Exhibit 4.5.5    (Space above reserved for
Recorder of Deeds certification)  Title of Document:
  
  Deed of Trust, Security Agreement, Fixture Filing
  and Assignment of Leases and RentsDate of Document:
  
  October 29, 2002Grantor:
  
  The Doe Run Resources CorporationGrantee:
  
  State Street Bank and Trust Company, as Trustee, as
  Collateral AgentGrantees Mailing Address:
  
  Goodwin Square225 Asylum, 23rd FloorHartford, CT 
  06103Attn: 
  Corporate Trust AdministrationLegal Description:
  
  See Exhibit A attached heretoReference Book and Page:    
   TABLE OF CONTENTS  ARTICLE
  1
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS1.1
  Performance of Indenture1.2
  General
  Representations, Warranties and Covenants1.3
  Representations,
  Warranties and Covenants with Respect to Master Leases.1.4
  Compliance with Laws1.5
  Taxes and Other Charges.1.6
  Condemnation1.7
  Care of Mortgaged Property.1.8
  Environmental Matters.1.9
  Further Assurances1.10
  Security
  Agreements and Financing Statements.1.11
  After-Acquired
  Mortgaged Property1.12
  Expenses.1.13
  Transfer
  or Further Encumbrance of the Mortgaged Property.1.14
  Assignment of Rents and
  Leases.ARTICLE 2
  EVENTS OF DEFAULTARTICLE 3
  REMEDIES3.1
  Acceleration3.2
  Termination
  of License and/or Entry on Mortgaged Property.3.3
  Foreclosure, Sale
  and Other Remedies.3.4
  Remedies
  Cumulative, Concurrent and Nonexclusive3.5
  No
  Conditions Precedent to Exercise of Remedies3.6
  Release of and
  Resort to Collateral3.7
  Waiver of
  Appraisement, Valuation, etc3.8
  Discontinuance of
  Proceedings3.9
  Application of Proceeds3.10
  Leases.3.11
  Purchase by Beneficiary3.12
  Grantor as Tenant
  Holding Over3.13
  Suits to
  Protect the Mortgaged Property3.14
  Proofs of ClaimARTICLE 4
  MISCELLANEOUS4.1
  Survival of Obligations4.2
  Notices4.3
  No
  Waiver.4.4
  Covenants Running with
  the Land4.5
  Successors and Assigns4.6
  Severability4.7
  Substitute Trustee4.8
  Business
  Loans4.9
  Usury4.10
  Future Advances Secured
  Hereby4.11
  Waiver of Jury Trial  i 
   4.12
  Assignment4.13
  Counterparts4.14
  Applicable
  Law4.15
  Subrogation4.16
  Conflicts:
  Indenture or Master Leases4.17
  Headings4.18
  No Joint Venture4.19
  Subordinate to
  Senior Deed of Trust4.20
  Concerning Beneficiary.EXHIBITSExhibit
  A
  -
  Property
  DescriptionsExhibit B
  -
  Permitted
  Encumbrances  ii 
   DEED OF TRUST, SECURITY
AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES
AND RENTS  THIS DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING
AND ASSIGNMENT OF LEASES AND RENTS (the Deed of Trust) made and
entered into as of October 29, 2002, by and among THE DOE RUN RESOURCES
CORPORATION, a New York corporation (the Grantor), with an address of
1801 Park 270 Drive, St. Louis, Missouri 63146 and LISA M. HAINES (the Trustee),
with an address of Polsinelli, Shalton & White, 700 West 47th Street, Suite
1000, Kansas City, Missouri 64112, for the benefit of STATE STREET BANK AND
TRUST COMPANY, as Trustee, as Collateral Agent, a Massachusetts trust company
with an address of Goodwin Square, 225 Asylum, 23rd Floor, Hartford,
Connecticut 06103, as beneficiary, assignee and secured party (the Beneficiary).  W  I
T  N  E  S  S  E  T  H:  WHEREAS, pursuant to the Indenture of even date
herewith by and among Grantor, Beneficiary and the Guarantors named therein (as
the same now exists or may from time to time be amended, modified,
supplemented, extended, renewed, restated or replaced, the Indenture;
capitalized terms used herein and not defined shall have the meanings assigned
to them in the Indenture), the Grantor has issued 11 3⁄4% Notes due 2008, in the
aggregate original principal amount of $175,832,200.00(as the same now exist or
may hereafter be amended, modified, supplemented, extended, renewed, restated,
substituted for or replaced, the Notes).  WHEREAS, in order to induce Holders to purchase the
Notes, Grantor has agreed to and by these presents does hereby execute this
Deed of Trust and hereby subjects the Mortgaged Property (as hereinafter
defined) to the lien of this Deed of Trust;  WHEREAS, subject to earlier termination pursuant to the Indenture, the
Notes have a maturity date of November 1, 2008;  NOW, THEREFORE, for and in consideration of the sum of
Ten and No/100 Dollars ($10.00) in hand paid, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and also in consideration of the notespurchase mentioned above, Grantor does
hereby irrevocably GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONVEY, ASSIGN
AND CONFIRM unto Trustee, her successors and assigns, with power of sale, all
of Grantors estate, right, title and interest in, to and under, and grants a
security interest in and lien upon, any and all of the following described
property:  A.            the
real property or interests therein described in Exhibit A, attached
hereto and  1 
   made a part hereof (hereinafter collectively referred to as the Land);  B.            the
leasehold estate and all other claims, rights, title, interest, privileges and
options of Grantor under and pursuant to the mineral claims, millsites, mineral
reservations, licenses, special uses, preference right leases, acquired land
mineral leases, development contracts, prospecting permits and applications,
other leaseholds, easements, rights of way and contract rights described in Exhibit
A (as from time to time amended, modified, supplemented, extended, renewed
or restated, individually and collectively, the Master Leases),
including, without limitation, all rights to possession, use or to mine or
prospect and the rights to give consents, modify, amend, extend, renew,
terminate or purchase, and all other present or future rights (including,
without limitation, all rights to purchase) of Grantor as lessee, permittee,
grantee or the like under all lease or other arrangements, whether written or
oral, affecting any real property or minerals in the County in which the Land
is located (collectively referred to as the Interests);  C.            all
metals and minerals which are on, in, under, upon, produced from or to be
produced from the Land and/or the Interests, including, without limiting the
generality of the foregoing, lead, zinc, copper, nickel, sulfur, silver, sulfur
dioxide, copper sulfide, sulfuric acid, coke, sodium sulfate and any
by-products resulting from the processing of the foregoing;  D.            any
and all buildings, covered garages, utility sheds, workrooms, air conditioning
towers, open parking areas, structures, ways, woods, waters, water courses,
easements, rights of way (public or private), and other improvements, and any
and all additions, alterations, betterments or appurtenances thereto, and all
privileges and other rights appurtenant thereto, now or at any time hereafter
situated, placed or constructed upon the Land or relating to the Interests, or
any part thereof, including, without limitation, all streets, roads and public
places used in connection with the Land, the Interests or any part thereof
(collectively referred to as the Improvements);  E.             all
materials, supplies, machinery, equipment, apparatus, appliances and other
items now owned or hereafter acquired by Grantor and now or hereafter attached
to, installed in, placed on, or used in connection with (temporarily or
permanently), any of the Land, Interests or the Improvements, including, but
not limited to, any and all partitions, dynamos, storm doors, window screens
and shades, drapes, rugs and other floor coverings, awnings, motors, engines,
boilers, furnaces, pipes, plumbing, cleaning, dust, garbage and refuse
removers, vermin and insect exclusion devices, drainage, call and sprinkler
systems, fire extinguishing apparatus and equipment, water tanks, heating,
ventilating, plumbing, laundry, incinerating, air conditioning and air cooling
equipment and systems, gas and electric machinery, air compressors,
transformers, welders, drills, presses, cranes, hoists, scrubbing units, fuel
and storage tanks, appurtenances, furniture, furnishings, dishwashers,
refrigerators and ranges, elevators, water, gas, electricity, storm and
sanitary sewer facilities and all other utilities, whether or not situated in
easements, and all other personal property, together with all accessions,
replacements, betterments, substitutions and changes for any of the foregoing
and the proceeds thereof (collectively referred to as the Fixtures);  F.             any
and all present and future leases, subleases, licenses, concessions or other
agreements (written or verbal, now or hereafter in effect) which grant a
possessory or ownership  2 
   interest in and to, or the right to use, occupy or lease, all or any
part of the Land, Interests, Improvements or Fixtures, and all other present
and future agreements, such as engineers contracts, utility contracts,
maintenance agreements and service contracts (including all of Grantors
rights, if any, under any contracts for the sale of any of the Land, Interests,
Improvements or Fixtures), which in any way relate to the use, occupancy,
leasing, operation, maintenance, enjoyment or ownership of all or any portion
of the Land, Interests, Improvements or Fixtures (collectively referred to as
the Leases);  G.            all
of the rents, issues, revenues, income, royalties, bonuses, rights, proceeds,
profits, security and other types of deposits and other benefits paid or
payable, due or accruing, by parties to the Leases other than Grantor
(collectively referred to as the Rents);  H.            licenses,
permits, approvals or other authorizations (federal, state and local) used or
useful in connection with or in any way relating to the Land, Interests,
Improvements, or the operation of Grantors business, if and only to the extent
that Grantor may legally assign the same hereunder;  I.              all
rights, privileges, tenements, hereditaments, rights-of-way, easements,
appendages, and appurtenances in any way pertaining to, and all right, title
and interest, if any, of Grantor, in and to any streets, ways, alleys, strips
or gores of land adjoining the Land or the Interests or any part thereof;  J.             all
betterments, improvements, additions, alterations, appurtenances,
substitutions, replacements and revisions pertaining to the items set forth in
Paragraphs A through G and I above, and all reversions and remainders therein;  K.            all
of Grantors right, title and interest in and to any awards, remunerations,
reimbursements, settlements or compensation heretofore made or hereafter to be
made by any governmental authority pertaining to the Land, Interests,
Improvements or Fixtures or any portion thereof, including, but not limited to,
those for any vacation of, or change of grade in, any streets affecting the
Land, Interests, Improvements or Fixtures, those for municipal utility district
or other utility costs incurred or deposits made in connection with the Land
and insurance proceeds in connection therewith;  L.             All
general intangibles and contract rights relating to the Mortgaged Property and
all reserves, deferred payments, deposits, refunds and claims of every kind
relating thereto;  M.           the
abstract of title covering the Land, all insurance policies covering the
Mortgaged Property or any portion thereof and all blueprints, plans, maps,
documents, books and records relating to the Mortgaged Property; and  N.            all
proceeds of the conversion, voluntary or involuntary, of any of the Mortgaged
Property into cash or liquidated claims.  The items set forth in Paragraphs A through N above
are sometimes hereinafter separately referred to as the Mortgaged Property
and this Deed of Trust is a security agreement with respect to the Mortgaged
Property; and to the extent that the Mortgaged Property consists of  3 
   goods which are, or are to become, fixtures, this Deed of Trust is
recorded as a fixture filing, with Grantor as the debtor and Beneficiary as the
secured party.  Grantor makes the foregoing grant to Trustee to hold
the Mortgaged Property in trust for the benefit of Beneficiary and for the
purposes and upon the terms and conditions hereinafter set forth.  TO HAVE AND TO HOLD the same, together with all the
privileges and the appurtenances thereunto belonging: in trust nevertheless, in
case of default by Grantor hereunder, then upon notice and demand in writing
filed with Trustee to the extent provided herein, or required by law, to
foreclose this Deed of Trust, and to sell and dispose of the Mortgaged Property
(or any part thereof as may be designated in the notice of such sale) and the
right, title and interest of Grantor therein in the matter as then may be
provided by law and to issue, execute, and deliver the Trustees certificate of
purchase, trustees deed or certificate of redemption, all as then may be
provided by law. Trustee shall, out of the proceeds or avails of such sale, after
first paying and retaining all fees, charges, the cost of making such sale and
advertising the Mortgaged Property, and attorneys fees and legal expenses as
herein provided, pay to Beneficiary the amount of the Obligations (as
hereinafter defined), including all monies advanced by Beneficiary for any
purpose authorized herein or by law with interest thereon at the default rate
provided for in the Indenture, rendering the surplus, if any, as provided by
