`Tax Parcel ID No. E000-1310/006

After recording please return to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue                                [City of Richmond, Virginia]
New York, New York 10017
Attention:  Cynthia Parker

THIS DOCUMENT WAS PREPARED OUTSIDE THE COMMONWEALTH OF VIRGINIA

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                       THIS IS A CREDIT LINE DEED OF TRUST
                       -----------------------------------

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

                                     made by

                      MAFCO WORLDWIDE CORPORATION, Grantor,

                  in favor of KANAWHA LAND TITLE SERVICES, LLC,

                      as Trustee for the use and benefit of


                           JPMORGAN CHASE BANK, N.A.,
                      as Administrative Agent, Beneficiary

                          Dated as of December 8, 2005


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THIS IS A CREDIT LINE DEED OF TRUST AND THE MAXIMUM AGGREGATE AMOUNT OF
PRINCIPAL TO BE SECURED AT ANY ONE TIME BY THIS DEED OF TRUST IS $125,000,000;
PROVIDED, HOWEVER, THE VALUE OF THE REAL ESTATE SECURED HEREBY AND LOCATED IN
THE CITY OF RICHMOND, VIRGINIA IS $5,170,000.00. ACCORDINGLY, THE APPLICABLE
RECORDATION TAX FOR THIS INSTRUMENT PURSUANT TO VA. CODE 58.1-803 IS CALCULATED
UPON $5,170,000.00 as a Credit Line Deed of Trust within the meaning of Section
55-58.2 of the Code of Virginia (1950), as amended, for purposes of and to the
extent required by such Section, (i) the name of the Beneficiaries secured by
this Deed of Trust are JPMORGAN CHASE BANK, N.A. and the Lenders defined herein,
and (ii) the address at which communications may be mailed or delivered to
JPMORGAN CHASE BANK, N.A. on behalf of itself and other such lenders is set
forth on the first page of this Deed of Trust.

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THIS INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES RELATED TO THE
REAL ESTATE DESCRIBED HEREIN AND IS TO BE RECORDED IN THE REAL ESTATE RECORDS OF
RICHMOND COUNTY/CITY, VIRGINIA AND IS ALSO TO BE INDEXED IN THE INDEX OF
FINANCING STATEMENTS AS A FIXTURE FILING IN ACCORDANCE WITH THE UNIFORM
COMMERCIAL CODE OF THE COMMONWEALTH OF VIRGINIA. THE NAMES OF THE DEBTOR AND THE
SECURED PARTY, THE ADDRESS OF THE SECURED PARTY FROM WHICH INFORMATION
CONCERNING THE SECURITY INTEREST MAY BE OBTAINED, THE ADDRESS OF THE DEBTOR AND
A STATEMENT INDICATING THE TYPES, OR DESCRIBING THE ITEMS, OF COLLATERAL, ARE AS
DESCRIBED HEREIN, IN COMPLIANCE WITH THE REQUIREMENTS OF ARTICLE 9, SECTION
8.9A-502 OF THE UNIFORM COMMERCIAL CODE OF THE COMMONWEALTH OF VIRGINIA, SECTION
8.9-502 OF THE CODE OF VIRGINIA.




                                TABLE OF CONTENTS

                                                                            Page


Background.....................................................................1

Granting Clauses...............................................................1

Terms and Conditions...........................................................4
         1.       Defined Terms................................................4
         2.       Warranty of Title............................................4
         3.       Payment of Obligations.......................................5
         4.       Requirements.................................................5
         5.       Payment of Taxes and Other Impositions.......................5
         6.       Insurance....................................................5
         7.       Restrictions on Liens and Encumbrances.......................6
         8.       Due on Sale and Other Transfer Restrictions..................6
         9.       Condemnation/Eminent Domain..................................6
         10.      Leases.......................................................7
         11.      Further Assurances...........................................7
         12.      Beneficiary's Right to Perform...............................7
         13.      Remedies.....................................................7
         14.      Right of Beneficiary to Credit Sale.........................10
         15.      Appointment of Receiver.....................................11
         16.      Extension, Release, etc.....................................11
         17.      Security Agreement under Uniform Commercial Code;
                    Fixture Filing............................................12
         18.      Assignment of Rents.........................................12
         19.      Additional Rights...........................................13
         20.      Notices.....................................................13
         21.      No Oral Modification........................................13
         22.      Partial Invalidity..........................................13
         23.      Grantor's Waiver of Rights..................................14
         24.      Remedies Not Exclusive......................................14
         25.      Multiple Security...........................................15
         26.      Successors and Assigns......................................16
         27.      No Waivers, etc.............................................16
         28.      Governing Law, etc..........................................16
         29.      Certain Definitions.........................................16
         30.      Duty of Beneficiary; Authority of Beneficiary...............17
         31.      Last Dollars Secured; Priority..............................17
         32.      Enforcement Expenses; Indemnification.......................18
         33.      Release.....................................................18
         34.      Incorporation By Reference..................................18
         35.      Receipt of Copy.............................................19
         36.      Successor Grantor...........................................19
         37.      Trustee's Powers and Liabilities............................19
         38.      Business or Commercial Purpose..............................20






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


     THIS CREDIT LINE DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES
AND RENTS, AND FIXTURE FILING, dated as of December 8, 2005 is made by MAFCO
WORLDWIDE CORPORATION, a Delaware corporation ("Grantor"), whose address is
Third Street and Jefferson Avenue, Camden, New Jersey 08104, in favor of KANAWHA
LAND TITLE SERVICES, LLC, a Virginia limited liability company ("Trustee"),
whose principal place of business is 1802 Bayberry Court - Suite 305A, Richmond,
Virginia 23226 (Henrico County), Virginia, as trustee for the use and benefit of
to JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity,
"Beneficiary"), whose address is c/o Loan and Agency Services, 111 Fannin, 10th
Floor Houston, Texas 77002. References to this "Deed of Trust" shall mean this
instrument and any and all renewals, modifications, amendments, supplements,
extensions, consolidations, substitutions, spreaders and replacements of this
instrument.

                                   Background
                                   ----------

     A. Flavors Holdings Inc., a Delaware corporation, Grantor, as Borrower, the
several banks and other financial institutions or entities from time to time
parties thereto (collectively, the "Lenders"), and Bear Stearns Corporate
Lending Inc., as syndication agent, and Beneficiary, are parties to that certain
Credit Agreement, dated as of December 8, 2005 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"). The terms of the
Credit Agreement are incorporated by reference in this Deed of Trust as if the
terms thereof were fully set forth herein.

     B. Pursuant to the Credit Agreement, the Lenders have severally agreed to
make extensions of credit to the Grantor upon the terms and subject to the
conditions set forth therein.

     C. Certain of the Qualified Counterparties may enter into Specified Hedge
Agreements with Grantor.

     D. Grantor is the owner of the fee simple estate in the parcel(s) of real
property described on Schedule A attached hereto (the "Land"), and owns all of
the buildings, improvements, structures, and fixtures now or subsequently
located on the Land (the "Improvements"; the Land and the Improvements being
collectively referred to as the "Real Estate").

