<PAGE>
                                                                  EXHIBIT 10.51
RECORDATION REQUESTED BY:

WHEN RECORDED MAIL TO:

     FIRST CREDIT BANK, A California Banking
     Corporation
     9255 SUNSET BOULEVARD
     WEST HOLLYWOOD, CA 90069


SEND TAX NOTICES TO:
     QAD ORTEGA HILL, LLC, a Delaware Limited
     Liability Company, d/b/a QAD OH, LLC in
     California
     6450 Via Real
     Carpinteria, CA  93013

                               SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
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[LOGO]

                                DEED OF TRUST

THIS DEED OF TRUST IS DATED NOVEMBER 8, 1999, AMONG QAD ORTEGA HILL, LLC, a
Delaware Limited Liability Company, d/b/a QAD OH, LLC in California, whose
address is 6450 Via Real, Carpinteria, CA 93013 (referred to below as
"Trustor"); FIRST CREDIT BANK, A California Banking Corporation, whose
address is 9255 SUNSET BOULEVARD, WEST HOLLYWOOD, CA 90069 (referred to below
sometimes as "Lender" and sometimes as "Beneficiary"); and FIRST CREDIT BANK,
A California Banking Corporation, whose address is 9255 Sunset Boulevard,
West Hollywood, CA 90069 (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 SANTA BARBARA COUNTY, STATE OF CALIFORNIA (THE "REAL
PROPERTY"):

     SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY THIS
REFERENCE.

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 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 FIRST CREDIT BANK, A
     California Banking Corporation, its successors and assigns. FIRST
     CREDIT BANK, A California Banking Corporation 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 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 FIRST CREDIT BANK, A California
     Banking Corporation, its successors and assigns.

     NOTE. The word "Note" means the Note dated November 8, 1999, IN THE
     PRINCIPAL AMOUNT OF $5,000,000.00 from Trustor to Lender, together
     with all renewals, extensions, modifications, refinancings, and
     substitutions for the Note. NOTICE TO TRUSTOR: THE NOTE CONTAINS A
     VARIABLE INTEREST RATE.

     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

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11-08-1999                       DEED OF TRUST                         PAGE 7
                                  (Continued)
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     replacements of, and all substitutions for, any such property; and
     together with all proceeds (including without limitation all
     insurance proceeds and refunds of premiums) from any sale or other
     disposition of the Property.

     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.

     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.

     RENTS. The word "Rents" means all present and future leases, rents,
     revenues, income, issues, royalties, profits, and other benefits
     derived from the Property together with the cash proceeds of the
     Rents.

     TRUSTEE. The word "Trustee" means FIRST CREDIT BANK, A California
     Banking Corporation 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.

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 AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF TRUSTOR
UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF
TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:

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 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,
     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, 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 Lender 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 breach 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 Deed of Trust and shall not be affected by Lender's acquisition
     of any interest in the Property, whether by foreclosure or otherwise.

     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.

     LENDER'S RIGHT TO ENTER. Lender and its agents and representatives
     may enter upon the Real Property at all reasonable times to attend
     to Lender's interest and to inspect the Property for purposes of
     Trustor's compliance with the terms and conditions of this Deed of
     Trust.

     COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS.  Trustor shall promptly
     comply with all laws, ordinances, and regulations, now or hereafter
     in 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 interest's in the Property are
     not jeopardized.  Lender may require Trustor to post adequate
     security or a surety bond, reasonably

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11-08-1999                    DEED OF TRUST                            PAGE 3
                              (Continued)
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     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 the Real Property, or any 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 twenty-five
percent (25%) 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 AND LIENS. The following provisions relating to the taxes 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 lien of taxes and assessments not due and except
     as otherwise provided in this Deed of Trust.

     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 charges 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 and the cost exceeds $1,000.00. 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.

     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 cancelled or diminished without
     at least ten (10) 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 and any prior liens on the property
     securing 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 if the estimated cost of repair or
     replacement exceeds $1,000,00. 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
     interest may appear.

     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 to determine the cash value replacement
     cost of the Property.

