EXHIBIT 10.14
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Recorded at the request of:

First American Title Insurance

When recorded mail to:

First American Title
Attn:  Colleen Conley
4801 E. Washington
Phoenix, AZ  85034

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CAPTION HEADING: DEED OF TRUST,
ASSIGNMENT OF RENTS,SECURITY AGREEMENT,
AND FIXTURE FILING





DO NOT REMOVE




                     THIS IS A PART OF THE OFFICIAL DOCUMENT
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When recorded, return to

First American Title Insurance Company
Attention:  ________________
P.O. Box 2922
Phoenix, Arizona 85062


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

         This Deed of Trust, Assignment of Rents, Security Agreement, and
Fixture Filing (hereinafter called "Deed of Trust") is made as of the ___ day of
October, 2003, by and among PRESSTEK, INC., a Delaware corporation, with an
address at 7775 North Casa Grande Highway, Marana, Arizona 85743, (hereinafter
called "Trustor"), FIRST AMERICAN TITLE INSURANCE COMPANY, a California
corporation, whose mailing address is Post Office Box2922, Phoenix, Arizona
85062 (when referred to in such capacity hereinafter called "Trustee,") and
CITIZENS BANK NEW HAMPSHIRE, a New Hampshire guaranty savings bank, whose
address is 875 Elm Street, Manchester, New Hampshire 03101, Attention: Timothy
J. Whitaker, Vice President, (when referred to in such capacity hereinafter
called "Beneficiary") for itself and acting as agent under the terms of that
certain Credit Agreement dated as of even date herewith (as it may be amended
from time to time, the "Credit Agreement") by and among the Trustor, as
"Borrower", Lasertel, Inc., as "Guarantor", the Beneficiary, and the banks that
are parties thereto as Lenders from time to time (the "Lenders").

WITNESSETH:

SECTION 1.  GRANTING CLAUSE; WARRANTY OF TITLE

            1.1   Trustor hereby irrevocably grants, transfers, and assigns to
Trustee, in trust, with power of sale, all of Trustor's present and future
estate, right, title and interest in and to that real property and all buildings
and other improvements now thereon or hereafter constructed thereon (the
"Premises"), in the County of Pima, State of Arizona, described on Exhibit "A"
attached hereto and by this reference made a part hereof, together with all of
the following which, with the Premises (except where the context otherwise
requires), are hereinafter collectively called the "Trust Property":

                  (a) All appurtenances in and to the Premises;

                  (b) All water and water rights, ditches and ditch rights,
reservoir and reservoir rights, stock or interests in irrigation or ditch
companies, minerals, oil and gas rights, royalties, lease or leasehold interests

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owned by Trustor, now or hereafter used or useful in connection wills,
appurtenant to or related to the Premises;

                  (c) All right, title and interest of Trustor now owned or
hereafter acquired in and to all streets, roads, alleys and public places, and
all easements and rights of way, public or private, now or hereafter used in
connection with the Premises;

                  (d) All machinery, equipment, fixtures and materials now or at
any time attached to the Premises together with all processing, manufacturing
and service equipment and other personal property now or at any time hereafter
located on or appurtenant to the Premises and used in connection with the
management and operation thereof;

                  (e) Any licenses, contracts, permits and agreements required
or used in connection with the ownership, operation or maintenance of the
Premises;

                  (f) Any and all insurance proceeds, and any and all awards,
including interest, previously and hereafter made to Trustor for taking by
eminent domain of the whole or any part of the Premises or any easements
therein;

                  (g) Subject to the rights of Beneficiary under Section 3
hereof, all existing and future leases, subleases, licenses and other agreements
for the use and occupancy of all or any portion of the Premises and all income,
receipts, revenues, rents, issues and profits arising from the use or enjoyment
of all or any portion of the Premises,

            1.2   Trustor warrants that it is well and truly seized of a good
and marketable title in fee simple to the Premises, that it is the lawful owner
of the rest of the Trust Property, and that, except for those matters
specifically described on Exhibit "B" attached hereto and by this reference made
a part hereof (hereinafter called the "Permitted Exceptions"), the title to all
the Trust Property is clear, free and unencumbered; Trustor shall forever
warrant and defend the same unto Beneficiary, its successors and assigns,
against all claims whatsoever.

          TRUSTOR FURTHER REPRESENTS, WARRANTS, COVENANTS AND AGREES AS FOLLOWS:

SECTION 2.  OBLIGATION SECURED

          This Deed of Trust is given for the purpose of securing, in such order
of priority as Beneficiary may elect:

            2.1   Payment of the sum of FIFTY MILLION DOLLARS ($50,000,000.00),
with interest thereon, extension, yield maintenance, and other fees, late
charges, prepayment premiums, reimbursement obligations, and attorneys' fees,
according to the terms of those certain Notes of near or even date herewith,
made by the Trustor, payable to the order of the Lenders, and all extensions,
modifications, renewals or replacements thereof (hereinafter collectively called
the "Notes").


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            2.2   Payment, performance and observance by Trustor of each
covenant, condition, provision and agreement contained herein and of all monies
expended or advanced by Beneficiary pursuant to the terms hereof, or to preserve
any right of Beneficiary hereunder, or to protect or preserve the Trust Property
or any part thereof; and

            2.3   Payment, performance and observance by Trustor of each
covenant, condition, provision and agreement arising under the Credit Agreement
to Beneficiary and the Lenders, and the other Loan Documents, and in any other
document or instrument related to the indebtedness hereby secured and of all
monies expended or advanced by Beneficiary pursuant to the terms thereof or to
preserve any right of Beneficiary thereunder.

All of the indebtedness and obligations secured by this Deed of Trust are
hereinafter collectively called the "Obligation." All capitalized terms not
otherwise defined herein shall have the meanings described to them in the Credit
Agreement.

SECTION 3.  LEASES; ASSIGNMENT OF RENTS AND LEASES

            3.1   To facilitate payment and performance of the Obligation,
Trustor hereby absolutely transfers and assigns to Beneficiary all right, title
and interest of Trustor in and to (i) all existing and future leases, subleases,
licenses and other agreements for the use and occupancy of all or any part of
the Trust Property, whether written or oral and whether for a definite term or
month to month, including but not limited to those described on Exhibit "C"
attached hereto and by this reference made a part hereof, together with all
guarantees of the lessee's obligations thereunder and together with all
extensions, modifications and renewals thereof (hereinafter called the
"Leases"), and (ii) all income, receipts, revenues, rents, issues and profits
now or hereafter arising from or out of the Leases or front or out of the Trust
Property or any part thereof, including, without limitation room rents, minimum
rents, additional rents, percentage rents, parking, and maintenance charges and
fees, tax and insurance contributions, proceeds of the sale of utilities and
services, cancellation premiums, claims for damages arising from any breach of
the Leases, proceeds from any sale or other disposition of all or any portion of
the Trust Property, and all other benefits arising from the use or enjoyment of,
or the lease, sale or other disposition of, all or any portion of the Trust
Property, together with the immediate and continuing right to receive all of the
foregoing (hereinafter called the "Rents"). In furtherance of this Assignment
and not in lieu hereof, Beneficiary may require a separate assignment of rents
and leases and/or separate specific assignments of rents and leases covering one
or more of the Leases; the terms of all such assignments are incorporated herein
by reference.