     E. It is a condition precedent to the obligation of the Lenders to make
their respective extensions of credit to the Grantor under the Credit Agreement
that Grantor shall have executed and delivered this Deed of Trust to Trustee,
for benefit if the Beneficiary, for the ratable benefit of the Secured Parties.

                                Granting Clauses
                                ----------------

     For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Grantor agrees that to secure all unpaid principal of
and interest on the




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Loans and Reimbursement Obligations and all other obligations and liabilities of
the Grantor (including, without limitation, interest accruing at the then
applicable rate provided in the Credit Agreement after the maturity of the Loans
and Reimbursement Obligations and interest accruing at the then applicable rate
provided in the Credit Agreement after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding,
relating to the Grantor, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) to the Beneficiary or any Lender (or, in
the case of any Specified Hedge Agreement or Specified Cash Management
Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Credit Agreement, this Deed
of Trust, the other Loan Documents, any Letter of Credit, any Specified Hedge
Agreement, any Specified Cash Management Agreement or any other document made,
delivered or given in connection with any of the foregoing, in each case whether
on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Beneficiary or to the Lenders that are required
to be paid by the Grantor pursuant to the terms of any of the foregoing
agreements) (collectively, the "Obligations");

GRANTOR HEREBY GRANTS, BARGAINS AND SELLS, CONVEYS AND ASSIGNS UNTO THE TRUSTEE,
IN FEE SIMPLE WITH POWER OF SALE WITH DEED OF TRUST COVENANTS FOR THE USE AND
BENEFIT OF BENEFICIARY, ALL AND SINGULAR GRANTOR'S RIGHTS, TITLES AND INTERESTS
IN AND TO THE FOLLOWING:

          (a) the Land;

          (b) all right, title and interest Grantor now has or may hereafter
     acquire in and to the Improvements or any part thereof, and all the estate,
     right, title, claim or demand whatsoever of Grantor, in possession or
     expectancy, in and to the Real Estate or any part thereof;

          (c) all right, title and interest of Grantor in, to and under all
     easements, rights of way, licenses, operating agreements, abutting strips
     and gores of land, streets, ways, alleys, passages, sewer rights, waters,
     water courses, water and flowage rights, development rights, air rights,
     mineral and soil rights, plants, standing and fallen timber, and all
     estates, rights, titles, interests, privileges, licenses, tenements,
     hereditaments and appurtenances belonging, relating or appertaining to the
     Real Estate, and any reversions, remainders, rents, issues, profits and
     revenue thereof and all land lying in the bed of any street, road or
     avenue, in front of or adjoining the Real Estate to the center line
     thereof;

          (d) all of the fixtures, chattels, business machines, machinery,
     apparatus, equipment, furnishings, fittings, appliances and articles of
     personal property of every kind and nature whatsoever, and all
     appurtenances and additions thereto and substitutions or replacements
     thereof (together with, in each case, attachments, components, parts and
     accessories) currently owned or subsequently acquired by Grantor and now or
     subsequently attached to, or contained in or used or usable in any way in
     connection with any operation or letting of the Real Estate, including but
     without limiting the generality of the foregoing, all screens, awnings,
     shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors
     and windows, furniture and furnishings, heating, electrical, and


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     mechanical equipment, lighting, switchboards, plumbing, ventilating, air
     conditioning and air-cooling apparatus, refrigerating, and incinerating
     equipment, escalators, elevators, loading and unloading equipment and
     systems, stoves, ranges, laundry equipment, cleaning systems (including
     window cleaning apparatus), telephones, communication systems (including
     satellite dishes and antennae), televisions, computers, sprinkler systems
     and other fire prevention and extinguishing apparatus and materials,
     security systems, motors, engines, machinery, pipes, pumps, tanks,
     conduits, appliances, fittings and fixtures of every kind and description
     (all of the foregoing in this paragraph (d) being referred to as the
     "Equipment");

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

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

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

          (h) to the extent not prohibited under the applicable contract,
     consent, license or other item unless the appropriate consent has been
     obtained, all right, title and interest of Grantor in and to (i) all
     contracts from time to time executed by Grantor or any manager or agent on
     its behalf relating to the ownership, construction, maintenance, repair,
     operation, occupancy, sale or financing of the Real Estate or Equipment or
     any part thereof and all agreements and options relating to the purchase or
     lease of any portion of the Real Estate or any property which is adjacent
     or peripheral to the Real Estate, together with the right to exercise such
     options and all leases of Equipment, (ii) all


                                                                               4

     consents, licenses, building permits, certificates of occupancy and other
     governmental approvals relating to construction, completion, occupancy, use
     or operation of the Real Estate or any part thereof, and (iii) all
     drawings, plans, specifications and similar or related items relating to
     the Real Estate; and

          (i)   all proceeds, both cash and noncash, of the foregoing;

     (All of the foregoing property and rights and interests now owned or held
or subsequently acquired by Grantor and described in the foregoing clauses (a)
through (d) are collectively referred to as the "Premises", and those described
in the foregoing clauses (a) through (i) are collectively referred to as the
"Trust Property").

     TO HAVE AND TO HOLD the Trust Property and the rights and privileges hereby
granted unto Trustee, its successors and assigns IN TRUST FOREVER for the uses
and trusts set forth herein, until the Obligations are fully paid and performed,
provided, however, that the condition of this Deed of Trust is such that if the
Obligations are fully paid and performed, then the estate hereby granted shall
cease, terminate and become void but shall otherwise remain in full force and
effect.

     This Deed of Trust covers present and future advances and re-advances, in
the aggregate amount of the obligations secured hereby, made by the Secured
Parties for the benefit of Grantor, and the lien of such future advances and
re-advances shall relate back to the date of this Deed of Trust.

                              Terms and Conditions
                              --------------------

     Grantor further represents, warrants, covenants and agrees with Beneficiary
and the Secured Parties as follows:

     1. Defined Terms. Capitalized terms used herein (including in the
"Background" and "Granting Clauses" sections above) and not otherwise defined
herein shall have the meanings ascribed thereto in the Credit Agreement.
References in this Deed of Trust to the "Default Rate" shall mean the interest
rate applicable pursuant to Section 2.14(c) of the Credit Agreement. References
herein to the "Secured Parties" shall mean the collective reference to (i)
Beneficiary, (ii) the Lenders (including any Issuing Lender in its capacity as
Issuing Lender), (iii) each counterparty or party to a Specified Hedge Agreement
or Specified Cash Management Agreement entered into with the Borrower or Grantor
if such counterparty or party was a Lender (or an Affiliate of a Lender) at the
time the Specified Hedge Agreement or Specified Cash Management Agreement was
entered into, (iv) any other holders from time to time of the Obligations, and
(v) the respective successors, indorsees, transferees and assigns of each of the
foregoing.

     2. Warranty of Title. Grantor warrants that it has good record title in fee
simple to, or a valid leasehold interest in, the Real Estate, and good title to,
or a valid leasehold interest in, the rest of the Trust Property, subject only
to the matters that are set forth in Schedule B of the title insurance policy or
policies, if any, being issued to Beneficiary to insure the lien of this Deed of
Trust and any other lien or encumbrance as permitted by Section 7.2 of the
Credit Agreement (the "Permitted Exceptions"). Grantor shall warrant, defend and
preserve such title and the lien of this Deed of Trust against all claims of all
persons and entities (not including the


                                                                               5

holders of the Permitted Exceptions). Grantor represents and warrants that it
has the right to convey the Trust Property.

