Exhibit 10(ii)
                            ALL-INCLUSIVE TRUST DEED

                            With Assignment of Rents

         THIS  ALL-INCLUSIVE  TRUST DEED made this 30tti day of November,  1999,
between A-Z South  State  Corporation,  a Utah  corporation,  as TRUSTOR,  whose
address is 268 West 400 South,  Suite 300, Salt Lake City,  Utah 84101 and FIRST
AMERICAN TITLE INSURANCE COMPANY - UTAH DIVISION,  as TRUSTEE,  and Abdul Rashid
Afridi, as BENEFICIARY,

         WITNESSETH: That Trustor CONVEYS AND WARRANTS TO TRUSTEE IN TRUST, WITH
POWER OF SALE, the following  described  property  situated in Salt Lake County,
State of Utah.

         Lots  32,33 and 34,  Block 1,  SOUTH MAIN  STREET  ADDITION,  PLAT "A",
         according to the official  plat  thereof,  as recorded in the office of
         the County Recorder of said County.

         Together with all buildings,  fixtures and improvements thereon and all
water rights,  rights of way,  easements,  rents,  and issues,  profits,  income
tenements,  hereditaments,  privileges and appurtenances hereunto belonging, now
hereafter  used or enjoyed with said  property,  or any part  thereof,  SUBJECT,
HOWEVER,  to the right,  power and authority  hereinafter given to and conferred
upon Beneficiary to collect and apply such rents, issues, and profits;

         FOR THE PURPOSE OF SECURING (1) payment of the  indebtedness  evidenced
by an  All-Inclusive  Promissory  Note  (hereinafter  the  "Note")  of even date
herewith, in the principal sum of $400,000.00,  made by Trustor,  payable to the
order of  Beneficiary  at the times,  in the manner and with interest as therein
set forth, and any extensions and/or renewals or modifications  thereof; (2) the
performance of each agreement of Trustor  herein  contained;  (3) the payment of
such  additional  loans or  advances  as  hereafter  may be to  Trustor,  or his
successors or assigns,  when  evidenced by a Promissory  Note or Notes  reciting
that they are  secured  by this  Trust  Deed;  and (4) the  payment  of all sums
expended  or  advanced by  Beneficiary  under or  pursuant to the terms  hereof,
together with interest as herein provided.

         This instrument is an All-Inclusive  Trust Deed subject and subordinate
to the following instruments (hereinafter "Senior Encumbrances"):

         A Trust Deed recorded December 31,1998,  as Entry No. 7208956,  in Book
8216, at Page 1196 of Official  Records of Salt Lake County,  which,  if a Trust
Deed  secured a  Promissory  Note in the  original  principal  amount of,  Three
Hundred Eighty Eight Thousand One Hundred Ninety Nine Dollars is in the original
principal amount of Dollars, ($388,199.00),  dated December 31,1999, in favor of
Bank of Utah,  with the Trustor  being Abdul Rashid  Afridi,  which said Deed of
Trust shows Bank of Utah, as Trustee.

         The Promissory Note secured by said Trust Deed hereinafter  referred to
as the  senior  Note.  Nothing  in this  Trust  Deed,  the  Note or any  deed in
connection  herewith  shall be deemed to be an  assumption by the Trustor of the
Senior Note or Senior Encumbrance.





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           TO PROTECT THE SECURITY OF THIS TRUST DEED, TRUSTOR AGREES:

1. To keep said property in good condition and repair; not to remove or demolish
any  building  thereon,  to  complete  or  restore  promptly  and  in  good  and
workmanlike  manner any building which may be constructed,  damaged or destroyed
thereon;  to comply with all laws,  covenants and  restrictions  affecting  said
property; not to commit or permit waste thereof; not to commit, suffer or permit
any act upon said  property in violation of law; to do all other acts which from
the character or use of said property may be reasonably necessary,  the specific
enumerations  herein not excluding the general;  and, if the loan secured hereby
or any part thereof is being obtained for the purpose of financing  construction
of improvements on said property, Trustor further agrees:

          (a)  To  commence  construction  promptly  and  to  pursue  same  with
          reasonable  diligence  to  completion  in  accordance  with  plans and
          specifications satisfactory to Beneficiary, and

          (b) To allow  Beneficiary to inspect said property at all times during
          construction.

         Trustee, upon presentation to it of an affidavit signed by Beneficiary,
setting  forth  facts  showing a default by Trustor  under  this  paragraph,  is
authorized to accept as true and conclusive  all facts and  statements  therein,
and to act thereon hereunder.