applicable law. The sale or sales and such deed or deeds so made shall be a
perpetual bar, both in law and equity, against Grantor and all other persons
claiming the Mortgaged Property or any part thereof, by, from, through or under
Grantor. The legal holder of the Obligations may purchase the Mortgaged Property
or any part thereof; and it shall not be obligatory upon the purchaser or
purchasers at any such sale to see to the application of the purchase money. If
a release deed is required, Grantor hereby agrees to pay all the expenses
thereof.  IN TRUST HOWEVER, FOR THE PURPOSE OF SECURING, unto
Beneficiary, its successors and assigns in such order of priority as
Beneficiary may elect, all now existing and hereafter arising obligations,
liabilities and indebtedness of Grantor or any of its Subsidiaries to any
Holder or the Beneficiary of every kind and description arising under this Deed
of Trust, the Notes, the Indenture, or by operation of law in connection
therewith, whether direct or indirect, absolute or contingent, joint or
several, secured or unsecured, due or not due, primary or secondary, liquidated
or unliquidated, whether arising before, during or after the initial or any
renewal term of the Notes and/or the Indenture, or after the commencement of
any case with respect to Grantor under the United States Bankruptcy Code or any
similar statute and whether incurred by Grantor as principal, surety, endorser,
guarantor or otherwise, and including fees, charges, indemnities, commissions,
costs, expenses, and attorneys and accountants fees and expenses in
connection with any of the foregoing (collectively referred to as the Obligations),
including, but not limited to, (a) obligations, liabilities and indebtedness
evidenced by, arising under or related to the Notes and (b) all amounts
referred to in Section 3.2 hereof.  PROVIDED,
HOWEVER, that if Grantor shall pay or cause to be paid to the
Beneficiary all of the Obligations, including the principal and interest, and
any fees, charges, costs or expenses related thereto, to become due thereupon
at the time and in the matter stipulated in the Securities and the Indenture,
and shall satisfy and perform all covenants contained in the  4 
   Indenture then, in such case, the estate, right, title and interest of
Trustee in the Mortgaged Property shall cease, determine and become void, and
upon proof being given to the satisfaction of Trustee that the Obligations have
been indefeasibly paid and satisfied, Trustee or Beneficiary, as the case may
be, shall, upon the receipt of the written request of Grantor and at Grantors
cost and expense, cancel, release and discharge this Deed of Trust.  ARTICLE 1 REPRESENTATIONS,
WARRANTIES AND COVENANTS  Grantor hereby unconditionally represents, warrants
and covenants with and to Trustee and Beneficiary as follows (which
representations, warrants and covenants have been and will continue to be
relied upon by Beneficiary):  1.1Performance
of Indenture. 
Grantor shall perform and observe and shall comply with all provisions
of this Deed of Trust, the Indenture and the Environmental Compliance and
Indemnity Agreement of even date herewith, executed by Grantor and The Buick
Resource Recycling Facility, LLC in favor of Beneficiary (the Environmental
Indemnity).  1.2           General Representations, Warranties
and Covenants.  Grantor
represents, warrants and covenants that:  (a)           Grantor is seized of an indefeasible
estate in fee simple in, and has good and absolute title to, the Land and has a
good, merchantable and insurable leasehold estate in the Interests, and has
good right, full power and lawful authority to mortgage and pledge the
same  as provided herein and Beneficiary
may at all times peaceably and quietly enter upon, hold, occupy and enjoy the Mortgaged
Property in accordance with the terms hereof;  (b)           the Mortgaged Property is free and
clear of all liens, encumbrances and easements whatsoever except: (i) the liens
permitted under Section 4.14 of the Indenture and (ii) those liens,
encumbrances and easements described in Exhibit B, attached hereto and
made a part hereof (the Permitted Encumbrances), which liens,
encumbrances and easements do not interfere with the use of the Mortgaged
Property or the ordinary conduct of Grantors business as presently, or
proposed to be, conducted thereon and do not impair the value of the affected
property;  (c)           Grantor will maintain and preserve
the lien of this Deed of Trust as a first and prior lien, subject only to the
Permitted Encumbrances, until the obligations secured hereby have been indefeasibly
paid in full;  (d)           this Deed of Trust is a valid and
binding obligation enforceable in accordance with the terms contained herein,
and the execution and delivery hereof does not contravene any contract or
agreement to which Grantor is a party or by which Grantor or any of its
properties may be bound and does not contravene any law, order, decree, rule or
regulation to which Grantor or its assets and properties (including, but not
limited to, the Mortgaged Property) is subject;  5 
   (e)           all costs arising from construction
of any improvements and the purchase of all equipment located on the Mortgaged
Property have been paid, except to the extent any such equipment is purchased
subject to any lien permitted hereunder or under the Indenture;  (f)            electric, gas, sewer, water
facilities and any other necessary utilities are as of the date hereof,
available in sufficient capacity to service the Mortgaged Property
satisfactorily and Grantor shall at all times hereafter take any action
required to cause such utilities to be available in sufficient capacity to
service the Mortgaged Property satisfactorily, and any easements necessary to
the furnishing of such utility service to Grantor have been obtained; and  (g)           the representations, warranties and
covenants made by Grantor and each guarantor of the Obligations (said
guarantors being hereinafter referred to jointly and severally as the Guarantors)
in the Indenture are incorporated herein by reference and made a part hereof.  1.3           Representations, Warranties and
Covenants with Respect to Master Leases.  (a)           Grantor represents, warrants and
covenants that:  (i)            Grantor will promptly pay when due
and payable the fees, royalties, rentals, additional rentals and other charges
provided for under the terms and provisions of the Master Leases;  (ii)           Grantor will promptly perform and
observe all of the terms, covenants and conditions required to be performed and
observed by Grantor under the Master Leases, within the grace periods provided
in the Master Leases or such lesser grace periods as are provided in this Deed
of Trust, and will do all things necessary to preserve and to keep unimpaired
its rights under the Master Leases and Grantor will enforce the obligations of
the lessor under the Master Leases, to the extent that Grantor may enjoy all of
the rights granted to it under the Master Leases;  (iii)          Grantor will promptly notify
Beneficiary of any default by Grantor in the performance and observance of any
of the terms, covenants or conditions on the part of Grantor to be performed or
observed under the Master Leases;  (iv)          Grantor will: (A) promptly notify
Beneficiary of the receipt by Grantor of any notice from the lessor under the
Master Leases pursuant to the provisions thereof; and (B) promptly cause a copy
of each such notice received by Grantor from any lessor under the Master Leases
to be delivered to Beneficiary;  (v)           Grantor will not, without the prior
consent of Beneficiary, terminate, cancel, modify, supplement or surrender or
suffer or permit any termination, modification or surrender of the Master
Leases and will not subordinate or consent to the subordination of the Master
Leases to any mortgage on the lessors interest in the property demised by the
Master Leases; provided, however, that notwithstanding the
foregoing, prior to the occurrence of an Event of Default or an act, condition
or event which with notice or passage of time (or both) would constitute an
Event of Default, Grantor may modify the Master Leases  6 
   from time to time provided,
however, that (A) such modifications do not adversely affect the rights
or materially increase the obligations or liabilities of Grantor or any site
thereunder or of the holder of any mortgage on the leasehold estate created by
the Master Leases, and (B) a true copy of such modification is promptly
delivered to Beneficiary, and, provided, further, that, Grantor
hereby assigns to Beneficiary, as additional collateral for repayment of the
Obligations, all of Grantors rights and privileges as lessee under the Master
Leases to terminate, cancel, surrender, modify, change, supplement, extend,
renew or amend the Master Leases, and any such termination, cancellation,
surrender, modification, change, supplement, extension, renewal or amendment of
the Master Leases without the prior written consent of Beneficiary (except as
hereinabove provided) shall, at Beneficiarys option, be void and of no force
and effect;  (vi)          Grantor will, within ten (10) days
after demand from Beneficiary, obtain from the lessors under the Master Leases
and deliver to Beneficiary a certificate that the Master Leases are unmodified
and in full force and effect and the date to which the fees, royalties, rentals,
additional rentals and other charges payable thereunder have been paid, and
stating whether to the lessors knowledge Grantor is in default in the
performance of any covenants, agreements or conditions contained in the Master
Leases and, if so, specifying such default;  (vii)         the Master Leases are valid and in full
force and effect in accordance with their terms without modification and no
default under the Master Leases has occurred and is continuing;  (viii)         the execution and delivery of this Deed
of Trust is permitted under the Master Leases;  (ix)           promptly upon the request of
Beneficiary, Grantor shall deliver to Beneficiary true, correct and complete
copies of all of the Master Leases;  (x)             as of the date hereof, all of the
fees, royalties, rentals, additional rentals and other charges payable under
the Master Leases prior to the date hereof have been paid;  (xi)           in no event shall Grantor do or
permit to be done, or omit to do or permit the omission of, any act or thing
that would constitute grounds for the impairment, forfeiture or termination of
any Interests (in whole or in part) or in Grantors use thereof, which in
Beneficiarys determination is beneficial to the operation of Grantors
business; and  (xii)          if the term of any of the Master
Leases is scheduled to expire prior to the payment in full of the Obligations
and all interest and other charges thereon and Grantor has the option to renew
such term, Grantor shall effectively exercise such option and deliver to
Beneficiary proof of such exercise, at least thirty (30) days before the
expiration of the period during which such option may be exercised, and Grantor
hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with
an interest to exercise any such options within such thirty (30) day period if
Beneficiary has not theretofore exercised same.  (b)           Grantor
shall, upon written request of Beneficiary, cause each fee owner  7 
   of the Interests (including, without limitation, the State of Missouri
and the federal government, as applicable) to be properly notified in writing
of the assignment made or proposed to be made hereby and has obtained or shall
obtain, from each such owner whose consent is required, a consent to assignment
in a form satisfactory to Beneficiary.  (c)           No
release or forbearance of any of Grantors obligations in respect of any of the
Interests, pursuant to the related Master Lease or otherwise, to the extent any
such release or forbearance would diminish or otherwise impair the security of
the Mortgaged Property, shall release Grantor from any of its obligations under
this Deed of Trust, including its obligations with respect to the payment or
the performance of all of the applicable terms, provisions, covenants, conditions
and agreements contained herein.  1.4           Compliance with Laws.  Grantor, at its cost and expense shall
promptly comply with all laws, orders, rules and regulations of any and all
governmental authorities and agencies having jurisdiction over the use or
occupancy of any part of the Mortgaged Property or the construction of any and
all improvements thereon, including without limitation, all building, zoning,
environmental, safety and health and sanitation laws, orders, rules and
regulations, subject to Section 1.8 hereof as to environmental matters. Grantor
shall promptly comply with any and all requirements of any insurer of any
portion of the Mortgaged Property and any and all rules and regulations of any
insurance commission or board of fire underwriters having jurisdiction over the
Mortgaged Property.  Grantor, at its
cost and expense, shall procure and continuously maintain in full force and
effect all permits, licenses and other authorizations required for construction
of improvements, for any permitted use of the Mortgaged Property or any part
thereof then being made and for the lawful and proper installation, operation
and maintenance of the premises. Grantor shall not use or permit to be used any