     3. Payment of Obligations. Grantor shall pay and perform the Obligations at
the times and places and in the manner specified in the Loan Documents.

     4. Requirements. Grantor shall comply with all covenants, restrictions and
conditions now or later of record which may be applicable to any of the Trust
Property, or to the use, manner of use, occupancy, possession, operation,
maintenance, alteration, repair or reconstruction of any of the Trust Property,
except where a failure to do so could not reasonably be expected to have a
material adverse effect (considered both individually and together with other
such failures) on (i) the current business, operations or condition (financial
or otherwise) of the Grantor, (ii) the current use of the Trust Property or
(iii) the value of the Trust Property (assuming its current use).

     5. Payment of Taxes and Other Impositions. (a) Prior to the date on which
any fine, penalty, interest or cost may be added thereto or imposed, Grantor
shall pay and discharge all taxes, charges and assessments of every kind and
nature, all charges for any easement or agreement maintained for the benefit of
any of the Real Estate, all general and special assessments, levies, permits,
inspection and license fees, all water and sewer rents and charges, vault taxes
and all other public charges even if unforeseen or extraordinary, imposed upon
or assessed against or which may become a lien on any of the Real Estate, or
arising in respect of the occupancy, use or possession thereof, together with
any penalties or interest on any of the foregoing (all of the foregoing are
collectively referred to herein as the "Impositions"), except where (i) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, and (ii) the Grantor has set aside on its books adequate reserves
with respect thereto in accordance with GAAP. Upon request by Beneficiary,
Grantor shall deliver to Beneficiary evidence reasonably acceptable to
Beneficiary showing the payment of any such Imposition. If by law any
Imposition, at Grantor's option, may be paid in installments (whether or not
interest shall accrue on the unpaid balance of such Imposition), Grantor may
elect to pay such Imposition in such installments and shall be responsible for
the payment of such installments with interest, if any.

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

     6. Insurance. (a) Grantor shall maintain, with financially sound and
reputable companies, insurance policies (i) insuring the Real Estate against
loss by fire, explosion, theft and such other casualties as may be reasonably
satisfactory to the Beneficiary, and (ii) insuring Grantor, the Beneficiary and
the other Secured Parties against liability for personal injury and property
damage relating to such Real Estate, such policies to be in such form and
amounts and having such coverage as may be reasonably satisfactory to the
Beneficiary. All such insurance


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shall (i) provide that no cancellation, material reduction in amount or material
change in coverage thereof shall be effective until at least thirty (30) days
after receipt by the Beneficiary of written notice thereof, (ii) name the
Beneficiary as an additional insured party or loss payee, (iii) include
deductibles consistent with past practice or consistent with industry practice
or otherwise reasonably satisfactory to the Beneficiary.

          (b) If any portion of the Premises is located in an area identified as
a special flood hazard area by the Federal Emergency Management Agency or other
applicable agency, Grantor shall maintain or cause to be maintained, flood
insurance in an amount reasonably satisfactory to Beneficiary, but in no event
less than the maximum limit of coverage available under the National Flood
Insurance Act of 1968, as amended.

          (c) Grantor promptly shall comply with and conform in all material
respects to (i) all provisions of each such insurance policy, and (ii) all
requirements of the insurers applicable to Grantor or to any of the Trust
Property or to the use, manner of use, occupancy, possession, operation,
maintenance, alteration or repair of any of the Trust Property. Grantor shall
not use or permit the use of the Trust Property in any manner which would permit
any insurer to cancel any insurance policy or void coverage required to be
maintained by this Deed of Trust.

          (d) If Grantor is in default of its obligations to insure or deliver
any such prepaid policy or policies, then Beneficiary, at its option upon 5
days' notice to Grantor, may effect such insurance from year to year at rates
substantially similar to the rate at which Grantor had insured the Premises, and
pay the premium or premiums therefor, and Grantor shall pay to Beneficiary on
demand such premium or premiums so paid by Beneficiary with interest from the
time of payment at the Default Rate.

          (e) If the Trust Property, or any part thereof, shall be destroyed or
damaged and the reasonably estimated cost thereof would exceed $500,000, Grantor
shall give prompt notice thereof to Beneficiary. All insurance proceeds paid or
payable in connection with any damage or casualty to the Real Estate shall be
deemed proceeds from a Recovery Event and applied in the manner specified in the
Credit Agreement.

          (f) In the event of foreclosure of this Deed of Trust or other
transfer of title to the Trust Property, all right, title and interest of
Grantor in and to any insurance policies then in force shall pass to the
purchaser or grantee.

     7. Restrictions on Liens and Encumbrances. Except for the lien of this Deed
of Trust and the Permitted Exceptions, Grantor shall not further convey,
mortgage, nor otherwise encumber the Trust Property nor create or suffer to
exist any lien, charge or encumbrance on the Trust Property, or any part
thereof, whether superior or subordinate to the lien of this Deed of Trust and
whether recourse or non-recourse.

     8. Due on Sale and Other Transfer Restrictions. Except as expressly
permitted under Section 7.5 of the Credit Agreement, Grantor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the Trust
Property.

     9. Condemnation/Eminent Domain. Promptly upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Trust Property, or
any material


                                                                               7


portion thereof, Grantor will notify Beneficiary of the pendency of such
proceedings. All awards and proceeds relating to such condemnation shall be
deemed proceeds from a Recovery Event and applied in the manner specified in the
Credit Agreement.

     10. Leases. Except as expressly permitted under the Credit Agreement,
Grantor shall not (a) execute an assignment or pledge of any Lease relating to
all or any portion of the Trust Property other than in favor of Beneficiary, or
(b) execute or permit to exist any Lease of any of the Trust Property.

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

     12. Beneficiary's Right to Perform. If Grantor fails to perform any of the
covenants or agreements of Grantor, within the applicable grace period, if any,
provided for in the Credit Agreement, Beneficiary, without waiving or releasing
Grantor from any obligation or default under this Deed of Trust, may, at any
time upon 5 days' notice to Grantor (but shall be under no obligation to) pay or
perform the same, and the amount or cost thereof, with interest at the Default
Rate, shall immediately be due from Grantor to Beneficiary and the same shall be
secured by this Deed of Trust and shall be a lien on the Trust Property prior to
any right, title to, interest in, or claim upon the Trust Property attaching
subsequent to the lien of this Deed of Trust. No payment or advance of money by
Beneficiary under this Section shall be deemed or construed to cure Grantor's
default or waive any right or remedy of Beneficiary.

     13. Remedies. (a) Upon the occurrence and during the continuance of any
Event of Default, Beneficiary may immediately take such action, without notice
or demand, as it deems advisable to protect and enforce its rights against
Grantor and in and to the Trust Property, including, but not limited to, the
following actions, each of which may be pursued concurrently or otherwise, at
such time and in such manner as Beneficiary may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and
remedies of Beneficiary:

                    (i) Beneficiary may proceed as if all of the Trust Property
          were real property, or Beneficiary may elect to treat any of the Trust
          Property which consists of a right in action or which is property that
          can be severed from the Real Estate without causing structural damage
          thereto as if the same were personal property, and dispose of the same
          in accordance with the provisions of this Deed of Trust and applicable
          law which relate to the exercise of remedies with respect to that
          portion of the Trust Property which is personal property, separate and
          apart from the sale of real property.

