or any other obligor be obligated to pay to
Beneficiary, any amounts constituting interest in excess of the maximum rate
permitted by law to be charged by Beneficiary,

            26. Grantor's Waiver of Rights. To the fullest extent permitted by
law, Grantor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Trust Property, (ii) any extension of the time for the
enforcement of the collection of the Obligations or the creation or extension of
a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Trust Property from attachment, levy or sale under execution or
exemption from civil process. To the full extent Grantor may do so, Grantor
agrees that Grantor will not at any time insist upon, plead, claim or take the
benefit or advantage of any law now or hereafter in force providing for any
appraisement, valuation, stay of execution, exemption, extension or redemption,
or requiring foreclosure of this Deed of Trust before exercising any other
remedy granted hereunder and Grantor, for Grantor and its successors and
assigns, and for any and all persons ever claiming any interest in the Trust
Property, to the extent permitted by law, hereby waives and releases all rights
of redemption, valuation, appraisement, stay of execution, notice of election to
mature or declare due the whole of the secured indebtedness and marshalling in
the event of exercise by Trustee or Beneficiary of the power of sale or other
rights hereby created.

            27. Remedies Not Exclusive. Beneficiary and Trustee shall be
entitled to enforce payment of the Obligations and performance of the
Obligations and to exercise all rights and powers under this Deed of Trust or
under any of the other Loan Documents or other agreement or any laws now or
hereafter in force, notwithstanding some or all of the Obligations may now or
hereafter be otherwise secured, whether by deed of trust, mortgage, security
agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this
Deed of Trust nor its enforcement, shall prejudice or in any manner affect
Beneficiary's or Trustee's right to realize upon or enforce any other security
now or hereafter held by Beneficiary or Trustee, it being agreed that
Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any
other security now or hereafter held by Beneficiary or Trustee in such order and
manner as Beneficiary may determine in its absolute discretion. No remedy herein
conferred upon or reserved to Beneficiary or Trustee is intended to be exclusive
of any other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. Every
<PAGE>
power or remedy given by any of the Loan Documents to Beneficiary or Trustee or
or to which either may otherwise be entitled, may be exercised, concurrently or
independently, from time to time and as often as may be deemed expedient by
Beneficiary or Trustee, as the case may be. In no event shall Beneficiary or
Trustee, in the exercise of the remedies provided in this Deed of Trust
(including, without limitation, in connection with the assignment of Rents to
Beneficiary, or the appointment of a receiver and the entry of such receiver on
to all or any part of the Trust Property), be deemed a "mortgagee in
possession," and neither Beneficiary nor Trustee shall in any way be made liable
for any act, either of commission or omission, in connection with the exercise
of such remedies, except in the event of Beneficiary's gross negligence or
willful misconduct.

