`THIS INSTRUMENT WAS PREPARED BY AND
RECORD AND RETURN TO:

JONATHAN BAUMSTARK, ESQ.
LATHAM & WATKINS LLP
885 THIRD AVENUE, SUITE 1000
NEW YORK, NY 10022

================================================================================

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

                                       by

                                 B2DIRECT, INC.
                                   as Grantor

                                       to

                           Mid-South Title Corporation
                                   as Trustee

                               for the benefit of

                       BEAR STEARNS CORPORATE LENDING INC.
                                 as Beneficiary

                         Dated as of: December 15, 2005

                                Property Address:
                            5205 North National Drive
                              Knoxville, Tennessee

================================================================================

THIS INSTRUMENT IS ALSO A UNIFORM COMMERCIAL CODE FINANCING STATEMENT WHICH IS
BEING FILED AS A FIXTURE FILING IN ACCORDANCE WITH TENNESSEE CODE ANNOTATED
SECTION 47-9-501. THE COLLATERAL IS DESCRIBED IN THIS DEED OF TRUST, AND SOME OF
THE COLLATERAL DESCRIBED HEREIN IS OR IS TO BECOME FIXTURES ON THE REAL ESTATE
DESCRIBED HEREIN. THE SECURED PARTY MAY BE CONTACTED AT THE ADDRESS SHOWN HEREIN
FOR INFORMATION REGARDING THE SECURITY INTEREST. THE SECURED PARTIES AND
BENEFICIARY DESIRE THIS FIXTURE FILING TO BE INDEXED AGAINST THE RECORD OWNER OF
THE REAL ESTATE HEREIN DESCRIBED.



PURUSANT TO TENNESSEE CODE ANNOTATED SECTION 47-28-104, NOTICE IS HEREBY GIVEN
THAT THIS DEED OF TRUST SECURES OBLIGATORY ADVANCES AND IS FOR COMMERCIAL
PURPOSES. THIS DEED OF TRUST ALSO SECURES OPTIONAL ADVANCES, WHICH ARE
NON-OBLIGATORY. THE TERMS "OBLIGATORY ADVANCE" AND "OPTIONAL ADVANCE" SHALL HAVE
THE SAME MEANING AS USED IN TENNESSEE CODE ANNOTATED SECTION 47-28-101.

THE MAXIMUM PRINCIPAL INDEBTEDNESS FOR TENNESSEE RECORDING TAX PURPOSES IS
$1,042,000.00.



                                TABLE OF CONTENTS

1.   DEFINITIONS...........................................................    1

2.   WARRANTIES, REPRESENTATIONS AND COVENANTS.GRANTOR WARRANTS,
     REPRESENTS AND COVENANTS TO TRUSTEE AND BENEFICIARY AS FOLLOWS:.......    3
     2.1    Title to Mortgaged Property and Lien of this Instrument........    3
     2.2    First Lien Status..............................................    3
     2.3    Payment and Performance........................................    3
     2.4    Replacement of Fixtures and Personalty.........................    3
     2.5    Maintenance of Rights of Way, Easements and Licenses...........    4
     2.6    Inspection.....................................................    4
     2.7    Other Covenants................................................    4
     2.8    Condemnation Awards and Insurance Proceeds.....................    4
     2.9    Transfer or Encumbrance of the Mortgaged Property..............    4

3.   DEFAULT AND FORECLOSURE...............................................    5
     3.1    Remedies.......................................................    5
     3.2    Separate Sales.................................................    6
     3.3    Remedies Cumulative, Concurrent and Nonexclusive...............    6
     3.4    Release of and Resort to Collateral............................    6
     3.5    Waiver of Redemption, Notice and Marshalling of Assets.........    6
     3.6    Discontinuance of Proceedings..................................    6
     3.7    Application of Proceeds........................................    7
     3.8    Occupancy After Foreclosure....................................    7
     3.9    Protective Advances and Disbursements; Costs of
            Enforcement....................................................    7
     3.10   No Mortgagee in Possession.....................................    8

4.   ASSIGNMENT OF RENTS AND LEASES........................................    8
     4.1    Assignment.....................................................    8
     4.2    No Obligation..................................................    8
     4.3    Right to Apply Rents...........................................    8
     4.4    No Merger of Estates...........................................    9

5.   SECURITY AGREEMENT....................................................    9
     5.1    Security Interest..............................................    9
     5.2    Financing Statements...........................................    9
     5.3    Fixture Filing.................................................    9

6.   MISCELLANEOUS.........................................................    9
     6.1    Notices........................................................    9
     6.2    Covenants Running with the Land................................   10
     6.3    Attorney-in-Fact...............................................   10
     6.4    Successors and Assigns.........................................   11
     6.5    No Waiver......................................................   11
     6.6    Subrogation....................................................   11
     6.7    Credit Agreement...............................................   11
     6.8    Release........................................................   11
     6.9    Waiver of Stay, Moratorium and Similar Rights..................   11
     6.10   Obligations of Grantor, Joint and Several......................   12


                                        i



     6.11   Governing Law..................................................   12
     6.12   Headings.......................................................   12
     6.13   Entire Agreement...............................................   12
     6.14   Future Advances................................................   12

7.   RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO
     TRUSTEE...............................................................   12
     7.1    Exercise of Remedies by Trustee................................   12
     7.2    Rights and Privileges of Trustee...............................   13
     7.3    Authority of Beneficiary.......................................   13
     7.4    Effect of Appointment of Successor Trustee.....................   13
     7.5    Confirmation of Transfer and Succession........................   13
     7.6    Exculpation....................................................   13
     7.7    Endorsement and Execution of Documents.........................   14
     7.8    Multiple Trustees..............................................   14
     7.9    No Required Action.............................................   14
     7.10   Terms of Trustee's Acceptance..................................   14

8.   LOCAL LAW PROVISIONS..................................................   15

THE TERMS OF THIS LOCAL LAW PROVISION SHALL PREVAIL OVER ANY CONFLICTS OF
     THE TERMS OF THE OTHER PROVISIONS OF THIS DEED OF TRUST...............   15
     8.1    Foreclosure Under Power Of Sale................................   15
     8.2    Trustee Provisions.............................................   15

Exhibit A: legal description

                             INDEX OF DEFINED TERMS

Covenants..................................................................    1
Credit Agreement...........................................................    1
Fixtures...................................................................    1
Hedging Agreements.........................................................    1
Improvements...............................................................    1
Land.......................................................................    1
Leases.....................................................................    2
Loan Documents.............................................................    1
Deed of Trust..............................................................    1
Mortgaged Property.........................................................    1
Beneficiary................................................................    1
Grantor....................................................................    1
Obligations................................................................    2
Permitted Encumbrances.....................................................    2
Personalty.................................................................    2
Plans......................................................................    2
Property Agreements........................................................    2
Rents......................................................................    2
UCC........................................................................    3



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

This Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing for Commercial Purposes (this "Deed of Trust") is executed as of
December 15, 2005, by and from B2DIRECT, INC., a Delaware corporation
("Grantor"), whose address is 2435 Goodwin Lane, New Braunfels, Texas 78135, to
MID-SOUTH TITLE CORPORATION, a Tennessee corporation, whose address is 6363
Poplar Avenue, Suite 203, Memphis, Tennessee 38119, as trustee (together with
its successors and assigns, collectively, "Trustee"), in favor of BEAR STEARNS
CORPORATE LENDING INC., (together with its successors and assigns, collectively,
"Beneficiary"), a Delaware corporation, as Administrative Agent and Beneficiary
for the Lenders under the Credit Agreement more fully described below, whose
address is 383 Madison Avenue, New York, New York 10179.

