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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Timothy N. Tucker, Esq.
King & Spalding LLP
191 Peachtree Street
Atlanta, Georgia 30303

[Barcode]

                                                                    EXHIBIT 4.10

                             LEASEHOLD DEED OF TRUST

                       (SANTA ANA, CALIFORNIA II LOCATION)

         LEASEHOLD DEED OF TRUST ("Deed of Trust"), dated as of November 28,
2003, by GOLFSMITH USA, L.L.C., a Delaware limited liability company (being
hereinafter called "Grantor") to FIDELITY NATIONAL TITLE INSURANCE COMPANY, as
Trustee (the "Trustee") for the benefit of U.S. BANK TRUST NATIONAL ASSOCIATION,
as Collateral Agent (the "Collateral Agent") under the Indenture, dated as of
October 15, 2002, by and among Golfsmith International, Inc. ("Borrower"), the
Grantor, U.S. Bank Trust National Association, as Trustee and the Guarantors, as
defined therein (as amended, restated or otherwise modified from time to time,
the "Indenture"), as collateral agent for the Holders, as defined in the
Indenture;

         That for and in consideration of the sum of Ten Dollars ($10.00) and
other valuable consideration, the receipt and sufficiency whereof are hereby
acknowledged, and in order to secure the indebtedness and other obligations of
Grantor, hereinafter set forth, Grantor does hereby GRANT, BARGAIN, SELL and
CONVEY unto Trustee and [his] heirs, successors and assigns, in trust, with
power of sale, for the benefit of the Collateral Agent, and its successors and
assigns, the following:

         (A)      Grantor's leasehold interest and estate created by and arising
pursuant to those that certain Lease, dated January 29, 2003, between 3309 South
Bristol Street, LLC, as landlord, and Grantor, as tenant (the "Mortgaged Lease")
and which demises to Grantor certain premises more particularly described
therein (the "Premises") and located on a portion of that certain tract or
parcel of land more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference (the "Land"); TOGETHER WITH all of Grantor's
right, title and interest in and to the Mortgaged Lease, and all modifications,
extensions and renewals and assignments of the Mortgaged Lease and in and to all
rights to renew or extend the term of the Mortgaged Lease, or to purchase the
Premises leased pursuant to the Mortgaged Lease, and all credits, deposits,
options, privileges and rights of Grantor, as tenant, under the Mortgaged Lease;

         (B)      TOGETHER WITH all of Grantor's right, title and interest, to
the extent granted to Grantor under the Mortgaged Lease, in and to (1) the
buildings, structures and improvements of every nature whatsoever now or
hereafter situated on the Land and constituting a part of the Premises, and (2)
the fixtures, machinery, appliances, equipment, furniture and personal property
of every nature whatsoever now or hereafter owned by Grantor and located in or
on, attached to, and used or intended to be used in connection with or with the
operation of, the Premises, or in connection with any construction being
conducted or which may be conducted thereon, and all

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extensions, additions, improvements, betterments, renewals, substitutions and
replacements to all of the foregoing, and all of the right, title and interest
of Grantor to the extent provided under the Mortgaged Lease in and to any such
personal property and fixtures (hereinafter called the "Improvements").

         (C)      TOGETHER WITH all of Grantor's right, title and interest, to
the extent granted to Grantor under the Mortgaged Lease, in and to all
easements, rights-of-way, gores of land, streets, ways, alleys, passages, sewer
rights, water courses, water rights and powers, other real property and
interests therein, and all appurtenances whatsoever, in any way belonging,
relating or appertaining to any of the property described in paragraphs (A) and
(B) hereof, or which hereafter shall in any way belong, relate or be appurtenant
thereto.

         (D)      TOGETHER WITH all of Grantor's right, title and interest, to
the extent granted to Grantor under the Mortgaged Lease, in and to (i) all of
the estate, right, title and interest of Grantor of, in and to all judgments,
insurance proceeds, awards of damages and settlements hereafter made or
resulting from condemnation proceedings or the taking of the Premises or any
part thereof under the power of eminent domain, or for any damage (whether
caused by such taking or otherwise) to the Premises any part thereof, or to any
rights appurtenant thereto, and all proceeds of any sale or other disposition of
the Premises or any part thereof; and Collateral Agent is, subject to the
provisions of this Deed of Trust and the Mortgaged Lease, hereby authorized to
collect and receive said awards and proceeds and to give proper receipts and
acquittances therefor, and (if it so elects) to apply the same toward the
payment of indebtedness and other sums secured hereby, notwithstanding the fact
that the amount owing thereon may not then be due and payable; and (ii) all
contract rights, general intangibles, actions and rights in action, including
without limitation all rights to insurance proceeds and unearned premiums
arising from or relating to the Premises; and (iii) all proceeds, products,
replacements, additions, substitutions, renewals and accessions of and to the
Premises.

