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                                                                    EXHIBIT 4.11

                                                                      California


This document was prepared by and after recording should be returned to:

James L. Marovitz
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois  60603


                             DEED OF TRUST, SECURITY
                 AGREEMENT, FINANCING STATEMENT, FIXTURE FILING
                       AND ASSIGNMENT OF RENTS AND LEASES

                       ASSESSOR'S PARCEL NO. 363-072-06-00


                  THIS DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT,
FIXTURE FILING AND ASSIGNMENT OF RENTS AND LEASES ("Deed of Trust") entered into
as of the ____ day of December, 2000, by ORMCO CORPORATION, a Delaware
corporation (successor by merger to A Company Orthodontics, a Delaware
corporation) (hereinafter called "Trustor"), having its principal place of
business at 1717 West Collins Avenue, Orange, California 92867 to FIRST AMERICAN
TITLE INSURANCE COMPANY having an office at 411 Ivy Street, San Diego,
California 92101 as the Trustee ("Trustee") for the benefit of ABN AMRO BANK
N.V. ("Beneficiary"), having its principal office at 135 South LaSalle Street,
Chicago, Illinois 60674, as contractual representative for its benefit and for
the benefit of the "Holders of Secured Obligations" as defined in that certain
Credit Agreement (as amended, restated, modified, supplemented or substituted
from time to time, the "Credit Agreement"), dated as of November 28, 2000, by
and among Trustor, Sybron Dental Management, Inc., a Delaware corporation
("SDM"), Kerr Corporation, a Delaware corporation ("Kerr"), the Subsidiary Swing
Line Borrowers from time to time parties thereto (together jointly with Trustor,
SDM and Kerr, the "Borrowers"), Sybron Dental Specialties, Inc., a Delaware
corporation, as the Parent, The Chase Manhattan Bank, as Syndication Agent,
First Union National Bank, as Documentation Agent, Beneficiary and the
institutions from time to time parties thereto as Lenders. The term "Holders of
Secured Obligations" shall include those who are, and those who may hereafter
become, parties to the Credit Agreement in such capacity. Except as otherwise
provided herein, all capitalized terms used but not defined herein shall have
the respective meanings given to them in the Credit Agreement.



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                                   WITNESSETH:

                  WHEREAS, pursuant to and upon satisfaction of the conditions
set forth in the Credit Agreement, the Lenders have agreed to make certain Term
Loans to Trustor and Revolving Loans to the Borrowers other than Trustor, and
Beneficiary and Lenders have agreed to extend certain other financial
accommodations from time to time to Borrowers, all in an aggregate principal
amount not to exceed Four Hundred Fifty Million and no/100 Dollars
($450,000,000.00); and

                  WHEREAS, as a condition to Beneficiary's and Lenders'
extension of such credit and financial accommodations to Borrowers, including,
without limitation, the extension of credit pursuant to the Credit Agreement,
Beneficiary and Lenders have required that Trustor enter into this Deed of Trust
and grant to Trustee and Beneficiary, respectively, for the benefit of the
Lenders and the Holders of the Secured Obligations, the liens and security
interests referred to herein to secure (i) the payment of the principal amount
of the Loans, together with interest thereon; (ii) payment of all Reimbursement
Obligations; (iii) payment of the principal amount, together with interest
thereon, of all present and future advances of money made by Beneficiary or
Lenders to Borrowers, or any of them, including, without limitation, the
reborrowing of principal previously repaid pursuant to the Credit Agreement, as
well as all other Secured Obligations of Borrowers, or any of them, to
Beneficiary or Holders of Secured Obligations; and (iv) other payment and
performance obligations under this Deed of Trust (the aforesaid Secured
Obligations of Borrowers, or any of them, to Beneficiary, plus interest and
other payment and performance obligations being hereinafter referred to
collectively as the "Liabilities");

                  NOW, THEREFORE, in consideration of the premises contained
herein and to secure payment and performance of the Liabilities and in
consideration of One Dollar ($1.00) in hand paid, receipt whereof is hereby
acknowledged, Trustor hereby irrevocably grants, bargains, sells and conveys to
Trustee, its successors and assigns, IN TRUST, WITH POWER OF SALE and right of
entry as herein provided, the following described real estate in San Diego
County, California:

                  The land (the "Land") more particularly described in Exhibit A
                  attached hereto and by this reference made a part hereof

together with all right, title and interest, if any, which Trustor may now have
or hereafter acquire in and to all improvements, buildings and structures now or
hereafter located thereon of every nature whatsoever (the "Premises"), and
Trustor does hereby further grant a security interest to Beneficiary, its
successors and assigns, in all Collateral (as defined below) as may be secured
under the Uniform Commercial Code (the "Code") in effect in the State of
California (the "State").

                  TOGETHER WITH all right, title and interest, if any, including
any after-acquired right, title and interest, and including any right of use or
occupancy, which Trustor may now have or hereafter acquire in and to (a) all
easements, rights of way, gores of land or any lands occupied by streets, ways,
alleys, passages, sewer rights, water courses, water rights and powers, and
public places adjoining said Land, and any other interests in property
constituting appurtenances to the Premises, or which hereafter shall in any way
belong, relate or be appurtenant thereto, and (b) all hereditaments, gas, oil,
minerals (with the right to extract, sever and remove such gas, oil and
minerals), and easements, of every nature whatsoever, located in or



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on the Premises and all other rights and privileges thereunto belonging or
appertaining and all extensions, additions, improvements, betterments, renewals,
substitutions and replacements to or of any of the rights and interests
described in subparagraphs (a) and (b) above (hereinafter the "Property
Rights").