1.   DEFINITIONS

As used herein, the following terms shall have the following meanings:

"Covenants": All of the agreements, covenants, conditions, warranties,
representations and other obligations made or undertaken by Grantor or any other
person or entity to Beneficiary or others as set forth in the Loan Documents.

"Loan Documents": The (1) Credit Agreement dated as of December 15, 2005 among
Clarke American Corp., as borrower; CA Acquisition Holdings, Inc., a Delaware
corporation, the Lenders from time to time party thereto; Bear, Stearns & Co.
Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book
running managers; JPMorgan Chase Bank, N.A., as syndication agent; and Bear
Stearns Corporate Lending Inc., as administrative agent (the "Credit
Agreement"), (2) the Security Documents, and the Notes, each as defined in the
Credit Agreement, (3) this Deed of Trust, (4) the Intercompany Note, as defined
in the Credit Agreement, (5) all other documents now or hereafter executed by
Grantor or any other person or entity to evidence or secure the payment and
performance of the Obligations and (6) all modifications, restatements,
consolidations, extensions, renewals and replacements of any of the foregoing.

"Mortgaged Property": All of Grantor's right title and interest in or to (1) the
real property described in Exhibit A, together with any greater estate therein
as hereafter may be acquired by Grantor (the "Land"), (2) buildings, structures
and other improvements, now or at any time situated, placed or constructed upon
the Land (the "Improvements"), (3) fixtures, materials, supplies, equipment,
apparatus and other items of personal property now owned or hereafter acquired
by Grantor and now or hereafter attached to, installed in or used in connection
with any of the Improvements or the Land, and all water, gas, electrical, storm
and sanitary sewer facilities and all other utilities whether or not situated in
easements (the "Fixtures"), (4) all goods, instruments, documents, chattel paper
and all other personal property of any kind or character, including such items
of personal property as defined in the UCC,



now owned or hereafter acquired by Grantor and now or hereafter affixed to,
placed upon, used in connection with, arising from or otherwise related to the
Land and Improvements or that may be used in or relating to the planning,
development, financing or operation of the Mortgaged Property, including,
without limitation, furniture, furnishings, equipment, machinery, money,
insurance proceeds, accounts, contract rights, goodwill, chattel paper,
documents, property licenses and/or franchise agreements, rights of Grantor
under leases of Fixtures or other personal property or equipment, inventory, all
refundable, returnable or reimbursable fees, deposits or other funds or
evidences of credit or indebtedness deposited by or on behalf of Grantor with
any governmental authorities, boards, corporations, providers of utility
services, public or private, including specifically, but without limitation, all
refundable, returnable or reimbursable tap fees, utility deposits, commitment
fees and development costs but only to the extent assignable (the "Personalty"),
(5) reserves, escrows or impounds required under the Credit Agreement and all
deposit accounts maintained by Grantor with respect to the Mortgaged Property,
(6) plans, specifications, shop drawings and other technical descriptions
prepared for construction, repair or alteration of the Improvements, and all
amendments and modifications thereof (the "Plans"), (7) all leases, subleases,
licenses, concessions, occupancy agreements or other agreements (written or
oral, now or at any time in effect) which grant a possessory interest in, or the
right to use, all or any part of the Mortgaged Property (the "Leases"), together
with all related security and other deposits, (8) all of the rents, revenues,
income, proceeds, profits, security and other types of deposits, and other
benefits paid or payable by parties to the Leases other than Grantor for using,
leasing, licensing, possessing, operating from, residing in, selling or
otherwise enjoying the Mortgaged Property (the "Rents"), (9) to the extent
assignable, all other agreements, such as construction contracts, architects'
agreements, engineers' contracts, utility contracts, maintenance agreements,
management agreements, service contracts, permits, licenses, certificates and
entitlements in any way relating to the development, construction, use,
occupancy, operation, maintenance, enjoyment, acquisition or ownership of the
Mortgaged Property (the "Property Agreements"), (10) all rights, privileges,
tenements, hereditaments, rights-of-way, easements, appendages and appurtenances
appertaining to the foregoing, and all right, title and interest, if any, of
Grantor in and to any streets, ways, alleys, strips or gores of land adjoining
the Land or any part thereof, (11) accessions, replacements and substitutions
for any of the foregoing and all proceeds thereof, (12) insurance policies,
unearned premiums therefor and proceeds from such policies covering any of the
above property now or hereafter acquired by Grantor, (13) all mineral, water,
oil and gas rights now or hereafter acquired and relating to all or any part of
the Mortgaged Property and (14) any awards, remunerations, reimbursements,
settlements or compensation heretofore made or hereafter to be made by any
governmental authority pertaining to the Land, Improvements, Fixtures or
Personalty. As used in this Deed of Trust, the term "Mortgaged Property" shall
mean all or, where the context permits or requires, any portion of the above or
any interest therein.

"Obligations": As defined in the Credit Agreement, as well as all obligations
arising under the Guarantee and Collateral Agreement (as defined in the Credit
Agreement) and including, without limitation, all other indebtedness,
obligations and liabilities now or hereafter existing of any kind of Grantor to
Beneficiary under documents that recite that they are intended to be secured by
this Deed of Trust.



"Permitted Encumbrances": The outstanding liens, easements, restrictions,
security interests and other exceptions to title set forth in the policy of
title insurance insuring the lien of this Deed of Trust issued on the date
hereof, together with the liens and security interests in favor of Beneficiary
created or permitted by the Loan Documents.

"UCC": The Uniform Commercial Code of the State of New York or, if the creation,
perfection and enforcement of any security interest herein granted is governed
by the laws of a state other than New York, then, as to the matter in question,
the Uniform Commercial Code in effect in that state.

Capital terms used herein but not otherwise defined shall have the meanings set
forth for such terms in the Credit Agreement.

GRANT. To secure the full and timely payment and performance of the Obligations,
Grantor MORTGAGES, GRANTS, BARGAINS, SELLS, TRANSFERS, ASSIGNS and HYPOTHECATES
and CONVEYS the Mortgaged Property to Trustee for the benefit and security of
the Beneficiary, subject, however, to the Permitted Encumbrances and the
Permitted Liens. The maturity date of the secured debt is December 15, 2011.

2.   WARRANTIES, REPRESENTATIONS AND COVENANTS. Grantor warrants, represents and
     covenants to Trustee and Beneficiary as follows:

2.1 Title to Mortgaged Property and Lien of this Instrument. Grantor owns the
Mortgaged Property free and clear of any liens, claims or interests, except the
Permitted Encumbrances and the Permitted Liens. This Deed of Trust creates a
valid, enforceable first priority lien and security interest against the
Mortgaged Property, subject only to the Permitted Encumbrances.

2.2 First Lien Status. Grantor shall preserve and protect the first lien and
security interest status of this Deed of Trust and the other Loan Documents. If
any lien or security interest other than a Permitted Encumbrance or a Permitted
Lien is asserted against the Mortgaged Property, Grantor shall promptly, and at
its expense, (a) give Beneficiary a detailed written notice of such lien or
security interest (including origin, amount and other terms), and (b) pay the
underlying claim in full or take such other action so as to cause it to be
released or contest the same in compliance with the requirements of the Credit
Agreement (including the requirement of providing a bond or other security
satisfactory to Beneficiary to the extent required by the Credit Agreement).