part of the Mortgaged Property for any unlawful, dangerous, noxious or
offensive use or business and will not cause or maintain any nuisance on the
Mortgaged Property. If Grantor receives notice from any Federal, State or other
governmental authority that it is not in compliance with any such law, order, rule
or regulation, Grantor will provide Beneficiary with a copy of such notice
promptly, subject to Section 1.8 hereof as to environmental matters.  1.5Taxes
and Other Charges.  (a)           Taxes
and Assessments.  Subject to the
provisions of this Section 1.5, Grantor shall pay, or cause to be paid,
promptly when due and before penalty or interest accrue thereon, all taxes,
assessments, rates, dues, charges, fees, levies, fines, impositions,
liabilities, obligations and encumbrances of every kind whatsoever, foreseen or
unforeseen, ordinary or extraordinary, that now or at any time hereafter may be
imposed, levied or assessed upon or against the Mortgaged Property or any part
thereof, or upon or against this Deed of Trust or the Obligations secured
hereby, or upon or against the interest of Beneficiary in the Mortgaged
Property, as well as all income taxes, assessments and other governmental
charges levied and imposed by the United States of America or any state,
county, municipality or other taxing authority upon or against Grantor or in
respect of the Mortgaged Property or any part thereof; provided, however,
that Grantor may, at its expense, in good faith, by appropriate proceedings
duly instituted and diligently prosecuted (including without limitation payment
of the asserted tax or assessment under protest if such payment must be made in
order to contest such tax or assessment), contest the validity, applicability
or amount of any asserted tax or assessment. After  8 
   written notice to Beneficiary, pending such contest, Grantor shall not
be deemed in default hereunder if on or before the due date of the asserted tax
or assessment Grantor establishes an escrow acceptable to Beneficiary in an
amount estimated by Beneficiary in its sole discretion to be adequate to cover
the payment of such tax or assessment with interest, costs and penalties and an
additional sum to cover possible interest, costs and penalties (including for
this purpose any escrow required to be established by Grantor under applicable
law, to the extent Beneficiary shall determine that the amount of any such
escrow is sufficient, in its sole discretion); and, if the amount of such
escrow is thereafter insufficient to pay any amount adjudged by a court of
competent jurisdiction to be due, with all interest, costs and penalties
thereon, Grantor shall pay such deficiency no later than the date such judgment
becomes final.  (b)           Mechanics
and Other Liens.  Grantor shall not
permit any mechanics or other liens to be filed or to exist against the
Mortgaged Property by reason of work, labor, services or materials supplied or
claimed to have been supplied to, for or in connection with the Mortgaged
Property or to Grantor or anyone holding the Mortgaged Property or any part
thereof through or under Grantor; provided, however, that if any
such lien shall at any time be filed, Grantor shall, within thirty (30) days
after notice of the filing thereof but subject to the right of contest as set
forth herein, cause the same to be discharged of record by payment, deposit,
bond, order of a court of competent jurisdiction, or otherwise, subject to
Section 1.8 hereof as to environmental matters. Notwithstanding anything to the
contrary contained herein, Grantor shall have the right, at its own expense and
after written notice to Beneficiary, by appropriate proceedings duly instituted
and diligently prosecuted, to contest in good faith the validity, applicability
or amount of any such lien if Grantor establishes an escrow acceptable to
Beneficiary in an amount estimated by Beneficiary in its sole discretion to be
adequate to cover the payment of the amount being contested with interest,
costs and penalties and an additional sum to cover possible interest, costs and
penalties (including for this purpose any escrow required to be established by
Grantor under applicable law, to the extent Beneficiary shall determine that
the amount of any such escrow is sufficient, in its sole discretion); and, if
the amount of such escrow is insufficient to pay any amount adjudged by a court
of competent jurisdiction to be due, with all interest, costs and penalties
thereon, Grantor shall pay such deficiency no later than the date such judgment
becomes final.  (c)           Taxes
Affecting Beneficiarys Interest. 
If the federal, or any state, county, local, municipal or other,
government or any subdivision of any thereof having jurisdiction, shall levy,
assess or charge any tax (excepting therefrom any income tax on Beneficiarys
receipt of interest payments on the principal portion of the loan amounts),
assessment, or imposition or other charge upon this Deed of Trust, the
Obligations, the Securities or the Indenture, the interest of Beneficiary in
the Mortgaged Property, or any of the foregoing, or upon Beneficiary by reason
of or as holder of any of the foregoing, or shall at any time or times require
revenue or other stamps to be affixed to this Deed of Trust, the Obligations,
the Securities or the Indenture, Grantor shall pay all such taxes, assessments,
impositions or other charges and stamps to or for Beneficiary as they become
due and payable.  (d)           Tax
Escrow.  Notwithstanding anything to
the contrary contained herein, in order to secure the performance and discharge
of Grantors obligations under this Section 1.5, but not in lieu of such
obligations, Grantor, upon Beneficiarys request at any time following a  9 
   Trigger Default (as defined in the Senior Deed of Trust referred to in
Section 4.19), shall pay over to Beneficiary an amount equal to one-twelfth
(1/12th) of the next maturing annual taxes, assessments and charges (which
charges for purposes of this paragraph shall include, without limitation, water
and sewer rents) of the nature described in this Section 1.5 for each month
that has elapsed since the last date to which such taxes, assessments and
charges were paid; and Grantor shall, in addition, upon Beneficiarys request,
pay over to Beneficiary together with each installment on the Obligations
sufficient funds (as estimated from time to time by Beneficiary in its good
faith discretion) to permit Beneficiary to pay when due said taxes, assessments
and charges. Upon Beneficiarys request, Grantor shall also deliver to
Beneficiary such additional monies as are required to make up any deficiencies
in the amounts necessary to enable Beneficiary to pay such taxes, assessments
and similar charges. Such deposits shall not be, nor be deemed to be, trust
funds but may be commingled with the general funds of Beneficiary and no
interest shall be payable in respect thereof. At any time on or after the
occurrence of an Event of Default, Beneficiary may apply to the reduction of
the Obligations secured hereby, in such manner as Beneficiary shall determine,
any amount under this Section 1.5(d) remaining to Grantors credit. Grantor
shall not be required to pay to Beneficiary any amounts in respect of taxes,
assessments and charges under this subsection to the extent Beneficiary has
previously received from Grantor amounts sufficient to pay the next maturing
annual ad valorem taxes, assessments and charges.  (e)           No
Credit Against the Obligations Secured Hereby.  Grantor shall not claim, demand or be entitled to receive any
credit, against the principal or interest payable on the Obligations for so
much of the taxes, assessments or similar impositions assessed against the
Mortgaged Property or any part thereof or that are applicable to the
Obligations secured hereby or to Beneficiarys interest in the Mortgaged Property.
No deduction shall be claimed from the taxable value of the Mortgaged Property
or any part thereof by reason of the Obligations, this Deed of Trust or any
other instrument securing the Obligations.  (f)            Insurance.  (i)            Grantor
shall at its expense obtain for, deliver to, assign and maintain for the
benefit of Beneficiary, during the life of this Deed of Trust, insurance
policies in such amounts as Beneficiary may reasonably require, upon and
relating to the Mortgaged Property against personal injury and death, loss by
fire, vandalism and theft and such other insurable hazards, casualties and
contingencies (including without limitation loss of rentals or business
interruption), as are normally and usually covered by extended coverage, all
risk policies in effect where the Mortgaged Property is located and such other
risks as Beneficiary may specify from time to time and including flood
insurance in the maximum amount of coverage available if the Mortgaged Property
or any part thereof is in an area designated by the Department of Housing and
Urban Development, the Federal Insurance Administration or other governmental
agency as subject to special flood risks, whether pursuant to the Flood
Disaster Protection Act of 1973, any successor statute or otherwise. Grantor
shall pay promptly when due any premiums on such insurance policies and on any
renewals thereof. The form of such policies and the companies issuing them
shall be reasonably acceptable to Beneficiary. All such policies and renewals
thereof shall be held by Beneficiary and shall contain a noncontributory
standard mortgagees endorsement making losses payable to Beneficiary as its
interests may appear. Not  10 
   less than thirty (30) days prior to the expiration date of the
insurance policies required to be maintained by Grantor, Grantor shall deliver
to Beneficiary one or more certificates of insurance evidencing renewal of the
insurance coverage required hereunder plus such other evidence of payment of premiums
therefor as Beneficiary may request. In the event of loss, Grantor will give
immediate written notice to Beneficiary and Beneficiary may make proof of loss
if not made promptly by Grantor. In the event of the foreclosure of this Deed
of Trust or any other transfer of title to the Mortgaged Property in
extinguishment of the Obligations secured hereby, all right, title and interest
of Grantor in and to all insurance policies and renewals thereof then in force
shall pass to the purchaser or grantee. All such policies shall provide that
(A) they shall not be subject to cancellation or substantial modification
without at least thirty (30) days prior written notice to Beneficiary, (B) they
shall not be invalidated as to any one insured by any act or neglect of any
other insured and (C) the insurance carrier waives subrogation, if such waiver
of subrogation can be obtained at rates which Beneficiary determines to be
commercially reasonable.  (ii)           Pursuant
to its rights granted hereunder in all proceeds from any insurance policies,
Beneficiary is hereby authorized and empowered (but not obligated), to act as
attorney-in-fact at its option in obtaining and adjusting, settling or
compromising any loss under any insurance policies on the Mortgaged Property.
Beneficiary is hereby authorized and empowered (but not obligated) to collect
and receive the proceeds from any insurance policies on the Mortgaged Property.
Each insurance company is hereby authorized and directed to make payment for
all such losses directly to Beneficiary alone and not to Grantor and
Beneficiary jointly. After deducting from such insurance proceeds any
reasonable expenses incurred by Beneficiary in the collection or handling of
such funds, at its option, Beneficiary may apply the net proceeds received at
any time either to the costs of repair or replacement of any of the Mortgaged
Property and/or to payment of any of the Obligations, whether or not due, in
any order and in such manner as Beneficiary, in its sole discretion, may
determine.  (iii)          In
order to secure the performance and discharge of Grantors obligations under
this Section 1.5(f), but not in lieu of such obligations, Grantor, upon
Beneficiarys request at any time following a Trigger Default, shall pay over
to Beneficiary an amount equal to one-twelfth (1/12th) of the next maturing
annual insurance premiums for each month that has elapsed since the last date
to which such premiums were paid; and Grantor shall, in addition, upon
Beneficiarys request, pay over to Beneficiary sufficient funds (as estimated
from time to time by Beneficiary in its good faith discretion) to permit
Beneficiary to pay said premiums when due. Such deposits shall not be, nor be
deemed to be, trust funds but may be commingled with the general funds of Beneficiary,
and no interest shall be payable in respect thereof. Upon Beneficiarys
request, Grantor shall also deliver to Beneficiary such additional monies as
are necessary to make up any deficiencies in the amounts necessary to enable
Beneficiary to pay such premiums when due. Grantor shall not be required to pay
to Beneficiary any amounts in respect of insurance premiums under this
subsection to the extent Beneficiary has previously received from Grantor
amounts sufficient to pay the next maturing annual insurance premiums.  (g)           Non-Impairment
of Beneficiarys Rights.  Nothing
contained in either of Section 1.5(d) or Section 1.5(f)(iii) shall be deemed to
affect any right or remedy of Beneficiary  11 