                    (ii) Beneficiary may elect to direct the Trustee to sell all
          or any part of the Trust Property at public auction, for cash or
          credit, upon such terms as the Trustee shall deem appropriate to the
          extent such terms are consistent with Virginia law. The Trust Property
          (or such portions thereof as the Beneficiary may elect), may be sold
          in one or more sales as determined by the Beneficiary, and this


                                                                               8


          Deed of Trust shall survive all sales of portions of the Trust
          Property until all of the Trust Property has been sold. The parties
          intend that the Beneficiary and the Trustee shall be entitled to
          continue exercising any and all of their respective rights and
          remedies hereunder until all amounts due hereunder, under the Credit
          Agreement and any other Loan Documents have been paid in full. Any
          sale of all or part of the Trust Property may be held at or, to the
          extent permitted by Virginia law, away from the Trust Property. Before
          any sale at public auction is made, the Trustee shall first advertise
          the time, place and terms of such sale once a week for four (4)
          successive weeks in the legal notices section of a newspaper published
          or having a general circulation in the city or county in which the
          real estate is located. Such advertisements shall set forth all
          matters required by law. There shall also be given, at least fourteen
          (14) days prior to such sale, written notice of the time, place and
          terms of sale by certified or registered mail to the then owner of the
          Trust Property at its last known address, as such Owner and address
          appear on the records of the Beneficiary and to anyone else required
          by applicable law. The Beneficiary may become the purchaser of all or
          any portion of the Trust Property so sold and in lieu of paying cash
          therefor may make settlement for the purchase price by crediting the
          sales price against the obligations of the Grantor hereunder and under
          the Credit Agreement and any other Loan Documents. No purchaser shall
          be required to see the proper application of the purchase money. The
          Trustee shall apply the proceeds of any such sale in the order
          prescribed by law. The Trustee shall be entitled to reasonable
          compensation (in lieu of any statutory or other fixed fee) for their
          services in connection with any sale or attempted sale, and the amount
          of such compensation shall accrue interest at the interest rate set
          forth in the Credit Agreement, shall be evidenced by the Credit
          Agreement, shall be payable on demand and shall be secured by this
          Deed of Trust. The Trustee may elect to postpone any such sale of all
          or part of the Trust Property.

                    (iii) Beneficiary, or at the Beneficiary's request, the
          Trustee, may elect to enter the Trust Property and take possession
          thereof, and the Grantor agrees to surrender the Trust Property
          promptly upon demand. The Beneficiary, or at the Beneficiary's
          request, the Trustee, may (A) perform any of the covenants hereunder
          that the Beneficiary or the Trustee deem proper to protect the
          security hereof, (B) manage and operate the Trust Property or any part
          thereof directly or through agents, (C) make repairs and alterations
          and do anything else that the Beneficiary or the Trustee deem proper
          to protect the Trust Property, (D) sue for or otherwise collect any
          rents, including those past due and unpaid, deduct therefrom all costs
          of entry, collection, administration, management and attorneys, and
          apply the remainder, if any, to the payment of Grantor's obligations
          under the Loan Documents, and (E) take any other actions permitted by
          law. The exercise by the Beneficiary or the Trustee of this remedy
          shall not affect their right to maintain and continue any action
          theretofore instituted, or to bring any action thereafter, to enforce
          the payment and performance of the Grantor's obligations hereunder and
          under the Loan Documents. Neither shall the exercise of this remedy
          impose on the Trustee or the Beneficiary any obligation to perform any
          of the terms of any leases or any other agreement affecting the Trust
          Property. All costs incurred in the exercise of this remedy shall be
          evidenced by the Credit


                                                                               9


          Agreement and secured by this Deed of Trust, and shall be paid,
          together with interest at the interest rate set forth in the Credit
          Agreement, by the Grantor to the Beneficiary upon demand therefor.
          Neither the Beneficiary nor the Trustee shall in any way be liable for
          any act either of commission or omission in connection with the
          exercise of this remedy.

                    (iv) Beneficiary may, to the extent permitted by applicable
          law, (A) institute and maintain an action of judicial foreclosure
          against all or any part of the Trust Property, or (B) take such other
          action at law or in equity for the enforcement of this Deed of Trust
          or any of the Loan Documents as the law may allow. Beneficiary may
          proceed in any such action to final judgment and execution thereon for
          all sums due hereunder, together with interest thereon at the
          applicable Default Rate or a lesser amount if required by law and all
          costs of suit, including, without limitation, reasonable attorneys'
          fees and disbursements. To the fullest extent permitted by applicable
          law, interest at the Default Rate shall be due on any judgment
          obtained by Beneficiary hereunder from the date of judgment until
          actual payment is made of the full amount of the judgment.

                    (v) Beneficiary may personally, or by its agents, attorneys
          and employees and without regard to the adequacy or inadequacy of the
          Trust Property or any other collateral as security for the Obligations
          enter into and upon the Trust Property and each and every part thereof
          and exclude Grantor and its agents and employees therefrom without
          liability for trespass, damage or otherwise (Grantor hereby agreeing
          to surrender possession of the Trust Property to Beneficiary upon
          demand at any such time) and use, operate, manage, maintain and
          control the Trust Property and every part thereof. Following such
          entry and taking of possession, Beneficiary shall be entitled, without
          limitation, (x) to lease all or any part or parts of the Trust
          Property for such periods of time and upon such conditions as
          Beneficiary may, in its discretion, deem proper, (y) to enforce,
          cancel or modify any Lease subject to the rights of any existing
          tenants and (z) generally to execute, do and perform any other act,
          deed, matter or thing concerning the Trust Property as Beneficiary
          shall deem appropriate as fully as Grantor might do.

          (b) In each and every Event of Default, Trustee is authorized and
shall have the power and the duty, at the direction of Beneficiary, to proceed
by suit or suits at law or in equity or by any other appropriate remedy to
protect and enforce the rights of Beneficiary, whether for the specific
performance of any covenant or agreement contained herein or in aid of the
execution of any power herein granted, to enforce payment of the Obligations, to
foreclose this Deed of Trust, or to sell the Trust Property under the power of
sale granted hereunder as aforesaid.

          (c) Trustee may act hereunder and may sell and convey the Trust
Property under power granted by this instrument, although Trustee has been, may
now be, and may hereafter by an attorney or agent of the holder of the
Obligations or in respect to any matter or business whatsoever.


                                                                              10


          (d) In the event of any breach of any of the covenants, agreements,
terms or conditions contained in this Deed of Trust, Beneficiary shall be
entitled to enjoin such breach and obtain specific performance of any covenant,
agreement, term or condition and Beneficiary shall have the right to invoke any
equitable right or remedy as though other remedies were not provided for in this
Deed of Trust.