                  TOGETHER WITH all right, title and interest, if any, including
any after-acquired right, title and interest, and including any right of use or
occupancy, which Trustor may now or hereafter acquire in and to all fixtures and
appurtenances of every nature whatsoever now or hereafter located in, on or
attached to, and used or intended to be used in connection with, or with the
operation of, the Premises, including, but not limited to (a) all apparatus,
machinery and equipment located upon the Premises which constitutes fixtures;
(b) all extensions, additions, improvements, betterments, renewals,
substitutions, and replacements to or of any of the foregoing (the items
described in the foregoing clauses (a) and (b) being collectively the
"Fixtures"). It is mutually agreed, intended and declared, that the Premises and
all of the Property Rights and Fixtures owned by Trustor (referred to
collectively herein as the "Real Property") shall, so far as permitted by law,
be deemed to form a part and parcel of the Land and for the purpose of this Deed
of Trust to be real estate and covered by this Deed of Trust. It is also agreed
that to the extent that any of the Collateral is of a nature so that a security
interest therein can be perfected under the Code in effect in the State, to the
extent permitted by applicable law a security interest is hereby granted to
Beneficiary (and nothing herein shall be deemed to grant to the Trustee such a
security interest) in such property and this instrument shall constitute a
security agreement, fixture filing and financing statement, and Trustor agrees
to execute, deliver and file or refile any financing statement, continuation
statement, or other instruments Beneficiary or Trustee may reasonably require
from time to time to perfect or renew such security interest under the Code. To
the extent permitted by law, (i) all of the Fixtures are or are to become
fixtures on the Land; and (ii) this instrument, upon recording or registration
in the real estate records of the proper office, shall constitute a
"fixture-filing" within the meaning of Sections 9313 and 9402 of the Code.
Subject to the terms and conditions of the Credit Agreement, the remedies for
any violation of the covenants, terms and conditions of the agreements herein
contained shall be as prescribed herein or by general law, or, as to that part
of the security in which a security interest may be perfected under the Code, by
the specific statutory consequences now or hereafter enacted and specified in
the Code, all at Beneficiary's sole election.

                  TOGETHER WITH all the estate, right, title and interest of the
Trustor in and to (i) all judgments, insurance proceeds, awards of damages and
settlements resulting from condemnation proceedings or the taking of the Real
Property, or any part thereof, under the power of eminent domain or for any
damage (whether caused by such taking or otherwise) to the Real Property, or any
part thereof, or to any rights appurtenant thereto, and all proceeds of any
sales or other dispositions of the Real Property or any part thereof; and
(except as otherwise provided herein or in the Credit Agreement) the Beneficiary
is hereby authorized to collect and receive said awards and proceeds and to give
proper receipts and acquittances therefor, and to apply the same as provided in
the Credit Agreement; and (ii) all contract rights, general intangibles, actions
and rights in action relating to the Real Property, including, without
limitation, all rights to insurance proceeds and unearned premiums arising from
or relating to the



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Real Property, and (iii) all proceeds, products, replacements, additions,
substitutions, renewals and accessions of and to the Real Property. The rights
and interests described in this paragraph shall hereinafter be called the
"Intangibles."

                  All of the property described above, and each item of property
therein described, not limited to but including the Land, the Premises, the
Property Rights, the Fixtures, the Real Property and the Intangibles are
collectively referred to herein as the "Collateral."

                  Nothing herein contained shall be construed as constituting
the Beneficiary a beneficiary-in-possession in the absence of the taking of
actual physical possession of the Collateral by the Beneficiary. Nothing
contained in this Deed of Trust shall be construed as imposing on Beneficiary
any of the obligations of the lessor under any lease of the Collateral in the
absence of an explicit written assumption thereof by Beneficiary.

                  TO HAVE AND TO HOLD the Collateral, properties, rights and
privileges hereby granted, conveyed or assigned, or intended so to be, unto
Trustee for the benefit of Beneficiary, its successors and assigns, forever for
the uses and purposes herein set forth. Trustor hereby releases and waives all
rights under and by virtue of the homestead exemption laws, if any, of the State
and Trustor hereby covenants, represents and warrants that, at the time of the
execution and delivery of these presents, Trustor is well seised of the
Collateral in fee simple and with full legal and equitable title to the
Collateral, and with good right, full power and lawful authority to sell,
assign, convey and mortgage the Collateral, and that the title to the Collateral
is free and clear of all encumbrances, except as described on Exhibit B attached
hereto and made a part hereof, and that, except for the encumbrances set forth
on Exhibit B, Trustor will warrant and forever defend the same against all
lawful claims.

                  Trustor does (i) hereby absolutely and presently bargain,
sell, transfer, assign, convey, set over and deliver to Beneficiary all the
rents, issues and profits of the Real Property and all rents, issues, profits,
revenues, royalties, bonuses, rights and benefits due, payable or accruing
(including all deposits of money as advance rent, for security or as earnest
money or as down payment for the purchase of all or any part of the Real
Property) (the "Rents") under any and all present and future leases, contracts
or other agreements relative to the ownership or occupancy of all or any portion
of the Real Property, and (ii) except to the extent such a transfer or
assignment is not permitted by the terms thereof, does hereby transfer and
assign to Beneficiary all such leases and agreements (including all Trustor's
rights under any contracts for the sale of any portion of the Collateral and all
revenues and royalties under any oil, gas and mineral leases relating to the
Real Property) (the "Leases"). Beneficiary hereby licenses to Trustor, until an
Event of Default (as hereinafter defined) shall have occurred, the right to
collect and use the Rents as they become due and payable under the Leases, but
not more than one (1) month in advance thereof; provided that the existence of
such right shall not operate to subordinate this assignment to any subsequent
assignment, in whole or in part, by Trustor, and any such subsequent assignment
shall be subject to the rights of the Beneficiary under this Deed of Trust.
Trustor further agrees to execute and deliver such assignments of leases or
assignments of land sale contracts as Beneficiary may from time to time
reasonably request. In the event of an Event of Default (1) the Trustor agrees,
upon demand, to deliver to the Beneficiary all of the



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Leases with such additional assignments thereof as the Beneficiary may request
and agrees that the Beneficiary may assume the management of the Real Property
and collect the Rents, applying the same upon the Liabilities in the manner
provided in the Credit Agreement, and (2) the Trustor hereby authorizes and
directs all tenants, purchasers or other persons occupying or otherwise
acquiring any interest in any part of the Real Property to pay the Rents due
under the Leases to the Beneficiary upon request of the Beneficiary. Trustor
hereby appoints Beneficiary as its true and lawful attorney in fact to manage
said property and collect the Rents, with full power to bring suit for
collection of the Rents and possession of the Real Property, giving and granting
unto said Beneficiary and unto its agent or attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in the protection of the security hereby conveyed; provided, however,
that (i) this power of attorney and assignment of rents shall not be construed
as an obligation upon said Beneficiary to make or cause to be made any repairs
that may be needful or necessary and (ii) Beneficiary agrees that until such
Event of Default as aforesaid, Beneficiary shall permit Trustor to collect the
rents and to perform the aforementioned management responsibilities. Upon
Beneficiary's receipt of the Rents, at Beneficiary's option, it may use the
proceeds of the Rents to pay: (1) reasonable charges for collection thereof,
costs of necessary repairs and other costs requisite and necessary during the
continuance of this power of attorney and assignment of rents, (2) general and
special taxes, insurance premiums, and (3) any or all of the Liabilities
pursuant to the provisions of the Credit Agreement. This power of attorney and
assignment of rents shall be irrevocable until this Deed of Trust shall have
been satisfied and released or reconveyed of record and the releasing or
reconveyance of this Deed of Trust shall act as a revocation of this power of
attorney and assignment of rents. Beneficiary shall have and hereby expressly
reserves the right and privilege (but assumes no obligation) to demand, collect,
sue for, receive and recover the Rents, or any part thereof, now existing or
hereafter made, and apply the same in accordance with the provisions of the
Credit Agreement.