            3.2   Trustor hereby authorizes and directs the lessees and tenants
under the Leases that, upon written notice from Beneficiary, all Rents shall be
paid directly to Beneficiary as they become due. Trustor hereby relieves the
Lessees and tenants from any liability to Trustor by reason of the payment of
the Rents to Beneficiary. Nevertheless, Trustor shall be entitled to collect the
Rents until Beneficiary notifies the lessees and tenants in writing to pay the
Rents to Beneficiary. Beneficiary is hereby authorized to give such notification
upon the occurrence of an Event of Default and at any time thereafter while such


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Event of Default is continuing. Receipt and application of the Rents by
Beneficiary shall not constitute a waiver of any right of Beneficiary under this
Deed of Trust or applicable law, shall not cure any Event of Default hereunder,
and shall not invalidate or affect any act done in connection with such Event of
Default, including without limitation, any trustee's sale or foreclosure
proceeding.

            3.3   All Rents collected by Trustor shall be applied in the
following manner:

                  First, to the payment of all taxes and lien assessments levied
against the Trust Property, where provision for paying such is not otherwise
made;

                  Second, to the payment of ground rents (if any) payable with
respect to the Trust Property;

                  Third, to the payment of any amounts due and owing under the
Obligation;

                  Fourth, to the payment of current operating costs and expenses
(including repairs, maintenance and necessary acquisitions of property and
expenditures for capital improvements) arising in connection with the Trust
Property;

                  Fifth, to Trustor or its designee.

All Rents collected by Beneficiary may be applied to the items above listed in
any manner that Beneficiary deems advisable and without regard to the
aforestated priorities.

            3.4   Trustor represents and warrants that: (i) the Leases are in
force and effect and have not been modified or amended: (ii) the Rents have not
been waived, discounted, compromised, setoff or paid more than one month in
advance; (iii) there are no other assignments, transfers, pledges or
encumbrances of any Leases or Rents, and (iv) neither Trustor nor the lessees
and tenants are in default under the Leases

            3.5   Trustor shall (i) fulfill or perform each and every term,
covenant and provision of the Leases to be fulfilled or performed by the lessor
thereunder; (ii) give prompt notice to Beneficiary of any notice received by
Trustor of default thereunder or of any alleged default or failure of
performance that could become a default thereunder, together with a complete
copy of any such notice; and (iii) enforce, short of termination thereof, the
performance or observance of each and every term, covenant and provision of each
Lease to be performed or observed by the lessees and tenants thereunder.

            3.6   Trustor, without the prior written consent of Beneficiary,
shall not: (i) cancel, modify or alter, or accept the surrender of, any Lease,
(ii) assign, transfer, pledge or encumber, the whole or any part of' the Leases
and Rents to anyone other than Beneficiary, (iii) accept any Rents more than one
month in advance of the accrual thereof; (iv) do or permit anything to be done,
the doing of which, or omit or refrain from doing anything, the omission of
which, could be a breach or default under the terms of any Lease or a basis for
termination thereof; or (v) enter in to any new tenant leases.

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            3.7   Beneficiary does not assume and shall not be liable for any
obligations of the lessor under any of the Leases and all such obligations shall
continue to rest upon Trustor as though this assignment had not been made.
Beneficiary shall not be liable for the failure or inability to collect any
Rents.

            3.8   Neither the Assignment of Rents and Leases contained herein or
in any separate assignment nor the exercise by Beneficiary of any of its rights
or remedies thereunder or in connection therewith, prior to Beneficiary
obtaining actual possession of the Trust Property as provided in Paragraph 8.2
hereof, shall constitute Beneficiary a "mortgagee in possession" or otherwise
make Beneficiary responsible or liable in any manner with respect to the Trust
Property or the occupancy, operation or use thereof. In the event Beneficiary
obtains actual possession of the Trust Property as provided in Paragraph 8.2
hereof, Beneficiary shall have the rights, and Beneficiary's liability shall be
limited, as provided in that Paragraph.

SECTION 4.  SECURITY AGREEMENT

            4.1   This Deed of Trust shall cover, and the Trust Property shall
include, all property now or hereafter affixed or attached to or incorporated
upon the Premises, which, to the fullest extent permitted by law, shall be
deemed fixtures and a part of the Premises. To the extent any of the Trust
Property consists of rights in action or personal property covered by the
Uniform Commercial Code, this Deed of Trust shall also constitute a security
agreement, and Trustor hereby grants to Beneficiary, as secured party, a
security interest in all of the property described below in, to, or under which
adjustor now has or hereafter acquires any right, title or interest, whether
present, future, or contingent: all equipment, inventory, accounts, general
intangibles, instruments, documents, and chattel paper, as those terms are
defined in the Uniform Commercial Code, and all other personal property of any
kind (including without limitation money and rights to the payment of money),
whether now existing or hereafter created, that are now or at any time hereafter
(i) in the possession or control of Beneficiary in any capacity; (ii) erected
upon, attached to, or appurtenant to, the Premises; (iii) located or used on the
Premises or identified for use on the Premises (whether stored on the Premises
or elsewhere); or (iv) used in connection with, arising from, related to, or
associated with the Premises or any of the personal property described herein,
the construction of any improvements on the Premises, the ownership,
development, maintenance, leasing, management, or operation of the Premises, the
use or enjoyment of the Premises, or the operation of any business conducted on
the Premises; including without limitation all such property more particularly
described as follows:

                  (a) Buildings, structures and improvements, and building
materials, fixtures and equipment to be incorporated into any buildings,
structures or improvements;

                  (b) Goods, materials, supplies, fixtures, equipment,
machinery, furniture and furnishings, including without limitation, all such
items used for (i) generation, storage or transmission of air, water, heat,
steam, electricity, light, fuel, refrigeration or sound; (ii) ventilation,
air-conditioning, heating, refrigeration, fire prevention and protection,
sanitation, drainage, cleaning, transportation, communications, maintenance or

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recreation; (iii) removal of dust, refuse, garbage or snow; (iv) transmission,
storage, processing or retrieval of information; and (v) floor, wall, ceiling
and window coverings and decorations;

                  (c) income, receipts, revenues, rents, issues and profits,
including without limitation, room rents, minimum rents, additional rents,
percentage rents, parking and maintenance charges and fees, tax and insurance
contributions, proceeds of the sale of utilities and services, cancellation
premiums, and claims for damages arising from the breach of any leases;

                  (d) Water and water rights, ditches and ditch rights,
reservoirs and reservoir rights, stock or interest in irrigation or ditch
companies, minerals, oil and gas rights, royalties, and lease or leasehold
interests;

                  (e) Plans and specifications prepared for the construction of
any improvements, including without limitation, all studies, estimates, data,
and drawings;

                  (f) Documents, instruments and agreements relating to, or in
any way connected with, the operation, control or development of the Premises,
including without limitation, any declaration of covenants, conditions and
restrictions and any articles of incorporation, bylaws and other membership
documents of any property owners association or similar group;

                  (g) Claims and causes of action, legal and equitable, in any
form whether arising in contract or in tort, and awards, payments and proceeds
due or to become due, including without limitation those arising on account of
any loss of, damage to, taking of, or diminution in value of, all or any part of
the Premises or any personal property described herein;