          (e) Upon completion of any sale or sales made by Trustee under or by
virtue of this Deed of Trust and upon satisfaction of any redemption period
required by law, Trustee shall execute and deliver to the purchaser or
purchasers at such sale or sales a good and sufficient instrument, or good and
sufficient instruments, conveying, assigning and transferring all estate, right,
and title and interest of Grantor in and to the property and rights sold. Any
such sale or sales made under the power of sale herein granted or under or by
virtue of judicial proceedings or of a judgment or decree of foreclosure and
sale, shall operate to divest all the estate, right, title, interest, claim and
demand whatsoever, whether at law or in equity, of Grantor in and to the
properties and rights to be sold, and shall be a perpetual bar both at law and
in equity, of Grantor and against any and all persons claiming or who may claim
the same, or any part thereof from through or under Grantor. The purchaser at
any foreclosure sale hereunder may disaffirm any easement granted or lease made
in violation of any provision of this Deed of Trust, and may take immediate
possession of the Trust Property free from, and despite the terms of, such grant
of easement or rental or lease agreement.

          (f) It is agreed that if an Event of Default shall occur and be
continuing, any and all proceeds of the Trust Property received by Beneficiary
shall be held by Beneficiary for the benefit of the Secured Parties as
collateral security for the Obligations (whether matured or unmatured), and
shall be applied in payment of the Obligations in the manner set forth in
Section 6.5 of the Guarantee and Collateral Agreement. Following any sale of the
Trust Property, or any part hereof, under the provisions of this instrument, all
persons and parties in possession of the property sold shall be divested of any
and all interest in and claim to the Trust Property, and shall be obligated to
immediately vacate the premises, and prior to such vacation shall be tenants at
sufferance of the purchaser of the property sold and shall be subject to
eviction in an action of forcible detainer; provided, the provisions of this
subparagraph shall be subject to any agreements made in writing by Beneficiary
with reference to any existing and/or future leases; provided, further, the
purchaser at any foreclosure sale shall have the option but not the obligation
to affirm any then existing leases or tenancies or otherwise succeed to the
rights of Grantor thereunder.

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


                                                                              11


     15. Appointment of Receiver. If an Event of Default shall have occurred and
be continuing, Beneficiary as a matter of right and without notice to Grantor,
unless otherwise required by applicable law, and without regard to the adequacy
or inadequacy of the Trust Property or any other collateral or the interest of
Grantor therein as security for the Obligations, shall have the right to apply
to any court having jurisdiction to appoint a receiver or receivers or other
manager of the Trust Property, without requiring the posting of a surety bond,
and without reference to the adequacy or inadequacy of the value of the Trust
Property or the solvency or insolvency of Grantor or any other party obligated
for payment of all or any part of the Obligations, and whether or not waste has
occurred with respect to the Trust Property, and Grantor hereby irrevocably
consents to such appointment and waives notice of any application therefor
(except as may be required by law). Any such receiver or receivers or manager
shall have all the usual powers and duties of receivers in like or similar cases
and all the powers and duties of Beneficiary in case of entry as provided in
this Deed of Trust, including, without limitation and to the extent permitted by
law, the right to enter into leases of all or any part of the Trust Property,
and shall continue as such and exercise all such powers until the date of
confirmation of sale of the Trust Property unless such receivership is sooner
terminated.

     16. Extension, Release, etc. (a) Without affecting the lien or charge of
this Deed of Trust upon any portion of the Trust Property not then or
theretofore released as security for the full amount of the Obligations,
Beneficiary may, from time to time and without notice, agree to (i) release any
person liable for the indebtedness borrowed or guaranteed under the Loan
Documents, (ii) extend the maturity or alter any of the terms of the
indebtedness borrowed or guaranteed under the Loan Documents or any other
guaranty thereof, (iii) grant other indulgences, (iv) release or reconvey, or
cause to be released or reconveyed at any time at Beneficiary's option any
parcel, portion or all of the Trust Property, (v) take or release any other or
additional security for any obligation herein mentioned, or (vi) make
compositions or other arrangements with debtors in relation thereto.

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

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

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


                                                                              12


     17. Security Agreement under Uniform Commercial Code; Fixture Filing. (a)
It is the intention of the parties hereto that this Deed of Trust shall
constitute a security agreement within the meaning of the Uniform Commercial
Code (the "Code") of the State in which the Trust Property is located. If an
Event of Default shall occur and be continuing, then in addition to having any
other right or remedy available at law or in equity, Beneficiary shall have the
option of either (i) proceeding under the Code and exercising such rights and
remedies as may be provided to a secured party by the Code with respect to all
or any portion of the Trust Property which is personal property (including,
without limitation, taking possession of and selling such property) or (ii)
treating such property as real property and proceeding with respect to both the
real and personal property constituting the Trust Property in accordance with
Beneficiary's rights, powers and remedies with respect to the real property (in
which event the default provisions of the Code shall not apply). If Beneficiary
shall elect to proceed under the Code, then ten (10) days' notice of sale of the
personal property shall be deemed reasonable notice and the reasonable expenses
of retaking, holding, preparing for sale, selling and the like incurred by
Beneficiary shall include, but not be limited to, attorneys' fees and legal
expenses. At Beneficiary's request, Grantor shall assemble the personal property
and make it available to Beneficiary at a place designated by Beneficiary which
is reasonably convenient to both parties.

          (b) Certain portions of the Trust Property are or will become
"fixtures" (as that term is defined in the Code) on the Land, and this Deed of
Trust, upon being filed for record in the real estate records of the county
wherein such fixtures are situated, shall operate also as a financing statement
filed as a fixture filing in accordance with the applicable provisions of said
Code upon such portions of the Trust Property that are or become fixtures. The
real property to which the fixtures relate is described in Exhibit A hereto. The
record owner of the real property described in Exhibit A hereto is Grantor. The
name, type of organization and jurisdiction of organization of the debtor for
purposes of this financing statement are the name, type of organization and
jurisdiction of organization of the Grantor set forth in the first paragraph of
this Deed of Trust, and the name of the secured party for purposes of this
financing statement is the name of the Beneficiary set forth in the first
paragraph of this Deed of Trust. The mailing address of the Grantor/debtor is
the address of the Grantor set forth in the first paragraph of this Deed of
Trust. The mailing address of the Beneficiary/secured party from which
information concerning the security interest hereunder may be obtained is the
address of the Beneficiary set forth in the first paragraph of this Deed of
Trust. Grantor's organizational identification number is 3833596.

     18. Assignment of Rents. (a) Grantor hereby assigns to Beneficiary the
Rents as further security for the payment of and performance of the Obligations,
and Grantor grants to Beneficiary the right to enter the Trust Property for the
purpose of collecting the same and to let the Trust Property or any part
thereof, and to apply the Rents on account of the Obligations. The foregoing
assignment and grant is present and absolute and shall continue in effect until
the Obligations are fully paid and performed, but Beneficiary hereby waives the
right to enter the Trust Property for the purpose of collecting the Rents, and
Grantor shall be entitled to collect, receive, use and retain the Rents until
Grantor's right to collect, receive, use and retain the Rents is revoked; such
right of Grantor may be revoked by Beneficiary upon the occurrence and during
the continuance of any Event of Default by giving not less than five days'
written notice of such revocation to Grantor; in the event such notice is given,
Grantor shall pay over to Beneficiary, or to any receiver appointed to collect
the Rents, any lease security deposits, and shall pay monthly in advance to
Beneficiary, or to any such receiver, the fair and reasonable rental value as
determined by Beneficiary for the use and occupancy of such part of the Trust
Property as may


                                                                              13


be in the possession of Grantor or any affiliate of Grantor, and upon default in
any such payment Grantor and any such affiliate will vacate and surrender the
possession of the Trust Property to Beneficiary or to such receiver, and in
default thereof may be evicted by summary proceedings or otherwise. Grantor
shall not accept prepayments of installments of Rent to become due for a period
of more than one month in advance (except for security deposits and estimated
payments of percentage rent, if any).