2. To  provide  and  maintain  insurance,  of such type or types and  amounts as
Beneficiary may require,  on the improvements now existing or hereafter  erected
or placed  on said  property.  Such  insurance  shall be  carried  in  companies
approved  by  Beneficiary  with  loss  payable  clauses  in favor of and in form
acceptable to Beneficiary. In event of loss, Trustor shall give immediate notice
to Beneficiary, who may make proof of loss, and each insurance company concerned
is hereby  authorized  and  directed to make  payment for such loss  directly to
Beneficiary  instead of to Trustor and  Beneficiary  jointly,  and the insurance
proceeds, or any part thereof, may be applied by Beneficiary,  at its option, to
reduction of the indebtedness  hereby secured or to the restoration or repair of
the property damaged.

3. To deliver to, pay for and maintain with  Beneficiary  until the indebtedness
secured  hereby  is paid in full  such  evidence  of  title as  Beneficiary  may
require,  including  abstracts of title or policies of title  insurance  and any
extensions or renewals thereof or supplements thereto.

4. To appear in and  defend any action or  proceeding  purporting  to affect the
security  thereof,  the  title to said  property,  or the  rights  or  powers of
Beneficiary or Trustee;  and should  Beneficiary or Trustee elect to also appear
in or defend  any such  action  or  proceeding,  to pay all costs and  expenses,
including  cost of evidence of title and  attorney's  fees in a  reasonable  sum
incurred by Beneficiary or Trustee.

5. To pay all taxes,  insurance and  assessments  of every kind or nature as and
when  required by the Holders of Senior  Encumbrances  or when  otherwise due in
absence of any requirements under the Senior Encumbrances.

6. Should Trustor fail to make any payment or to do any act as herein  provided,
then Beneficiary or Trustee,  but without obligation to do so and without notice
to or demand upon  Trustor and without  releasing  Trustor  from any  obligation
hereof, may: Make or do the same in such manner and to such extent as either may
deem  necessary to protect the security  hereof,  Beneficiary  or Trustee  being
authorized to enter upon said property for such  purposes;  commence,  appear in
and defend any action or proceeding  purporting to affect the security hereof or
the rights or powers of  Beneficiary  or Trustee;  pay,  purchase,  contest,  or
compromise  any  encumbrance,  charge or lien which in the.  judgment  of either
appears to be prior or superior hereto; and in exercising any such powers, incur
any liability,  expend whatever  amounts in its absolute  discretion it may deem
necessary thereof,  including cost of evidence of title, employ counsel, and pay
reasonable legal fees.

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7. To pay  immediately  and  without  demand  all  sums  expended  hereunder  by
Beneficiary or Trustee, with interest from date of expenditure at the rate borne
by the principal  balance  under the Note until paid and the  repayment  thereof
shall be secured hereby.

IT IS MUTUALLY AGREED THAT:

8. Should said property or any part thereof be taken or damaged by reason of any
public  improvement  or  condemnation   proceeding,   or  damaged  by  fire,  or
earthquake,  or in any  other  manner,  Beneficiary  shall  be  entitled  to all
compensation,  awards,  and  other  payments  or relief  therefor,  and shall be
entitled at its option to commence, appear in and prosecute in its own name, any
action or  proceedings,  or to make any  compromise  or settlement in connection
with such taking or damage. All such compensation,  awards,  damages,  rights or
action and  proceeds,  including  the proceeds of any policies of fire and other
insurance affecting said property, are hereby assigned to Beneficiary,  who may,
after deducting therefrom all its expenses, including attorney's fees, apply the
same on any indebtedness secured hereby.  Trustor agrees to execute such further
assignments  of any  compensation,  award,  damages,  and  rights of action  and
proceeds as Beneficiary or Trustee may require.

9. At any  time and from  time to time  upon  written  request  of  Beneficiary,
payment  of its  fees  and  presentation  of this  Trust  Deed  and the  note of
endorsement  (in case of full  reconveyance,  for  cancellation  and retention),
without  affection  the  liability  of  any  persons  for  the  payment  of  the
indebtedness secured hereby, Trustee may (a) consent to the making of any map or
plat of said  property;  (b) join in  granting  any  easement  or  creating  any
restriction  thereon; (c) join in any subordination or other agreement affecting
this Trust Deed or the lien or charge thereof-, (d) reconvey,  without warranty,
all or any  part  of said  property.  The  grantee  in any  reconveyance  may be
described as "the person or persons entitled thereto",  and the recitals therein
of any matters or facts shall be conclusive proof of the  truthfulness  thereof.
Trustor  agrees  to pay  reasonable  Trustee's  fees  for  any  of the  services
mentioned in this paragraph.