                  (h) Sales agreements, escrow agreements, deposit receipts, and
other documents and agreements for the sale or other disposition of all or any
part of the Premises or any of the personal property described herein, and
deposits, proceeds and benefits arising from the sale or other disposition of
all or any part of the Premises or any of the personal property described
herein;

                  (i) Policies or certificates of insurance, contracts,
agreements or rights of indemnification, guaranty or surety, and awards, loss
payments, proceeds, and premium refunds that may be payable with respect to such
policies, certificates, contracts, agreements or rights;

                  (j) Contracts, agreements, permits, licenses, authorizations
and certificates, including without limitation all architectural contracts,
construction contracts, management contracts, service contracts, maintenance
contracts, franchise agreements, license agreements, building permits and
operating licenses;

                  (k) Refunds and deposits due or to become due from any utility
companies or governmental agencies;


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                  (l) Replacements and substitutions for, modifications of, and
supplements, accessions, addenda and additions to, all of the personal property
described herein;

                  (m) Books, records, correspondence, files and electronic
media, and all information stored therein;

together with all products and proceeds of all of the foregoing, in any form,
including all proceeds received, due or to become due from any sale, exchange or
other disposition thereof, whether such proceeds are cash or non-cash in nature,
and whether represented by checks, drafts, notes or other instruments for the
payment of money. The personal property described or referred to in this
Paragraph 4.1 is hereinafter called the "Personal Property, " The security
interests granted in this Paragraph 4.1 are hereinafter severally and
collectively called the "Security Interest."

            4.2   The Security Interest shall be self-operative with respect to
the Personal Properly, but Trustor shall execute and deliver on demand such
additional security agreements, financing statements and other instruments as
may be requested in order to impose the Security Interest more specifically upon
the Personal Property. The Security Interest, at all times, shall be prior to
any other interests in the Personal Property except any lien or security
interest granted in connection with any Permitted Exception. Trustor shall act
and perform as necessary and shall execute and file all security agreements,
financing statements, continuation statements and other documents requested by
Beneficiary to establish, maintain and continue the perfected Security Interest
Trustor, on demand, shall promptly pay all costs and expenses of filing and
recording, including the costs of any searches, deemed necessary by Beneficiary
from lime to time to establish and determine the validity and the continuing
priority of the Security Interest,

            4.3   Trustor shall not sell, transfer, assign or otherwise dispose
of any Personal Property or any interest therein without obtaining the prior
written consent of Beneficiary, except Personal Property that Trustor is obliged
to replace pursuant to the terms hereof. Unless Beneficiary then agrees
otherwise in writing, all proceeds from any permitted sale or disposition in
excess of that required for replacements shall be paid to Beneficiary to be
applied to the Obligation, whether or not then due. Trustor shall keep the
Personal Property free of all security interests or other encumbrances, except
the Security Interest and any security interests and encumbrances granted in
connection with any Permitted Exception. Although proceeds of Personal Property
arc covered hereby, this shall not be construed to mean that Beneficiary
consents to any sale of the Personal Property.

            4.4   Trustor shall keep and maintain the Personal Property in good
condition and repair, and shall promptly replace any part thereof that from time
to time may become obsolete, badly worn or in a state of disrepair. All such
replacements shall be free of any other security interest or encumbrance, except
any security interest or encumbrance granted in connection with any Permitted
Exception.

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            4.5   Except for purposes of replacement and repair, Trustor,
without the prior written consent of Beneficiary, shall not remove, or permit
the removal of, any Personal Property from the Premises.

            4.6   Trustor hereby warrants, covenants and agrees that: (i) the
Personal Property is or will be used primarily for business (other than farm)
purposes; (ii) the Personal Property will be kept at the Premises; and (iii)
Trustor's records concerning the Personal Property will be kept at Trustor's
address as set forth in the beginning of this Deed of Trust.

            4.7   Trustor shall give Beneficiary immediate written notice of any
change in the location of: (i) Trustor's chief executive office as set forth in
the beginning of this Deed of Trust; (ii) the Personal Property or any part
thereof; or (iii) Trustor's records concerning the Personal Property,

            4.8   All covenants and warranties of Trustor contained in this Deed
of Trust shall apply to the Personal Property whether or not expressly referred
to in this Section 4. The covenants and warranties of Trustor contained in this
Section 4 are in addition to, and not in limitation of, those contained in the
other provisions of this Deed of Trust.

            4.9   Upon its recording in the real property records, this Deed of
Trust shall be effective as a financing statement filed as a fixture filing. In
addition a carbon, photographic or other reproduced copy of this Deed of Trust
and/or any financing statement relating hereto shall be sufficient for filing
and/or recording as a financing statement. The filing of any other financing
statement relating to any personal property, rights or interests described
herein shall not be construed to diminish any right or priority hereunder.


SECTION 5.  PROTECTION AND PRESERVATION OF THE TRUST PROPERTY

            5.1   Trustor shall neither commit nor permit to occur any waste
upon the Trust Property but shall at all times make or cause to be made all
repairs, maintenance, renewals and replacements as may be necessary to maintain
the Trust Property in good condition and repair. Trustor shall keep the Trust
Property free of termites, dry rot, fungus, beetles and all other harmful or
destructive insects and shall keep all plants, trees and shrubs included in the
Trust Property nearly pruned and in good condition. Trustor shall keep the Trust
Property free of rubbish and other unsightly or unhealthful conditions. Trustor
shall neither use nor permit the use of Trust Property in violation of any
applicable statute, ordinance or regulation or ally policy of insurance insuring
the Trust Property.

            5.2   Trustor shall promptly complete any improvements that may be
commenced, in good and workmanlike manner and in conformity with plans and
specifications approved by Beneficiary, and shall repair and restore any
portions of the Trust Property that may be damaged or destroyed. Trustor shall
pay when due all claims for work performed and materials furnished on or in
connection with the Trust Property or any part thereof and shall pay, discharge,
or cause to be removed, all mechanic's, artisan's, laborer's or materialman's
charges, liens, claims of liens or encumbrances upon the Trust Property. Trustor

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shall comply with all laws, ordinances, rules, and regulations (including
without limitation, zoning laws, building codes, and requirements for
accessibility and usability by disabled individuals) now or hereafter enacted
affecting the Trust Property, all covenants and restrictions running with the
land, and all other requirements of regulatory authorities having jurisdiction
over the Trust Property, including any of the foregoing requiring alterations or
improvements to be made to the Trust Property. Except as required by law,
Trustor shall not remove, substantially alter, or demolish any building or
improvement included in the Trust Property without Beneficiary's prior written
consent.