          (b) Grantor has not affirmatively done any act which would prevent
Beneficiary from, or limit Beneficiary in, acting under any of the provisions of
the foregoing assignment.

          (c) Except for any matter disclosed in the Credit Agreement, no action
has been brought or, so far as is known to Grantor, is threatened, which would
interfere in any way with the right of Grantor to execute the foregoing
assignment and perform all of Grantor's obligations contained in this Section
and in the Leases.

     19. Additional Rights. The holder of any subordinate lien or subordinate
deed of trust on the Trust Property shall have no right to terminate any Lease
whether or not such Lease is subordinate to this Deed of Trust nor shall Grantor
consent to any holder of any subordinate lien or subordinate deed of trust
joining any tenant under any Lease in any action to foreclose the lien or
modify, interfere with, disturb or terminate the rights of any tenant under any
Lease. By recordation of this Deed of Trust all subordinate lienholders and
beneficiaries under subordinate deeds of trust are subject to and notified of
this provision, and any action taken by any such lienholder or beneficiary
contrary to this provision shall be null and void. Any such application shall
not be construed to cure or waive any Default or Event of Default or invalidate
any act taken by Beneficiary on account of such Default or Event of Default.

     20. Notices. All notices, requests and demands to or upon the Beneficiary
or the Grantor hereunder shall be effected in the manner provided for in Section
10.2 of the Credit Agreement; provided that any such notice, request or demand
to or upon Grantor shall be addressed to Grantor at its address set forth above.

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

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


                                                                              14

constituting interest in excess of the maximum rate permitted by law to be
charged by Beneficiary.

     23. Grantor's Waiver of Rights. (a) Grantor hereby voluntarily and
knowingly releases and waives any and all rights to retain possession of the
Trust Property after the occurrence of an Event of Default and any and all
rights of redemption from sale under any order or decree of foreclosure (whether
full or partial), pursuant to rights, if any, therein granted, as allowed under
any applicable law, on its own behalf, on behalf of all persons claiming or
having an interest (direct or indirectly) by, through or under each constituent
of Grantor and on behalf of each and every person acquiring any interest in the
Trust Property subsequent to the date hereof, it being the intent hereof that
any and all such rights or redemption of each constituent of Grantor and all
such other persons are and shall be deemed to be hereby waived to the fullest
extent permitted by applicable law or replacement statute. Each constituent of
Grantor shall not invoke or utilize any such law or laws or otherwise hinder,
delay, or impede the execution of any right, power, or remedy herein or
otherwise granted or delegated to Beneficiary, but shall permit the execution of
every such right, power, and remedy as though no such law or laws had been made
or enacted.

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

     24. Remedies Not Exclusive. Beneficiary and Trustee shall be entitled to
enforce payment and performance of the Obligations and to exercise all rights
and powers under this Deed of Trust or under any of the other Loan Documents or
other agreement or any laws now or hereafter in force, notwithstanding some or
all of the Obligations may now or hereafter be otherwise secured, whether by
deed of trust, mortgage, security agreement, pledge, lien, assignment or
otherwise. Neither the acceptance of this Deed of Trust nor its enforcement,
shall prejudice or in any manner affect Beneficiary's or Trustee's right to
realize upon or enforce any other security now or hereafter held by Beneficiary
and Trustee, it being agreed that Beneficiary and Trustee shall be entitled to
enforce this Deed of Trust and any other security now or hereafter held by
Beneficiary or Trustee in such order and manner as Beneficiary may determine in
its absolute discretion. No remedy herein conferred upon or reserved to
Beneficiary or Trustee is intended to be exclusive of any other remedy herein or
by law provided or permitted, but each shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute. Every power or remedy given by any


                                                                              15


of the Loan Documents to Beneficiary or Trustee or to which either may otherwise
be entitled, may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by Beneficiary or Trustee as the case
may be. In no event shall Beneficiary or Trustee, in the exercise of the
remedies provided in this Deed of Trust (including, without limitation, in
connection with the assignment of Rents to Beneficiary, or the appointment of a
receiver and the entry of such receiver on to all or any part of the Trust
Property), be deemed a "mortgagee in possession," and neither Beneficiary nor
Trustee shall in any way be made liable for any act, either of commission or
omission, in connection with the exercise of such remedies.

     25. Multiple Security. If (a) the Premises shall consist of one or more
parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Deed of Trust, Beneficiary shall now or
hereafter hold or be the beneficiary of one or more additional mortgages, liens,
deeds of trust or other security (directly or indirectly) for the Obligations
upon other property in the State in which the Premises are located (whether or
not such property is owned by Grantor or by others) or (c) both the
circumstances described in clauses (a) and (b) shall be true, then to the
fullest extent permitted by law, Beneficiary may, at its election, commence or
consolidate in a single trustee's sale or foreclosure action all trustee's sale
or foreclosure proceedings against all such collateral securing the Obligations
(including the Trust Property), which action may be brought or consolidated in
the courts of, or sale conducted in, any county in which any of such collateral
is located. Grantor acknowledges that the right to maintain a consolidated
trustee's sale or foreclosure action is a specific inducement to the Lenders to
extend the indebtedness borrowed pursuant to or guaranteed by the Loan
Documents, and Grantor expressly and irrevocably waives any objections to the
commencement or consolidation of the foreclosure proceedings in a single action
and any objections to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have. Grantor further agrees that if
Trustee or Beneficiary shall be prosecuting one or more foreclosure or other
proceedings against a portion of the Trust Property or against any collateral
other than the Trust Property, which collateral directly or indirectly secures
the Obligations, or if Beneficiary shall have obtained a judgment of foreclosure
and sale or similar judgment against such collateral (or, in the case of a
trustee's sale, shall have met the statutory requirements therefore with respect
to such collateral), then, whether or not such proceedings are being maintained
or judgments were obtained in or outside the State in which the Premises are
located, Beneficiary may commence or continue any trustee's sale or foreclosure
proceedings and exercise its other remedies granted in this Deed of Trust
against all or any part of the Trust Property and Grantor waives any objections
to the commencement or continuation of a foreclosure of this Deed of Trust or
exercise of any other remedies hereunder based on such other proceedings or
judgments, and waives any right to seek to dismiss, stay, remove, transfer or
consolidate either any action under this Deed of Trust or such other proceedings
on such basis. Neither the commencement nor continuation of proceedings to sell
the Trust Property in a trustee's sale, to foreclose this Deed of Trust, nor the
exercise of any other rights hereunder nor the recovery of any judgment by
Beneficiary in any such proceedings or the occurrence of any sale by the Trustee
in any such proceedings shall prejudice, limit or preclude Beneficiary's right
to commence or continue one or more foreclosure or other proceedings or obtain a
judgment against (or, in the case of a trustee's sale, to meet the statutory
requirements for, any such sale of) any other collateral (either in or outside
the State in which the Premises are located) which directly or indirectly
secures the Obligations, and Grantor expressly waives any objections to the
commencement of, continuation of, or entry of a judgment in such other sales or
proceedings or exercise of any remedies in such sales or proceedings based upon
any action or judgment


                                                                              16


connected to this Deed of Trust, and Grantor also waives any right to seek to
dismiss, stay, remove, transfer or consolidate either such other sales or
proceedings or any sale or action under this Deed of Trust on such basis. It is
expressly understood and agreed that to the fullest extent permitted by law,
Beneficiary may, at its election, cause the sale of all collateral which is the
subject of a single trustee's sale or foreclosure action at either a single sale
or at multiple sales conducted simultaneously and take such other measures as
are appropriate in order to effect the agreement of the parties to dispose of
and administer all collateral securing the Obligations (directly or indirectly)
in the most economical and least time-consuming manner.