         (E)      TOGETHER WITH all rents, income and other benefits to which
Grantor may now or hereafter be entitled to receive from the Premises to be
applied against the indebtedness and other sums secured hereby; provided,
however, that permission is hereby given to Grantor, so long as no Event of
Default (as defined in Section 2.01) has occurred hereunder and is continuing,
to collect and use such rents, income and other benefits as they become due and
payable, but not more than one (1) month in advance thereof. Upon the occurrence
of any such Event of Default, the permission hereby given to Grantor to collect
such rents, income and other benefits from the Premises shall terminate and such
permission shall be reinstated upon a cure of such Event of Default.

         The foregoing provisions hereof shall constitute an absolute and
present assignment of the rents, income and other benefits from the Premises,
subject, however, to the conditional permission given to Grantor to collect and
use such rents, income and other benefits as hereinabove provided; 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
the Trustee and Holders hereunder.

                                      -2-
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         (F)      TOGETHER WITH all right, title and interest of Grantor in and
to any and all subleases now or hereafter on or affecting the Premises, and all
books and records which contain payments made under the subleases and all
security therefor.

         (G)      TOGETHER WITH (i) the Grantor's rights further to encumber the
Premises; and (ii) all of the Grantor's rights to enter into any sublease or
sublease agreement.

         All of the property described in paragraphs (A), (B), (C), (D), (E),
(F) and (G) above, and each item of property therein described, is hereinafter
referred to collectively as the "Property."

         TO HAVE AND TO HOLD the Property and all parts thereof unto the
 Trustee, [his] heirs, successors and assigns, for the benefit of the Collateral
 Agent, its successors and assigns, forever upon the trust, terms and conditions
 contained herein.

         This Deed of Trust is executed and delivered by Grantor to secure the
 following described obligations, liabilities and indebtedness to Collateral
 Agent and Holders (hereinafter collectively referred as the "Obligations"):

         (a)      All loans, advances, indebtedness, obligations and liabilities
now or from time to time hereafter owing by Golfsmith International, Inc., a
Delaware corporation (the "Borrower"), including the "Obligations" as defined in
the Indenture, to Collateral Agent, Holders, and any other Person under the
Indenture, or under any agreement, instrument or document executed or delivered
to Collateral Agent or Holders in respect of the Indenture (all such agreements,
instruments or documents, collectively, the "Indenture Documents") or the
transactions contemplated thereby, pursuant to which Holders have duly
authorized the creation of an issue of 8.375% Senior Notes due 2009 (the
"Initial Notes"), and Series B 8.375% Exchange Notes due 2009 (the "Exchange
Notes," and together with the Initial Notes and any Additional Notes, as defined
in the Indenture, collectively, the "Notes") as described in the Indenture.

         (b)      All indebtedness, obligations and liabilities of Grantor and
the other Guarantors arising under the Guarantees (as defined in the Indenture);

         (c)      All indebtedness, obligations and liabilities of Grantor
arising under this Deed of Trust;

         (d)      All advances made by Collateral Agent and the other Holders to
protect or preserve the Property or the lien hereof on the Property, or for
taxes, assessments, insurance premiums, or other advances authorized under the
terms of this Deed of Trust (whether or not Grantor remains the owner of the
Property at the time of such advance);

         (e)      Any and all renewals, extensions, modifications,
substitutions, replacements or consolidations of the indebtedness, liabilities
and obligations described in paragraphs (a), (b), (c) or (d) above, and

         (f)      All other obligations, liabilities and indebtedness of every
kind and character now or hereafter owing by Borrower, Grantor or any Guarantor
to Collateral Agent and/or Holders, however created, incurred or evidenced,
direct or indirect, absolute or contingent, and whether owing under the
Indenture, Indenture Documents, this Deed of Trust or the Notes, including

                                      -3-
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without limitation, all "Obligations" (as defined in the Indenture) of the
Grantor and Guarantors to Collateral Agent and Holders.

         PROVIDED, HOWEVER, that if Borrower, Grantor and Guarantors shall
promptly pay or cause to be paid the Obligations secured hereby in accordance
with the terms thereof when the same shall become due and payable and shall
keep, perform and observe all the terms, conditions and requirements of the
Notes, the Indenture, the Indenture Documents and of this Deed of Trust, then,
upon complete payment and satisfaction thereof, this Deed of Trust shall be null
and void and of no further force and effect and shall be released by Collateral
Agent and Trustee upon the written request and at the expense of Grantor.