            5.3   (a) Trustor shall provide and maintain policies of fire and
extended coverage insurance on the Trust Properly in an amount not less than the
full insurable value, on a replacement-cost basis, of the Trust Property and,
when requested by Beneficiary, shall also provide and maintain policies of
insurance in amounts required by Beneficiary covering vandalism and malicious
mischief, sprinkler leakage, rent abatement and/or business loss, flood damage,
earthquake and all other risks commonly insured against by persons owning like
properties in the locality of the Trust Property or commonly required by prudent
institutional lenders making loans secured by liens against such properties. All
such policies shall contain standard, non-contributory trust beneficiary clauses
making losses payable to Beneficiary. Trustor shall also provide and maintain
comprehensive public liability insurance in the amount required by Beneficiary
and containing endorsements naming Beneficiary as an additional insured. All
insurance policies shall be with companies from time to time approved by
Beneficiary, shall provide that Beneficiary is to receive thirty (30) days
notice prior to cancellation and shall otherwise be in form and substance
satisfactory to Beneficiary. Original policies of insurance shall be delivered
to Beneficiary, renewal policies shall be delivered to Beneficiary thirty (30)
days before the expiration of the then-existing policies with satisfactory proof
that the premiums for renewal have been paid.

                  (b) In the event of loss, Trustor shall give immediate notice
to Beneficiary, and Beneficiary may make proof of loss if not made promptly by
Trustor. Each insurance company is hereby authorized and directed to make
payment for loss directly to Beneficiary, instead of to Trustor or to Trustor
and Beneficiary jointly. If an Event of Default then exists, Beneficiary may
apply all or any part of such insurance proceeds to the payment of the
Obligation, otherwise such insurance proceeds shall be applied to the
restoration or repair of the Trust Property in accordance with the provisions of
Section 5.3(c) below. Beneficiary shall not be responsible for any insurance,
for the collection of any insurance proceeds, or for the insolvency of any
insurer. Application of insurance proceeds by Beneficiary shall not cure nor
waive any Event of Default nor invalidate any act done hereunder because of any
such Event of Default. In the event of the sale of the Trust Property under the
power of sale herein granted to Trustee, or upon foreclosure of this Deed of
Trust as a mortgage, or in the event Beneficiary or a receiver appointed by the
court shall take possession of the Trust Property without sale, then all right,
title and interest of Trustor in and to all insurance policies then in force
shall inure to the benefit of and pass to the beneficiary in possession,
receiver or purchaser at such sale, as the case may be. Beneficiary is hereby
appointed attorney in fact for Trustor to assign and transfer such policies.

                  (c) If the insurance proceeds are to be used for the
restoration and repair of the Trust Property, they shall be held by Beneficiary
in a non-interest bearing account selected by Beneficiary in its sole and

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absolute discretion (the "Restoration Account"). Trustor, at its expense, shall
promptly prepare and submit to Beneficiary all plans and specifications
necessary for the restoration and repair of the damaged Trust Property, together
with evidence acceptable to Beneficiary setting forth the total expenditure
needed for the restoration and repair based upon a fixed price contract with a
reputable builder and covered by performance and labor and material payment
bonds. The plans and specifications and all other aspects of the proposed
restoration and repair shall be subject to Beneficiary's approval. In the event
the insurance proceeds held in the Restoration Account are insufficient to
complete the restoration and repair, Trustor shall deposit in the Restoration
Account an amount equal to the difference between the amount then held in the
Restoration Account and the total contract price for the restoration and repair.
Trustor may commence restoration and repair of the damaged Trust Property only
when authorized in writing by Beneficiary to do so and thereafter shall proceed
diligently with the restoration and repair until completed. Disbursements shall
be made from the Restoration Account for the restoration and repair in
accordance with a disbursement schedule, and subject to other terms and
conditions, acceptable to Beneficiary. Disbursements from the Restoration
Account shall be charged first against funds deposited by Trustor and, after
such funds are exhausted, against the insurance proceeds deposited therein. In
the event the amounts held in the Restoration Account exceed the cost of the
restoration and repair of the damaged Trust Property, the excess funds shall be
disbursed to Trustor to the extent of any accounts deposited therein by Trustor.
Any funds remaining after such disbursement, at Beneficiary's option, may be
applied by Beneficiary to the payment of the Obligation, whether or not then
due, or may be disbursed to Trustor. All funds held in the Restoration Account
are hereby assigned to Beneficiary as further security for the Obligation.
Beneficiary, at any time, may apply all or any part of the funds held in the
Restoration Account to the curing of any Event of Default.

            5.4   Trustor shall pay or cause to be paid all taxes and
assessments of every kind, nature and description levied or assessed on or
against the Trust Property and shall deliver to Beneficiary, at least ten (10)
days before they become delinquent, receipts showing payment of all such taxes
and assessments and shall pay when due all dues and charges for water and water
delivery, electricity, gas, sewers, waste removal, bills for repairs, and any
and all other claims, encumbrances and expenses incident to the ownership of the
Trust Property.

            5.5   In order to insure the payment of taxes and assessments that
are now, or hereafter may be, a lien upon the Trust Property, and to insure the
payment of all premiums on policies of insurance required herein, Trustor, if
required by Beneficiary, shall, after the occurrence of an Event of Default, pay
to Beneficiary each month, in addition to any other payments required hereunder,
an amount equal to the taxes and special assessments levied or to be levied
against the Trust Property and the premium or premiums that will become due and
payable to maintain the insurance on the Trust Property, all as reasonably
estimated by Beneficiary (giving due consideration to the previous year's taxes,
assessments and premiums) less all deposits therefor already made, divided by
the number of months remaining before one month prior to the date when the
taxes, assessments and premiums become delinquent. If amounts paid to
Beneficiary under the terms of this paragraph are insufficient to pay all taxes,
assessments and premiums as they become due, Trustor shall pay to Beneficiary
upon demand all additional sums necessary to fully pay and discharge these
items. All moneys paid to Beneficiary under the terms of this paragraph may be

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<PAGE>
either held by Beneficiary to pay the taxes, assessments and premiums before the
same become delinquent or applied to the Obligation upon payment by Beneficiary
from its own funds of the taxes, assessments and premiums. To the extent
provision is not made for payment pursuant to this paragraph, Trustor shall
remain obligated to pay all taxes, assessments and premiums as they become due
and payable. Deposits made under this paragraph may be commingled with
Beneficiary's general funds; Beneficiary shall have no liability to Trustor for
interest on any deposits.

            5.6   Trustor hereby assigns, transfers and conveys to Beneficiary
all compensation and each and every award of damages in connection with any
condemnation for public or private use of, or injury to, the Trust Property or
any part thereof, to the extent of the Obligation then remaining unpaid, and all
such compensation and awards shall be paid directly to Beneficiary. Beneficiary
may apply all or any part of such compensation and awards to the payment of the
Obligation, after an Event of Default or to the restoration or repair of the
Trust Property.

SECTION 6.  PROTECTION AND PRESERVATION OF BENEFICIARY'S INTEREST

            6.1   Trustor, by the payment of any such tax or taxes, shall
protect Beneficiary against any and all loss from any taxation of indebtedness
or deeds of trust, direct or indirect, that may be imposed upon this Deed of
Trust, the lien of this Deed of Trust on the Trust Property, or upon the
Obligation by any law, rule, regulation or levy of the federal government, any
state government, or any political subdivision thereof. In the event the burden
of such taxation cannot lawfully be shifted from Beneficiary to Trustor,
Beneficiary may declare the entire Obligation due and payable sixty (60) days
after notice to Trustor.

            6.2   If Trustor shall fail to pay any taxes, assessments, expenses
or charges, to keep all of the Trust Property free from liens and claims of
liens, to maintain and repair the Trust Property, or to procure and maintain
insurance thereon, or otherwise fail to perform as required herein, Beneficiary
may advance the monies necessary to pay the sane, to accomplish such maintenance
and repairs, to procure and maintain such insurance or to so perform;
Beneficiary is hereby authorized to enter upon the Trust Property for such
purposes.