   under any provision of this Deed of Trust, the Securities or the
Indenture, or of any statute or rule of law to pay any amount required to be
paid by Section 1.5(a) and 1.5(f) and to add the amount so paid to the
Obligations hereby secured. The arrangements provided for in Sections 1.5(d)
and 1.5(f)(iii) are solely for the added protection of Beneficiary. In the
event Beneficiary elects to apply any amounts paid to it by or on behalf of
Grantor pursuant to Section 1.5(d) or Section 1.5(f)(iii) hereof in respect of taxes
or insurance premiums (but not any amounts established as reserves by
Beneficiary) to the Obligations, Beneficiary shall notify Grantor of such
election in a timely manner.  1.6           Condemnation. 
Grantor, immediately upon obtaining knowledge of the institution of any
proceedings for the condemnation of the Mortgaged Property, or any portion
thereof, shall notify Beneficiary that such proceedings are pending.
Beneficiary shall be entitled to all compensation awards, damages, claims,
rights of action and proceeds of, or on account of, any damage or taking
through condemnation and is hereby authorized, at its option to commence,
appear in and prosecute in its own or Grantors name any action or proceeding
relating to any condemnation and to settle or compromise any claim in
connection therewith. Beneficiary is hereby authorized to collect and receive
said awards, damages and other proceeds and to give proper receipts and
acquittances therefor. All such compensation awards, damages, claims, rights of
action and proceeds, and any other payments or relief, and the right thereto,
are included in the Mortgaged Property. After deducting therefrom all its
reasonable expenses including reasonable attorneys fees and reasonable legal
expenses, at its option, Beneficiary may apply the net proceeds received at any
time either to the costs of replacement of any of the Mortgaged Property and/or
to payment of any of the Obligations, whether or not then due, in any order and
in such manner as Holder, in its discretion, may determine. Grantor agrees to
execute such further assignments of any compensation awards, damages, claims,
rights of action and proceeds as Beneficiary may reasonably require.  Notwithstanding any such condemnation, Grantor
shall continue to pay interest, computed at the interest rate provided in the
Indenture, on the entire unpaid principal amount thereof.  1.7           Care of Mortgaged Property.  (a)           Grantor
shall preserve and maintain, or cause to be preserved and maintained, the
Mortgaged Property including all appurtenances thereto in good repair and
condition and in compliance with the requirements, if any, of any encumbrances
permitted hereunder, at its own cost, and will from time to time make, or cause
to be made, all repairs, replacements, renewals and payments necessary to
continue to maintain the Mortgaged Property in such state of repair, condition
and compliance. Grantor shall not permit, commit or suffer any waste,
impairment or deterioration of the Mortgaged Property or of any part thereof,
ordinary wear and tear excepted and except to the extent that the removal of
minerals by Grantor in the ordinary course of its business may impair or reduce
the value of the Mortgaged Property as a result of the removal of such
minerals, subject to Section 1.8 hereof as to environmental matters.  (b)           Except
as otherwise provided in this Deed of Trust, no part of the Mortgaged Property
shall be removed, demolished or altered, without the prior written consent of
Beneficiary and provided that such removal, demolition or alteration does not
result in a material diminution in the value of the Mortgaged Property or any
portion thereof, or impair the use of the remaining Mortgaged Property in any
material respect, subject to Section 1.8 hereof as  12 
   to environmental matters, except to the extent that the removal by
Grantor of minerals from the Mortgaged Property in the ordinary course of the
business of Grantor may result in the material diminution in the value of the
Mortgaged Property. Grantor shall have the right, without such consent, to
remove and dispose of free from the lien of this Deed of Trust any part of the
Mortgaged Property as from time to time may become worn out or obsolete
provided that, either simultaneously with or prior to such removal, any such
property shall be replaced with other property of equal utility and of a value
at least equal to that of the replaced equipment when first acquired and free
from any security interest of any other person, except to the extent any
property is purchased subject to liens otherwise permitted hereunder or under
the Indenture. Any such substituted property shall be deemed to be part of the
Mortgaged Property and shall be subject to the lien of this Deed of Trust.  (c)           Beneficiary
or its representatives shall at all reasonable times have free access to and
right of inspection of the Mortgaged Property upon prior notice to Grantor at
all reasonable times prior to an Event of Default and at any time without
notice to Grantor after an Event of Default.  (d)           Except
as otherwise provided herein, if any part of the Mortgaged Property shall be
lost, damaged or destroyed by fire or any other cause, Grantor shall give
immediate written notice thereof to Beneficiary and shall promptly restore the
Mortgaged Property to the equivalent of its condition immediately preceding
such loss, damage or destruction, regardless of whether or not there shall be
any insurance proceeds therefor. If all or a part of the Mortgaged Property
shall be lost, physically damaged, or destroyed through condemnation, Grantor
shall promptly restore, repair or alter the remaining property in a manner
satisfactory to Beneficiary, except as Beneficiary may otherwise agree or if
Grantor furnishes additional collateral acceptable to Beneficiary of equal or
greater value than said Mortgaged Property prior to it being lost, physically
damaged or destroyed. The removal of minerals by Grantor from the Mortgaged
Property in the ordinary course of its business shall not constitute loss or
damage to the Mortgaged Property for purposes of this Section 1.7.  1.8           Environmental Matters.  As long as any Credit Obligation remains
outstanding, Grantor shall comply with all applicable obligations and covenants
contained in the Environmental Compliance and Indemnity Agreement of even date
herewith, executed by the Grantor and The Buick Resource Recycling Facility,
LLC.  1.9           Further Assurances.  At any time and from time to time, as long
as any Credit Obligation remains outstanding, upon Beneficiarys reasonable
good faith request, Grantor shall make, execute and deliver, or cause to be
made, executed and delivered, to Beneficiary and where appropriate shall cause
to be recorded or filed, and from time to time thereafter to be re-recorded and
re-filed at such time and in such offices and places as shall be deemed
desirable by Beneficiary, at Grantors cost and expense, any and all such
further deeds of trust, deeds to secure debt, mortgages, security agreements,
financing statements, instruments, notices of assignments, transfers and
assurances (including without limitation any and all acts necessary to notify
and obtain the consent of the State of Missouri (Missouri) and the
Bureau of Land Management (the BLM) of the Federal government and any
other governmental agency having jurisdiction with respect to the collateral
assignment of the Interests pursuant to this Deed of Trust and to any
subsequent assignment to a purchaser of such Interests at any public or private  13 
  sale thereof pursuant to the terms of the Indenture)
and other documents as Beneficiary shall from time to time require, for the
better assuring, conveying, assigning, transferring, hypothecating, pledging,
perfecting and confirming unto Trustee the property and rights hereby conveyed
or assigned or intended now or hereafter so to be, or which Grantor may be or
may hereafter become bound to convey or assign to Trustee or Beneficiary, or
for carrying out the intention of or facilitating the performance of the terms
of this Deed of Trust, or for filing, registering or recording this Deed of
Trust or for subjecting any portion of the Mortgaged Property to the lien or
security interest hereof with the priority required therefor hereunder. So long
as any Credit Obligation remains outstanding, Grantor hereby irrevocably
appoints Trustee and Beneficiary and each of them to be its attorney for and in
its name and on its behalf for such purposes, and generally to use its name in
the exercise of all or any of the powers hereby conferred on Trustee or
Beneficiary with full power of substitution, and specifically to execute in its
name and on its behalf all instruments, including assignments of the Interests,
required to obtain the consent, approval or authorization of Missouri and the
BLM and any other governmental agency having jurisdiction with respect to the
collateral assignment of the Interests pursuant hereto. The power and authority
hereby given and granted by Grantor to Trustee and Beneficiary shall be deemed
coupled with an interest and shall not be revocable by Grantor.  1.10         Security Agreements and Financing
Statements.  (a)           Grantor
(as Debtor) hereby grants to Beneficiary (as Secured Party) a security interest
in and continuing lien upon all fixtures, machinery, appliances, equipment,
furniture and personal property of every nature whatsoever constituting part of
the Mortgaged Property.  (b)           Grantor
shall execute any and all such documents, including without limitation,
financing statements pursuant to the Uniform Commercial Code of Missouri, as
Beneficiary may request, to preserve and maintain the priority of the lien
created hereby on property which may be deemed personal property or fixtures,
and shall pay to Beneficiary on demand any expenses incurred by Beneficiary in
connection with the preparation, execution, authorization and filing of any
such documents. Grantor hereby authorizes and empowers Beneficiary, on
Grantors behalf, to execute, authenticate and file, in any manner permitted
under the Uniform Commercial Code, including electronic filing, all financing
statements and re-filings and continuations thereof as Beneficiary deems
necessary or advisable to create, perfect, preserve and protect said lien. When
and if Grantor and Beneficiary shall respectively become the Debtor and Secured
Party in any Uniform Commercial Code financing statement affecting the
Mortgaged Property, this Deed of Trust shall be deemed a security agreement as
defined in said Uniform Commercial Code and the remedies for any violation of
the covenants, terms and conditions of the agreements herein contained shall be
(i) as prescribed herein and in the Securities and the Indenture, (ii) by
general law, or (iii) as to such part of the security which is also reflected
in said financing statement by the specific statutory consequences now or
hereafter enacted and specified in the Uniform Commercial Code, all at
Beneficiarys election.  (c)           Grantor
and Beneficiary agree that the filing of a financing statement in the records
normally having to do with personal property shall never be construed as in any
way derogating from or impairing the express declaration and intention of the
parties hereto, hereinabove stated, that everything used in connection with the
production of income from the  14 
   Mortgaged
Property and/or adapted for use therein and/or which is described or reflected
in this Deed of Trust is, and at all times and for all purposes and in all
proceedings both legal or equitable, shall be regarded as part of the real
estate encumbered by this Deed of Trust irrespective of whether (i) any such
item is physically attached to the Improvements, (ii) serial numbers are used
for the better identification of certain equipment items capable of being thus
identified in a recital contained herein or in any list filed with Beneficiary,
or (iii) any such item is referred to or reflected in any such financing
statement so filed at any time. Similarly, the mention in any such financing
statement of (A) rights in or to the proceeds of any fire and/or hazard
insurance policy, or (B) any award in eminent domain proceedings for a taking
or for loss of value, or (C) Grantors interest as lessor in any present or
future lease or rights to income growing out of the use and/or occupancy of the
Mortgaged Property, whether pursuant to lease or otherwise, shall never be
construed as in anyway altering any of the rights of Beneficiary as determined
by this instrument or impugning the priority of Beneficiarys lien granted
hereby or by any other recorded document, but such mention in the financing
statement is declared to be for the protection of Beneficiary in the event any
court or judge shall at any time hold with respect to (A), (B) and (C) that
notice of Beneficiarys priority of interest to be effective against a
particular class of persons, including but not limited to the Federal
government and any subdivisions or entity of the Federal government, must be
filed in the Uniform Commercial Code records.  1.11         After-Acquired
Mortgaged Property.  To the
extent permitted by and subject to applicable law, the lien of this Deed of
Trust will automatically attach, without further act, to all after-acquired