TAX AND INSURANCE RESERVES. Subject to any limitations set by applicable law,
Lender may require Trustor to maintain with Lender reserves

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11-08-1999                    DEED OF TRUST                            PAGE 4
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for payment of annual taxes, assessments, and insurance premiums, which
reserves shall be created by advance payment or monthly payments of a sum
estimated by Lender to be sufficient to produce amounts at least equal to the
taxes, assessments, and insurance premiums to be paid. The reserve funds
shall be held by Lender as a general deposit from Trustor, which Lender may
satisfy by payment of the taxes, assessments, and insurance premiums required
to be paid by Trustor as they become due. Lender shall have the right to draw
upon the reserve funds to pay such items, and Lender shall not be required to
determine the validity or accuracy of any item before paying it. Nothing in
the Deed of Trust shall be construed as requiring Lender to advance other
monies for such purposes, and Lender shall not incur any liability for
anything it may do or omit to do with respect to the reserve account. Subject
to any limitations set by applicable law, if the reserve funds disclose a
shortage or deficiency, Trustor shall pay such shortage or deficiency as
required by Lender. All amounts in the reserve account are hereby pledged to
further secure the Indebtedness, and Lender is hereby authorized to withdraw
and apply such amounts on the Indebtedness upon the occurrence of an Event of
Default. Lender shall not be required to pay any interest or earnings on the
reserve funds unless required by law or agreed to by Lender in writing.
Lender does not hold the reserve funds in trust for Trustor, and Lender is
not Trustor's agent for payment of the taxes and assessments required to be
paid by Trustor.

EXPENDITURES OF 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 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 of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will
be due and payable at the Note's maturity. 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 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, title report, 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 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.

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.

     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 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.


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11-08-1999                        DEED OF TRUST                          PAGE 5
                                   (Continued)
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     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.

     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
     rerecorded, 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 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 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.

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

     DEATH OR INSOLVENCY. The dissolution (regardless of whether election to
     continue is made), any member withdraws from the limited liability
     company, or any other termination of Trustor's existence as a going
     business or the death of any member, the insolvency of Trustor, the
     appointment of a receiver for any part of Trustor's property, any
     assignment for the benefit of creditors, any type of credit or workout,
     or the commencement of any proceeding under any bankruptcy or insolvency
     laws by or against Trustor.

     FORECLOSURE, FORFEITURE, ETC. Commencement of foreclosure of forfeiture
     proceedings, whether by judicial proceeding, self-help, repossession of
     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 of any Guarantor
     dies of becomes incompetent, or revokes or disputes the validity of, or
     liability under, any Guaranty of the Indebtedness. Lender, at its
     option, may, but shall not be required to, permit the Guarantor's estate
     to assume unconditionally the obligations arising under the guaranty in
     a manner satisfactory to Lender, and, in doing so, cure the Event of
     Default.

     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.

     RIGHT TO CURE. If such a failure is curable and if Trustor has not been
     given a notice of a breach of the same provision of this Deed of Trust
     within the preceding twelve (12) months, it may be cured (and no Event
     of Default will have occurred) if Trustor, after Lender sends written
     notice demanding cure of such failure: (a) cures the failure within
     fifteen (15) days; or (b) if the cure requires more than fifteen (15)
     days, immediately initiates steps sufficient to cure the failure and
     thereafter continues and completes all reasonable and necessary steps
     sufficient to produce compliance as soon as reasonably practical.

RIGHTS AND REMEDIES OF 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 of remedies provided by the 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 Note, other documents
     requested by Trustee 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

<PAGE>


11-08-1999                        DEED OF TRUST                          PAGE 6
                                   (Continued)
================================================================================



     time and place of sale, and from time to time thereafter may postpone
     such sale by public announcement at the timed 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.

     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 or 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 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 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 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.

     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 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 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 Santa Barbara 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

<PAGE>

11-08-1999                        DEED OF TRUST                         PAGE 7
                                   (Continued)
==============================================================================

     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.

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.

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.

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

     ARBITRATION. Lender and Trustor agree that all disputes, claims and
     controversies between them, whether individual, joint, or class in
     nature, arising from this Deed of Trust or otherwise, including without
     limitation contract and tort disputes, shall be arbitrated pursuant to
     the Rules of the American Arbitration Association, upon request of
     either party. No act to take or dispose of any Collateral shall
     constitute a waiver of this arbitration agreement or be prohibited by
     this arbitration agreement. This includes, without limitation,obtaining
     injunctive relief or a temporary restraining order; invoking a power of
     sale under any deed of trust or mortgage; obtaining a writ of attachment
     or imposition of a receiver; or exercising any rights relating to
     personal property, including taking or disposing of such property with
     or without judicial process pursuant to Article 9 of the Uniform
     Commercial Code. Any disputes, claims, or controversies concerning the
     lawfulness or reasonableness of any act, or exercise of any right,
     concerning any Collateral, including any claim to rescind, reform, or
     otherwise modify any agreement relating to the Collateral, shall also be
     arbitrated, provided however that no arbitrator shall have the right or
     the power to enjoin or restrain any act of any party. Lender and Trustor
     agree that in the event of an action for judicial foreclosure pursuant
     to California Code of Civil Procedure Section 726, or any similar
     provision in any other state, the commencement of such an action will
     not constitute a waiver of the right to arbitrate and the court shall
     refer to arbitration as much of such action, including counterclaims, as
     lawfully may be referred to arbitration. Judgment upon any award
     rendered by any arbitrator may be entered in any court having
     jurisdiction. Nothing in this Deed of Trust shall preclude any party
     from seeking equitable relief from a court of competent jurisdiction.
     The statute of limitations, estoppel, waiver, laches, and similar
     doctrines which would otherwise be applicable in an action brought by
     a party shall be applicable in any arbitration proceeding, and the
     commencement of an arbitration proceeding shall be deemed the
     commencement of an action for these purposes. The Federal Arbitration
     Act shall apply to the construction, interpretation, and enforcement of
     this arbitration provision.