            6.3   Upon written request by Beneficiary, Trustor shall appear in
and prosecute or defend any action or proceeding that may affect the lien or the
priority of the lien of this Deed of' Trust or the rights of Beneficiary
hereunder and shall pay all costs, expenses (including the cost of searching
title) and attorneys' fees incurred in such action or proceeding. Beneficiary
may appear in and defend any action or proceeding purporting to affect the lien
or the priority of the lien of this Deed of Trust or the rights of Beneficiary.
Beneficiary may pay, purchase, contest or compromise any adverse claim,
encumbrance, charge or lien that in the judgment of Beneficiary appears to be
prior or superior to the lien of this Deed of Trust, other than any Permitted
Exceptions.

            6.4   Without obtaining the prior written consent of Beneficiary,
Trustor shall not sell, transfer, convey, assign or otherwise dispose of, or
further encumber, all or any part of the Trust Property or any interest therein,
voluntarily or involuntarily, by operation of law or otherwise. If Trustor is a

                                       12
<PAGE>
corporation, partnership, or joint venture, any material change in the ownership
of Trustor, or any pledge or encumbrance of any interest in Trustor, shall be
deemed to be a transfer of the Trust Property. Upon the occurrence of any such
transaction with Beneficiary's consent, or without Beneficiary's consent if
Beneficiary elects not to exercise its rights and remedies for an Event of
Default, Beneficiary (i) may increase the interest rate on all or any part of
the Obligation to its then current market rate for similar indebtedness; (ii)
may charge a loan fee and a processing fee in connection with the change; and
(iii) shall not be obligated to release Trustor from any liability hereunder or
for the Obligation except to the extent required by law. Consent to any such
transaction shall not be deemed to be consent or a waiver of the requirement of
consent to any other such transaction.

            6.5   Without obtaining the prior written consent of Beneficiary,
Trustor shall not consent to, or vote in favor of, the inclusion of all or any
part of the Trust Property in any Community Facilities District formed pursuant
to the Community Facilities District Act, A.R.S. Section 48-701, et seq; as
amended front time to time. Trustor shall immediately give notice to Beneficiary
of any notification or advice that Trustor may receive from any municipality or
other third party of any intent or proposal to include all or any part of the
Trust Property in a community Facilities District Beneficiary shall have the
right to file a written objection to the inclusion of all or any part of the
Trust Property in a Community Facilities District, either in its own name or in
the name of Trustor, and to appear at, and participate in, any hearing with
respect to the formation of any such district.

            6.6   All rights, powers and remedies granted Beneficiary herein, or
otherwise available to Beneficiary, are for the sole benefit and protection of
Beneficiary, and Beneficiary may exercise any such right, power or remedy at its
option and in its sole and absolute discretion without any obligation to do so.
In addition, if, under the terms hereof, Beneficiary is given two or more
alternative courses of action, Beneficiary may elect any alternative or
combination of alternatives, at its option and in its sole and absolute
discretion. All monies advanced by Beneficiary under the terms hereof and all
amounts paid, suffered or incurred by Beneficiary in exercising any authority
granted herein, including reasonable attorneys' fees, shall be added to the
Obligation, shall be secured by this Deed of Trust, shall bear interest at the
highest rate payable on any of the Obligation until paid, and shall be due and
payable by Trustor to Beneficiary immediately without demand.

            6.7   Trustor, upon request of Beneficiary, shall promptly correct
any defect, error or omission that may be discovered in the content of this Deed
of Trust or in the execution or acknowledgment hereof. In addition, Trustor
shall do such further acts as may be necessary or that Beneficiary may
reasonably request to carry out more effectively the purposes of this Deed of
Trust, to subject any property intended to be encumbered hereby to the lien and
security interest hereof, and to perfect and maintain the lien anal security
interest hereof.

SECTION 7.  REPRESENTATIONS AND WARRANTIES

            7.1   If Trustor is a corporation, partnership or trust, it (i) is
duly organized, validly existing and in good standing under the laws of the
state in which it is organized; (ii) is qualified to do business and is in good

                                       13
<PAGE>
standing under the laws of the state in which the Trust Property is located and
in each state in which it is doing business; (iii) has full power and authority
to own its properties and assets and to carry on its business as now conducted;
and (iv) is fully authorized and permitted to execute and deliver this Deed of
Trust. The execution, delivery and performance by Trustor of this Deed of Trust
and all other documents and instruments relating to the Obligation will not
result in any breach of the terms or conditions or constitute a default under
any agreement or instrument under which Trustor is a party or is obligated.
Trustor is not in default in the performance or observance of any covenants,
conditions or provisions of any such agreement or instrument.

            7.2   The liens, security interests and assignments created hereby
will be valid, effective, properly perfected and enforceable liens, security
interests and assignments.

            7.3   All financial statements, profit and loss statements,
statements as to ownership and other statements or reports previously or
hereafter given to Beneficiary by or on behalf of Trustor are and shall be true,
complete and correct as of the date thereof. There has been no material adverse
change in the financial condition or the results of the operation of Trustor
since the latest financial statement of Trustor given to Beneficiary.

            7.4   Trustor has filed all federal, state and local tax returns and
has paid all of its current obligations before delinquent, including all
federal, state and local taxes and all other payments required under federal,
state or local law.

            7.5   All representations and warranties made herein shall survive
the execution hereof, the execution and delivery of all other documents and
instruments in connection with the Obligation, and until the Obligation has been
fully paid and performed.

SECTIONS 8. DEFAULTS; REMEDIES

            8.1   The occurrence of any of the following events or conditions
shall constitute an "Event of Default" under this Deed of Trust:

                  (a) Any failure to pay any principal or interest or any other
part of the Obligation when the same shall become due and payable and such
failure continues for ten (10) days after its due date.

                  (b) Any failure or neglect to perform or observe any of the
covenants, conditions, provisions or agreements of this Deed of Trust (other
than a failure or neglect described in one or more of the other provisions of
this Paragraph 8.1) and such failure or neglect either (i) cannot be remedied,
(ii) can be remedied within thirty (30) days by prompt and diligent action, but
it continues unremedied for a period of thirty (30) days after notice thereof to
Trustor, or (iii) can be remedied, although not within thirty (30) days even by
prompt and diligent action, but such remedy is not commenced within thirty (30)
days after notice thereof to Trustor or is not diligently prosecuted to
completion. The cure periods provided herein shall run concurrently with all
other cure periods provided under the Credit Agreement and the Loan Documents.


                                       14
<PAGE>
                  (c) Any warranty, representation or statement contained in
this Deed of Trust, the Notes, the Credit Agreement or any other document or
instrument executed or delivered in connection with the Obligation, or made or
furnished to Beneficiary by or on behalf of Trustor, that shall be or shall
prove to have been false when made or furnished.