2.3 Payment and Performance. Grantor shall pay and perform the Obligations when
due under the Loan Documents to which it is a party and shall perform the
Covenants under the Loan Documents to which it is a party in full when they are
required to be performed.

2.4 Replacement of Fixtures and Personalty. Except as permitted by the Credit
Agreement, Grantor shall not, without the prior written consent of Beneficiary,
not to be unreasonably withheld, permit any of the Fixtures or Personalty to be
removed at any time from the Land or Improvements, unless the removed item is
removed temporarily for maintenance and repair or, if removed permanently, is
immaterial or is obsolete and in either case, is replaced by an article of equal
or better suitability and value, owned by Grantor subject to the liens and
security interests of this Deed of Trust and the other Loan Documents, and free
and clear of any other lien or security interest except such as may be first
approved in writing by Beneficiary.





2.5 Maintenance of Rights of Way, Easements and Licenses. Grantor shall maintain
all rights of way, easements, grants, privileges, licenses, certificates,
permits, entitlements and franchises necessary for the use of the Mortgaged
Property and will not, without the prior consent of Beneficiary, not to be
unreasonably withheld or delayed, consent to any public restriction (including
any zoning ordinance) or private restriction as to the use of the Mortgaged
Property which restriction is reasonably likely to materially and adversely
effect the current use of the Mortgaged Property. Grantor shall comply in all
material respects with all restrictive covenants affecting the Mortgaged
Property, and all zoning ordinances and other public or private restrictions as
to the use of the Mortgaged Property.

2.6 Inspection. Grantor shall permit Beneficiary, and Beneficiary's respective
agents, representatives and employees, to inspect the Mortgaged Property to the
extent permitted in Section 6.6 of the Credit Agreement.

2.7 Other Covenants. All of the covenants in the Credit Agreement are
incorporated herein by reference. All property-related covenants in the Credit
Agreement are incorporated as though Grantor were the "Borrower" thereunder.

2.8 Condemnation Awards and Insurance Proceeds.

     2.8.1 Condemnation Awards. Grantor assigns all awards and compensation for
any condemnation or other taking, or any purchase in lieu thereof, to
Beneficiary and authorizes Beneficiary to collect and receive such awards and
compensation and to give proper receipts and acquaintances therefor, subject to
the terms of the Credit Agreement.

     2.8.2 Insurance Proceeds. Grantor assigns to Beneficiary all proceeds of
any insurance policies insuring against loss or damage to the Mortgaged
Property. Grantor authorizes and directs the issuer of each of such insurance
policies to make payment for all such losses to Beneficiary, to be released by
Beneficiary or applied in accordance with the terms of the Credit Agreement.

Notwithstanding the foregoing, Beneficiary shall make available to Grantor the
foregoing awards, compensation and proceeds of condemnation and insurance, for
the purpose of restoration and rebuilding the Mortgaged Property, to the same
extent that Grantor or the borrowers would be entitled to retain Net Cash
Proceeds in connection with a Recovery Event (as both of those terms are defined
in the Credit Agreement), under the terms of the Credit Agreement.

2.9. Transfer or Encumbrance of the Mortgaged Property. Grantor shall not,
except as and to the extent permitted in the Credit Agreement, sell, convey,
alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged
Property or any part thereof, or permit the Mortgaged Property or any part
thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or
otherwise transferred.



3.   DEFAULT AND FORECLOSURE

3.1 Remedies. During the occurrence and continuance of an Event of Default (as
defined in the Credit Agreement), Beneficiary may, at Beneficiary's election and
by or through Beneficiary or otherwise, exercise any or all of the following
rights, remedies and recourses:

     3.1.1 Acceleration. To the extent permitted by the Credit Agreement,
declare the Obligations to be immediately due and payable, without further
notice, presentment, protest, notice of intent to accelerate, notice of
acceleration, demand or action of any nature whatsoever (each of which hereby is
expressly waived by Grantor), whereupon the same shall become immediately due
and payable.

     3.1.2 Entry on Mortgaged Property. Enter the Mortgaged Property and take
exclusive possession thereof and obtain possession of all books, records and
accounts relating thereto. If Grantor remains in possession of the Mortgaged
Property after an Event of Default and without Beneficiary's prior written
consent, Beneficiary may invoke any legal remedies to dispossess Grantor.

     3.1.3 Operation of Mortgaged Property. Hold, lease, develop, manage,
operate or otherwise use the Mortgaged Property upon such terms and conditions
as Beneficiary may deem reasonable under the circumstances (making such repairs,
alterations, additions and improvements and taking other actions, from time to
time, as Beneficiary deems necessary or desirable), and apply all Rents and
other amounts collected by Trustee or Beneficiary in connection therewith in
accordance with the provisions of the Credit Agreement.

     3.1.4 Foreclosure and Sale. Institute proceedings for the complete judicial
or, to the extent permitted by applicable law, non-judicial foreclosure of this
Deed of Trust, in which case the Mortgaged Property may be sold for cash or
credit in one or more parcels. With respect to any notices required or permitted
under the UCC, Grantor agrees that ten (10) days prior written notice shall be
deemed commercially reasonable. At any such sale by virtue of any judicial
proceedings or any other legal right, remedy or recourse, the title to and right
of possession of any such property shall pass to the purchaser thereof, and to
the fullest extent permitted by law, Grantor shall be completely and irrevocably
divested of all of its right, title, interest, claim and demand whatsoever,
either at law or in equity, in and to the property sold and such sale shall be a
perpetual bar both at law and in equity against Grantor, and against all other
persons claiming or to claim the property sold or any part thereof, by, through
or under Grantor. Beneficiary may be a purchaser at such sale and if Beneficiary
is the highest bidder, may credit the portion of the purchase price that would
be distributed to Beneficiary against the Obligations in lieu of paying cash.

     3.1.5 Receiver. Make application to a court of competent jurisdiction for,
and obtain from such court as a matter of strict right and without notice to
Grantor or regard to the adequacy of the Mortgaged Property for the repayment of
the Obligations, the appointment of a receiver of the Mortgaged Property, and
Grantor irrevocably consents to such appointment. Any such receiver shall have
all the usual powers and duties of receivers in similar cases, including the
full power to rent, maintain and otherwise operate the Mortgaged Property upon
such terms as may



be approved by the court, and shall apply such Rents in accordance with the
provisions of the Credit Agreement.

     3.1.6 Other. Exercise all other rights, remedies and recourses granted
under the Loan Documents or otherwise available at law or in equity and under
the UCC (including an action for specific performance of any covenant contained
in the Loan Documents, or a judgment on the Note either before, during or after
any proceeding to enforce this Deed of Trust).

3.2 Separate Sales. The Mortgaged Property may be sold in one or more parcels
and in such manner and order as Beneficiary in its sole discretion may elect;
the right of sale arising out of any Event of Default shall not be exhausted by
any one or more sales.

3.3 Remedies Cumulative, Concurrent and Nonexclusive. Trustee and Beneficiary
shall have all rights, remedies and recourses granted in the Loan Documents and
available at law or equity (including the UCC), which rights (a) shall be
cumulative and concurrent, (b) may be pursued separately, successively or
concurrently against Grantor or others obligated under the Note and the other
Loan Documents, or against the Mortgaged Property, or against any one or more of
them, at the sole discretion of Beneficiary, (c) may be exercised as often as
occasion therefor shall arise, and the exercise or failure to exercise any of
them shall not be construed as a waiver or release thereof or of any other
right, remedy or recourse, and (d) are intended to be, and shall be,
nonexclusive. No action by Trustee or Beneficiary in the enforcement of any
rights, remedies or recourses under the Loan Documents or otherwise at law or
equity shall be deemed to cure any Event of Default.