                  The following provisions shall also constitute an integral
part of this Deed of Trust:

                  1. Payment of Taxes on the Deed of Trust. Without limiting any
of the provisions of the Credit Agreement, Trustor agrees that, if the United
States or any department, agency or bureau thereof or if the State or any of its
subdivisions or other governmental authority having jurisdiction shall at any
time require documentary stamps to be affixed to this Deed of Trust or shall
levy, assess, or charge any tax, assessment or imposition upon this Deed of
Trust or the credit or indebtedness secured hereby or the interest of
Beneficiary in the Premises or upon Beneficiary or the Lenders by reason of or
as holder of any of the foregoing, then Trustor shall pay for such documentary
stamps in the required amount and deliver them to Trustee or Beneficiary or pay
(or reimburse Beneficiary and the Lenders for) such taxes, assessments or
impositions. Trustor agrees to exhibit to Beneficiary, at any time upon request,
official receipts showing payment of all taxes, assessments and charges which
Trustor is required or elects to pay under this Section. Trustor agrees to
indemnify Trustee and Beneficiary against liability on account of such
documentary stamps, taxes, assessments or impositions, whether such liability
arises before or after payment of the Liabilities and regardless of whether this
Deed of Trust shall have been released or reconveyed.



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                  2. Leases Affecting the Real Property. Trustor agrees
faithfully to perform all of its obligations under all present and future Leases
at any time assigned to Beneficiary as additional security, and to refrain from
any action or inaction which would result in termination of any such Leases or
in the diminution of the value thereof or of the Rents due thereunder. All
future lessees under any Lease made after the date of recording of this Deed of
Trust shall, at Beneficiary's option and without any further documentation,
attorn to Beneficiary as lessor if for any reason Beneficiary becomes lessor
thereunder, and, upon demand, pay rent to Beneficiary, and Beneficiary shall not
be responsible under such Lease for matters arising prior to Beneficiary
becoming lessor thereunder. In addition, Beneficiary shall have the right at any
time hereafter, upon notice to the lessee thereunder, but without any further
documentation or consent, to unilaterally subordinate the lien of this Deed of
Trust to any Lease made after the date of recording of this Deed of Trust.

                  3. Use of the Real Property. Trustor agrees that it shall not
permit the public to use the Real Property in any manner that might tend, in
Beneficiary's reasonable judgment, to impair Trustor's title to such property or
any portion thereof, or to make possible any claim or claims of easement by
prescription or of implied dedication to public use. Trustor shall not use or
permit the use of any part of the Real Property for an illegal purpose,
including, without limitation, the violation of any environmental laws,
statutes, codes, regulations or practices.

                  4. Indemnification. Without limiting any indemnification
Trustor has granted in the Credit Agreement, Trustor agrees to indemnify and
hold harmless Beneficiary and Trustee from and against any and all losses,
suits, liabilities, fines, damages, judgments, penalties, claims, charges, costs
and expenses (including reasonable attorneys' and paralegals' fees, court costs
and disbursements) which may be imposed on, incurred or paid by or asserted
against the Real Property by reason or on account of or in connection with (i)
the construction, reconstruction or alteration of the Real Property, (ii) any
negligence or misconduct of Trustor, any lessee of the Real Property, or any of
their respective agents, contractors, subcontractors, servants, employees,
licensees or invitees or (iii) any accident, injury, death or damage to any
person or property occurring in, on or about the Real Property or any street,
drive, sidewalk, curb or passageway adjacent thereto.

                  5. Insurance. Trustor shall, at its sole expense, obtain for,
deliver to, assign and maintain for the benefit of the Trustee and the
Beneficiary, until the Liabilities are paid in full, insurance policies as
specified in the Credit Agreement. In the event of a casualty loss, the net
insurance proceeds from such insurance policies shall be paid and applied as
specified in the Credit Agreement.

                  6. Condemnation Awards. Trustor hereby assigns to Beneficiary,
as additional security, all awards of damage resulting from condemnation
proceedings or the taking of or injury to the Real Property for public use, and
Trustor agrees that the proceeds of all such awards shall be paid and applied as
specified in the Credit Agreement.

                  7. Remedies. Subject to the provisions of the Credit
Agreement, upon the occurrence of a Default under the terms of the Credit
Agreement ("Event of Default"), in addition



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to any rights and remedies provided for in the Credit Agreement, and to the
extent permitted by applicable law, the following provisions shall apply:

                  (a) Acceleration of Maturity. All of the Liabilities secured
hereby shall, at the option of Beneficiary, immediately become due and payable
without notice or demand.

                  (b) Beneficiary's Power of Enforcement. Beneficiary may,
either with or without entry or taking possession as herein provided or
otherwise, and without regard to whether or not the Liabilities shall be due,
and without prejudice to the right of Trustee or Beneficiary thereafter to bring
an action of foreclosure or any other action for any default existing at the
time such action was commenced, to the fullest extent of the law, proceed by any
appropriate action or proceeding: (i) to enforce payment of the Liabilities, or
the performance of any term, covenant, condition or agreement of this Deed of
Trust or any other right; (ii) to foreclose this Deed of Trust and to sell the
Collateral, either in whole or in separate parcels as Beneficiary may determine
and as prescribed by State law, under power of sale, which power is hereby
granted to the Beneficiary to the full extent permitted by the State law, and
thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance
pursuant to applicable law; (iii) to effect a Trustee's sale of the Collateral;
(iv) to execute any remedies or elections under Code Section 9501(4); or (v) to
pursue any other remedy available to Beneficiary under the Credit Agreement, all
as Beneficiary shall deem most effectual for such purpose. Beneficiary may take
action either by judicial proceedings or by the exercise of its power of sale or
powers with respect to entry or taking possession, as Beneficiary may determine.
Beneficiary may elect to pursue any one or more of all of the remedies set forth
herein and in the Credit Agreement.