                  (d) The filing by Trustor, or any guarantor of the Obligation
(or against Trustor, or such guarantor to which Trustor, or such guarantor
acquiesces or that is not dismissed forty-five (45) days after the filing
thereof) of any proceeding under the federal bankruptcy laws now or hereafter
existing or any other similar statute now or hereafter in effect; the entry of
an order for relief under such laws with respect to Trustor, or such guarantor;
or the appointment of a receiver, trustee, custodian or conservator of all or
any part of the assets of Trustor, or such guarantor.

                  (e) The insolvency of Trustor, or any guarantor of the
Obligation; or the execution by Trustor, or such guarantor of an assignment for
the benefit of creditors; or the convening by Trustor, or such guarantor of a
meeting of its creditors or any class thereof, for purposes of effecting a
moratorium upon or execution or composition of its debts; or the failure of
Trustor, or such guarantor to pay its debts as they mature; or if Trustor, or
such guarantor is generally not paying its debts as they mature.

                  (f) The admission in writing by Trustor, or any guarantor of
the Obligation that it is unable to pay its debts as they mature or that it is
generally not paying its debts as they mature.

                  (g) The liquidation, termination or dissolution of Trustor, or
any guarantor.

                  (h) Any levy or execution upon, or judicial seizure of, any
portion of the Trust Property the Personal Property, or any other collateral or
security for the Obligation.

                  (i) Any attachment or garnishment of, or the existence or
filing of any lien or encumbrance other than any Permitted Exceptions against,
any portion of the Trust Property, the Personal Properly, or any other
collateral or security for the Obligations that is not removed, released, or
bonded over within fifteen (15) days after its creation.

                  (j) The institution of any legal action or proceedings to
enforce any lien or encumbrance upon any portion of the Trust Property, the
Personal Property, or any other collateral or security for the Obligation, that
is not dismissed or bonded over within fifteen (15) days after its institution.

                  (k) The abandonment by Trustor of all or any part of the Trust
Property.

                  (l) The existence of any encroachment upon the Trust Property
that has occurred without the approval of Beneficiary that is not removed or
corrected within thirty (30) days after notice to Trustor to do.

                                       15
<PAGE>
                  (m) The demolition or destruction of, or any substantial
damage to, any portion of the Trust Property that is not adequately covered by
insurance, or the loss, theft or destruction of, or any substantial damage to,
any portion of the Personal Property or any other collateral or security for the
Obligation, that is not adequately covered by insurance.

                  (n) The occurrence of an Event of Default as defined under the
Credit Agreement which is not cured within the applicable grace period, if any.

                  (o) The occurrence of any event of default which is not cured
within the applicable grace period under any document or instrument given by
Trustor, by any entity owned by Trustor or, if Trustor is a corporation,
partnership or trust, by any entity owned by the same persons or entities that
own Trustor, in connection with any other indebtedness of Trustor or such entity
to Beneficiary.

                  (p) The occurrence of any adverse change in the financial
condition of Trustor that Beneficiary, in its reasonable discretion, deems
material, or if Beneficiary in good faith shall believe that the prospect of
payment or performance of the Obligation is impaired.

            8.2   Upon the occurrence of any Event of Default, and at any time
while such Event of Default is continuing, Beneficiary may do one or more of the
following:

                  (a) Declare the entire Obligation to be immediately due and
payable, and the same, with all costs and charges, shall be collectible
thereupon by action at law.

                  (b) Give such notice of default and of election to cause the
Trust Property to be sold as may be required by law or as may be necessary to
cause Trustee to exercise the power of sale granted herein. Trustee shall then
record and give such notice of trustee's sale as then required by law and after
the expiration of such time as may be required by law, may sell the Trust
Property at the time and place specified in the notice of sale, as a whole or in
separate parcels as directed by Beneficiary, or by Trustor to the extent
required by law, at public auction to the highest bidder for cash in lawful
money of the United States payable at time of sale, all in accordance with
applicable law. Trustee, from time to time, may postpone or continue the sale of
all or any portion of the Trust Property by public declaration at the time and
place last appointed for the sale. No other notice of the postponed sale shall
be required. Upon any sale, Trustee shall deliver its deed conveying the
property sold, without any covenant or warranty, express or implied, to the
purchaser or purchasers at the sale. The recitals in such deed of any matters or
facts shall be conclusive as to the accuracy thereof. Any person, including
Trustor, Trustee or Beneficiary, may purchase at the sale.

                  (c) Commence proceedings for foreclosure of this Deed of Trust
in the manner provided by law for the foreclosure of a real property mortgage.

                  (d) Exercise any or all of the remedies of a secured party
under the Uniform Commercial Code with respect to the Personal Property. If
Beneficiary should proceed to dispose of any of the Personal Property in

                                       16
<PAGE>
accordance with the provisions of the Uniform Commercial Code, five (5) days'
notice by Beneficiary to Trustor shall be deemed to be commercially reasonable
notice under any provision of the Uniform Commercial Code requiring notice.
Trustor, however, agrees that all property of every nature and description,
whether real or personal covered by this Deed of Trust, together with all
personal property used on or in connection with the Premises or any business
conducted thereon by the Trustor and covered by separate security agreements is
encumbered as one unit that this Deed of Trust and such security interests, at
Beneficiary's option, may be foreclosed or sold in the same proceeding, and that
all property encumbered (both realty and personalty), at Beneficiary's option,
may be sold as such in one unit as a going business, subject to the provisions
of applicable law.

                  (e) Without regard to the adequacy of any security for the
Obligation or the solvency of Trustor or any other person or entity, send
notifications to any and all lessees and tenants under the Leases that all Rents
shall be paid to Beneficiary thereafter. Beneficiary shall be entitled to
collect the Rents until Trustor cures all Events of Default and may apply the
Rents collected at its sole discretion to the maintenance of the Trust Property
and/or the payment of the Obligation.

                  (f) Apply any funds in the possession or control of
Beneficiary under the provisions of Paragraph 5.5 hereof to the payment of the
Obligation, in lieu of the purposes specified in that paragraph.

                  (g) Apply for and obtain, without regard to the adequacy of
any security for the Obligation or the solvency of the Trustor or any other
person or entity, a receiver by any court of competent jurisdiction to take
charge of all the Trust Property, to manage, operate and carry on any business
then being conducted or that could be conducted on the Premises, to carry on,
protect, preserve, replace and repair the Trust Property, and receive and
collect all Rents and to apply the same to pay the receiver's expenses for the
operation of the Trust Property and then in the manner provided in Paragraph 3.3
herein. Upon appointment of said receiver, Trustor shall immediately deliver
possession of all of the Trust Property to such receiver. Neither the
appointment of a receiver for the Trust Property by any court at the request of
Beneficiary or by agreement with Trustor nor the entering into possession of all
or any part of the Trust Property by such receiver shall constitute Beneficiary
a "mortgagee in possession" or otherwise make Beneficiary responsible or liable
in any manner with respect to the Trust Property or the occupancy, operation or
use thereof.