            28. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Deed of Trust, Beneficiary shall now or
hereafter hold or be the beneficiary of one or more additional mortgages, liens,
deeds of trust or other security (directly or indirectly) for the Obligations
upon other property in the State in which the Premises are located (whether or
not such property is owned by Grantor or by others) or (c) both the
circumstances described in clauses (a) and (b) shall be true, then to the
fullest extent permitted by law, Beneficiary may, at its election, commence or
consolidate in a single trustee's sale or foreclosure action all trustee's sale
or foreclosure proceedings against all such collateral (the "Deed of Trust
Collateral") securing the Obligations (including the Trust Property), which
action may be brought or consolidated in the courts of, or sale conducted in,
any county in which any of such Deed of Trust Collateral is located. Grantor
acknowledges that the right to maintain a consolidated trustee's sale or
foreclosure action is a specific inducement to Lenders to extend the loans, and
Grantor expressly and irrevocably waives any objections to the commencement or
consolidation of the foreclosure proceedings in a single action and any
objections to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have. Grantor further agrees that if
Trustee or Beneficiary shall be prosecuting one or more foreclosure or other
proceedings against a portion of the Trust Property or against any collateral
other than the Trust Property, which collateral directly or indirectly secures
the Obligations, or if Beneficiary shall have obtained a judgment of foreclosure
and sale or similar judgment against such collateral (or, in the case of a
trustee's sale, shall have met the statutory requirements therefor with respect
to such collateral), then, whether or not such proceedings are being maintained
or judgments were obtained in or outside the State in which the Premises are
located, Beneficiary may commence or continue any trustee's sale or foreclosure
proceedings and exercise its other remedies granted in this Deed of Trust
against all or any part of the Trust Property and Grantor waives any objections
to the commencement or continuation of a foreclosure of this Deed of Trust or
exercise of any other remedies hereunder based on such other proceedings or
judgments, and waives any right to seek to dismiss, stay the execution of,
remove, transfer or consolidate either any action under this Deed of Trust or
such other proceedings on such basis. The commencement or continuation of
proceedings to sell the Trust Property in a trustee's sale, to foreclose this
Deed of Trust or the exercise of any other rights hereunder or the recovery of
any judgment by Beneficiary or the occurrence of any sale by the Trustee in any
such proceedings shall not prejudice, limit or preclude Beneficiary's right to
commence or continue one or more trustee's sales, foreclosure or other
proceedings or obtain a judgment against (or, in the case of a trustee's sale,
to meet the statutory requirements for, any such sale of) any other collateral
(either in or outside the State in which the Premises are located) which
directly or indirectly secures the Obligations, and Grantor
<PAGE>
expressly waives any objections to the commencement of, continuation of, or
entry of a judgment in such other sales or proceedings or exercise of any
remedies in such sales or proceedings based upon any action or judgment
connected to this Deed of Trust, and Grantor also waives any right to seek to
dismiss, stay the execution of, remove, transfer or consolidate either such
other sales or proceedings or any sale or action under this Deed of Trust on
such basis. It is expressly understood and agreed that the foreclosure and
realization statutes of Washington (including, without limitation, RCW Chapters
61.12 and 61.24) shall apply only to the Deed of Trust Collateral that is
located in the State of Washington and shall not be understood to have
application to any actions or proceedings in other jurisdictions, nor shall such
extraterritorial actions or proceedings limit, bar or prejudice Beneficiary's
right to realize upon the Deed of Trust Collateral in the State of Washington.
As an example, and without in any way limiting the rights granted in this
Section, RCW 61.12.120 and 61.24.030(4) do not bar foreclosure in Washington
because of the pendency of any actions or proceedings in other states, and RCW
61.24.100 shall not in any way limit Beneficiary's rights with respect to the
collection of the Obligations or the realization upon the Deed of Trust that is
located in other states. It is expressly understood and agreed that to the
fullest extent permitted by law, Beneficiary may, at its election, cause the
sale of all of the Deed of Trust Collateral which is the subject of a single
trustee's sale or foreclosure action at either a single sale or at multiple
sales conducted simultaneously and take such other measures as are appropriate
in order to effect the agreement of the parties to dispose of and administer all
of the Deed of Trust Collateral securing the Obligations (directly or
indirectly) in the most economical and least time-consuming manner.

            29. Successors and Assigns. All covenants of Grantor contained in
this Deed of Trust are imposed solely and exclusively for the benefit of
Beneficiary, Trustee and their respective successors and assigns, and no other
person or entity shall have standing to require compliance with such covenants
or be deemed, under any circumstances, to be a beneficiary of such covenants,
any or all of which may be freely waived in whole or in part by Beneficiary or
Trustee at any time if in the sole discretion of either of them such a waiver is
deemed advisable. All such covenants of Grantor shall run with the land and bind
Grantor, the successors and assigns of Grantor (and each of them) and all
subsequent owners, encumbrancers and tenants of the Trust Property, and shall
inure to the benefit of Beneficiary, its successors and assigns. Without
limiting the generality of the foregoing, any successor to Trustee appointed by
Beneficiary shall succeed to all rights of Trustee as if such successor had been
originally named as Trustee hereunder. The word "Grantor" shall be construed as
if it read "Grantors" whenever the sense of this Deed of Trust so requires and
if there shall be more than one Grantor, the obligations of the Grantors shall
be joint and several.