3.4 Release of and Resort to Collateral. 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 Mortgaged Property, any part of the
Mortgaged Property without, as to the remainder, in any way impairing,
affecting, subordinating or releasing the lien or security interests created in
or evidenced by the Loan Documents or their stature as a first and prior lien
and security interest in and to the remaining Mortgaged Property. For payment of
the Obligations, Beneficiary may resort to any other security in such order and
manner as Beneficiary may elect.

3.5 Waiver of Redemption, Notice and Marshalling of Assets. To the fullest
extent permitted by law, Grantor hereby irrevocably and unconditionally waives
and releases (a) all benefit that might accrue to Grantor by virtue of any
present or future statute of limitations or law or judicial decision exempting
the Mortgaged Property from attachment, levy or sale on execution or providing
for any appraisement, valuation, stay of execution, exemption from civil
process, redemption or extension of time for payment, (b) all notices of any
Event of Default or of Beneficiary's election to exercise or its actual exercise
of any right, remedy or recourse provided for under the Loan Documents, and (c)
any right to a marshalling of assets or a sale in inverse order of alienation.

3.6 Discontinuance of Proceedings. If Beneficiary shall have proceeded to invoke
any right, remedy or recourse permitted under the Loan Documents and shall
thereafter elect to discontinue or abandon it for any reason, Beneficiary shall
have the unqualified right to do so and, in such an event, Grantor, Trustee and
Beneficiary shall be restored to their former positions with respect to the
Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the
rights,



remedies, recourses and powers of Trustee and Beneficiary shall continue as if
the right, remedy or recourse had never been invoked, but no such discontinuance
or abandonment shall waive any Event of Default that may then exist or the right
of Trustee and Beneficiary thereafter to exercise any right, remedy or recourse
under the Loan Documents for such Event of Default.

3.7 Application of Proceeds. The proceeds of any sale of, and the Rents and
other amounts generated by the holding, leasing, management, operation or other
use of the Mortgaged Property, shall be applied by Trustee or Beneficiary (or
the receiver, if one is appointed) in the following order unless otherwise
required by the Credit Agreement or applicable law:

     3.7.1 to the payment of the costs and expenses actually incurred by
Beneficiary in taking possession of the Mortgaged Property and of holding,
using, leasing, repairing, improving and selling the same, including, without
limitation: (1) Trustee's and receiver's reasonable fees and expenses, (2) court
costs, (3) reasonable attorneys' and accountants' fees and expenses, (4) costs
of advertisement, and (5) the payment of all ground rent, real estate taxes and
assessments, except any taxes, assessments or other charges subject to which the
Mortgaged Property shall have been sold;

     3.7.2 to the payment of all amounts (including interest), other than the
unpaid principal balance of the Note and accrued but unpaid interest, which may
be due to Beneficiary under the Loan Documents;

     3.7.3 to the payment of the Obligations and performance of the Covenants
under the Loan Documents in such manner and order of preference as Beneficiary
in its sole discretion may determine; and

     3.7.4 the balance, if any, to the payment of the persons legally entitled
thereto.

3.8 Occupancy After Foreclosure. The purchaser at any foreclosure sale pursuant
to Section 3.1.4 shall become the legal owner of the Mortgaged Property. All
occupants of the Mortgaged Property shall, at the option of such purchaser,
become tenants of the purchaser at the foreclosure sale and shall deliver
possession thereof immediately to the purchaser upon demand. It shall not be
necessary for the purchaser at said sale to bring any action for possession of
the Mortgaged Property other than the statutory action of forcible detainer in
any justice court having jurisdiction over the Mortgaged Property.

3.9 Protective Advances and Disbursements; Costs of Enforcement.

     3.9.1 If any Event of Default exists, Beneficiary shall have the right, but
not the obligation, to cure such Event of Default in the name and on behalf of
Grantor. All sums advanced and expenses incurred at any time by Beneficiary
under this Section, or otherwise under this Deed of Trust or any of the other
Loan Documents or applicable law, shall bear interest from the date that such
sum is advanced or expense incurred, to and including the date of reimbursement,
computed at the interest rate applicable to overdue Reimbursement Obligations
under Section 2.14(c) of the Credit Agreement, and all such sums, together with
interest thereon, shall be secured by this Deed of Trust.



     3.9.2 Grantor shall pay all expenses (including reasonable attorneys' fees
and expenses) of or incidental to the perfection and enforcement of this Deed of
Trust and the other Loan Documents, or the enforcement, compromise or settlement
of the Obligations or any claim under this Deed of Trust and the other Loan
Documents, and for the curing thereof, or for defending or asserting the rights
and claims of Beneficiary in respect thereof, by litigation or otherwise.

3.10 No Mortgagee in Possession. Neither the enforcement of any of the remedies
under this Article, the assignment of the Rents and Leases under Article 4, the
security interests under Article 5, nor any other remedies afforded to Trustee
or Beneficiary under the Loan Documents, at law or in equity shall cause Trustee
or Beneficiary to be deemed or construed to be a mortgagee in possession of the
Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged
Property or attempt to do so, or to take any action, incur any expense, or
perform or discharge any obligation, duty or liability whatsoever under any of
the Leases or otherwise.

4.   ASSIGNMENT OF RENTS AND LEASES

4.1 Assignment. Grantor hereby grants to Beneficiary a present, absolute
assignment of the Leases and Rents; provided, however, that subject to the
provisions of this Deed of Trust and the other Loan Documents, Beneficiary
hereby gives Grantor a revocable license, so long as no Event of Default has
occurred hereunder, to collect and use the Rents as they become due and payable,
but not in advance thereof. While any Event of Default exists and is continuing,
Beneficiary shall be entitled to (a) notify any person that the Leases have been
assigned to Beneficiary and that all Rents are to be paid directly to
Beneficiary, whether or not Trustee or Beneficiary has commenced or completed
foreclosure or taken possession of the Mortgaged Property; (b) settle,
compromise, release, extend the time of payment of, and make allowances,
adjustments and discounts of any Rents or other obligations under the Leases;
(c) enforce payment of Rents and other rights under the Leases, prosecute any
action or proceeding, and defend against any claim with respect to Rents and
Leases; (d) enter upon, take possession of and operate the Mortgaged Property;
(e) lease all or any part of the Mortgaged Property; and/or (f) perform any and
all obligations of Grantor under the Leases and exercise any and all rights of
Grantor therein contained to the full extent of Grantor's rights and obligations
thereunder, with or without the bringing of any action or the appointment of a
receiver.

4.2 No Obligation. Notwithstanding Beneficiary's rights hereunder, Beneficiary
shall not be obligated to perform, and Beneficiary does not undertake to
perform, any obligation, duty or liability with respect to the Leases or Rents
on account of this Deed of Trust. Trustee and Beneficiary shall have no
responsibility on account of this Deed of Trust for the control, care,
maintenance or repair of the Mortgaged Property, for any waste committed on the
Mortgaged Property, for any dangerous or defective condition of the Mortgaged
Property, or for any negligence in the management, upkeep, repair or control of
the Mortgaged Property except to the extent any of the foregoing are caused by
Beneficiary or its agents.