                  (h) Without regard to the adequacy of any security for the
Obligation or the solvency of Trustor or any other person or entity, enter upon
and take possession of all or any part of the Trust Property, either in person
or by agent or employee, or by a receiver appointed by a court of competent
jurisdiction; Trustor shall on demand peaceably surrender possession of the
Trust Property to Beneficiary. Beneficiary, in its own name or in the name of
Trustor, may operate and maintain all or any part of the Trust Property to such
extent as Beneficiary deems advisable, may rent and lease the same to such
persons, for such periods of time, and on such terms and conditions as
Beneficiary in its sole discretion may determine, and may sue for or otherwise
collect any and all Rents, including those past due and unpaid. In dealing with
the Trust Property as a beneficiary in possession, Beneficiary shall not be

                                       17
<PAGE>
subject to any liability, charge, or obligation therefor to Trustor, other than
for willful misconduct, or negligence and shall be entitled to operate any
business then being conducted or which could be conducted thereon or therewith
at the expense of and for the account of Trustor (and all net losses, costs and
expenses thereby incurred shall be advances governed by Paragraph 6.6 hereof),
to the same extent as the owner thereof could do, and to apply the Rents to pay
the receiver's expenses, if any, for the operation of the Trust Property and
then in the manner provided in Paragraph 3.3 herein.

                  (i) Trustor shall pay all costs anal expenses, including
without limitation costs of title searches and title policy commitments, Uniform
Commercial Code searches, court costs and reasonable attorneys' fees, incurred
by Beneficiary in enforcing payment and performance of the Obligation or in
exercising the rights and remedies of Beneficiary hereunder. All such costs and
expenses shall be secured by this Deed of Trust and by all other lien and
security documents securing the Obligation. In the event of any court
proceedings, court costs and attorneys' fees shall be set by the court and not
by jury and shall be included in any judgment obtained by Beneficiary.

                  (j) In addition to any remedies provided herein for an Event
of Default, Beneficiary shall have all other legal or equitable remedies allowed
under applicable law (including specifically that of foreclosure of this
instrument as though it were a mortgage). No failure on the part of Beneficiary
to exercise any of its rights hereunder arising upon any Event of Default shall
be construed to prejudice its rights upon the occurrence of any other or
subsequent Event of Default. No delay on the part of Beneficiary in exercising
any such rights shall be construed to preclude it from the exercise thereof at
any time while that Event of Default is continuing. Beneficiary may enforce any
one or more remedies or rights hereunder successively or concurrently. By
accepting payment or performance of any of the Obligation after its due date,
Beneficiary shall not thereby waive the agreement contained herein that time is
of the essence, nor shall Beneficiary waive either its right to require prompt
payment or performance when due of the remainder of the Obligation or its right
to consider the failure to so pay or perform an Event of Default.

SECTION 9.  GENERAL PROVISIONS

            9.1   Trustor shall defend, indemnify and hold harmless Beneficiary,
any successors to Beneficiary's interest in the Trust Property, any purchaser of
the Trust Property upon foreclosure, and all shareholders, directors, officers,
employees, and agents of all of the foregoing and their heirs, personal
representatives, successors and assigns from and against all claims, costs,
expenses, actions, suits, proceedings, losses, damages and liabilities of any
kind whatsoever, including but not limited to all amounts paid in settlement of,
and all costs and expenses (including attorneys' fees) incurred in defending or
settling, any actual or threatened claim, actions, suit or proceeding, directly
or indirectly arising out of or relating to the Obligation, this Deed of Trust,
or the Trust Property, including but not limited to (i) any use, generation,
manufacture, production, storage, Release, threatened Release, or presence of a
Hazardous Substance on, under or about the Trust Property, (ii) any violation or
claim of violation of any Environmental Law with respect to the Trust Property;
or (iii) any breach of any of the warranties, representations and covenants
contained herein. This indemnity provision shall continue in full force and

                                       18
<PAGE>
effect and shall survive the payment and performance of the Obligation, the
release of record of the lien of this Deed of Trust, any foreclosure (or action
in lieu of foreclosure) of this Deed of Trust, the exercise by Beneficiary of
any other remedy under this Deed of Trust or any other document or instrument
evidencing or securing the Obligation, and any suit, proceeding or judgment
against Trustor by Beneficiary hereon.

            9.2   The acceptance of this Deed of Trust by Beneficiary shall not
be considered a waiver of or in any way to affect or impair any other security
that Beneficiary may have, acquire simultaneously herewith, or hereafter acquire
for the payment or performance of the Obligation, nor shall the taking by
Beneficiary at any time of any additional security be construed as a waiver of
or in any way to affect or impair the security of this Deed of Trust,
Beneficiary may resort, for the payment or performance of the Obligation, to its
several securities therefor in such order and manner as it may determine,

            9.3   Without notice or demand, without affecting the obligations of
Trustor hereunder or the personal liability of any person for payment or
performance of the Obligation, and without affecting the lien or the priority of
the lien of this Deed of Trust, Beneficiary, from time to time, may: (i) extend
the time for payment of all or any part of the Obligation, accept a renewal note
therefor, reduce the payments thereon, release any person liable for all or any
part thereof, or otherwise change the terms of all or any part of the
Obligation, (ii) take and hold other security for the payment or performance of
the Obligation and enforce, exchange, substitute, subordinate, waive or release
any such security, (iii) consent to the making of any map or plat of the Trust
Property; (iv) join in granting any easement on or in creating any covenants,
conditions or restrictions affecting the use or occupancy of the Trust Property;
(v) join in any extension or subordination agreement; or (vi) release or direct
Trustee to release any part of the Trust Property from this Deed of Trust. Any
such action by Beneficiary, or Trustee at Beneficiary's direction, may be taken
without the consent of any junior lien holder and shall not affect the priority
of this Deed of Trust over any junior lien.

            9.4   Trustor waives and agrees not to assert: (i) any right to
require Beneficiary to proceed against any guarantor, to proceed against or
exhaust any other security for the Obligation, to pursue any other remedy
available to Beneficiary, or to pursue any remedy in any particular order or
manner; (ii) the benefits of any legal or equitable doctrine or principle of
marshalling; (iii) the benefits of any statute of limitations affecting the
enforcement hereof; (iv) demand, diligence, presentment for payment, protest and
demand, and notice of extension, dishonor, protest, demand and nonpayment,
relating to the Obligation; and (v) any benefit of, and any right to participate
in, any other security now or hereafter held by Beneficiary.

            9.5   Upon written request of Beneficiary stating that all of the
Obligation has been paid, and upon surrender of this Deed of Trust and the Notes
to Trustee for cancellation and retention or, if requested, delivery, then
Trustee (and Beneficiary if necessary to clear title), upon payment of Trustee's
fees, shall reconvey, without warranty, the Trust Property. The recitals in such
reconveyance of any matters or facts shall be conclusive as to the accuracy
thereof. The grantee in such reconveyance may be described as "the person or
persons legally entitled thereto." Five years after issuance of such full

                                       19
<PAGE>
reconveyance, Trustee may destroy the Notes and this Deed of Trust (unless
directed in such request to retain them), unless prior thereto Trustee has been
directed to deliver them to the person or persons to whom the property was
reconveyed.

            9.6   Beneficiary or Trustee, or both, shall have the right to
inspect the Trust Property at all reasonable times.

            9.7   Time is of the essence hereof. If more than one Trustor is
named herein, the word "Trustor" shall mean all and any one or more of them,
severally and collectively. All liability hereunder shall be joint and several.
This Deed of Trust shall be binding upon, and shall inure to the benefit of, the
parties hereto and their heirs, personal representatives, successors and
assigns. The term "Beneficiary" shall include not only the original Beneficiary
hereafter but also any future owner and holder, including pledges, of the Notes.
The provisions hereof shall apply to the parties according to the context
thereof and without regard to the number or gender of words or expressions used.