                                   ARTICLE ONE

                              COVENANTS OF GRANTOR

         Grantor covenants and agrees with the Trustee, Collateral Agent and
Holders, or any successor in title as holder of the Obligations secured hereby,
as follows:

         1.01 General Representations, Covenants and Warranties. Grantor
represents, warrants and covenants that (a) Grantor is seized of a good and
valid leasehold estate in and to the Premises, and has good right, full power
and lawful authority to encumber the same as provided herein and Collateral
Agent may, subject to the provisions of the Mortgaged Lease, at all times
peaceably and quietly enter upon, hold, occupy and enjoy the Premises in
accordance with the terms hereof; (b) the Property is free and clear of all
liens, security interests, charges and encumbrances whatsoever except to the
extent permitted by clauses (1), (2), (3), (4), (5), (8), (15) and (16) of the
definition of Permitted Liens, as defined in the Indenture, and except for any
liens, security interests, charges and encumbrances created or arising by,
through or under the landlord under the Mortgaged Lease or its
predecessors-in-title; (c) Grantor will maintain and preserve the lien of this
Deed of Trust until the Obligations secured hereby have been paid in full; (d)
the Premises has frontage on, and direct access of ingress, egress, and regress
to, public rights of way; and (e) electric, gas, sewer, water facilities and any
other necessary utilities are, and at all times hereafter shall be, available in
sufficient capacity to service the Premises satisfactorily for its current use,
and any easements necessary to the furnishing of such utility service to Grantor
have been obtained.

         1.02 Compliance with Laws. To the extent Grantor is required to so
comply under the Mortgaged Lease, Grantor covenants and warrants that the
Premises presently complies in all material respects with and will continue to
comply in all material respects with all applicable restrictive covenants,
applicable zoning and subdivision ordinances and building codes, all applicable
health and environmental laws and regulations and other applicable laws, rules
and regulations which affect the Premises and the operations of Grantor on the
Premises. If Grantor receives notice from any federal, state or other
governmental body that it is not in compliance with any such covenant,
ordinance, code, law or regulation, Grantor will provide Collateral Agent with a
copy of such notice and comply or cause the landlord under the Mortgaged Lease
to comply with the provisions of such notice promptly if failure to comply could
reasonably be expected to result in a material adverse effect on the Premises or
the use, operation or value thereof, or on the Grantor.

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         1.03 Taxes and Other Charges.

         (a)      Taxes and Assessments. To the extent required under Section
4.04 of the Indenture or under the Mortgaged Lease, Grantor shall pay promptly
when due all taxes, assessments, rates, dues, charges, fees, levies, fines,
impositions, liabilities, obligations and encumbrances of every kind whatsoever
now or hereafter imposed, levied or assessed upon or against the Premises or any
part thereof, or upon or against this Deed of Trust or the Obligations secured
hereby, or upon or against the security interest of Collateral Agent in the
Premises, 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 Premises or any part thereof.

         (b)      Mechanic's and Other Liens. Except to the extent permitted by
clause (2) of the definition of Permitted Liens, as defined in the Indenture,
Grantor shall not permit or suffer any mechanic's, laborer's, materialman's,
statutory or other lien (other than any lien for taxes not yet due) to be
created upon or filed against the Property.

         (c)      Taxes Affecting Holders' Interest. Grantor will promptly pay
all income, franchise and other taxes owing by Grantor and any stamp,
documentary, recordation and transfer taxes or other taxes (unless such payment
by Grantor is prohibited by law) which may be required to be paid with respect
to this Deed of Trust or any instrument evidencing or securing any of the
Obligations. In the event of the enactment after this date of any law of any
governmental entity applicable to Collateral Agent, the Obligations, the
Property or this Deed of Trust imposing upon Collateral Agent the payment of the
whole or any part of the taxes or assessments or charges or liens herein
required to be paid by Grantor, or changing in any way the laws relating to the
taxation of deeds of trust or mortgages or security agreements or debts secured
by deeds of trust or mortgages or security agreements or the interest of the
mortgagee or secured party in the property covered thereby, or the manner of
collection of such taxes, so as to affect this Deed of Trust or the Obligations
or Collateral Agent, then, and in any such event, Grantor, upon demand by
Collateral Agent, shall pay such taxes, assessments, charges or liens, or
reimburse Collateral Agent therefor.