10. As additional  security,  Trustor  hereby  assigns  Beneficiary,  during the
continuance  of these  trusts,  all  rents,  issues,  royalties,  profits of the
property  affected  by this  Trust  Deed and of any  personal  property  located
thereon. Until Trust or shall default in the payment of any indebtedness secured
hereby or in the performance of any agreement hereunder,  Trustor shall have the
right to collect all such rents, issues,  royalties, and profits earned prior to
default as they become due and payable.  If Trustor  shall default as aforesaid,
Trustor's right to collect any of such moneys shall cease and Beneficiary  shall
have the right,  with or without  taking  possession  of the  property  affected
hereby,  to collect  all  rents,  royalties,  issues,  and  profits.  Failure or
discontinuance  of  Beneficiary  at any time or from time to time to collect any
such  moneys  shall not in any  manner  affect  the  subsequent  enforcement  by
Beneficiary  of the right,  power,  and  authority to collect the same.  Nothing
contained herein, nor the exercise of the right by Beneficiary to collect, shall
be, or be construed to be, an affirmation  by Beneficiary of any tenancy,  lease
or option, nor an assumption of liability under, nor a subordination of the lien
or charge of this Trust Deed to any such tenancy, lease or option.

11. Upon any default by Trustor  hereunder,  Beneficiary may at any time without
notice,  either in person,  by agent,  or by receiver to be appointed by a court
(Trustor hereby  consenting to the appointment of Beneficiary as such receiver),
and without regard to the adequacy of any security for the  indebtedness  hereby
secured, enter upon and take possession of said property or any part thereof, in
its own name sue for or  otherwise  collect  said rents,  issues,  and  profits,
including those past due and unpaid,  and apply the same less costs and expenses
of operation and  collection,  including  reasonable  attorney's  fees, upon any
indebtedness secured hereby, and in such order as Beneficiary may determine.

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12. The entering upon and taking possession of said property,  the collection of
such rents,  issues,  and profits,  or the proceeds of fire and other  insurance
policies,  or compensation or awards for any taking or damages of said property,
and the application or release thereof as aforesaid, shall not cure or waive any
default or notice of default  hereunder or  invalidate  any act done pursuant to
such notice.

13.  The  failure  on the part of  Beneficiary  to  promptly  enforce  any right
hereunder  shall  not  operate  as  waiver  of  such  right  and the  waiver  by
Beneficiary  of any  default  shall  not  constitute  a waiver  of any  other or
subsequent default.

14. Time is of the essence  hereof Upon default by Trustor in the payment of any
indebtedness  secured hereby or in the  performance of any agreement  hereunder,
all sums secured hereby shall  immediately  become due and payable at the option
of Beneficiary.  In the event of such default,  Beneficiary may execute or cause
Trustee to execute a written  notice of default  and of  election  to cause said
property to be sold to satisfy the  obligations  hereof,  and Trustee shall file
such  notice for record in each  county  wherein  said  property or some part of
parcel  thereof is situated.  Beneficiary  also shall deposit with Trustee,  the
note and all documents evidencing expenditures secured hereby.

15.  After the lapse of such time as may then be required by law  following  the
recordation of said notice of default,  and notice of default and notice of sale
having been given as then required by law,  Trustee  without  demand on Trustor,
shall sell said  property  on the date and at the time and place  designated  in
said  notice.  of sale,  either as a whole or in separate  parcels,  and in such
order as it may  determine  (but  subject to any  statutory  right of trustor to
direct  the order in with  property,  if  consisting  of  several  known lots or
parcels,  shall be sold), at public auction to the highest bidder,  the purchase
price  payable  in lawful  money of the United  States at the time of sale.  The
person  conducting the sale may, for any cause he deems  expedient  postpone the
sale from time to time until it shall be completed and, in every case, notice of
postponement shall be given by public declaration  thereof by such person at the
time and place last appointed for the sale;  provided,  if the sale is postponed
for longer than one day beyond the day designated in the notice of sale,  notice
thereof  shall be  given in the same  manner  as the  original  notice  of sale.
Trustee  shall  execute and deliver to the  purchaser  its Deed  conveying  said
property so sold, but without an covenant or warranty,  express or implied.  The
recitals in the Deed of any matters or facts  shall be  conclusive  proof of the
trustfulness thereof. Any person,  including  Beneficiary,  may bid at the same.
Trustee  shall  apply the  proceeds  of the sale to payment of (1) the costs and
expenses of exercising the power of sale and of the sale, including the evidence
of title procured in connection  with such sale; (2) all sums expended under the
terms hereof,  not then repaid,  with accrued  interest at the rate borne by the
principal  balance under Elie Note from date of expenditure;  (3) all other sums
then secured  hereby;  and (5) the  remainder,  if any, to the person or persons
legally entitled  thereto,  or the Trustee,  in its discretion,  may deposit the
balance of such  proceeds  with the County Clerk of the county in which the sale
took place.