            30. No Waivers, etc. Any failure by Beneficiary to insist upon the
strict performance by Grantor of any of the terms and provisions of this Deed of
Trust shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Beneficiary or Trustee, notwithstanding any such failure, shall have
the right thereafter to insist upon the strict performance by Grantor of any and
all of the terms and provisions of this Deed of Trust to be performed by
Grantor. Beneficiary may release, regardless of consideration and without the
necessity for any notice to or consent by the holder of any subordinate lien on
the Trust Property, any part of the security held for the obligations secured by
this Deed of Trust without, as to the remainder of the security, in any way
impairing or affecting the lien of this Deed of Trust or the priority of such
lien over any subordinate lien or deed of trust.
<PAGE>
            31. GOVERNING LAW. ETC. THIS DEED OF TRUST SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE REAL ESTATE IS
LOCATED, EXCEPT THAT GRANTOR EXPRESSLY ACKNOWLEDGES THAT BY THEIR TERMS THE
CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAW, AND FOR PURPOSES OF CONSISTENCY, GRANTOR AGREES
THAT IN ANY IN PERSONA PROCEEDING RELATED TO THIS DEED OF TRUST THE RIGHTS OF
THE PARTIES TO THIS DEED OF TRUST SHALL ALSO BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK GOVERNING CONTRACTS MADE AND
TO BE PERFORMED IN THAT STATE.

            32. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Deed of Trust shall be used interchangeably in singular or plural form and
the word "Grantor" shall mean "each Grantor or any subsequent owner or owners of
the Trust Property or any part thereof or interest therein," the word
"Beneficiary" shall mean "Beneficiary or any successor Beneficiary," the word
"Trustee" shall mean "Trustee or any successor Trustee," the word "person" shall
include any individual, corporation, partnership, trust, unincorporated
association, government, governmental authority, or other entity, and the words
"Trust Property" shall include any portion of the Trust Property or interest
therein, the word "Notes" shall mean the "Notes", "Credit Agreement" or any
other evidence of indebtedness secured by this Deed of Trust. Whenever the
context may require, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural and vice versa. The captions in this Deed of Trust are
for convenience of reference only and in no way limit or amplify the provisions
hereof.

            33. Future Advances. This Deed of Trust is executed and delivered to
secure, among other things, future advances. It is understood and agreed that
this Deed of Trust secures present and future advances made for the benefit of
Grantor and that the lien of such future advances shall relate back to the date
of this Deed of Trust.


            34. Successor Grantor. In the event ownership of the Trust Property
or any portion thereof becomes vested in a person other than the Grantor herein
named, Beneficiary may, without notice to the Grantor herein named, whether or
not Beneficiary has given written consent to such change in ownership, deal with
such successor or successors in interest with reference to this Deed of Trust
and the Obligations, and in the same manner as with the Grantor herein named,
without in any way vitiating or discharging Grantor's liability hereunder or
under the Obligations.

            35. Reconvenyance of Deed of Trust. Upon payment in full of the
indebtedness secured hereby, the termination of all Commitments under the Credit
Agreement and the full compliance with the Obligations then required to be
complied with, Beneficiary shall promptly release the encumbrance of this Deed
of Trust. If any of the Trust Property shall be sold, transferred or otherwise
disposed of by Grantor in a transaction permitted by the Credit
<PAGE>
Agreement, then Beneficiary shall promptly execute and deliver to Grantor (at
the sole cost and expense of Grantor) all releases, reconveyances or other
documents reasonably necessary or desirable for the release of such Trust
Property from the encumbrance of this Deed of Trust.

            36. Receipt of Copy. Grantor acknowledges that it has received a
true copy of this Deed of Trust.

            37. Conflicts.

            (a) Any conflict or inconsistency between this Deed of Trust and the
Credit Agreement shall be governed by the Credit Agreement.

            (b) Any conflict or inconsistency between this Deed of Trust and the
Guarantee and Collateral Agreement shall be governed by the Guarantee and
Collateral Agreement.

            38. Property Not Used for Farming. The property which is the subject
of this Deed of Trust is not used principally or primarily for agricultural or
farming purposes.

                  [Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned, by its duly elected officers and pursuant
to proper authority of its board of directors has duly executed, acknowledged
and delivered this instrument on November   , 2002, which instrument is intended
to be effective as of November 22, 2002.

                                       NATIONAL WATERWORKS, INC., a
                                       Delaware corporation

                                       By:  /s/ HARRY K. HORNISH, JR.
                                            -----------------------------------
                                            Name: HARRY K. HORNISH, JR.
                                            Title: President



<PAGE>
                                 ACKNOWLEDGMENT

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

     On the 22nd day of November, 2002, before me personally came Harry K.
[Illegible], Jr., to me known, who, being by me duly sworn, did depose and say
that he resides at 200 W. Hwy. 6 Ste. 620 Waco, Texas (insert full address,
include street address, city and state); that he is a [CEO, CoBA] President of
National Waterworks, Inc., the corporation described in and which executed the
foregoing instrument; and that he signed [his] name thereto by authority of the
board of directors of said corporation.