4.3 Right to Apply Rents. Beneficiary shall have the right, but not the
obligation, to use and apply any Rents received hereunder in such order and such
manner as Beneficiary may determine, including, without limitation, for: (a) the
payment of costs and expenses of enforcing or defending the terms of this Deed
of Trust or the rights of Beneficiary hereunder, and



collecting any Rents and (b) the payment of costs and expenses of the operation
and maintenance of the Mortgaged Property.

4.4 No Merger of Estates. So long as any part of the Obligations and Covenants
secured hereby remain unpaid and undischarged, the fee and leasehold estates to
the Mortgaged Property shall not merge, but shall remain separate and distinct,
notwithstanding the union of such estates either in Grantor, Beneficiary, any
lessee or any third party by purchase or otherwise.

5.   SECURITY AGREEMENT

5.1 Security Interest. This Deed of Trust constitutes a "Security Agreement" on
personal property within the meaning of the UCC and other applicable law and
with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property
Agreements. To this end, Grantor grants to Trustee and Beneficiary a first and
prior security interest in the Personalty, Fixtures, Plans, Leases, Rents and
Property Agreements and all other Mortgaged Property that is personal property
to secure the payment of the Obligations and performance of the Covenants under
the Loan Documents, and agrees that Beneficiary shall have all the rights and
remedies of a secured party under the UCC with respect to such property. Any
notice of sale, disposition or other intended action by Trustee and Beneficiary
with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property
Agreement sent to Grantor at least ten (10) days prior to any action under the
UCC shall constitute reasonable notice to Grantor.

5.2 Financing Statements. Grantor shall execute and deliver to Beneficiary, in
form and substance satisfactory to Beneficiary, such financing statements and
such further assurances as Beneficiary may, from time to time, reasonably
consider necessary to create, perfect and preserve Beneficiary's security
interest hereunder and Beneficiary may cause such statements and assurances to
be recorded and filed, at such times and places as may be required or permitted
by law to so create, perfect and preserve such security interest. Grantor's
chief executive office is in the State of Texas at the address set forth in the
first paragraph of this Deed of Trust.

5.3 Fixture Filing. This Deed of Trust shall also constitute a "fixture filing"
for the purposes of the UCC against all of the Mortgaged Property that is or is
to become fixtures. Information concerning the security interest herein granted
may be obtained at the addresses of Debtor (Grantor) and Secured Party
(Beneficiary) as set forth in the first paragraph of this Deed of Trust.

6.   MISCELLANEOUS

6.1 Notices. Any notice required or permitted to be given under this Deed of
Trust shall be in writing and either shall be mailed by certified mail, postage
prepaid, return receipt requested, or sent by overnight air courier service, or
personally delivered to a representative of the receiving party, or sent by
telecopy. All such communications shall be mailed, sent or delivered, addressed
to the party for whom it is intended at its address set forth below:

          If to Grantor, to:
               B2Direct, Inc.
               2435 Goodwin Lane



               New Braunfels, TX 78135
               Attention: Chief Financial Officer
               Telephone: ______________
               Telecopy: _______________

          with a copy to:
               Paul, Weiss, Rifkind, Wharton & Garrison LLP
               1285 Avenue of the Americas
               New York, NY 10019-6064
               Attention: Nicholas A. Kujawa, Esq.
               Telephone: (212) 373-3162
               Telecopy: (212) 492-0162

          If to Beneficiary, to
               Bear Stearns Corporate Lending Inc.
               383 Madison Avenue
               New York, NY 10179
               Attention: Stephen O'Keefe
               Telephone: (212) 272-9184
               Telecopy: (212) 272-9430

          with a copy to:
               Latham & Watkins LLP
               885 Third Avenue, Suite 1000
               New York, NY 10022
               Attn: Jonathan Baumstark, Esq.
               Telephone: 212-906-1734
               Telecopy: 212-751-4864

Any communication so addressed and mailed shall be deemed to have been duly
given or made when delivered, or three business days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received,
addressed as set forth above or in the case of any party, to such other address
as such party may hereafter notify to the other parties hereto.

6.2. Covenants Running with the Land. All Obligations contained in this Deed of
Trust are intended by Grantor, Trustee and Beneficiary to be, and shall be
construed as, covenants running with the Mortgaged Property. As used herein,
"Grantor" shall refer to the party named in the first paragraph of this Deed of
Trust and to any subsequent owner of all or any portion of the Mortgaged
Property (without in any way implying that Beneficiary has or will consent to
any such conveyance or transfer of the Mortgaged Property). All persons or
entities who may have or acquire an interest in the Mortgaged Property shall be
deemed to have notice of, and be bound by, the terms of the Credit Agreement and
the other Loan Documents; however, no such party shall be entitled to any rights
thereunder without the prior written consent of Beneficiary.

6.3 Attorney-in-Fact. Grantor hereby irrevocably appoints Beneficiary and its
successors and assigns, as its attorney-in-fact, which agency is coupled with an
interest, (a) to execute and/or



record any notices of completion, cessation of labor or any other notices that
Beneficiary deems appropriate to protect Beneficiary's interest, if Grantor
shall fail to do so within ten (10) days after written request by Beneficiary,
(b) upon the issuance of a deed pursuant to the foreclosure of this Deed of
Trust or the delivery of a deed in lieu of foreclosure, to execute all
instruments of assignment, conveyance or further assurance with respect to the
Leases, Rents, Personalty, Fixtures, Plans and Property Agreements in favor of
the grantee of any such deed and as may be necessary or desirable for such
purpose, (c) to prepare, execute and file or record financing statements,
continuation statements and applications for registration necessary to create,
perfect or preserve Beneficiary's security interests and rights in or to any of
the collateral, and (d) while any Event of Default exists and is continuing, to
perform any obligation of Grantor hereunder; however: (1) Beneficiary shall not
under any circumstances be obligated to perform any obligation of Grantor; (2)
any sums advanced by Beneficiary in such performance shall be added to and
included in the Obligations and shall bear interest at the interest rate
applicable to overdue Reimbursement Obligations under Section 2.14(c) of the
Credit Agreement; (3) Beneficiary as such attorney-in-fact shall only be
accountable for such funds as are actually received by Beneficiary; and (4)
Beneficiary shall not be liable to Grantor or any other person or entity for any
failure to take any action that it is empowered to take under this Section.

6.4 Successors and Assigns. This Deed of Trust shall be binding upon and inure
to the benefit of Beneficiary and Grantor and their respective successors and
assigns. Grantor shall not, without the prior written consent of Beneficiary,
assign any rights, duties or obligations hereunder.

6.5 No Waiver. Any failure by Beneficiary to insist upon strict performance of
any of the terms, provisions or conditions of the Loan Documents shall not be
deemed to be a waiver of same, and Beneficiary shall have the right at any time
to insist upon strict performance of all of such terms, provisions and
conditions.

6.6 Subrogation. To the extent proceeds of the Loan have been used to
extinguish, extend or renew any indebtedness against the Mortgaged Property,
then Beneficiary shall be subrogated to all of the rights, liens and interests
existing against the Mortgaged Property and held by the holder of such
indebtedness and such former rights, liens and interests, if any, are not
waived, but are continued in full force and effect in favor of Beneficiary.

6.7 Credit Agreement. If any conflict or inconsistency exists between this Deed
of Trust and the Credit Agreement, the Credit Agreement shall govern.