                  (c) Beneficiary's Right to Enter and Take Possession, Operate
and Apply Income.

                           (i) Trustor, upon demand of Beneficiary, shall
forthwith surrender to Beneficiary the actual possession, and if and to the
extent permitted by law, Beneficiary itself, or by such officers or agents as it
may appoint, may enter and take possession of all or any part of the Collateral,
and may exclude Trustor and its agents and employees wholly therefrom, and may
have joint access with Trustor to the books, papers and accounts of Trustor.

                           (ii) If Trustor shall for any reason fail to
surrender or deliver the Collateral or any part thereof after such demand by
Beneficiary, Beneficiary may obtain a judgment or decree conferring on
Beneficiary the right to immediate possession or requiring the delivery of
immediate possession of all or part of such Collateral to Beneficiary, to the
entry of which judgment or decree Trustor hereby specifically consents.

                           (iii) Trustor shall pay to Beneficiary, upon demand,
all expenses (including, without limitation, fees and expenses of attorneys,
accountants and agents) of obtaining such judgment or decree or of otherwise
seeking to enforce its rights under this Deed of Trust, and all such expenses
shall, until paid, be secured by this Deed of Trust and shall bear interest at
the rate set forth in the Credit Agreement.

                           (iv) Upon every such entering upon or taking of
possession, Beneficiary may hold, store, use, operate, manage and control the
Collateral and conduct the business thereof, and,



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from time to time (a) make all reasonably prudent or necessary and proper
maintenance, repairs, renewals, replacements, additions, betterments and
improvements thereto and thereon and purchase or otherwise acquire additional
fixtures, personalty or other property; (b) insure or keep the Collateral
insured; (c) manage and operate the Collateral and exercise all the rights and
powers of Trustor to the same extent as Trustor could in its own name or
otherwise with respect to the same; and (d) 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 to its
best advantage. Upon every such entering upon or taking of possession and upon
request of Beneficiary, Trustor shall assemble and make available to Beneficiary
at the Premises any of the Collateral which is not located thereat or has been
removed therefrom. Beneficiary may collect and receive all the Rents of the
Collateral and apply the remaining net income in accordance with the terms of
the Credit Agreement or upon any deficiency decree entered in any foreclosure
proceeding. Beneficiary shall be liable to account only for those Rents of the
Collateral actually received. The entering upon and taking possession of the
Collateral, and the collection of any Rents of the Collateral actually received
shall not 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, but shall be cumulative of all other
rights and remedies. Beneficiary shall not be liable to Trustor, anyone claiming
under or through Trustor or anyone having an interest in the Collateral by
reason of anything done or left undone by Beneficiary, excluding, however, any
such liability as may be attributable to the gross negligence or willful
misconduct of Beneficiary. Nothing contained in this paragraph (c) 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 Collateral and
collecting the Rents, any funds expended by Beneficiary (including attorney's
fees) for such purposes shall become indebtedness of Trustor to Beneficiary
secured by this Deed of Trust and shall bear interest at the rate set forth in
the Credit Agreement until paid. Notwithstanding Beneficiary's continuance in
possession or receipt and application of Rents, Beneficiary shall be entitled to
exercise every right provided for in this Deed of Trust or the Credit Agreement
or by law upon or after the occurrence of an Event of Default, including the
right to exercise the power of sale. Any of the actions referred to in this
paragraph (c) may be taken by Beneficiary at such time as Beneficiary is so
entitled, without regard to the adequacy of any security for the obligations
hereby secured.

                           (v) If Trustor fails to fully perform or make payment
in accordance with the Credit Agreement, Beneficiary may, in addition to any
other rights and remedies hereunder and, to the extent permitted by law,
exercise any and all remedies provided in the Credit Agreement.

                  (d) Performance by Beneficiary After Defaults. Beneficiary
may, but without any obligation to do so, to preserve its interest in the
Collateral, and without releasing Trustor from any obligation hereunder and
without waiving its rights to declare a default as provided herein or in the
Credit Agreement or impairing any declaration of a default or election to cause
the Collateral to be sold or any sale proceeding predicated thereon, pay,
perform or observe any or all of Trustor's obligations under the Loan Documents
or take any action necessary to cause any representation or warranty therein to
be true, and all reasonable payments made or reasonable costs or expenses
incurred by Beneficiary in connection therewith (including reasonable attorneys'
fees), shall be secured hereby and shall be, without demand, immediately repaid
by



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Trustor to Beneficiary with interest thereon at the highest rate permitted by
law. Beneficiary shall be the sole judge of the necessity for any such actions
and of the amounts to be paid. Beneficiary is hereby empowered to enter and to
authorize others to enter upon the Collateral or any part thereof for the
purpose of performing or observing any such defaulted term, covenant or
condition without thereby becoming liable to Trustor or any person in possession
holding under Trustor.

                  (e) Receiver. The court in which any proceeding is pending for
the purpose of foreclosure of this Deed of Trust or any court in the event the
property is sold by power of sale may, at once or at any time thereafter, either
before or after sale, without notice and without requiring bond, and without
regard to the solvency or insolvency of any person liable for payment of the
Liabilities secured hereby, and without regard to the then value of the
Collateral or the occupancy thereof as a homestead (and Trustor and each such
person shall be deemed to have waived any right to require proof of any of the
foregoing and consented to the appointment of such receiver), appoint a receiver
(the provisions for the appointment of a receiver and assignment of rents being
an express condition upon which the Loans and other financial accommodations as
provided in the Credit Agreement are made) for the benefit of Beneficiary, with
power to collect the rents, issues and profits of the Collateral, due and to
become due, during such foreclosure suit and the full statutory period of
redemption notwithstanding any redemption. The receiver, out of such Rents, when
collected, may pay costs incurred in the management and operation of the
Collateral, prior and subordinate liens, if any, and taxes, assessments, water
and other utilities and insurance, then due or thereafter accruing, and may make
and pay for any necessary repairs to the Collateral, and may pay all or any part
of the Liabilities or other sums secured hereby or any deficiency decree entered
in such foreclosure proceedings. Upon or at any time after the filing of a suit
to foreclose this Deed of Trust, the court in which such suit is filed shall
have full power to enter an order placing Trustee or Beneficiary in possession
of the Collateral with the same power granted to a receiver pursuant to this
subparagraph and with all other rights and privileges of a
mortgagee-in-possession under applicable law.