property located in or on, or attached to, or used or intended to be used in
connection with, or with the operation of, the Mortgaged Property or any part
thereof.  1.12         Expenses.  (a)           Grantor shall
promptly pay all appraisal fees, environmental assessment and audit fees,
recording fees, taxes, brokerage fees and commissions, abstract fees, title
policy fees, escrow fees, attorneys and paralegals fees and expenses, court
costs, and all other costs and expenses of every character which have been
incurred or which may hereafter be incurred by the Trustee or Beneficiary in
connection with: (i) the preparation and execution of the Securities and the
Indenture; (ii) the funding of loans evidenced by the Securities; (iii) upon an
Event of Default, preparation for enforcement of Securities and the Indenture,
whether or not suit or other action is actually commenced or undertaken; (iv)
enforcement of the Securities and the Indenture; (v) court or administrative
proceedings of any kind to which Beneficiary may be a party, either as
plaintiff or defendant, by reason of the Securities and the Indenture; (vi)
preparation for and actions taken in connection with Beneficiarys taking
possession of the Mortgaged Property; (vii) negotiations with Grantor,
Guarantors or any of their respective agents in connection with the existence
or cure of any Event of Default; (viii) any proposed refinancing by Beneficiary
of the Obligations secured hereby; (ix) the transfer of the Mortgaged Property
in lieu of foreclosure; and (x) the approval by Beneficiary of actions taken or
proposed to be taken by Grantor, Guarantors or other person or entity which
approval is required by the terms of this Deed of Trust. Grantor shall, upon
demand by Beneficiary, reimburse Beneficiary for all such expenses which have
been incurred or which shall be incurred by it.  (b)           Grantor shall
indemnify and hold harmless Beneficiary from and against,  15    and reimburse it for, all claims, demands,
liabilities, losses, damages, judgments, penalties, costs and expenses
(including, without limitation, attorneys fees and legal expenses) (all of the
foregoing, collectively, the Indemnified Liabilities) which may be imposed
upon, asserted against, or incurred or paid by it by reason of, on account of
or in connection with any bodily injury or death or property damage occurring
in or upon or in the vicinity of the Mortgaged Property through any cause
whatsoever or asserted against it on account of any act performed or omitted to
be performed thereunder or on account of any transaction arising out of or in
any way connected with the Mortgaged Property, or with this Deed of Trust;
provided, however, that Grantor shall have no obligation hereunder to
Beneficiary for that portion of any Indemnified Liabilities that is determined
in a final non-appealable judgment by a court of competent jurisdiction to have
been caused solely by the gross negligence or willful misconduct of
Beneficiary.  (c)           All amounts, expenses, costs and liabilities incurred or
arising under Paragraphs (a) and (b) of this Section 1.12 shall together be
known as the Expenses.  If Grantor
fails to pay any of the Expenses referred to in Section 1.12 (a), Beneficiary
may pay any amount due under Section 1.12 (a) and add the amounts so paid to
the Obligations hereby secured.  If
Grantor fails to reimburse Beneficiary for any of the Expenses referred to in
Section 1.12 (b), Beneficiary may add the amounts owing by Grantor under
Section 1.12 (b) to the Obligations hereby secured.  Beneficiary shall notify Grantor of its election to exercise its
rights under this Section 1.12 (c), in a timely manner.  1.13         Transfer or
Further Encumbrance of the Mortgaged Property.  (a)           Except as provided in and contemplated by the Asset
Transfer Agreement, of even date herewith between Grantor and the Buick
Resource Recycling Facility, LLC and in Section 4.16 of the Indenture, Grantor
may not sell, convey, assign or otherwise dispose of all or any part of the
Mortgaged Property.  In the event of any
sale, conveyance, transfer, lease, pledge or further encumbrance of the
Mortgaged Property or any interest in or any part of the Mortgaged Property, or
any further assignment of rents (other than encumbrances subject to the right
of Grantor to contest such encumbrances as permitted under Section 1.5 hereof
and the Permitted Encumbrances), at Beneficiarys option, Beneficiary may
declare all Obligations of Grantor to be due and payable immediately without
demand or notice.  (b)           In the event ownership of the Mortgaged Property, or any
part thereof, becomes vested in a person, persons or an entity or entities
other than Grantor, without the prior written approval of Beneficiary,
Beneficiary may, without notice to the Grantor, waive such default and deal
with such successor or successors in interest with reference to the Deed of
Trust, and the Obligations in the same manner as with Grantor, without in any
way releasing, discharging or otherwise affecting the liability of Grantor
hereunder or the Obligations. No sale of the Mortgaged Property shall in any
way whatsoever operate to release, discharge, modify, change or affect the
original liability of Grantor herein, either in whole or in part, nor shall the
full force and effect of this lien be altered thereby. Any deed conveying the
Mortgaged Property, or any part thereof, shall, at Beneficiarys option,
provide that the grantee thereunder assumes all of the Grantors obligations
under the Deed of Trust, the Obligations and all other instruments or
agreements evidencing or securing the repayment of the Obligations. In the
event such deed shall not contain such assumption, the grantee under such deed
shall nevertheless be deemed to have  16    assumed
such obligations by acquiring the Mortgaged Property or such portion thereof
subject to the Deed of Trust.  1.14         Assignment of Rents and Leases.  (a)           Assignment. 
For and in consideration of the sum of Ten and 00/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and in order to secure the full, timely and
indefeasible payment, performance and discharge of the Obligations, Grantor
does hereby GRANT, BARGAIN, SELL and CONVEY absolutely unto Beneficiary the
Leases and the Rents, subject only to the Permitted Encumbrances, if any,
applicable thereto. It is the intent of the parties that no conflict exist
between the absolute assignment contained in this Section 1.14 and the
collateral conveyance contained in the granting clause of this Deed of Trust.
However, if and to the extent any such conflict be perceived to exist as to the
Leases or the Rents, such conflict shall be resolved in favor of the absolute
assignment contained in this Section 1.14. The assignment contained herein
shall be fully operative without any further action on the part of either party
and specifically, Beneficiary shall be entitled, at its option, at any time on
or after the occurrence of an Event of Default to all Rents and Leases, whether
or not Beneficiary takes possession of such property. The foregoing provisions
hereof shall constitute an absolute and present assignment of the Leases and
Rents, subject, however, to the License (as defined below) given to Grantor
provided for below; and the existence or exercise of such right of Grantor
shall not operate to subordinate this assignment to any subsequent assignment,
in whole or in part, by Grantor, and any such subsequent assignment by Grantor
shall be subject to the rights of Beneficiary hereunder. Such assignment and
grant shall continue in effect until the Obligations secured hereby are
indefeasibly paid in full, the execution of this Deed of Trust constituting and
evidencing the irrevocable consent of Grantor to the entry upon and taking possession
of the Mortgaged Property by Beneficiary pursuant to such grant, whether or not
foreclosure has been instituted. Neither the exercise of any rights under this
Section 1.14 by Beneficiary nor the application of any Rents or other benefits
to the Obligations secured hereby, shall cure or waive any default or notice of
default hereunder or invalidate any act done pursuant hereto or to any such
notice, but shall be cumulative of all other rights and remedies.  (b)           Additional Rights and Grantors Limited License.  Grantor hereby further grants to Beneficiary
the right (i) to enter upon and take possession of the Mortgaged Property for
the purpose of collecting the Rents and other benefits, (ii) to dispossess by
the usual summary proceedings any tenant defaulting in the payment thereof to
Beneficiary, (iii) to let the Mortgaged Property or any part thereof, and (iv)
to apply Rents and other benefits, after payment of all necessary charges and
expenses, on account of the Obligations secured hereby; provided, however,
that Beneficiary hereby grants to Grantor a limited license (the License),
nonexclusive with the rights of Beneficiary, to exercise and enjoy all
incidences of ownership of the Leases and the Rents, including, without
limitation, the right to collect, demand, sue for, attach, levy, recover and
receive the Rents, so long as no Event of Default has occurred hereunder. Upon
the occurrence of any such Event of Default, the License hereby given to
Grantor shall terminate and such License shall not be reinstated upon a cure of
such Event of Default without Beneficiarys specific written consent.  17    (c)           Enforcement of Leases.  (i)            So long as the
License is in effect, Grantor shall (A) duly and punctually perform and comply
with any and all representations, warranties, covenants and agreements
expressed as binding on it under any Lease, (B) maintain each of the Leases in
full force and effect during the term thereof, (C) appear in and defend any
action or proceeding in any manner connected with any of the Leases, (D)
deliver to Beneficiary execution counterparts of all Leases promptly upon
Beneficiarys request, and (E) deliver to Beneficiary such further information,
and execute and deliver to Beneficiary such further assurances and assignments,
with respect to the Leases as Beneficiary may from time to time request.  (ii)           Without
Beneficiarys prior written consent, so long as the License is in effect,
Grantor shall not (A) do or knowingly permit to be done anything to impair the
value of any of the Leases, (B) accept deposits to exceed one (1) months rent
for any one lessee,(C) collect any of the Rent more than
thirty (30) days in advance of the time when the same becomes due under the
terms of any Lease, (D) discount any future accruing Rent, (E) amend, modify or
terminate any Lease or (F) assign or grant a security interest in or to the
License or any of the Leases.  (d)           Remedies. 
Upon or at any time after the occurrence of any Event of Default,
Beneficiary, at its option and in addition to the remedies provided in Article
3 hereof, shall have the complete, continuing and absolute right, power and
authority to terminate the License. Thereafter, Beneficiary shall have the
exclusive right, power and authority (but not the obligation) regardless of
whether a foreclosure sale of the remainder of the Mortgaged Property has
occurred under this Deed of Trust, or whether Beneficiary has taken possession
of the remainder of the Mortgaged Property or attempted to do any of the same
(but not the obligation) to collect, demand, sue for, attach, levy, recover and
receive any Rent, to give proper receipts, releases and acquittances therefor
and, after deducting the expenses of collection, to apply the net proceeds thereof
as a credit upon any portion of the Obligations selected by Beneficiary,
notwithstanding that such portion selected may not then be due and payable or
that such portion is otherwise adequately secured. Grantor hereby authorizes
and directs any lessee of the Mortgaged Property to deliver any such payment
to, and otherwise to attorn all other obligations under the Leases direct to,
Beneficiary. Grantor hereby ratifies and confirms all that Beneficiary shall do
or cause to be done by virtue of this Section 1.14. No lessee shall be required
to inquire into the authority of Beneficiary to collect any rent, and any
lessees obligation to Grantor shall be absolutely discharged to the extent of
its payment to Beneficiary. No action referred to in this Section 1.14 taken by
Beneficiary shall constitute an election of remedy.  (e)           No Obligation of Beneficiary.  Neither the acceptance by Beneficiary of the
assignment granted in this Section 1.14, nor the granting of any other right,
power, privilege or authority in this Section 1.14 or elsewhere in the Deed of
Trust, nor the exercise of any of the aforesaid, shall (i) prior to the actual
taking of physical possession and operational control of the Mortgaged Property
by Beneficiary, be deemed to constitute Beneficiary as a mortgagee in
possession or (ii) at any time thereafter, obligate Beneficiary (A) to appear
in or defend any action or proceeding relating to the Leases, the Rents or the
remainder of the Mortgaged Property, (B) to take any action hereunder, (C) to expend
any money or incur any expenses or perform or discharge any obligation, duty or
liability with respect to any lessee of the Mortgaged  18 
   Property,
(D) to assume any obligation or responsibility for any deposits which are not