16. Upon the  occurrence of any default  hereunder,  Beneficiary  shall have the
option to declare  all sums  secured  hereby  immediately  due and  payable  and
foreclose this Trust Deed in the manner  provided by law for the  foreclosure of
mortgages on real property and beneficiary  shall be entitled to recover in such
proceedings  all costs and  expenses  incident  thereto,  including a reasonable
attorney's fee in such amount as shall be fixed by the court.

17. Beneficiary may appoint a Successor Trustee at any time by filing for record
in the office of the County  Recorder of each  county in which said  property or
some part hereof is  situated,  a  substitution  of  Trustee.  From the time the
substitution  is filed for record,  the new Trustee shall succeed to all powers,
duties,  authority  and title of the Trustee  named  herein or of any  Successor
Trustee.  Each such substitution shall be executed and acknowledged,  and notice
thereof shall be given and proof thereof made, in the manner provided by law.

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18.  This Trust  Deed  shall  apply to,  inure to the  benefit  of, and bind all
parties  hereto,  their heirs,  legatees,  devises,  administrators,  executors,
successors  and assigns.  All  obligations  of Trustor  hereunder  are joint and
several.  The term "Beneficiary" shall mean the owner and holder,  including any
pledgee,  of the note secured hereby.  In this Trust Deed,  whenever the contest
requires,  the masculine  gender  includes the feminine  and/or neuter,  and the
singular includes the plural.

19.  Trustee  accepts  this  Trust  when this  Trust  Deed,  duly  executed  and
acknowledged,  is made a  public  record  as  provided  by law.  Trustee  is not
obligated  to notify any party hereto of pending sale under any other Trust Deed
or of any action or proceeding in which Trustor,  Beneficiary,  or Trustee shall
be a party, unless brought by Trustee.

20.  This Trust Deed shall be  construed  according  to the laws of the State of
Utah.

21. The undersigned  Trustor requests that a copy of any notice y notice of sale
hereunder be mailed to him at the address hereinbefore set forth.

A-Z South State Corporation, a Utah Corporation

/s/  Richard D. Surber
------------------------------------------
By: Richard D. Surber
Its.  President



STATE OF UTAH             )
                          :ss.
County of Salt Lake       )

On the 1st day of December 1999 personally appeared before me Richard Surber who
being by me duly sworn did say, for himself, that he, the said Richard Surber is
the President,  and he, the said Richard  Surber is the President,  of A-Z South
State  Corporation,  a Utah  corporation  and  that  the  within  and  foregoing
instrument was signed in behalf of said corporation by authority of a resolution
of  its  Board  of  Directors,   and  said   ______________and______________duly
acknowledged to me that said corporation executed the same.

Notary Public

/s/  BonnieJean C. Tippetts
-------------------------------------------
My Commission Expires April 14th, 2001

                          REQUEST FOR FULL RECONVEYANCE

    (To be used only when indebtedness secured hereby has been paid in full)
TO: TRUSTEE

The  undersigned  is the  legal  owner  and  holder  of the note  and all  other
indebtedness  secured by the within  Trust Deed.  Said note,  together  with all
other indebtedness secured by said Trust Deed has been fully paid and satisfied;
and you are hereby  requested and directed,  on payment to you of any sums owing
to you under the terms of said Trust Deed, to cancel said note above  mentioned,
and all other evidences of indebtedness  secured by said Trust Deed delivered to
you  herewith,  together  with the said Trust  Deed,  and to  reconvey,  without
warranty,  to the parties designated by the terms of said Trust Deed, all of the
estate now held by you thereunder.

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