     APPLICABLE LAW. This Deed of Trust has been delivered to Lender and
     accepted by Lender in the State of California. Subject to the provisions
     on arbitration, 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. 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.

     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. Time is of the essence in the performance of
     this Deed of Trust.

     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
     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.


<PAGE>


11-08-1999                        DEED OF TRUST                         PAGE 8
                                   (Continued)
==============================================================================

EACH TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF
TRUST, AND EACH TRUSTOR AGREES TO ITS TERMS, INCLUDING THE VARIABLE RATE
PROVISIONS OF THE NOTE SECURED BY THIS DEED OF TRUST.

TRUSTOR:

QAD ORTEGA HILL, LLC, a Delaware Limited Liability Company, d/b/a QAD OH,LLC
in California

By: /s/ Barry R. Anderson
    -------------------------
    Barry R. Anderson Manager

------------------------------------------------------------------------------
                             CERTIFICATE OF ACKNOWLEDGMENT


STATE OF CALIFORNIA      )
                         ) SS
COUNTY OF SANTA BARBARA  )


On November 9, 1999, before me, Araceli Hidalgo, Notary Public,
personally appeared Barry R. Anderson, Manager of QAD ORTEGA HILL, LLC, a
Delaware Limited Liability Company, d/b/a QAD OH,LLC in California,
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.



WITNESS my hand and official seal.


Signature  /s/  Araceli Hidalgo
         --------------------------------                               (Seal)


------------------------------------------------------------------------------
                                (DO NOT RECORD)
                          REQUEST FOR FULL RECONVEYANCE
              (To be used only when obligations have been paid in full)

To: _________________________________________,Trustee

The undersigned is the legal owner and holder of all indebtedness secured by
this Deed of Trust. All sums secured by this Deed of Trust have been fully
paid and satisfied. You are hereby directed, upon payment to you of any sums
owing to you under the terms of this Deed of Trust or pursuant to any
applicable statute, to cancel the Note secured by this Deed of Trust (which is
delivered to you together with this Deed of Trust), and to reconvey, without
warranty, to the parties designated by the terms of this Deed of Trust, the
estate now held by you under this Deed of Trust. Please mail the reconveyance
and Related Documents to:

_________________________________________________________.

Date: ________________________         Beneficiary: __________________________

                                                By: __________________________

                                               Its: __________________________
==============================================================================






<PAGE>
                                                          Page 1 of 2 pages


                                     EXHIBIT "A"