physically delivered to Beneficiary or (E) for any injury or damage to person
or property sustained in or about the Mortgaged Property.  (f)            No Merger of Estates.  So long as any part of the Obligations secured hereby remain
unpaid and undischarged, unless Beneficiary shall otherwise consent, the fee
title to the Land and the leasehold estate in the Interests subject to the
Master Leases shall not merge but rather shall remain separate and distinct,
notwithstanding the union of such estates either in Grantor, Beneficiary, the
lessor, or the lessee under the Master Leases or any third party by purchase or
otherwise. Grantor further covenants and agrees that, in case it shall acquire
the fee title, or any other estate, title or interest in the Land, the
Interests or any part thereof, covered by the Master Leases, this Deed of Trust
shall attach to and cover and be a lien upon such other estate so acquired, and
such other estate so acquired by Grantor shall be considered as granted and released,
assigned, transferred, mortgaged, pledged and set over unto Beneficiary and the
lien hereof spread to cover such estate with the same force and effect as
though specifically herein granted and released, assigned, conveyed,
transferred, mortgaged, pledged and set over to Beneficiary, subject only to
any liens or encumbrances then affecting such fee interest or other estate.  ARTICLE 2 EVENTS OF DEFAULT  All obligations shall become
immediately due and payable, without notice or demand, at the option of
Beneficiary, upon the occurrence of any one or more of the Events of Default as
defined in the Indenture (each an Event of Default hereunder).  ARTICLE 3 REMEDIES  3.1Acceleration.  At any time on or after the occurrence of an
Event of Default, Beneficiary may, at its option, declare the then unpaid
principal balance of the Obligations, the accrued interest and any other
Obligations to be immediately due and payable, without further notice,
presentment, protest, demand or action of any nature whatsoever (each of which
hereby is expressly waived by Grantor), whereupon the same shall become
immediately due and payable, time being of the essence in this Deed of Trust.  3.2           Termination
of License and/or Entry on Mortgaged Property.  (a)           At any time on or after the occurrence of an Event of
Default, Beneficiary or Trustee, personally or by their agents or attorneys,
may demand that Grantor shall forthwith surrender to Beneficiary the actual
possession of all or any part of the Mortgaged Property, and/or terminate the
License granted to Grantor in Section 1.14 hereof to receive the Rents and, to
the extent permitted by law, enter and take possession of all or part of the
Mortgaged Property or each and every part thereof without the appointment of a
receiver, or an application therefor, and exclude Grantor and its agents and
employees and all other persons and entities and property wholly therefrom, and
have all necessary access to the books, papers, records and accounts of the
Grantor.  19    (b)           If Grantor shall for any reason fail to surrender or
deliver the Mortgaged Property or any part thereof after such demand by
Beneficiary, Beneficiary may obtain a judgment or decree conferring upon the
Beneficiary the right to immediate possession or requiring Grantor to deliver
immediate possession of the Mortgaged Property to Beneficiary, and Grantor
hereby specifically covenants and agrees that Grantor shall not oppose, contest
or otherwise hinder Beneficiary in any action or proceeding by Beneficiary to
obtain such judgment or decree. Grantor shall pay to Beneficiary or Trustee,
upon demand, all reasonable expenses of obtaining such judgment or decree,
including reasonable compensation to Beneficiary or Trustee, their respective,
its attorneys and agents and paralegals, and all such expenses and compensation
shall, until paid, become part of the Obligations and shall be secured by the
Deed of Trust.  (c)           Upon every such entering upon or taking of possession,
Beneficiary or Trustee (as applicable) may hold, store, use, operate, manage
and control the Mortgaged Property and conduct the business thereof, and
exercise all rights and powers of the Grantor with respect thereto as
Beneficiary shall deem best and, from time to time, at the reasonable expense
of the Grantor, (i) make all necessary or proper repairs, renewals,
replacements, additions, betterments and improvements thereto and thereon and
maintain the Mortgaged Property and purchase or otherwise acquire additional fixtures,
personalty and other property, complete the construction of any Improvements
and make any changes to the Improvements as it may deem desirable, (ii) insure
or keep the Mortgaged Property insured, (iii) manage and operate the Mortgaged
Property and exercise all the rights and powers of Grantor to the same extent
as Grantor could in its own name or otherwise act with respect to the same, and
(iv) enter into any and all agreements with respect to the exercise by others
of any of the powers herein granted to Beneficiary, all as Beneficiary from
time to time may determine to be in its best interest. Whether or not
Beneficiary or Trustee has obtained possession of the Mortgaged Property, upon
the termination of the License, Beneficiary may collect, sue for and receive
all the Rents and other issues, profits and revenues from the Mortgaged
Property, including those past due as well as those accruing thereafter.
Anything in the Deed of Trust to the contrary notwithstanding, Beneficiary
shall not be obligated to discharge or perform the duties of the landlord to
any tenant or lessee of the Mortgaged Property or incur any liability as the
result of any exercise by Beneficiary of its rights under the Deed of Trust,
and Beneficiary shall be liable to account only for the Rents actually received
by Beneficiary.  (d)           Whether or not Beneficiary takes possession of the
Mortgaged Property, at any time on or after an Event of Default, Beneficiary
may make, modify, enforce, cancel or accept surrender of any Lease, remove and
evict any lessee, increase or decrease Rents under any Lease, appear in and
defend any action or proceeding purporting to affect the Mortgaged Property,
and perform and discharge each and every obligation, covenant and agreement by
Grantor contained in any Lease. Neither the entering upon and taking possession
of the Mortgaged Property, nor the collection of any Rents and the application
thereof as aforesaid, shall cure or waive any Event of Default theretofore or
thereafter occurring, or affect any notice of an Event of Default hereunder or
invalidate any act done pursuant to any such notice. Beneficiary shall not be
liable to Grantor, anyone claiming under or through Grantor, or anyone having
an interest in the Mortgaged Property, by reason of anything done or left
undone by  20    Beneficiary
hereunder. Nothing contained in this Section 3.2 shall require Beneficiary to
incur any expense or do any act. If the Rents are not sufficient to meet the
costs of taking control of and managing the Mortgaged Property and/or
collecting the Rents, any funds expended by Beneficiary for such purpose shall
become Obligations of Grantor to Beneficiary secured by the Deed of Trust. Such
amounts, together with interest at the default rate as set forth in the
Securities (the Default Rate) and attorneys fees, if applicable,
shall be immediately due and payable. Notwithstanding Beneficiarys continuance
in possession or receipt and application of Rents, Beneficiary shall be entitled
to exercise every right provided for in the Deed of Trust, the Indenture or by
law upon or after the occurrence of an Event of Default. Any of the actions
referred to in this Section 3.2 may be taken by Beneficiary at such time as
Beneficiary is so entitled, without regard to the adequacy of any security for
the Obligations.  (c)           In the event that all interest, deposits and principal
installments and other Obligations shall be paid and all Events of Default
shall be cured, and as a result thereof Beneficiary surrenders possession of
the Mortgaged Property to Grantor, the same rights herein given to Beneficiary
shall continue to exist if any subsequent Events of Default shall occur.  3.3           Foreclosure,
Sale and Other Remedies.  (a)           At any time on or after the occurrence of an Event of
Default, Beneficiary or Trustee (as applicable), with or without entry,
personally or by its or his agents or attorneys, may:  (i) sell the Mortgaged Property or any part thereof at one or
more public sales, either inmass or in parcels, at public venue to the
highest bidder for cash at the place customary for foreclosure sales in the
County, first giving notice of such sale (as prescribed by statute) in a
newspaper of common circulation published in the County and delivering a copy
of said notice to Grantor and any person who has filed a request for notice, by
United States mail, postage prepaid, certified or registered, return receipt
requested, delivered to addressee only; and upon such sale, execute and deliver
a deed or deeds conveying all estate, right, title and interest, claim and
demand therein, and right of redemption thereof, at one or more sales as an
entity or in parcels; and/or (ii) institute proceedings for the complete or
partial foreclosure of this Deed of Trust; and/or (iii) upon application to a
court of competent jurisdiction, Beneficiary shall be entitled as a matter of
strict right without notice and without regard to the sufficiency or value of
any security for the Obligations secured hereby or the solvency of any party
bound for its payment, to appoint a receiver to take possession of and to
operate the Mortgaged Property or any part thereof and to collect and apply the
income, rents, issues, profits and revenues thereof. The receiver shall have
all of the rights and powers permitted under the laws of the state within which
the Mortgaged Property is located. Grantor shall pay to Beneficiary upon demand
all expenses, including receivers fees, attorneys fees, costs and agents
compensation incurred pursuant to the provisions of this paragraph, to the
extent permitted by law; and all such expenses shall be secured by this Deed of
Trust; and/or (iv) take such steps to protect and enforce its rights whether by
action, suit or proceeding in equity or at law for the specific performance of
any covenant, condition or agreement in this Deed of Trust, the Securities or
the Indenture, or in aid of the execution of any power herein granted, or for
any foreclosure hereunder, or for the enforcement of any other appropriate
legal or equitable remedy or otherwise as the Beneficiary shall elect.  (b)           Upon the completion of any sale or sales made by Trustee
under or by  21    virtue
of this Section, Trustee, or an officer of any court empowered to do so, shall
execute and deliver to the accepted purchaser or purchasers a good and
sufficient instrument, or good and sufficient instruments, conveying, assigning
and transferring all estate, right, title and interest in and to the property
and rights sold. Trustee is hereby appointed the true and irrevocable lawful
attorney of Grantor, in its name and stead, to make all necessary conveyances,
assignments, transfers and deliveries of the Mortgaged Property and rights so
sold, and for that purpose the Trustee may execute all necessary instruments of
conveyance, assignment and transfer, and may substitute one or more persons
with like power, Grantor hereby ratifying and confirming all that its said
attorney, or such substitute or substitutes, shall lawfully do by virtue
hereof. This power of attorney shall be deemed to be a power coupled with an
interest and not subject to revocation. Nevertheless, Grantor, if so requested
by Trustee, shall ratify and confirm any such sale or sales by executing and
delivering to Trustee or to such purchaser or purchasers all such instruments
as may be advisable, in the judgment of Trustee, for the purpose, and as may be
designated in such request. Any such sale or sales made under or by virtue of
this section whether 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 so sold, and shall be perpetual bar both at law and in
equity against Grantor and against any and all persons claiming in equity
against Grantor and against any and all person claiming or who may claim the
same, or any part thereof from, through or under Grantor.  (c)           Trustee hereby lets the Mortgaged Property to Grantor
until a sale is held under the foregoing provisions therefor, or until a
default or defaults in any of the terms, covenants, and conditions of this Deed
of Trust, the Securities or the Indenture upon the following terms and
conditions, to-wit: Grantor and every and all persons claiming or possessing
the Mortgaged Property, or any part thereof, by, through, or under Grantor
shall pay rent therefor during said term at the rate of one cent per month,
payable monthly upon demand, and shall surrender immediate peaceable possession
of the Mortgaged Property (and any and every part thereof) sold under the
provisions of this Deed of Trust to the purchaser thereof under such sale,
without notice or demand therefor, and shall and will at once, without notice,
surrender up possession of the Mortgaged Property and every part thereof in the
event Beneficiary shall take charge and enter as hereinbefore provided.  3.4           Remedies