            9.8   The acceptance by Trustee of this trust shall be evidenced
when this Deed of Trust, duly executed and acknowledged, is made a public record
as provided by law. The trust created hereby is irrevocable by Trustor.

            9.9   This Deed of Trust cannot be changed except by agreement, in
writing, signed by Trustor and Beneficiary.

            9.10  No setoff or claim that Trustor now has or may in the future
have against Beneficiary shall relieve Trustor from paying or performing the
Obligation.

            9.11  Each term, condition and provision of this Deed of Trust shall
be interpreted in such manner as to be effective and valid under applicable law
but if any term, condition or provision of this Deed of Trust shall be held to
be void or invalid, the same shall not affect the remainder hereof which shall
be effective as though the void or invalid term, condition or provision had not
been contained herein. In addition, should this instrument be or become
ineffective as a deed of trust, then these presents shall be construed and
enforced as a realty mortgage with the Trustor being the Mortgagor and
Beneficiary being the Mortgagee.

            9.12  This Deed of Trust shall be governed by and construed
according to the laws of the State of Arizona. The Obligation shall be governed
by and construed according to the laws of the State of New Hampshire.

            9.13  All notices required or permitted to be given hereunder shall
be in writing and may be given in person or by United States mail, by delivery
service or by electronic transmission. Any notice directed to a party to this
Deed of Trust shall become effective upon the earliest of the following: (i)
actual receipt by that party; (ii) delivery to the designated address of that
party, addressed to that party, or (ii) if given by certified or registered
United States mail, twenty-four (24) hours after deposit with the United States
Postal Service, postage prepaid, addressed to that party at its designated
<PAGE>
address. The designated address of a party shall be the address of that party
shown at the beginning of this Deed of Trust or such other address as that
party, from time to time, may specify by notice to the other parties.

            9.14  As further security for the payment and performance of the
Obligation, Beneficiary shall be subrogated to the lien, although released of
record, of any and all encumbrances paid from the proceeds of any loan included
in the Obligation.

IN WITNESS WHEREOF, these presents are executed as of the date indicated above,

TRUSTOR:

PRESSTEK, INC.


By: /s/ Moosa E. Moosa
   -------------------------------
       Signature and Title
       Duly Authorized

Moosa E. Moosa, VP Finance and CFO
----------------------------------
[Print Name and Title ]




STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH

          On this the 15th day of October, 2003, before me, the undersigned
officer, personally appeared Moosa E. Moosa, who acknowledged himself to be a
VP-Finance-CFO of Presstek, Inc., a Delaware corporation, and acknowledged that
he, as such officer, being authorized so to do, executed the foregoing
instrument on behalf of said corporation for the purposes therein contained.


                                         /s/ Connie L. Rakowsky
                                         ----------------------------------
                                         Justice of the Peace/Notary Public
                                         My Commission Expires: 1/6/04






                                       21
<PAGE>
                                    EXHIBIT A
                                TO DEED OF TRUST

Legal Description:
------------------

         All that real property with improvements thereon situate in the Town of
Marana, County of Pima, State of Arizona, more particularly described as
follows:

A PART OF SECTION 36, TOWNSHIP 12 SOUTH, RANGE 12 EAST, OF THE GILA AND SALT
RIVER BASE AND MERIDIAN, PIMA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 36;

THENCE NORTH 89 DEGREES 24 MINUTES 28 SECONDS EAST, ALONG THE SOUTH LINE OF SAID
NORTHWEST QUARTER, A DISTANCE OF 30.00 FEET TO A LINE 30.00 FEET EAST OF AND
PARALLEL WITH THE WEST LINE OF SAID NORTHWEST QUARTER, BEING THE EAST
RIGHT-OF-WAY LINE OF HARTMAN LANE, PER DOCKET 2899, PAGE 470;

THENCE NORTH 00 DEGREES 50 MINUTES 03 SECONDS WEST, ALONG THE SAID PARALLEL
LINE, A DISTANCE OF 417.63 FEET TO THE POINT OF BEGINNING ON THE NORTH LINE OF
THE SEWER EASEMENT RECORDED AS DOCKET 7864, PAGE 860;

THENCE CONTINUE NORTH 00 DEGREES 50 MINUTES 03 SECONDS WEST, ALONG THE SAID
PARALLEL LINE, A DISTANCE OF 1,127.58 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF THE
SPANDREL RECORDED AS DOCKET 6932, PAGE 1006, BEING A POINT ON THE ARC OF A
NON-TANGENT CURVE CONCAVE TO THE SOUTH, A RADIAL LINE OF SAID CURVE THROUGH SAID
PINT HAVING A BEARING OF NORTH 51 DEGREES 53 MINUTES 30 SECONDS WEST;

THENCE EASTERLY ALONG THE SAID SOUTH RIGHT-OF-WAY LINE, ALONG THE ARC OF SAID
CURVE, TO THE RIGHT, HAVING A RADIUS OF 72.00 FEET AND A CENTRAL ANGLE OF 62
DEGREES 21 MINUTES 26 SECONDS FOR AN ARC DISTANCE OF 78.36 FEET TO THE
NON-TANGENT WEST RIGHT-OF-WAY LINE OF THE INTERSTATE 10 FRONTAGE ROAD;

THENCE SOUTH 45 DEGREES 58 MINUTES 37 SECONDS EAST, ALONG THE SAID WEST
RIGHT-OF-WAY LINE, A DISTANCE OF 1,060.52 FEET TO THE NORTHEASTERLY PROLONGATION
OF THE NORTH LINE OF SAID SEWER EASEMENT;


                                       22
<PAGE>
THENCE SOUTH 44 DEGREES 01 MINUTES 23 SECONDS WEST, ALONG THE SAID PROLONGATION
AND THE NORTH LINE, A DISTANCE OF 433.31 FEET;

THENCE SOUTH 47 DEGREES 18 MINUTES 40 SECONDS WEST, ALONG THE SAID NORTH LINE, A
DISTANCE OF 58.53 FEET;

THENCE SOUTH 66 DEGREES 17 MINUTES 53 SECONDS WEST, ALONG THE SAID NORTH LINE, A
DISTANCE OF 151.03 FEET;

THENCE SOUTH 89 DEGREES 09 MINUTES 57 SECONDS WEST, ALONG THE SAID NORTH LINE, A
DISTANCE OF 333.48 FEET TO THE POINT OF BEGINNING.



















                                       23
<PAGE>
                                    EXHIBIT B
                                TO DEED OF TRUST





Permitted Exceptions:  See attached.






















                                       24
<PAGE>
                                    EXHIBIT C
                                TO DEED OF TRUST


Existing Leases: Lease dated January 1, 2001 between Presstek, Inc., a Delaware
corporation having an address at 55 Executive Drive, Hudson, New Hampshire 03051
("Landlord"), and LaserTel, Inc., an Arizona corporation, having an address at
7775 North Casa Grande Highway, Marana, Arizona 85743 ("Tenant"), respecting
premises located at 7775 North Casa Grande Highway, Maran, Pima County, Arizona.




























                                       25