                  (f) Sale or Disposition of Collateral. Beneficiary may elect
to cause the Collateral or any part thereof to be sold as follows:

                           (i) Beneficiary may proceed as if all of the
Collateral were real property in accordance with subparagraph (iv) below, or
Beneficiary may elect to treat any of the Collateral which consists of a right
in action or which is property that can be severed from the land or the
improvements thereon without causing structural damage thereto as if the same
were personal property, and dispose of the same in accordance with subparagraph
(iii) below, separate and apart from the sale of real property, the remainder of
the Collateral being treated as real property.

                           (ii) Beneficiary may cause any such sale or other
disposition to be conducted immediately following the expiration of any grace
period, if any, herein provided or Beneficiary may delay any such sale or other
disposition for such period of time as Beneficiary deems to be in its best
interest. Should Beneficiary desire that more than one such sale or other
disposition be conducted, Beneficiary may, at its option, cause the same to be
conducted simultaneously, or successively on the same day, or at such different
days or times and in such order as Beneficiary may deem to be in its best
interests.



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                           (iii) Should Beneficiary elect to cause any of the
Collateral to be disposed of as personal property as permitted by subparagraph
(a) above, it may dispose of any part thereof in any manner now or hereafter
permitted by Article 9 of the Code or in accordance with any other remedy
provided by law. Any such disposition may, to the extent permitted by law, be
conducted by an employee or agent of Beneficiary or Trustee. Both Trustor and
Beneficiary shall be eligible to purchase any part or all of such property at
any such disposition. Any such disposition may be either public or private as
Beneficiary may so elect, subject to the provisions of the Code. Expenses of
retaking, holding, preparing for sale, selling or the like shall include
Beneficiary's and Trustee's reasonable attorneys' fees and legal expenses.
Trustor, upon demand of Beneficiary, shall assemble such personal property and
make it available to Beneficiary at the Land, a place which is hereby deemed
reasonably convenient to Beneficiary and Trustor. Beneficiary shall give Trustor
at least ten (10) days' prior written notice of the time and place of any public
sale or other disposition of such property or of the day on or after which any
private sale or any other intended disposition is to be made, and if such notice
is sent to Trustor as provided in Section 13 hereof, it shall constitute
reasonable notice to Trustor.

                           (iv) Upon the occurrence of an Event of Default and
the election of Beneficiary to effect a trustee's sale of the Collateral or any
part thereof which is real property or which Beneficiary has elected to treat as
real property, in lieu of foreclosure, upon such election, Beneficiary or
Trustee shall give such notice of default and election to sell as may then be
required by law. Thereafter, upon the expiration of such time and the giving of
such notice of sale as may then be required by law, and without the necessity of
any demand on Trustor, Trustee, at the time and place specified in the notice of
sale, shall sell the Collateral or any portion thereof specified by Beneficiary,
at public auction, to the extent permitted by law, in any county of the State in
which the Land is located, all at Beneficiary's election, to the highest bidder
for cash in lawful money of the United States, subject, however, to the
provisions of Section 8. Trustee may, and upon request of Beneficiary shall,
from time to time postpone the sale by public announcement thereof at the time
and place noticed therefor. If the Collateral consists of several lots or
parcels, Beneficiary may direct that the same be sold as a unit or be sold
separately and, if to be sold separately, Beneficiary may designate the order in
which such lots or parcels shall be offered for sale or sold. Any person,
including Trustor or Beneficiary, may purchase at the sale. Upon the sale,
Trustee shall execute and deliver to the purchaser or purchasers a deed or deed
conveying the property so sold, but without any covenant or warranty whatsoever,
express or implied, whereupon such purchaser or purchasers shall be let into
immediate possession.

                           (v) In the event of a sale or other disposition of
the Collateral, or any part thereof, and the execution of a deed or other
conveyance pursuant thereto, the recitals therein of facts, such as an Event of
Default, the giving of notice of an Event of Default and notice of sale, demand
that such sale should be made, postponement of sale, terms of sale, sale,
purchase, payments of purchase money, and any other facts affecting the
regularity or validity of such sale or disposition shall be conclusive proof of
the truth of such facts; and any such deed or conveyance shall be conclusive
against all persons as to such facts recited therein.

                           (vi) The acknowledgment of the receipt of the
purchase money, contained in any deed or conveyance executed as aforesaid, shall
be sufficient to discharge the grantee of all



                                       10
<PAGE>   11

obligations to see to the proper application of the consideration therefor as
hereinafter provided. The purchaser at any trustee's or foreclosure sale
hereunder may disaffirm any easement granted or rental or lease contract made in
violation of any provision of this Deed of Trust or any of the other Loan
Documents and may take immediate possession of the Collateral free from, and
despite the terms of, such grant of easement and rental or lease contract.

                           (vii) Upon the completion of any sale or sales made
by Trustee or Beneficiary, as the case may be, under or by virtue of this
Section 7, Trustee or any 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 irrevocably the true and lawful
attorney-in-fact of Trustor in its name and stead to make all necessary
conveyances, assignments, transfers and deliveries of the Collateral or any part
thereof and the rights so sold and for that purpose Trustee may execute all
necessary instruments of conveyance, assignment and transfer, and may substitute
one or more persons with like power, Trustor hereby ratifying and confirming all
that its said attorney or any substitute or substitutes shall lawfully do by
virtue hereof. Nevertheless, Trustor, if so requested by Trustee or Beneficiary,
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 or Beneficiary, for the purpose as may be
designated in such request. Any such sale or sales made under or by virtue of
this Section 7, 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 of the estate, right, title, interest, claim
and demand whatsoever, whether at law or in equity, of Trustor in and to the
properties and rights so sold, and shall be a perpetual bar, both at law and in
equity, against Trustor and any and all persons claiming or who may claim the
sale, or any part thereof, from, through or under Trustor.