Cumulative, Concurrent and Nonexclusive.  Beneficiary shall have all rights, remedies and recourses granted
in the Indenture and available at law or equity (including specifically those
granted by the Uniform Commercial Code in effect and applicable to the
Mortgaged Property, the Leases, or any portion thereof); and same (a) shall be
cumulative and concurrent, (b) may be pursued separately, successively or
concurrently against Grantor, or others obligated under the Indenture, or
against the Mortgaged Property, or against any one or more of them at the sole
discretion of Beneficiary, (c) may be exercised as often as occasion therefor
shall arise, it being agreed by Grantor that the exercise or failure to
exercise any of same shall in no event be construed as a waiver or release
thereof or of any other right, remedy or recourse, and (d) are intended to be,
and shall be, nonexclusive.  3.5           No
Conditions Precedent to Exercise of Remedies.  Neither Grantor nor any other person or entity hereafter
obligated for payment of all or any part of, or fulfillment of all or any  22    of, the Obligations, shall be relieved of such
obligation by reason of (a) the failure of Beneficiary to comply with any
request of Grantor or of any other person or entity so obligated, or the
failure of Beneficiary or any other person or entity to foreclose the Deed of
Trust or to enforce any provisions of the Securities or the Indenture, (b) the
release, regardless of consideration, of the Mortgaged Property or the addition
of any other property to the Mortgaged Property, (c) any agreement or
stipulation between any subsequent owner of the Mortgaged Property and
Beneficiary extending, renewing, rearranging or in any other way modifying the
terms of the Indenture without first having obtained the consent of, given
notice to or paid any consideration to Grantor or such other person or entity,
and in such event, Grantor and all such other persons and entities shall continue
to be liable to make payment according to the terms of any such extension or
modification agreement unless expressly released and discharged, in writing, by
Beneficiary, or (d) by any other act or occurrence, save and except the
complete payment and the complete fulfillment of all of the Obligations.  3.6           Release of
and Resort to Collateral. 
Beneficiary may release, regardless of consideration, any part of the
Mortgaged Property or other collateral for the Obligations without in any way
impairing, affecting, subordinating or releasing the conveyance, lien or
security interests created in or evidenced by the Indenture or the Deed of
Trust or their stature as a first and prior security deed, lien or security
interest in and to the Mortgaged Property or the other collateral granted under
the Indenture. For payment of the Obligations, Beneficiary may resort to any
security therefor held by Beneficiary in such order and manner as Beneficiary
may elect.  3.7           Waiver of
Appraisement, Valuation, etc. 
Grantor agrees, to the full extent permitted by law, that, in case of an
Event of Default on the part of Grantor hereunder, neither Grantor nor anyone
claiming through or under Grantor will set up, claim or seek to take advantage
of any moratorium, reinstatement, forbearance, appraisement, valuation, stay,
extension, homestead, exemption, insolvency or redemption laws now or hereafter
in force in order to prevent or hinder the enforcement or foreclosure of the
Deed of Trust or the absolute sale of the Mortgaged Property, the delivery of
possession thereof immediately after such sale to the purchaser at such sale,
or the exercise of any other remedy hereunder; and Grantor, for itself and all
who may to any extent that it may lawfully so do, waive the benefit of all such
laws, and any and all right to have assets subject to the security interest of
the Deed of Trust marshalled upon any foreclosure or sale under the power
herein granted or a sale in inverse order of alienation.  3.8           Discontinuance
of Proceedings.  In case
Beneficiary or Trustee shall have proceeded to enforce any right, power or
remedy under the Deed of Trust by foreclosure, entry or otherwise, or in the
event Beneficiary or Trustee commences advertising of the intended exercise of
the sale under power provided hereunder and such proceeding or advertisement
shall have been withdrawn, discontinued or abandoned for any reason, or shall
have been determined adversely to Beneficiary, then in every such case (a)
Grantor or Trustee and Beneficiaryshall be restored to their former
positions and rights, (b) all rights, powers and remedies of Beneficiary and
Trustee shall continue as if no such proceeding had been taken, (c) each and
every Event of Default declared or occurring prior or subsequent to such
withdrawal, discontinuance or abandonment shall be and shall be deemed to be a
continuing Event of Default and (d) neither the Deed of Trust, the Securities,
the Indenture, nor the Obligations, shall be or shall be deemed  23 
   to have been affected by such withdrawal,
discontinuance, abandonment or adverse determination; and Grantor hereby
expressly waives the benefit of any statute or law now provided, or which may
hereafter be provided, which would produce a result contrary to or in conflict
with the above.  3.9           Application of
Proceeds.  At the option of
Beneficiary the proceeds of any sale of, and the Rents and other amounts
generated by the holding, leasing, operation or other use of, the Mortgaged
Property or the Leases shall be applied to the extent that funds are so
available therefrom in the following order of priority:  (a)           First, to the payment of the reasonable costs and
reasonable expenses of taking possession of the Mortgaged Property and of
holding, using, leasing, repairing, improving and selling the same, including,
without limitation, (i) receivers fees, (ii) agents fees, (iii) court costs,
(iv) attorneys and accountants fees, (v) costs of advertisements, and (vi)
the payment of any and all taxes, liens, security interests or other rights,
titles or interests equal or superior to the Deed of Trust;  (b)           Second, to the indefeasible payment and satisfaction in
full of the Obligations; and  (c)           Third, with the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.  GRANTOR
SHALL BE LIABLE FOR ANY DEFICIENCIES IN THE EVENT THE PROCEEDS ARE NOT
SUFFICIENT TO COVER ITEMS (a), (b) AND (c) ABOVE.  3.10Leases.  (a)           Beneficiary, at its option, is authorized to foreclose the
Deed of Trust subject to the rights of any lessees of the Mortgaged Property,
and the failure to make any such lessees parties to any such foreclosure
proceedings and to foreclose their rights will not be, nor be asserted to be by
Grantor, a defense to any proceedings instituted by Beneficiary to collect the
Obligations.  (b)           In the event Beneficiary shall institute judicial
proceedings to foreclose the lien hereof, and shall be appointed as a trustee
in possession of the Mortgaged Property, Beneficiary during such time as it
shall be trustee in possession of the Mortgaged Property pursuant to an order
or decree entered in such judicial proceedings, shall have, and Grantor hereby
gives and grants to Beneficiary, the right, power and authority to make and
enter into leases of the Mortgaged Property or the portions thereof for such
rents and for such periods of occupancy and upon such conditions and provisions
as such trustee in possession may deem desirable, and Grantor expressly
acknowledges and agrees that the term of any such leasemay extend beyond the date
of any sale of the Mortgaged Property pursuant to a decree rendered in such
judicial proceedings; it being the intention of Grantor that while Beneficiary
is a trustee in possession of the Mortgaged Property pursuant to an order or
decree entered in such judicial proceedings, Beneficiary shall be deemed to be
and shall be the attorney-in-fact of Grantor for  24 
   the
purpose of making and entering into leases of parts of portions of the
Mortgaged Property for the rents and upon the terms, conditions and provisions
deemed desirable to Beneficiary and with like effect as if such leases had been
made by Grantor, as the owner in fee simple of the Mortgaged Property, free and
clear of any conditions or limitations established by the Deed of Trust. The
power and authority hereby given and granted by Grantor to Beneficiary shall be
deemed to be coupled with an interest and shall not be revocable by Grantor.  (c)           The assignment and security interest herein granted shall
not be deemed or construed to constitute Beneficiary as a trustee or mortgagee
in possession of the Mortgaged Property, to obligate Beneficiary to lease the
Mortgaged Property or attempt to do same, or to take any action, incur any
expense or perform or discharge any obligation, duty or liability whatsoever
under any of the Leases or otherwise.  (d)           Beneficiary shall not be obligated to perform or
discharge, nor does it hereby undertake to perform or discharge, any obligation,
duty or liability under the Leases or under or by reason of the Deed of Trust,
and Grantor shall and does hereby agree to indemnify Beneficiary for and to
hold Beneficiary harmless from any and all liability, loss or damage which it
may or might incur under any of the Leases or under or by reason of the Deed of
Trust and from any and all claims and demands whatsoever which may be asserted
against it by reason of the Deed of Trust and from any and all claims and
demands whatsoever which may be asserted against it by reason of any alleged
obligations or undertakings on its part to perform or discharge any of the
terms, covenants or agreements contained in any of the Leases. Should
Beneficiary incur any such liability, loss or damage under any of the Leases or
under or by reason of the Deed of Trust or in the defense of any such claims or
demands, the amount thereof, including all reasonable costs, reasonable
expenses and reasonable attorneys fees, shall be secured hereby, and Grantor
shall reimburse Beneficiary therefor immediately upon demand.  3.11         Purchase by Beneficiary.  Upon any foreclosure sale or sales of all or
any portion of the Mortgaged Property under the power herein granted,
Beneficiary may bid for and purchase the Mortgaged Property and shall be
entitled, in lieu of paying cash therefor, to apply all or any part of the
Obligations as a credit to the purchase price. Beneficiary, upon so acquiring
the Mortgaged Property, or any part thereof, shall be entitled to hold, lease,
rent, operate, manage and sell the same in any manner provided by applicable
laws.  3.12         Grantor as Tenant
Holding Over.  In the event of
any such foreclosure sale or sales under the power herein granted, Grantor
shall be deemed a tenant holding over and shall forthwith deliver possession to
the purchaser or purchasers at such sale or be summarily dispossessed according
to provisions of law applicable to tenants holding over.  3.13         Suits to
Protect the Mortgaged Property. 
Beneficiary shall have the power to institute and maintain such suits
and proceedings as it may deem expedient (a) to prevent any impairment of the
Mortgaged Property by any acts which may be unlawful or constitute an Event of
Default under the Deed of Trust, (b) to preserve or protect its interest in the
Mortgaged Property and in the Leases and Rents arising therefrom, and (c) to
restrain the enforcement of or compliance with any legislation or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid, if the enforcement of or compliance with such enactment, rule or order
would impair the Mortgaged Property or be prejudicial to the interest of
Beneficiary.  25    3.14         Proofs of Claim.  In the case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or other
proceedings affecting Grantor, its creditors or its property, Beneficiary, to
the extent permitted by law, shall be entitled to file such proofs of claim and
other documents as may be necessary or advisable in order to have the claims of
Beneficiary allowed in such proceedings for the entire amount of the
Obligations at the date of the institution of such proceedings and for any
additional amount of the Obligations after such date.  ARTICLE 4 MISCELLANEOUS  4.1           Survival of
Obligations.  Each and all of
the Obligations shall survive the execution and delivery of the Indenture, and
the consummation of the loans and financial accommodations called for therein,
and shall continue in full force and effect until the Obligations shall have
been indefeasibly paid in full; provided, however, that nothing
contained in this Section 4.1 shall limit the obligations of Grantor which are
to continue after indefeasible payment in full of said Obligations where so
stated in this Deed of Trust.  4.2           Notices.  All notices, requests and demands hereunder
shall be in writing and shall be deemed to be given if given in writing
(including by telecopy) addressed as provided below (or to the addressee at such
other address as the addressee shall have specified by notice actually received
by the addressor), and if either (a) actually delivered in fully legible form
to such address or (b) in the case of a letter, five days shall have elapsed
after the same shall have been deposited in the United States mails, with
first-class postage prepaid and registered or certified:  if
  to Grantor:
  