6.8 Release. Upon payment in full of the Obligations, the termination or
expiration of all Commitments (as defined in the Credit Agreement), and provided
that no Letter of Credit (as defined in the Credit Agreement) shall be
outstanding, Beneficiary, at Grantor's expense, shall release the liens and
security interests created by this Deed of Trust or, at Grantor's request (but
at no cost to Beneficiary) assign this Deed of Trust to a Beneficiary designated
by Grantor.

6.9 Waiver of Stay, Moratorium and Similar Rights. Grantor agrees, to the full
extent that it may lawfully do so, that it will not at any time insist upon or
plead or in any way take advantage of any appraisement, valuation, stay,
marshalling of assets, extension, redemption or moratorium law now or hereafter
in force and effect so as to prevent or hinder the enforcement of the



provisions of this Deed of Trust or the indebtedness secured hereby, or any
agreement between Grantor and Beneficiary or any rights or remedies of
Beneficiary.

6.10 Obligations of Grantor, Joint and Several. If more than one person or
entity has executed this Deed of Trust as "Grantor," the obligations of all such
persons or entities hereunder shall be joint and several.

6.11 Governing Law. This Deed of Trust shall be governed by the laws of the
State in which the Land is located.

6.12 Headings. The Article, Section and Subsection titles hereof are inserted
for convenience of reference only and shall in no way alter, modify or define,
or be used in construing, the text of such Articles, Sections or Subsections.

6.13 Entire Agreement. This Deed of Trust and the other Loan Documents embody
the entire agreement and understanding between Beneficiary and Grantor and
supersede all prior agreements and understandings between such parties relating
to the subject matter hereof and thereof. Accordingly, the Loan Documents may
not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties.

6.14 Future Advances. Upon request of Grantor, and at Beneficiary's option prior
to release of this Deed of Trust, Beneficiary may make future advances to
Grantor. Such future advances, with interest thereon, shall be secured by this
Deed of Trust unless the parties shall agree otherwise in writing.

7.   RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO
     TRUSTEE

     Notwithstanding anything to the contrary in this Deed of Trust, Grantor and
Beneficiary agree as follows.

7.1 Exercise of Remedies by Trustee. Trustee hereby covenants to faithfully
perform and fulfill the trusts herein created. To the extent that this Deed of
Trust or applicable law authorizes or empowers Beneficiary to exercise any
remedies set forth in Section 3 hereof or otherwise, or perform any acts in
connection therewith, Trustee (but not to the exclusion of Beneficiary unless so
required under the law of the State) shall have the power to exercise any or all
such remedies, and to perform any acts provided for in this Deed of Trust in
connection therewith, all for the benefit of Beneficiary and on Beneficiary's
behalf in accordance with applicable law of the State. In connection therewith,
Trustee: (a) shall not exercise, or waive the exercise of, any Beneficiary's
remedies (other than any rights of Trustee to any indemnity or reimbursement),
except at Beneficiary's request, and (b) shall exercise, or waive the exercise
of, any or all of Beneficiary's remedies at Beneficiary's request, and in
accordance with Beneficiary's directions as to the manner of such exercise or
waiver. Trustee may, however, decline to follow Beneficiary's request or
direction if Trustee shall be advised by counsel that the action or proceeding,
or manner thereof, so directed may not lawfully be taken or waived.



7.2 Rights and Privileges of Trustee. To the extent that this Deed of Trust
requires Grantor to reimburse Beneficiary for any expenditures Beneficiary may
incur, Trustee shall be entitled to the same rights to reimbursement of expenses
as Beneficiary, subject to such limitations and conditions as would apply in the
case of Beneficiary. To the extent that this Deed of Trust negates or limits
Beneficiary's liability as to any matter, Trustee shall be entitled to the same
negation or limitation of liability. To the extent that Grantor, pursuant to
this Deed of Trust, appoints Beneficiary as Grantor's attorney in fact for any
purpose, Beneficiary or (when so instructed by Beneficiary) Trustee shall be
entitled to act on Grantor's behalf without joinder or confirmation by the
other.

7.3 Authority of Beneficiary. If Beneficiary is a banking corporation, state
banking corporation or a national banking association and the instrument of
appointment of any successor or replacement Trustee is executed on Beneficiary's
behalf by an officer of such corporation, state banking corporation or national
banking association, then such appointment may be executed by any authorized
officer or agent of Beneficiary and such appointment shall be conclusively
presumed to be executed with authority and shall be valid and sufficient without
proof of any action by the board of directors or any superior officer of
Beneficiary.

7.4 Effect of Appointment of Successor Trustee. Upon the appointment and
designation of any successor, substitute or replacement Trustee, Trustee's
entire estate and title in the Mortgaged Property shall vest in the designated
successor, substitute or replacement Trustee. Such successor, substitute or
replacement Trustee shall thereupon succeed to and shall hold, possess and
execute all the rights, powers, privileges, immunities and duties herein
conferred upon Trustee. All references herein to Trustee shall be deemed to
refer to Trustee (including any successor or substitute appointed and designated
as herein provided) from time to time acting hereunder.

7.5 Confirmation of Transfer and Succession. Any new Trustee appointed pursuant
to any of the provisions hereof shall, without any further act, deed or
conveyance, become vested with all the estates, properties, rights, powers and
trusts of his predecessor in the rights hereunder with like effect as if
originally named as Trustee herein; but nevertheless, upon the written request
of Beneficiary or of any successor, substitute or replacement Trustee, any
former Trustee ceasing to act shall execute and deliver an instrument
transferring to such successor, substitute or replacement Trustee all of the
right, title, estate and interest in the Mortgaged Property of Trustee so
ceasing to act, together with all the rights, powers, privileges, immunities and
duties herein conferred upon Trustee, and shall duly assign, transfer and
deliver all properties and moneys held by said Trustee hereunder to said
successor, substitute or replacement Trustee.

7.6 Exculpation. Trustee shall not be liable for any error of judgment or act
done by Trustee in good faith, or otherwise be responsible or accountable under
any circumstances whatsoever, except for Trustee's gross negligence, willful
misconduct or knowing violation of law. Trustee shall not be personally liable
in case of entry by him, or anyone entering by virtue of the powers herein
granted him, upon the Mortgaged Property for debts contracted or liability or
damages incurred in the management or operation of the Mortgaged Property.
Trustee shall have the right to rely on any instrument, document or signature
authorizing or supporting any action taken or proposed to be taken by it
hereunder, believed by it in good faith to be genuine. All moneys received by
Trustee shall, until used or applied as herein provided, be held in trust for
the



purposes for which they were received, but need not be segregated in any manner
from any other moneys (except to the extent required by law). Trustee shall be
under no liability for interest on any moneys received by it hereunder.

7.7 Endorsement and Execution of Documents. Upon Beneficiary's written request,
Trustee shall, without liability or notice to Grantor, execute, consent to, or
join in any instrument or agreement in connection with or necessary to
effectuate the purposes of the Credit Documents. Grantor hereby irrevocably
designates Trustee as its attorney in fact to execute, acknowledge and deliver,
on Grantor's behalf and in Grantor's name, all instruments or agreements
necessary to implement any provision(s) of this Deed of Trust or to further
perfect the lien created by this Deed of Trust on the Mortgaged Property. This
power of attorney shall be deemed to be coupled with an interest and shall
survive any disability of Grantor.

7.8 Multiple Trustees. If Beneficiary appoints multiple trustees, then any
Trustee, individually, may exercise all powers granted to Trustee under this
instrument, without the need for action by any other Trustee(s).