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

     27. No Waivers, etc. Any failure by Beneficiary to insist upon the strict
performance by Grantor of any of the terms and provisions of this Deed of Trust
shall not be deemed to be a waiver of any of the terms and provisions hereof,
and Beneficiary or Trustee, notwithstanding any such failure, shall have the
right thereafter to insist upon the strict performance by Grantor of any and all
of the terms and provisions of this Deed of Trust to be performed by Grantor.
Beneficiary may release, regardless of consideration and without the necessity
for any notice to or consent by the beneficiary of any subordinate deed of trust
or the holder of any subordinate lien on the Trust Property, any part of the
security held for the obligations secured by this Deed of Trust without, as to
the remainder of the security, in any way impairing or affecting the lien of
this Deed of Trust or the priority of this Deed of Trust over any subordinate
lien or deed of trust.

     28. Governing Law, etc. This Deed of Trust shall be governed by and
construed and interpreted in accordance with the laws of the State in which the
Trust Property is located, except that Grantor expressly acknowledges that by
their respective terms the Credit Agreement and the Guarantee and Collateral
Agreement shall be governed and construed in accordance with the laws of the
State of New York, and for purposes of consistency, Grantor agrees that in any
in personam proceeding related to this Deed of Trust the rights of the parties
to this Deed of Trust shall also be governed by and construed in accordance with
the laws of the State of New York governing contracts made and to be performed
in that State.

     29. Certain Definitions. Unless the context clearly indicates a contrary
intent or unless otherwise specifically provided herein, words used in this Deed
of Trust shall be used interchangeably in singular or plural form and the word
"Grantor" shall mean "each Grantor or any subsequent owner or owners of the
Trust Property or any part thereof or interest therein," the


                                                                              17


word "Beneficiary" shall mean "Beneficiary or any successor agent for the
Lenders," the word "Trustee" shall mean "Trustee or any successor Trustee," the
word "person" shall include any individual, corporation, partnership, limited
liability company, trust, unincorporated association, government, governmental
authority, or other entity, and the words "Trust Property" shall include any
portion of the Trust Property or interest therein. Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural and vice versa. The captions in this Deed of Trust are for
convenience or reference only and in no way limit or amplify the provisions
hereof.

     30. Duty of Beneficiary; Authority of Beneficiary. (a) The Beneficiary's
sole duty with respect to the custody, safekeeping and physical preservation of
the Trust Property which is in its possession, or otherwise, shall be to deal
with it in the same manner as the Beneficiary deals with similar property for
its own account. Neither the Beneficiary, any Secured Party nor any of their
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Trust Property or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Trust Property upon the request of Grantor or any other Person or to take any
other action whatsoever with regard to the Trust Property or any part thereof.
The powers conferred on the Beneficiary and the Secured Parties hereunder are
solely to protect the Beneficiary's and the Secured Parties' interests in the
Trust Property and shall not impose any duty upon the Beneficiary or any Secured
Party to exercise any such powers. The Beneficiary and the Secured Parties shall
be accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to Grantor for any act or failure to
act hereunder, except for their own gross negligence or willful misconduct.

          (b) Grantor acknowledges that the rights and responsibilities of the
Beneficiary under this Deed of Trust with respect to any action taken by the
Beneficiary or the exercise or non-exercise by the Beneficiary of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Deed of Trust shall, as between the Beneficiary
and the Secured Parties, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Beneficiary and Grantor, the Beneficiary shall be conclusively
presumed to be acting as agent for the Secured Parties with full and valid
authority so to act or refrain from acting, and Grantor shall be under no
obligation, or entitlement, to make any inquiry respecting such authority.

     31. Last Dollars Secured; Priority. To the extent that this Deed of Trust
secures only a portion of the indebtedness owing or which may become owing by
Grantor to the Secured Parties, the parties agree that any payments or
repayments of such indebtedness shall be and be deemed to be applied first to
the portion of the indebtedness that is not secured hereby, it being the
parties' intent that the portion of the indebtedness last remaining unpaid shall
be secured hereby. If at any time this Deed of Trust shall secure less than all
of the principal amount of the Obligations, it is expressly agreed that any
repayments of the principal amount of the Obligations shall not reduce the
amount of the lien of this Deed of Trust until the lien amount shall equal the
principal amount of the Obligations outstanding.


                                                                              18


     32. Enforcement Expenses; Indemnification. (a) Grantor agrees to pay, or
reimburse each Secured Party and the Beneficiary for, all its costs and expenses
incurred in collecting against Grantor or otherwise enforcing or preserving any
rights under this Deed of Trust, including, without limitation, the fees and
disbursements of counsel to each Secured Party and of counsel to the
Beneficiary.

          (b) Grantor agrees to pay, and to save the Beneficiary and the Secured
Parties harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Trust
Property or in connection with any of the transactions contemplated by this Deed
of Trust.

          (c) Grantor agrees to pay, and to save the Beneficiary and the Secured
Parties harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Deed of Trust to the extent the Borrower
would be required to do so pursuant to Section 10.5 of the Credit Agreement.

          (d) The agreements in this Section shall survive repayment of the
Obligations and all other amounts payable.

     33. Release. If any of the Trust Property shall be sold, transferred or
otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement and the Net Cash Proceeds are delivered to Beneficiary in accordance
with the terms of the Credit Agreement, then the Beneficiary, at the request and
sole expense of such Grantor, shall execute and deliver to such Grantor all
releases, certificates of satisfaction, or other documents reasonably necessary
or desirable for the release of the Liens created hereby on such Trust Property.
The Grantor shall deliver to the Beneficiary, at least five Business Days prior
to the date of the proposed release, a written request for release identifying
the sale or other disposition in reasonable detail, including the price thereof
and any expenses in connection therewith, together with a certification by the
Grantor stating that such transaction is in compliance with, and permitted by,
the Credit Agreement and the other Loan Documents. No consent of any Qualified
Counterparty shall be required for any release of all or any portion of the
Trust Property pursuant to this Section.

     34. Incorporation By Reference. This Deed of Trust is made under and
pursuant to the provisions of the Code of Virginia, Sections 55-59, 55-60, 26-49
and 55-58.2, as amended, and shall be construed to impose and confer upon the
parties hereto and Beneficiary all the rights, duties, and obligations
prescribed by said Sections 55-59, 55-60, and 55-58.2, as amended, except as
herein otherwise restricted, expanded or changed, including without limitation
the following rights, duties and obligations described in short form:

          (a) All exemptions are hereby waived.