                                        /s/ [Illegible]
                                        ----------------------------
                                                       Notary Public


                                             [Illegible Stamp]
                                                         [Notarial Stamp]

<PAGE>
                                   Schedule A

                      [Attach Description of Real Estate]

<PAGE>
PARCEL A:
THAT PORTION OF THE FOLLOWING DESCRIBED PROPERTY LYING NORTHERLY OF THE
NORTHERLY LINE OF RIGHT OF WAY FOR SR 167 AS APPROPRIATED BY THE STATE OF
WASHINGTON IN PIERCE COUNTY SUPERIOR COURT CAUSE NUMBER 194816:
COMMENCING AT A STONE MONUMENT ON THE DIVISION LINE IN THE A. BENSTON DONATION
LAND CLAIM IN SECTION 22, TOWNSHIP 20 NORTH, RANGE 4 EAST OF THE WILLAMETTE
MERIDIAN, IN PIERCE COUNTY, WASHINGTON, SAID MONUMENT BEING 2905.26 FEET SOUTH
AND 1335.15 FEET WEST OF THE NORTHEAST CORNER OF SAID DONATION LAND CLAIM;
THENCE NORTH 67 DEGREES 40'20" WEST 234.87 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE CONTINUING NORTH 67 DEGREES 40' 20" WEST 279.29 FEET;
THENCE NORTH 0 DEGREES 08'29" WEST 1016.20 FEET TO THE CENTERLINE OF VALLEY
AVENUE;
THENCE EASTERLY ALONG SAID CENTERLINE TO A POINT WHICH IS NORTH 0 DEGREES
47'46" WEST FROM THE TRUE POINT OF BEGINNING;
THENCE SOUTH 0 DEGREES 47'46" EAST 1162.94 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPT VALLEY AVENUE.
ALSO EXCEPT THE NORTH 10 FEET THEREOF CONVEYED TO THE CITY OF PUYALLUP FOR
ADDITIONAL RIGHT OF WAY FOR VALLEY AVENUE BY DEED RECORDED UNDER RECORDING
NUMBER 9305140603.

PARCEL B:
THAT PORTION OF THE FOLLOWING DESCRIBED PROPERTY LYING NORTHERLY OF THE
NORTHERLY LINE OF RIGHT OF WAY FOR SR 167 AS APPROPRIATED BY THE STATE OF
WASHINGTON IN PIERCE COUNTY SUPERIOR COURT CAUSE NUMBER 194816:
BEGINNING AT A STONE MONUMENT ON THE DIVISION LINE IN THE A. BENSTON DONATION
LAND CLAIM IN SECTION 22, TOWNSHIP 20 NORTH, RANGE 4 EAST OF THE WILLAMETTE
MERIDIAN, IN PIERCE COUNTY, WASHINGTON, SAID MONUMENT BEING 2905.26 FEET SOUTH
AND 1335.15 FEET WEST OF THE NORTHEAST CORNER OF SAID DONATION LAND CLAIM;
THENCE NORTH 67 DEGREES 40'20" WEST 234.87 FEET;
THENCE NORTH 0 DEGREES 47'46" WEST 1162.94 FEET TO CENTERLINE OF VALLEY AVENUE;
THENCE NORTH 69 DEGREES 39' EAST 232.24 FEET ALONG SAID CENTERLINE TO THE
WESTERLY LINE EXTENDED NORTH OF ARNT'S REGENT SQUARE, ACCORDING TO THE PLAT
THEREOF, RECORDED IN VOLUME 11 OF PLATS, PAGE 48;
THENCE SOUTHERLY ALONG SAID EXTENDED WESTERLY LINE, THE WESTERLY LINE AND THE
WESTERLY LINE EXTENDED SOUTH OF SAID PLAT TO THE POINT OF BEGINNING.
EXCEPT VALLEY AVENUE.
ALSO EXCEPT THE NORTH 10 FEET THEREOF CONVEYED TO THE CITY OF PUYALLUP FOR
ADDITIONAL RIGHT OF WAY FOR VALLEY AVENUE BY DEED RECORDED UNDER RECORDING
NUMBER 9305140603.

ALL SITUATE IN THE CITY OF PUYALLUP, COUNTY OF PIERCE, STATE OF WASHINGTON.