                           (viii) Trustor hereby expressly waives any right
which it may have to direct the order in which any of the Collateral shall be
sold in the event of any sale or sales pursuant hereto.

                  8. Purchase by Beneficiary. Upon any sale made under or by
virtue of Section 7 (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), Beneficiary may bid for and acquire the Collateral or any
part thereof and in lieu of paying cash therefor may make settlement for the
purchase price by crediting, in whole or in part, against the Liabilities the
net sale price (subject to the limitations of Section 580(a) of the California
Code of Civil Procedure, if applicable, and any other applicable laws) after
deducting therefrom the expenses of the sale and the costs of the action and any
other sums which Beneficiary is authorized to deduct under this Deed of Trust.

                  9. Application of the Rents or Proceeds from Foreclosure or
Sale. In any foreclosure of this Deed of Trust by judicial action, or any sale
of the Collateral by advertisement, in addition to any of the terms and
provisions of the Credit Agreement, there shall be allowed (and included in the
decree for sale in the event of a foreclosure by judicial action) to be paid out
of the Rents or the proceeds of such foreclosure proceeding and/or sale all of
first priority and position and in parity with each other:



                                       11
<PAGE>   12

                  (a) Liabilities. All of the Liabilities and other sums secured
hereby which then remain unpaid; and

                  (b) Other Advances. All other items advanced or paid by
Beneficiary pursuant to this Deed of Trust and all taxes or assessments, except
any taxes, assessments or other charges subject to which the Collateral shall
have been sold; and

                  (c) Costs, Fees and Other Expenses. All court costs,
reasonable attorneys' and paralegals' fees and expenses, appraiser's fees,
advertising costs, filing fees and transfer taxes, notice expenses, expenditures
for documentary and expert evidence, stenographer's charges, publication costs,
and costs (which may be estimated as to items to be expended after entry of the
decree) of procuring all abstracts of title, title searches and examinations,
title guarantees, title insurance policies, Torrens certificates and similar
data with respect to title which Beneficiary in the reasonable exercise of its
judgment may deem necessary. All such expenses shall become additional
Liabilities secured hereby when paid or incurred by Beneficiary in connection
with any proceedings, including but not limited to probate and bankruptcy
proceedings, to which Beneficiary shall be a party, either as plaintiff,
claimant or defendant, by reason of this Deed of Trust or any indebtedness
hereby secured or in connection with the preparations for the commencement of
any suit for the foreclosure, whether or not actually commenced, or sale by
advertisement. The proceeds of any sale (whether through a foreclosure
proceeding or Beneficiary's exercise of the power of sale) shall be distributed
and applied in accordance with the terms of the Credit Agreement.

                  10. Cumulative Remedies; Delay or Omission Not a Waiver. Each
remedy or right of Beneficiary shall not be exclusive of but shall be in
addition to, every other remedy or right now or hereafter existing at law or in
equity. No delay in the exercise or omission to exercise any remedy or right
accruing on the occurrence or existence of any Event of Default shall impair any
such remedy or right or be construed to be a waiver of any such Event of Default
or acquiescence therein, nor shall it affect any subsequent Event of Default of
the same or different nature. Every such remedy or right may be exercised
concurrently or independently and when and as often as may be deemed expedient
by Beneficiary.

                  11. Beneficiary's Remedies against Multiple Parcels. If more
than one property, lot or parcel is covered by this Deed of Trust, and if this
Deed of Trust is foreclosed upon, or judgment is entered upon any Liabilities
secured hereby, or if Beneficiary exercises its power of sale, to the extent
permitted by applicable law, execution may be made upon or Beneficiary may
exercise its power of sale against any one or more of the properties, lots or
parcels and not upon the others, or upon all of such properties or parcels,
either together or separately, and at different times or at the same time, and
execution sales or sales by advertisement may likewise be conducted separately
or concurrently, in each case at Beneficiary's election.

                  12. No Merger. In the event of a foreclosure of this Deed of
Trust or any other mortgage or deed of trust securing the Liabilities, to the
extent permitted by applicable law, the Liabilities then due Beneficiary shall
not be merged into any decree of foreclosure entered by the



                                       12
<PAGE>   13

court, and to the extent permitted by applicable law, Beneficiary may
concurrently or subsequently seek to foreclose one or more mortgages or deeds of
trust which also secure the Liabilities.

                  13. Notices. All notices and other communications provided to
any party hereto under this Deed shall be in writing or by telex or by facsimile
and addressed or delivered to such party at its address set forth below or at
such other address as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with postage prepaid,
shall be deemed given when received; any notice, if transmitted by telex or
facsimile, shall be deemed given when transmitted (answerback confirmed in the
case of telexes).

                  if to Trustor:

                           Ormco Corporation
                           1717 West Collins Avenue
                           Orange, California 92867
                           Attention: Treasurer/Vice President-Finance
                           Telecopy No.: 714/516-7696

                  with a copy to:

                           Quarles & Brady LLP
                           411 East Wisconsin Avenue
                           Milwaukee, Wisconsin 53202-4497
                           Attention: David L. Bourne
                           Telecopy No.: 414/271-3552

                  if to Trustee:

                           First American Title Insurance Company
                           411 Ivy Street
                           San Diego, California 92101
                           Attention: Title Officer
                           Telecopy No.: 619/231-4629

                  if to Beneficiary:

                           ABN AMRO BANK N.V.
                           135 South LaSalle Street
                           Suite 625
                           Chicago, Illinois 60674-9135
                           Attention: Wendy A. Eckelkamp
                           Telecopy No.: 312/606-8425



                                       13
<PAGE>   14

                  with a copy to:

                           Sidley & Austin
                           Bank One Plaza
                           10 South Dearborn Street
                           Chicago, Illinois 60603
                           Attn: Sara E. Bartlett
                           Telecopy No.: 312/853-7036

                  14. Extension of Payments. Trustor agrees that, without
affecting the liability of any person for payment of the Liabilities secured
hereby or affecting the lien of this Deed of Trust upon the Collateral or any
part thereof (other than persons or property explicitly released as a result of
the exercise by Beneficiary of its rights and privileges hereunder), Beneficiary
may at any time and from time to time, on request of Trustor, without notice to
any person liable for payment of any Liabilities secured hereby, but otherwise
subject to the provisions of the Credit Agreement, extend the time, or agree to
alter or amend the terms of payment of such Liabilities. Trustor further agrees
that any part of the security herein described may be released with or without
consideration without affecting the remainder of the Liabilities or the
remainder of the security.