7.9 No Required Action. Trustee shall not be required to take any action under
this Deed of Trust or to institute, appear in or defend any action, suit or
other proceeding in connection therewith where in his opinion such action will
be likely to involve him in expense or liability, unless requested so to do by a
written instrument signed by Beneficiary and, if Trustee so requests, unless
Trustee is tendered security and indemnity satisfactory to him against any and
all costs, expense and liabilities arising therefrom. Trustee shall not be
responsible for the execution, acknowledgment or validity of the Credit
Documents, or for the proper authorization thereof, or for the sufficiency of
the lien and security interest purported to be created hereby, and makes no
representation in respect thereof or in respect of the rights, remedies and
recourses of Beneficiary.

7.10 Terms of Trustee's Acceptance. Trustee accepts the trust created by this
Deed of Trust upon the following terms and conditions:

          (a) DELEGATION. Trustee may exercise any of its powers through
appointment of attorney(s) in fact or agents.

          (b) SECURITY. Trustee shall be under no obligation to take any action
upon any Event of Default unless furnished security or indemnity, in form
satisfactory to Trustee, against costs, expenses, and liabilities that Trustee
may incur.

          (c) COSTS AND EXPENSES. Grantor shall reimburse Trustee, as part of
the Loan Obligations secured hereunder, for all reasonable disbursements and
expenses (including reasonable legal fees and expenses) incurred by reason of or
arising from an actionable Default and as provided for in this Deed of Trust,
including any of the foregoing incurred in Trustee's administering and executing
the trust created by this Deed of Trust and performing Trustee's duties and
exercising Trustee's powers under this Deed of Trust. Trustee hereby waives any
and all rights to any statutory compensation as may be provided for under state
laws.



8.   LOCAL LAW PROVISIONS

The terms of this Local Law Provision shall prevail over any conflicts of the
terms of the other provisions of this Deed of Trust.

8.1 Foreclosure Under Power Of Sale. If an Event of Default shall have occurred
and be continuing, Beneficiary may, at its option and without further notice,
declare the entire unpaid principal balance of the Loan, together with all
accrued interest thereon and all other Indebtedness, immediately due and payable
and shall have the right to have Trustee sell the Mortgaged Property or any part
of the Mortgaged Property at one or more public sales before the front door of
the courthouse of the county in which the Mortgaged Property or any part of the
Mortgaged Property is situated, to the highest bidder for cash (or credit upon
the Loan if Beneficiary is the successful bidder), and in bar of the right of
redemption (statutory or otherwise), the equity of redemption, homestead, dower,
elective or distributive share, any right of appraisement or valuation and all
other rights and exemptions of every kind, all of which are hereby expressly
waived, in order to pay the Loan and all expenses of sale and of all proceedings
in connection therewith, including reasonable attorney's fees, after advertising
the time, place and terms of sale at least three (3) different times in some
newspaper published in the county in which the Mortgaged Property is located,
the first of which publications shall be at least twenty (20) days previous to
said sale. At any such public sale, Trustee may execute and deliver to the
purchaser a conveyance of the Mortgaged Property or any part of the Mortgaged
Property in fee simple. In the event of any sale under this Deed of Trust by
virtue of the exercise of the powers herein granted, or pursuant to any order in
any judicial proceedings or otherwise, the Mortgaged Property may be sold as an
entirety or in separate parcels and in such manner or order as Beneficiary in
its sole discretion may elect, and if Beneficiary so elects, Trustee or
Beneficiary may sell any personal property covered by this Deed of Trust at one
or more separate sales in any manner permitted by the UCC. One or more exercises
of the powers herein granted shall not extinguish or exhaust such powers, until
the entire Mortgaged Property is sold or the Loan is paid in full. If the Loan
is now or hereafter further secured by any chattel mortgages, pledges, contracts
of guaranty, assignments of lease or other security instruments, Beneficiary at
its option may exhaust the remedies granted under any of said security
instruments or this Deed of Trust either concurrently or independently, and in
such order as Beneficiary may determine. Said sale may be adjourned by the
Trustee, or its agent or successors, and reset at a later date without
additional publication; provided that an announcement to that effect be made at
the scheduled place of sale at the time and on the date the sale is originally
set. If an Event of Default shall have occurred and be continuing, Beneficiary
may, in addition to and not in abrogation of the rights covered in this Section,
either with or without entry or taking possession as herein provided or
otherwise, proceed by a suit or suits in law or in equity or by any other
appropriate proceeding or remedy (i) to enforce payment of the Loan or the
performance of any term, covenant, condition or agreement of this Deed of Trust
or any other right, and (ii) to pursue any other remedy available to it, all as
Beneficiary in its sole discretion shall elect.

8.2 Trustee Provisions



     8.2.1 Certain Rights. With the approval of Beneficiary, Trustee shall have
the right to take any and all of the following actions: (i) to select, employ
and consult with counsel (who may be, but need not be, counsel for Beneficiary)
upon any matters arising hereunder, including the preparation, execution and
interpretation of the Loan Documents, and shall be fully protected in relying as
to legal matters on the advice of counsel, (ii) to execute any of the trusts and
powers hereof and to perform any duty hereunder either directly or through his
or her agents or attorneys, (iii) to select and employ, in and about the
execution of his or her duties hereunder, suitable accountants, engineers and
other experts, agents and attorneys in fact, either corporate or individual, not
regularly in the employ of Trustee (and Trustee shall not be answerable for any
act, default, negligence, or misconduct of any such accountant, engineer or
other expert, agent or attorney in fact, if selected with reasonable care, or
for any error of judgment or act done by Trustee in good faith, or be otherwise
responsible or accountable under any circumstances whatsoever, except for
Trustee's gross negligence or bad faith), and (iv) any and all other lawful
action that Beneficiary may instruct Trustee to take to protect or enforce
Beneficiary's rights hereunder. Trustee shall not be personally liable in case
of entry by Trustee, or anyone entering by virtue of the powers herein granted
to Trustee, upon the Mortgaged Property for debts contracted for or liability or
damages incurred in the management or operation of the Mortgaged Property.
Trustee shall have the right to rely on any instrument, document, or signature
authorizing or supporting any action taken or proposed to be taken by Trustee
hereunder, believed by Trustee in good faith to be genuine. Trustee shall be
entitled to reimbursement for expenses incurred by Trustee in the performance of
Trustee's duties hereunder and to reasonable compensation for such of Trustee's
services hereunder as shall be rendered. Grantor will, from time to time, pay
the compensation due to Trustee hereunder and reimburse Trustee for, and save
and hold Trustee harmless against, any and all liability and expenses which may
be incurred by Trustee in the performance of Trustee's duties.

     8.2.2 Retention of Money. All moneys received by Trustee shall, until used
or applied as herein provided, be held in trust for the purposes for which they
were received, and shall be segregated from any other moneys of Trustee.