THAT PORTION OF THE ORTEGA RANCHO, BEING A PORTION OF THE OUTSIDE PUEBLO
LANDS OF THE CITY OF SANTA BARBARA, IN THE COUNTY OF SANTA BARBARA, STATE OF
CALIFORNIA, ACCORDING TO THE MAP THEREOF, RECORDED IN BOOK 1, AT PAGE 20, OF
MAPS AND SURVEYS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT AN OLD STAKE SET AT THE NORTHERLY CORNER OF A TRACT OF LAND
DESCRIBED IN THE DEED TO HIRAM CRAIG, DATED AUGUST 2, 1894, AND RECORDED IN
BOOK 47, PAGE 154 OF DEEDS; THENCE ALONG THE SOUTHERLY LINE OF THE OLD COUNTY
ROAD OVER ORTEGA HILL NORTH 54 DEGREES 53' WEST 316.7 FEET; THENCE CONTINUING
ALONG THE SOUTHERLY LINE OF SAID ROAD NORTH 63 DEGREES 24' WEST 565.68 FEET,
MORE OR LESS, TO INTERSECT THE SOUTHERLY PROLONGATION OF THE 32ND COURSE OF
PARCEL ONE AS DESCRIBED IN THAT CERTAIN DEED OF TRUST EXECUTED BY D. C.
WILLIAMS, AND WIFE, DATED APRIL 22, 1938, AND RECORDED IN BOOK 404, PAGE 375
OF OFFICIAL RECORDS; THENCE ALONG SAID PROLONGATION NORTH 12 DEGREES 22' EAST
TO THE SOUTHERLY END OF SAID 32ND COURSE; THENCE ALONG THE NORTHERLY AND
WESTERLY LINE OF PARCEL ONE, IN SAID DEED OF TRUST THE FOLLOWING COURSES AND
DISTANCES; SOUTH 87 DEGREES 22' WEST 363.66 FEET TO AN IRON PIPE SURVEY
MONUMENT SET IN ROAD BED; NORTH 83 DEGREES 53' WEST 269.94 FEET TO AN IRON
PIPE SET IN ROAD BED; SOUTH 37 DEGREES 52' WEST 132.66 FEET TO AN IRON PIPE
SURVEY MONUMENT SET IN ROAD BED; SOUTH 22 DEGREES 22' WEST 188.1 FEET TO AN
IRON PIPE SURVEY MONUMENT SET IN ROAD BED; SOUTH 53 DEGREES 07' WEST 266.64
FEET TO AN IRON PIPE SURVEY MONUMENT SET IN ROAD BED; SOUTH 22 DEGREES 52'
WEST (AT 240.42 FEET, A GALVANIZED IRON ROD SET IN ROAD BED) 248.72 FEET TO
AN IRON PIPE SURVEY MONUMENT SET IN ROAD BED; SOUTH 61 DEGREES 58' EAST 28.04
FEET TO A NAIL IN TOP FENCE POST MARKED "PC NO. 3", SOUTH 51 DEGREES 13' EAST
24 FEET TO AN IRON PIPE SURVEY MONUMENT SET IN MOUND OF ROCKS; SOUTH 13
DEGREES 43' EAST 50 FEET TO AN IRON PIPE SURVEY MONUMENT SET IN MOUND OF
ROCKS; AND SOUTH 29 DEGREES 58' EAST TO INTERSECT THE NORTHERLY LINE OF THE
STATE HIGHWAY RIGHT OF WAY AS DESCRIBED IN THE DEED TO THE STATE OF
CALIFORNIA DATED SEPTEMBER 29, 1933 AND RECORDED IN BOOK 289, PAGE 291 OF
OFFICIAL RECORDS; THENCE LEAVING THE LINE OF SAID DEED OF TRUST AND FOLLOWING
ALONG THE NORTHERLY LINE OF SAID STATE HIGHWAY IN AN EASTERLY DIRECTION TO
INTERSECT THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE CRAIG TRACT
ABOVE REFERRED TO; THENCE ALONG SAID PROLONGATION AND SAID WESTERLY LINE
NORTH 2 DEGREES 01' EAST TO A POINT WHICH LIES SOUTH 2 DEGREES 01' WEST,
75.95 FEET FROM THE POINT OF BEGINNING; THENCE NORTH 33 DEGREES 23' 15" WEST,
12.74 FEET; THENCE NORTH 08 DEGREES 24' 53" EAST, 54.74 FEET; THENCE NORTH 08
DEGREES 33' 08" E, 11.25 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THOSE PORTIONS THEREOF CONVEYED TO THE STATE OF
CALIFORNIA BY DEEDS RECORDED NOVEMBER 6, 1933, AS INSTRUMENT NO. 6970, IN
BOOK 289 PAGE 291 AND RECORDED DECEMBER 29, 1944, AS INSTRUMENT NO. 12819, IN
BOOK 630 PAGE

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429, AND RECORDED DECEMBER 29, 1944 AS INSTRUMENT NO. 12820, IN BOOK 630 PAGE
431 AND RECORDED AUGUST 6, 1949, AS INSTRUMENT NO. 9672, IN BOOK 867, PAGE
290, AND RECORDED AUGUST 10, 1949 AS INSTRUMENT NO. 9352 IN BOOK 868, PAGE
128 AND RECORDED JULY 11, 1950, AS INSTRUMENT NO. 9776, IN BOOK 928, PAGE
110, ALL OF OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM 2.38 PERCENT OF THE OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES THAT MAY BE PRODUCED AND SAVED FROM SAID LAND AS CONVEYED IN DEED
RECORDED MAY 11, 1938 AS INSTRUMENT NO, 4073, IN BOOK 436, PAGE 54 OF
OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-FOURTH (1/4) INTEREST IN AND TO ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES OF EVERY KIND AND NATURE THAT MAY
BE PRODUCED OR DEVELOPED FROM SAID LAND AS RESERVED IN DEED RECORDED DECEMBER
28, 1954 AS INSTRUMENT NO. 22752, IN BOOK 1288, PAGE 474 OF OFFICIAL RECORDS.