  The
  Doe Run Resources Corporation,1801
  Park 270 DriveSt.
  Louis, Missouri 63146-4040Attn:
  Mr. Jeffrey Zelms  Vice Chairman, President and CEOwith
  a copy to:
  
  The
  Renco Group, Inc.30
  Rockefeller Center42nd
  FloorNew
  York, New York 10111Attn:
  Mr. Roger L. Fay  CFOif
  to Trustee:
  
  Lisa
  M. Haines, Esq.Polsinelli,
  Shalton & White700
  West 47th Street, Suite 1000Kansas
  City, Missouri 64112-1805  26 
   with
  a copy to:
  
  Collin
  J. Beecroft, Esq.Ropes
  & GrayOne
  International PlaceBoston,
  MA 02110-2624if
  to Beneficiary:
  
  Regiment
  Capital Advisors, L.L.C.70
  Federal StreetBoston,
  MA 02110Attn:  Timothy Petersonwith
  a copy to:
  
  Collin
  J. Beecroft, Esq.Ropes
  & GrayOne
  International PlaceBoston,
  MA 02110-2624  4.3No Waiver.  (a)           Any failure by Beneficiary to insist, or any election by
Beneficiary not to insist, upon strict performance by Grantor of any of the
terms, provisions or conditions of the Indenture shall not be deemed to be a
waiver of same or of any other term, provision or condition thereof, and
Beneficiary shall have the right at any time or times thereafter to insist upon
strict performance by Grantor of any and all such terms, provisions and
conditions. No delay or omission by Beneficiary to exercise any right, power or
remedy accruing upon any breach or Event of Default shall exhaust or impair any
such right, power or remedy or shall be construed to be a waiver of any such
breach or Event of Default or acquiescence therein, and every right, power and
remedy given by the Deed of Trust to Beneficiary may be exercised from time to
time and as often as may be deemed expedient by Beneficiary. No consent or
waiver, express or implied, by Beneficiary to or of any breach or Event of
Default by Grantor in the performance of the Obligations of Grantor shall be
deemed or construed to be a consent or waiver to or of any other breach or
Event of Default in the performance of the same or any other Obligations of
Grantor. Failure on the part of Beneficiary to complain of any act or failure
to act or to declare an Event of Default, irrespective of how long such failure
continues, shall not constitute a waiver by Beneficiary of its rights or impair
any rights, powers, or remedies of Beneficiary.  (b)           No act or omission by Beneficiary shall release, discharge,
modify, change or otherwise affect the original liability under the Deed of
Trust or any Obligations of Grantor or any obligations of any subsequent
purchaser of the Mortgaged Property or any part thereof, or any maker,
co-signer, endorser, surety or guarantor, or preclude Beneficiary from
exercising any right, power or privilege herein granted or intended to be
granted (including, without limitation, Beneficiarys right of foreclosure) in
the event of any Event of Default then made or by any subsequent Event of
Default or alter the security title, security interest or lien of the Deed of
Trust, except as expressly provided in an instrument or instruments executed by
Beneficiary.  27 
   Without
limiting the generality of the foregoing, Beneficiary may: (i) grant
forbearance or an extension of time for the payment of all or any portion of
the Obligations; (ii) take other or additional security for the payment of the
Obligations; (iii) waive or fail to exercise any right granted; (iv) change any
of the terms, covenants, conditions or agreements of the Deed of Trust; (v)
consent to the filing of any map, plat or re-plat affecting the Mortgaged
Property; (vi) consent to the granting of any easement or other right or
subordinating the security title, security interest or lien hereof; or (viii)
take or omit to take any action whatsoever with respect to the Deed of Trust,
the Mortgaged Property or any document or instrument evidencing, securing or in
any way relating to the Obligations; all without releasing, discharging,
modifying, changing or affecting any such liability, or precluding Beneficiary
from exercising any such right, power or privilege, or affecting the security
title, security interest or lien of the Deed of Trust. In the event of the sale
or transfer by operation of law or otherwise of all or any part of the
Mortgaged Property, Beneficiary, without notice, is hereby authorized and
empowered to deal with any such vendee or the Obligations, or with reference to
any of the terms, covenants, conditions or agreements hereof, as fully and to
the same extent as it might deal with the original parties hereto and without
in any way releasing and/or discharging any liabilities, Obligations or
undertakings.  4.4           Covenants
Running with the Land.  All
Obligations contained in this Deed of Trust are intended by the parties to be,
and shall be construed as, covenants running with the Mortgaged Property.  4.5           Successors and Assigns.  All of the terms of the Indenture shall
apply to, be binding upon and inure to the benefit of the parties thereto,
their permitted successors, assigns, heirs and legal representatives, and all
other persons claiming by, through or under them.  4.6           Severability.  If any term of this Deed of Trust, or the
application thereof to any person or circumstances, shall, to any extent, be
invalid or unenforceable, the remainder of this Deed of Trust, shall be valid
and enforceable to the fullest extent permitted by law.  4.7           Substitute Trustee.  If Trustee shall die or become disqualified
from acting in the execution of this trust, or be absent from the country or
shall fail or refuse to execute the same when requested by Beneficiary to do
so; or if, for any reason, Beneficiary shall prefer to appoint a substitute
Trustee to act instead of the Trustee named herein, Beneficiary shall have full
power to appoint, by recorded, written instrument, or other manner as provided
by applicable law, a substitute Trustee, and, if necessary, several substitute
Trustees in succession, who shall succeed to all the estate, rights, powers and
duties of the original Trustee named herein. Such appointment may be executed
by any authorized agent of Beneficiary; and if Beneficiary is a corporation and
such appointment is executed in its behalf by any officer of such corporation,
such appointment shall be conclusively presumed to be executed with authority
and shall be valid and sufficient without proof of any action by the board of
directors or any superior officer of the corporation. Grantor hereby agrees, in
its behalf and in behalf of its heirs, executors, administrators, successors,
personal representatives and assigns, that any and all statements of fact or
other recitals made in any deed of conveyance given by the Trustee, with
respect to the identity of Beneficiary, or with respect to the occurrence or
existence of any Event of Default, or with respect to the acceleration of the
maturity of any of the Obligations secured hereby, or with respect to the
request to sell, the notice of sale, the giving of notice to all debtors
legally entitled thereto, the time, place, terms and manner of sale, and
receipt, distribution, and application of the  28 
   money realized therefrom, or with respect to the due
and proper appointment of a substitute Trustee, and, without being limited by
the foregoing, with respect to any other act or thing having been duly done by
the Beneficiary or by the Trustee hereunder, shall be taken by all courts of law
and equity as prima facie evidence that the statements or recitals state facts
and are without further questions to be so accepted, and Grantor hereby
ratifies and confirms every act that Trustee or any substitute Trustee
hereunder may lawfully do in the Premises by virtue hereof.  4.8           Business Loans.  Grantor covenants and agrees that the
Obligations secured by this Deed of Trust, and the proceeds of such
Obligations, are for business purposes only and that the loans and advances and
other financing accommodations made under or pursuant to the Securities and the
Indenture are business loans within the meaning and scope of V.A.M.S. §§
408.015(2) and 408.035.  4.9           Usury.  No provision of the Indenture secured hereby
or of this Deed of Trust, or other loan documents issued in conjunction
herewith shall be deemed to require payment or permit the collection of
interest in excess of the maximum permitted by the applicable law. If any
excess of the interest in such respect is provided in this Deed of Trust, the
Securities and the Indenture, or in any other loan documents, the provisions of
this Section 4.9 shall govern and no party obligated for the Obligations
secured hereby shall be obligated to pay the amount of such interest to the
extent that it is in excess of the amount permitted by law. If it is
adjudicated that the fee or other charge related to the Obligations is
interest, such fee or other charge so adjudicated to be interest shall be
considered as interest for the life of the Obligations commencing from the date
hereof and extending to the due date[s] of the Obligations secured hereby or
any extension of such due date[s].  4.10         Future Advances
Secured Hereby.  This Deed of
Trust has been given and is intended to secure the full and prompt payment and
performance of the Obligations and any renewal, extension, modification or
replacement of any of the Obligations. With respect to Future Advances, this
Deed of Trust shall be governed by Section 443.055, Missouri RevisedStatutes,
and shall secure all Future Advances made hereunder and such Future Advances
shall be entitled to the benefits of Section 443.055, Missouri Revised
Statutes. The total principal amount of the Obligations which are secured
hereby is $175,832,200.00, plus interest, costs and expenses.  4.11         Waiver of Jury Trial.  Grantor hereby waives trial by jury in any
litigation in any court with respect to, in connection with, or arising out of
this Deed of Trust, the Securities or the Indenture.  4.12         Assignment.  The Deed of Trust is assignable by
Beneficiary and any assignment hereof by Beneficiary shall operate to vest in
the assignee all rights and powers herein conferred upon and granted to
Beneficiary.  4.13         Counterparts.  The Deed of Trust may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute but one instrument.  4.14         Applicable Law.  The Deed of Trust shall be governed by and
construed  29    according to the laws of the State of Missouri.  4.15         Subrogation.  If any or all of the proceeds of the loans
and other financial accommodations made and extended under the Indenture have
been used to extinguish, extend or renew any indebtedness heretofore existing
against the Mortgaged Property, then, to the extent of such funds so used, the
Beneficiary shall be subrogated to all of the rights, claims, liens, titles and
interests heretofore existing against the Mortgaged Property to secure the
indebtedness so extinguished, extended or renewed, and the former rights,
claims, liens, titles and interests, if any, are not waived, but rather, are
continued in full force and effect in favor of Beneficiary and are merged with
the lien and security interest created herein as cumulative security for the
repayment and satisfaction of the Obligations.  4.16         Conflicts:
Indenture or Master Leases.  In
the event of any conflict between the terms and provisions of this Deed of
Trust and the Indenture or in the event of any conflict between the terms and
provisions of this Deed of Trust, to the extent the Mortgaged Property extends
to personal property of the Grantor, and the Indenture, the terms and
provisions of the Indenture shall control.  4.17         Headings.  The Article and Section entitlements hereof
are inserted for convenience of reference only and shall in no way alter,
modify or define, or be used in construing, the text of such Articles or
Sections.  4.18         No Joint Venture.  Notwithstanding anything in any of the
Indenture or in any other agreement or commitment to the contrary, neither the
Indenture nor the transactions described in the Indenture nor the rights and
obligations granted therein shall in any way create or contribute to the
creation of a partnership or joint venture or similar arrangement between
Grantor and Beneficiary.  4.19         Subordinate to
Senior Deed of Trust.  Reference
is hereby made to the Deed of Trust, Security Agreement, Fixture Filing and
Assignment of Leases and Rents of even date herewith, by and among Grantor, as
Grantor, Trustee, as Trustee, and State Street Bank and Trust Company, Agent,
as Beneficiary, with respect to a $35,500,000.00 senior credit facility
provided to Grantor (the Senior Deed of Trust).  Notwithstanding the order, time or manner of filing or recordation
of this Deed of Trust, the Senior Deed of Trust or any other document, the
Senior Deed of Trust shall at all times have priority over this Deed of Trust
and this Deed of Trust shall at all times be subject and subordinate to the
Senior Deed of Trust.  This Deed of
Trust is subject to the terms of an Intercreditor Agreement of even date
herewith by and among Beneficiary, Congress Financial Corporation, and State
Street Bank and Trust Company (the Intercreditor Agreement).  In the event of any inconsistency between
the terms of this Deed of Trust and the Intercreditor Agreement, the terms of
the Intercreditor Agreement shall govern.  4.20Concerning
Beneficiary.  (a)           Beneficiary shall be entitled to rely
upon any written notice, statement, certificate, order or other document or any
telephone message believed by it to be genuine and correct and to have been
signed, sent or made by the proper person, and, with respect to all  30    matters pertaining to
this Deed of Trust and its duties hereunder, upon advice of counsel selected by
it.  (b)           With respect to any of its rights and
obligations as a Lender, Beneficiary shall have and may exercise the same
rights and powers hereunder.  The term
Holders, Lender or any similar term shall, unless the context clearly
otherwise indicates, include Beneficiary in its individual capacity as a
Lender.  Beneficiary may accept deposits
from, lend money to, and generally engage in any kind of banking, trust or
other business with Grantor or any entity related to or affiliated with Grantor
to the same context as if Beneficiary were not acting as Collateral Agent.  (c)           If any item of Mortgaged Property
also constitutes collateral granted to Beneficiary under any other mortgage, deed
of trust, security agreement, pledge or instrument of any type, in the event of
any conflict between the provisions of this Deed of Trust and the provisions of
such instrument of any type in respect of such collateral, Beneficiary, in its
sole discretion, shall select which provision or provisions shall control.  (d)           Beneficiary has been appointed as
collateral agent pursuant to the Indenture. 
The actions of Beneficiary hereunder are subject to the provisions of
the Indenture.  Beneficiary shall have the
right hereunder to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking action (including,
without limitation, the release or substitution of Mortgaged Property), in
accordance with this Deed of Trust and the Indenture.  Beneficiary may resign and a successor Beneficiary may be
appointed in the manner provided in the Indenture.  Upon the acceptance of any appointment as Beneficiary by a
successor Beneficiary, that successor Beneficiary shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Beneficiary under this Deed of Trust, and the retiring Beneficiary
shall thereupon be discharged from its duties and obligations under this Deed of
Trust.  After any retiring Beneficiarys
resignation, the provisions of this Deed of Trust shall inure to its benefit as
to any actions taken or omitted to be taken by it under this Deed of Trust
while it was Beneficiary.  [The remainder of this page is intentionally
blank.]  31 
   IN WITNESS WHEREOF, the
undersigned have caused this instrument to be signed and sealed as of the date
first above written.   GRANTORTHE
  DOE RUN RESOURCES CORPORATIONBy:
  /s/
  Marvin KaiserPrint
  Name:
  Marvin KaiserTitle:
  Executive Vice
  President  32 
   STATE
  OF NEW YORK
  ))
  ss.:COUNTY
  OF NEW YORK
  )   On this
          day of October, 2002,
before me appeared
                                             
to me personally known, who, being by me duly sworn did say that he is the
                                    
of THE DOE RUN RESOURCES CORPORATION, and that the seal affixed to the
foregoing instrument is the corporation seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said
                                                               
acknowledged said instrument to be the free act and deed of said corporation
acting with all power and authority to so bind the corporation.  In testimony whereof, I have
hereunto set my hand and affixed my official seal the day and year first above
written.   Notary PublicMy
  Commission Expires:[SEAL]  33 
   Exhibit A  [Attach
Property Descriptions]  
   Exhibit
B  Permitted Encumbrances   1.All
exceptions shown in Schedule B, Part 1 of the title insurance policy issued by
First American Title Insurance Company to Beneficiary in connection with this
Deed of Trust (the Title Insurance Policy), including, but not limited to,
easements, rights of way, mineral rights and mineral rights reservations; and  2.A
possible overlapping of descriptions in the Parcel 87 (Reynolds County,
Sweetwater Mine), Section 34, Township 31 North, Range 2 West.