     8.2.3 Successor Trustees. Trustee may resign by the giving of notice of
such resignation in writing to Beneficiary. If Trustee shall die, resign or
become disqualified from acting in the execution of this trust, or if, for any
reason, Beneficiary, in Beneficiary's sole discretion and with or without cause,
shall prefer to appoint a substitute trustee or multiple substitute trustees, or
successive substitute trustees or successive multiple substitute trustees, to
act instead of the aforenamed Trustee, Beneficiary shall have full power to
appoint a substitute trustee (or, if preferred, multiple substitute trustees) in
succession who shall succeed (and if multiple substitute trustees are appointed,
each of such multiple substitute trustees shall succeed) to all the estates,
rights, powers and duties of the aforenamed Trustee. Such appointment may be
executed by any authorized agent of Beneficiary, and if such Beneficiary be a
corporation and such appointment be executed on its behalf by any officer of
such corporation, such appointment shall be conclusively presumed to be executed
with authority and shall be valid and sufficient without proof of any action by
the board of directors or any superior officer of the corporation. Grantor
hereby ratifies and confirms any and all acts which the aforenamed Trustee, or
his or her successor or successors in this trust, shall do lawfully by virtue
hereof. If multiple substitute



trustees are appointed, each of such multiple substitute trustees shall be
empowered and authorized to act alone without the necessity of the joinder of
the other multiple substitute trustees, whenever any action or undertaking of
such substitute trustees is requested or required under or pursuant to this Deed
of Trust or applicable law. Any prior election to act jointly or severally shall
not prevent either or both of such multiple substitute Trustees from
subsequently executing, jointly or severally, any or all of the provisions
hereof.

     8.2.4 Perfection of Appointment. Should any deed, conveyance, or instrument
of any nature be required from Grantor by any Trustee or substitute Trustee to
more fully and certainly vest in and confirm to Trustee or substitute Trustee
such estates, rights, powers, and duties, then, upon request by Trustee or
substitute trustee, any and all such deeds, conveyances and instruments shall be
made, executed, acknowledged, and delivered and shall be caused to be recorded
and/or filed by Grantor.

     8.2.5 Succession Instruments. Any substitute trustee appointed pursuant to
any of the provisions hereof shall, without any further act, deed or conveyance,
become vested with all the estates, properties, rights, powers, and trusts of
its, his or her predecessor in the rights hereunder with like effect as if
originally named as Trustee herein; but nevertheless, upon the written request
of Beneficiary or of the substitute trustee, the Trustee ceasing to act shall
execute and deliver any instrument transferring to such substitute trustee, upon
the trusts herein expressed, all the estates, properties, rights, powers, and
trusts of the Trustee so ceasing to act, and shall duly assign, transfer and
deliver any of the property and moneys held by such Trustee to the substitute
trustee so appointed in such Trustee's place.

     8.2.6 No Representation by Trustee or Beneficiary. By accepting or
approving anything required to be observed, performed, or fulfilled or to be
given to Trustee or Beneficiary pursuant to the Loan Documents, including,
without limitation, any officer's certificate, balance sheet, statement of
profit and loss or other financial statement, survey, appraisal or insurance
policy, neither Trustee nor Beneficiary shall be deemed to have warranted,
consented to, or affirmed the sufficiency, legality, effectiveness or legal
effect of the same, or of any term, provision, or condition thereof, and such
acceptance or approval thereof shall not be or constitute any warranty or
affirmation with respect thereto by Trustee or Beneficiary.



IN WITNESS WHEREOF, the parties hereto have executed this Deed of Trust as of
the date first above written.

                                         B2DIRECT, INC., a Delaware corporation


                                         By: /s/ Peter A. Fera
                                             -----------------------------------
                                         Name: Peter A. Fera
                                               ---------------------------------
                                         Title: Chief Financial Officer
                                                --------------------------------



                        [DEED OF TRUST - KNOXVILLE, TN]



                                 [NOTARY BLOCK]

STATE OF New York]
                  ]
COUNTY OF New York]

     Before me, the undersigned, a Notary Public in and for said State and
County aforesaid, personally appeared Peter A. Fera, Jr. with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who,
upon oath acknowledged him self to be the CFO of B2DIRECT, INC., a Delaware
corporation, the within named bargainor, and that as such CFO, being authorized
so to do, executed the foregoing instrument for the purpose therein contained.

WITNESS my hand and official seal, at New York, New York, this 14th day of
December, 2005.

                                       /s/ Nicholas A. Kujawa
                                       -----------------------------------------
                                       NOTARY PUBLIC

My commission expires: __________________


        NICHOLAS A. KUJAWA
        Notary Public, State of New York
        No. 02KU6122294
        Qualified in Kings County
        Commission Expires February 7, 2009


                        [DEED OF TRUST - KNOXVILLE, TN]





                                    EXHIBIT A
                               [Legal Description]




                                   EXHIBIT "A"

Certain real estate located at 5205 North National Drive, in Knox Co.,
Tennessee, being Tax Parcel # 110-9 and being more particularly described as
follows:
Situated in District # Eight (8th) Civil District, of Knox County, Tennessee,
together with the buildings and other improvements thereon, and without the
corporate limits of the City of Knoxville, Tennessee, and being known as the
property of record in Map Book 54-L, page 2, in the Register's Office of Knox
County, Tennessee, and described as follows, to-wit:
BEGINNING at the Northeast corner of National Drive and Independence Lane,
said point of BEGINNING marking the point of intersection of the Northern line
of National Drive with the Eastern line of Independence Lane, if both lines are
extended to their intersecting point; thence North 37 deg. 44 min. West, along
the Eastern line of Independence Lane, 610.62 feet to a point; thence North 37
deg. 28 min. East, 205.70 feet to a point; thence South 39 deg. 58 min. East,
640.24 feet to a point in the Northern line of National Drive; thence with said
line of said Drive, South 46 deg. 17 min. West, 225 feet to a point, the place
of BEGINNING. Less and except therefrom that portion of said property formed by
a 30' radius arc at the southwesterly corner as shown on said Plat of record in
Plat Cabinet "G" Slide 385A

Above described land also described according to survey # 20050969-4 dated
9.23.2005 last revised 10.13.2005 prepared by David L. Hurst for Bock & Clark's
National Survey Network as follows:

All that tract or parcel of land lying and being in the 8th Civil District of
Knox County, Tennessee, and being more particularly bounded and described as
follows:
To find the POINT OF BEGINNING, commence from the centerline intersection of
National Drive and Independence Lane North 10 degrees 19 minutes 07 seconds East
73.96 feet to an iron pin set, said point being the POINT OF BEGINNING; from
said POINT OF BEGINNING, proceed along an arc of a curve to the right having a
radius of 30.00 feet, an arc length of 50.27 feet, with a chord bearing and
distance of North 84 degrees 00 minutes 40 seconds West 44.59 feet to an iron
pin set; thence proceed along the easterly right of way of Independence Lane
North 36 degrees 00 minutes 37 seconds West 577.51 feet to a pipe found, common
corner to Forest Development LLC(deed book 2234 page 1154); thence along common
line with Forest Development LLC North 39 degrees 12 minutes 29 seconds East
205.41 feet to an iron pin found, common corner to Forest Development LLC and
Aller Associates (deed book 1933 page 913); thence along common line with Aller
Associates South 38 degrees 26 minutes 37 seconds East 72.58 feet to an iron pin
found; thence South 38 degrees 14 minutes 19 seconds East 567.62 feet to an iron
pin found, common corner to Aller Associates and the northwesterly right of way
of National Drive; thence continuing along National Drive South 47 degrees 59
minutes 18 seconds West 225.0 feet to an iron pin set, said point being the
POINT OF BEGINNING.

BEING THE SAME PROPERTY CONVEYED pursuant to a Deed from Clarke American Checks,
Inc. to B2DIRECT, INC., as recorded in Knox County Register of Deeds Office
under instrument #200312300065567.`