          (b) Subject to all on default, provided Beneficiary may exercise its
remedies under the Loan Documents, at law, in equity, by statute or otherwise.

          (c) Renewal, extension, or reinstatement permitted.



                                                                              19


          (d) Substitution of trustees collectively or of any of them
individually by the beneficiary is permitted for any reason whatsoever, and any
number of times without exhaustion of the right to do so.

          (e) Any trustee may act.

          (f) The trustee may require a deposit in the amount of Two Percent
(2%) of the unpaid principal indebtedness then secured hereby or Fifty Thousand
Dollars ($50,000.00), whichever is greater, to accompany each bid at foreclosure
sale or sale in lieu thereof.

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

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

     37. Trustee's Powers and Liabilities. (a) Trustee, by acceptance hereof,
covenants faithfully to perform and fulfill the trusts herein created, being
liable, however, only for gross negligence or willful misconduct, and hereby
waives any statutory fee and agrees to accept reasonable compensation, in lieu
thereof, for any services rendered by Trustee in accordance with the terms
hereof.

          (b) Trustee may resign at any time upon giving thirty (30) days'
notice in writing to Grantor and to Beneficiary.

          (c) Beneficiary may remove, with or without cause, Trustee at any time
or from time to time and appoint a substitute trustee. In the event of the
death, removal, resignation, disability, inability to act of Trustee, or absence
from the Commonwealth of Virginia of Trustee, or in its sole discretion for any
reason whatsoever, Beneficiary may, without notice and without specifying any
reason therefor, and without applying to any court, select and appoint a
substitute trustee, and all powers, rights, duties and authority of the former
Trustee, shall thereupon become vested in such successor. Such substitute
trustee shall not be required to give bond for the faithful performance of these
duties unless required by Beneficiary. Such substitute trustee shall be
appointed by written instrument duly recorded in the jurisdiction where the Real
Estate is located, which appointment may be executed by any authorized agent of
Beneficiary and if Beneficiary is a real estate investment trust or corporation
and such appointment be executed in its behalf by any officer of such real
estate investment trust or 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 Trustees or Board of Directors or any
superior officer of the real estate investment trust or corporation. Grantor
hereby ratifies and confirms any and all acts which the herein-named Trustee, or
his successor or successors in this trust, shall do lawfully by virtue hereof.
Grantor hereby agrees, on behalf of itself and of its heirs, executors,
administrators and assigns, that the recitals contained in any deed or deeds



                                                                              20

executed in due form by any Trustee or substitute trustee, acting under the
provisions of this instrument, shall be prima facie evidence of the facts
recited, and that it shall not be necessary to prove in any court, otherwise
than by such recitals, the existence of the facts essential to authorize the
execution and delivery of such deeds or deeds and the passing of title thereby.

          (d) Trustee shall not be required to see that this Deed of Trust is
recorded, nor be liable for its validity or its priority as a first deed of
trust lien, or otherwise, nor shall Trustee be answerable or responsible for
performance or observance of the covenants and agreements imposed upon Grantor
or Beneficiary, by this Deed of Trust or any other agreement. Trustee, as well
as Beneficiary, shall have authority in their respective discretion to employ
agents and attorneys in the execution of this Deed of Trust and to protect the
interest of the Beneficiary hereunder, and to the extent permitted by law they
shall be compensated and all expenses relating to the employment of such agents
and/or attorneys, including expenses of litigation, shall be paid out of the
proceeds of the sale of the Trust Property conveyed hereby should a sale be had,
but if no such sale be had, all sums so paid out shall be recoverable to the
extent permitted by law by all remedies at law or in equity by which the
indebtedness hereby secured may be recovered.

          (e) Except for gross negligence or willful misconduct, Trustee shall
not be liable for any act or omission or error of judgment. Trustee may rely on
any document believed by him in good faith to be genuine. All money received by
Trustee shall, until used or applied as herein provided, be held in trust, and
Trustee shall not be liable for interest thereon. Grantor shall indemnify
Trustee against all liability and expenses that he may incur in the performance
of his duties hereunder except for gross negligence or willful misconduct.

     38. Business or Commercial Purpose. Grantor warrants that the extensions of
credit evidenced by the Credit Agreement are solely for business or commercial
purposes, other than agricultural purposes.






     This Deed of Trust has been duly executed by Grantor as of the date fist
above written and is intended to be effective as of such date.


                                           MAFCO WORLDWIDE CORPORATION


                                           By:   /s/ Stephen G. Taub
                                                 -------------------------------
                                                 Name:  Stephen G. Taub
                                                 Title: President






State of New Jersey )
                        ) ss.
County of Camden    )

                  On this 6th day of December in the year 2005 before me,
Kathleen L. Pierman, a Notary Public of said State, duly commissioned and sworn,
personally appeared Stephen G. Taub, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed the within
instrument as president (or secretary) or on behalf of the corporation therein
and acknowledged to me that such corporation executed the same.

                  In Witness Whereof, I have hereunto set my hand and affixed by
official seal the day and year in this certificate first above written.

                                                      /s/ Kathleen L. Pierman
                                                     --------------------------
                                                       Notary Public #2209175

                                                          [Notarial Stamp]


                                                         KATHLEEN L. PIERMAN
                                                     NOTARY PUBLIC OF NEW JERSEY
                                                    Commission Expires 1/27/2008




                                   Schedule A
                                   ----------

                             Description of the Land
                             -----------------------

ALL that certain lot, piece or parcel of land, with the improvements thereon and
the appurtenances thereto belonging, lying and being in the City of Richmond,
Virginia, known and designated as "Parcel A" of Tract "K-1", containing 3.273
acres, more or less, as shown and described on that certain plat of survey
prepared by Austin Brockenbrough and Associates, Consulting Engineers, entitled
"PLAT SHOWING 2 PARCELS OF LAND LOCATED ON THE WESTERN LINE OF WILLIAMSBURG
AVENUE (RELOCATED) IN THE CITY OF RICHMOND, VIRGINIA", dated January 17, 1990,
last revised June 25, 1990, a copy of which is recorded July 2, 1990, in the
Clerk's Office, Circuit Court, City of Richmond, Virginia, in Plat Book 41, page
29, and to which plat reference is hereby made for a more particular description
of the property.

BEING the same property conveyed to MAFCO WORLDWIDE CORPORATION, a Delaware
corporation, by Deed of Assumption from PNEUMO ABEX CORPORATION, D/B/A MAFCO
WORLDWIDE CORP., a Delaware corporation, dated October 28, 2004 and recorded
November 12, 2004, in the Clerk's Office, Circuit Court, City of Richmond,
Virginia in Instrument No. 04-037804. BEING the same property conveyed to PNEUMO
ABEX CORPORATION, D/B/A MAFCO WORLDWIDE CORP., a Delaware corporation, by deed
from Fulton Bottom Associates, L.P., a Virginia limited partnership, dated May
29, 1998 and recorded May 28, 1998, in the aforesaid Clerk's Instrument No.
98-13591.`