                  15. Governing Law. Trustor agrees that this Deed of Trust, the
Credit Agreement, and the other Loan Documents are to be construed, governed and
enforced in accordance with the laws of the State of Illinois except as to
matters relating to the creation, perfection, priority and enforcement of the
liens on, and security interests in, the Mortgaged Property, which shall be
governed by the laws of the State. Wherever possible, each provision of this
Deed of Trust shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Deed of Trust shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Deed of Trust.

                  16. Reconveyance.

                  (a) Upon full payment of all the Liabilities, at the time and
in the manner provided in the Credit Agreement, or upon satisfaction of the
conditions set forth in the Credit Agreement for release of the Collateral from
this Deed of Trust, this conveyance or lien shall be null and void and,
following such payment or satisfaction of the conditions set forth in the Credit
Agreement for release of the Collateral, as the case may be, written notice of
such payment or satisfaction and all other items set forth in Section 16(b)
below shall promptly be provided by Beneficiary to Trustee.

                  (b) Trustee agrees that upon written request of Beneficiary
stating that all Liabilities secured hereby have been paid or satisfied, and
upon surrender of this Deed of Trust or a copy hereof and the Note or Notes, if
any, or other document evidencing the Liabilities to Trustee for cancellation
and retention, and upon payment of the fees, Trustee shall reconvey, without
warranty, the Collateral then held hereunder. The grantee in any reconveyance
may be described as the "person or persons legally entitled thereto," and the
recitals therein of any matters or facts shall be conclusive proof of the
truthfulness thereof. Trustor agrees to pay a Trustee's fee for full or partial
reconveyance, together with a recording fee if Trustee, at its option, elects to
record said



                                       14
<PAGE>   15

reconveyance. Five years after issuance of such full reconveyance, Trustee may
destroy this Deed of Trust and any documents retained by Trustee (unless
directed in such request to retain them).

                  17. Successors and Assigns Included in Parties. This Deed of
Trust shall be binding upon Trustor and upon the successors, assigns and vendees
of Trustor and shall inure to the benefit of Trustor's, Trustee's and
Beneficiary's successors and assigns; all references herein to Trustor and to
Beneficiary shall be deemed to include their respective successors and assigns.
Trustor's successors and assigns shall include without limitation a receiver,
trustee or debtor in possession of or for Trustor. Beneficiary's successor shall
include without limitation any successor agent selected in accordance with the
terms of the Credit Agreement. Wherever used, the singular number shall include
the plural, the plural shall include the singular, and the use of any gender
shall be applicable to all genders.

                  18. Waiver of Appraisement, Valuation, Stay, Extension and
Redemption Laws. To the full extent permitted by law, Trustor waives and agrees
not to assert: (i) any right to require Beneficiary to proceed against any
Guarantor, to proceed against or exhaust any other security for the Liabilities,
to pursue any other remedy available to Beneficiary, or to pursue any remedy in
any particular order or manner; (ii) the benefits of any legal or equitable
doctrine or principle of marshaling; (iii) the benefits of any statute of
limitations affecting the enforcement hereof; and (iv) demand, diligence,
presentment for payment, protest and demand, and notice of extension, dishonor,
protest, demand and nonpayment, relating to the Liabilities. Trustor agrees, to
the full extent permitted by law, that at all times following an Event of
Default, neither Trustor nor anyone claiming through or under it shall or will
set up, claim or seek to take advantage of any appraisement, valuation, stay, or
extension laws now or hereafter in force, in order to prevent or hinder the
enforcement or foreclosure of this Deed of Trust or the absolute sale of the
Collateral or the final and absolute putting into possession thereof,
immediately after such sale, of the purchaser thereof, and Trustor, for itself
and all who may at any time claim through or under it, hereby waives, to the
full extent that it may lawfully so do, the benefit of all such laws, and any
and all right to have the assets comprising the Collateral marshaled upon any
foreclosure of the lien hereof and agrees that Beneficiary or any court having
jurisdiction to foreclose such lien may sell the Collateral in part or as an
entirety. To the full extent permitted by law, Trustor hereby waives any and all
statutory or other rights of redemption from sale under any order or decree of
foreclosure of this Deed of Trust, on its own behalf and on behalf of each and
every person acquiring any interest in or title to the Collateral subsequent to
the date hereof.

                  19. Interpretation with Other Documents. Notwithstanding
anything in this Deed of Trust to the contrary but subject to Section 15 hereof,
in the event of a conflict or inconsistency between the Deed of Trust and the
Credit Agreement, the provisions of the Credit Agreement shall govern; provided,
however, that notwithstanding the foregoing, Beneficiary shall be entitled to
exercise all rights and enjoy all benefits of Code Section 9501(4).

                  20. Future Advances. This Deed of Trust is given for the
purpose of securing loan advances which the Beneficiary and the Lenders have
made or may make to or for Trustor pursuant and subject to the terms and
provisions of the Credit Agreement. The parties hereto intend that, in addition
to any other debt or obligation secured hereby, this Deed of Trust shall



                                       15
<PAGE>   16

secure unpaid balances of loan advances made after this Deed of Trust is
delivered to the County Recorder, San Diego County, California, whether made
pursuant to an obligation of Beneficiary or otherwise, provided that such
advances are within twenty (20) years from the date hereof and in such event,
such advances shall be secured to the same extent as if such future advances
were made on the date hereof, although there may be no advance made at the time
of execution hereof and although there may be no indebtedness outstanding at the
time any advance is made. Such loan advances may or may not be evidenced by
notes executed pursuant to the Credit Agreement.

                  21. Invalid Provisions to Affect No Others. In the event that
any of the covenants, agreements, terms or provisions contained in this Deed of
Trust shall be invalid, illegal or unenforceable in any respect, the validity of
the remaining covenants, agreements, terms or provisions contained herein or in
the Credit Agreement shall not be in any way affected, prejudiced or disturbed
thereby. In the event that the application of any of the covenants, agreements,
terms or provisions of this Deed of Trust is held to be invalid, illegal or
unenforceable, those covenants, agreements, terms and provisions shall not be in
any way affected, prejudiced or disturbed when otherwise applied.

                  22. Changes. Neither this Deed of Trust nor any term hereof
may be changed, waived, discharged or terminated orally, or by any action or
inaction, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought. To the
extent permitted by law, any agreement hereafter made by Trustor and Trustee or
Beneficiary relating to this Deed of Trust shall be superior to the rights of
the holder of any intervening lien or encumbrance.

                  23. Successor Trustee. Beneficiary, or any successor in
ownership of any indebtedness secured hereby, may from time to time, by
instrument in writing, substitute a successor or successors to any Trustee named
herein or acting hereunder, in the manner prescribed by law.

                  24. Trustee's Covenants and Acceptance. Trustee covenants
faithfully to perform the trust herein created, being liable, however, only for
gross negligence or willful misconduct. Trustee accepts this Trust, when this
Deed of Trust, duly executed and acknowledged, is made a public record as
provided by law. Trustee is not obligated to notify any party hereto of any
action or proceeding in which Trustor, Beneficiary or Trustee shall be a party
unless brought by Trustee.

                  25. Fixture Filing. Pursuant to Section 9402 of the Code, the
following information is set forth for the purpose of constituting this Deed of
Trust a financing statement to be filed as a fixture filing:

                  A. Debtor:

                           Ormco Corporation

                           Address of Debtor:
                           1717 West Collins Avenue
                           Orange, California 92867



                                       16
<PAGE>   17

                  B. Secured Party:

                           ABN AMRO BANK N.V.
                           Administrative Agent

                           Address of Secured Party:

                           135 South LaSalle Street
                           Suite 625
                           Chicago, Illinois 60674-9135
                           Attention: Wendy A. Eckelkamp
                           Telecopy No.: 312/606-8425

                  C. This financing statement covers the personal property and
fixtures described in the definition "Collateral."

                  D. The above goods and property are or are to become fixtures
on the real property described in Exhibit A.

                  F. The record owner of the land is Ormco Corporation

                  26. Captions and Interpretations. The captions of the Sections
of this Deed of Trust are for the purpose of convenience only and are not
intended to be a part of this Deed of Trust and shall not be deemed to modify,
explain, enlarge or restrict any of the provisions hereof. In this Deed of
Trust, whenever the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular number includes the plural.

                  27. Title Acts by Trustee. At any time or from time to time,
without liability therefor and without notice, upon written request of Trustor
and Beneficiary (or solely upon the request of Beneficiary after an Event of
Default), payment of its fees and presentation of this Deed of Trust, without
affecting the liability of any person for the payment of the Liabilities,
Trustee may (a) consent to the making of any map or plat of the Real Property,
(b) join in granting any easement or creating any restriction thereon, (c) join
in any subordination or other agreement affecting this Deed of Trust or the lien
or charge thereof. At any time, or from time to time, without liability therefor
and without notice, upon written request from Beneficiary (without any request
from Trustor), and payment of its fees and presentation of this Deed of Trust,
without affecting the liability of any person for the payment of the
Liabilities, Trustee may reconvey, without warranty, all or any part of the Real
Property.

                  28. Delay or Omission Not a Waiver. No delay or omission of
Trustee or Beneficiary to exercise any right, power or remedy accruing upon any
Event of Default shall exhaust or impair any such right, power or remedy, or
waive the provisions hereof, or be construed to waive any such Event of Default
or to constitute acquiescence therein. Every right, power and remedy given to
Trustee or Beneficiary may be exercised from time to time and as often as may be
deemed expedient by Beneficiary.



                                       17
<PAGE>   18

                  29. Request for Notice. Trustor herein named requests a copy
of any notice of default and any notice of sale at Trustor's address hereinabove
set forth.

                  30. Time of Essence. Time is of the essence with respect to
the provisions of this Deed of Trust.

                  31. Deficiency Judgments. To the fullest extent permitted by
law Trustor waives all rights that Trustor may have under (i) any law which may
limit the amount of a deficiency judgment based on any of the obligations
secured by this Deed of Trust; (ii) any bar to deficiency judgments; (iii) any
requirement of the law that Beneficiary exhaust any of the Collateral or any
other security for the obligations secured by this Deed of Trust before
proceeding against any guarantor; (iv) any law which may prohibit Beneficiary
from enforcing its rights and remedies against Trustor by both a private
trustee's sale and an action in court; and (v) any law which requires that a
court action to enforce the Beneficiary's rights be an action to foreclose the
Deed of Trust. The foregoing waiver includes, but is not limited to, waivers of
the benefit of California Code of Civil Procedure Sections 580a, 580b, 580d and
726, as amended or recodified from time to time.

                  32. No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Deed of Trust. In
the event an ambiguity or question of intent or interpretation arises, this Deed
of Trust shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Deed of Trust.

                  IN WITNESS WHEREOF, this instrument is executed as of the day
and year first above written by the undersigned on behalf of Trustor (and said
person or persons hereby represent that they possess full power and authority to
execute this instrument).



                                       18
<PAGE>   19

TRUSTOR HEREBY DECLARES AND ACKNOWLEDGES THAT IT HAS RECEIVED, WITHOUT CHARGE, A
TRUE COPY OF THIS DEED OF TRUST.


                                       TRUSTOR:

                                       ORMCO CORPORATION


                                       By:
                                          --------------------------------------

                                          --------------------------------------
                                          Vice
                                              ----------------------------------

<PAGE>   20

STATE OF _________________ )
                           ) SS
COUNTY OF ________________ )

                  I, the undersigned, a Notary Public in and for said County, in
said State, hereby certify that ____________, whose name as _________ of Ormco
Corporation, a Delaware corporation, is signed to the foregoing instrument, and
who is known to me, acknowledged before me on this day that, being informed of
the contents of the instrument, he, as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

                  Given under my hand and Official seal this _____ day of
December, 2000.


                                       -----------------------------------------
                                       Notary Public
(Seal)

                                       My Commission Expires:
                                                              ------

                                       Notary Public in and for the
                                       State of
                                                -----------
<PAGE>   21

                                    EXHIBIT A



                        Legal Description of the Premises

<PAGE>   22

                                    EXHIBIT B

                          Permitted Exceptions to Title

                  Those title exceptions listed on that certain title commitment
1254449-2, dated December __, 2000, issued by First American Title Insurance
Company for the property described on Exhibit A hereto.