         (d)      Tax Escrow. In order to secure the performance and discharge
of Grantor's obligations under this Section 1.03, but not in lieu of such
obligations, and to the extent Grantor is not required to pay such sums to the
landlord under the Mortgaged Lease, Grantor, upon Collateral Agent's request
after the occurrence of and during the continuance of an Event of Default, will
pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next
maturing annual ad valorem taxes, assessments and charges (which taxes,
assessments and charges, for purposes of this paragraph, shall include without
limitation water and sewer rents, and shall hereinafter be collectively called
"Taxes") of the nature described in Section 1.03(a) for each month that has
elapsed since the last date to which the Taxes were paid; and Grantor will, in
addition, upon Collateral Agent's request, pay over to Collateral Agent together
with each installment of the Obligations sufficient funds (as estimated from
time to time by Collateral Agent in its sole discretion) to permit Collateral
Agent to pay when due the Taxes. Upon Collateral Agent's request, Grantor shall
also deliver to Collateral Agent such additional monies as are required to make
up any deficiencies in the amounts necessary to enable Collateral Agent to pay
the Taxes. In such case, Collateral Agent must timely pay the Taxes or return
the

                                      -5-
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additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits
shall not be, nor be deemed to be, trust funds but may be commingled with the
general funds of Collateral Agent, and no interest shall be payable in respect
thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply
to the reduction of the Obligations secured hereby, in such manner as Collateral
Agent shall determine, any amount under this Section 1.03(d) remaining to
Grantor's credit.

         (e)      No Credit Against the Obligations Secured Hereby. Neither
Borrower nor Grantor shall claim, demand or be entitled to receive any credit,
against the principal or interest payable on the Obligations for so much of the
Taxes assessed against the Property of any part thereof or that are applicable
to the Obligations secured hereby or to Collateral Agent's interest in the
Property. No deduction shall be claimed from the taxable value of the Property
or any part thereof by reason of the Obligations, this Deed of Trust or any
other instrument securing the Obligations.

         1.04 Insurance.

         (a)      Grantor shall, at its sole expense, keep the Premises insured
in such amounts and against such risks and damages as is required under Section
4.05 of the Indenture. All policies of insurance shall contain an endorsement,
in form and substance reasonably acceptable to Collateral Agent, showing loss
payable to Collateral Agent as its interests appear. Such endorsement, or an
independent instrument delivered to Collateral Agent, shall provide that the
insurance companies will give Collateral Agent at least fifteen (15) days prior
written notice before any such policy or policies of insurance shall be altered
in any way that may affect Collateral Agent's rights thereunder or cancelled and
that no act of default of Grantor or any other person shall affect the right of
Collateral Agent to recover under such policy or policies or insurance in case
of loss or damage (10 days in the case of cancellation for non-payment of
premium).

         (b)      In order to secure the performance and discharge of Grantor's
obligations under this Section 1.04(b), but not in lieu of such obligations and
to the extent Grantor is not required to pay such sums to the landlord under the
Mortgaged Lease, Grantor, upon Collateral Agent's request after the occurrence
of and during the continuance of an Event of Default, will pay over to
Collateral Agent an amount equal to one-twelfth (l/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 will, in addition, upon Collateral
Agent's request, pay over to Collateral Agent together with each installment on
the Obligations sufficient funds (as estimated from time to time by Collateral
Agent in its sole discretion) to permit Collateral Agent 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 Collateral Agent, and no interest shall
be payable in respect thereof. Upon Collateral Agent's request, Grantor shall
also deliver to Collateral Agent such additional monies as are necessary to make
up any deficiencies in the amounts necessary to enable Collateral Agent to pay
such premiums when due. In such case, Collateral Agent must timely pay the
premiums or return the additional monies to Grantor to allow Grantor to pay the
premiums.

                                      -6-
<PAGE>

         (c)      Pursuant to its rights granted hereunder in all proceeds from
any insurance policies, Collateral Agent is hereby authorized and empowered at
its option to adjust or compromise any loss under any insurance policies on the
Premises and to collect and receive the proceeds from any such policy or
policies. Each insurance company is hereby authorized and directed to make
payment for all such losses directly to Collateral Agent alone and not to
Grantor and Collateral Agent jointly. After deducting from such insurance
proceeds any expenses incurred by Collateral Agent and the other Holders in the
collection or handling of such funds, the net proceeds received by Collateral
Agent shall apply such amounts as requested by Grantor for the restoration. In
no event, however, shall any advance be made which will result in the funds
remaining with Collateral Agent being less than the cost of completion of
restoration of the Premises as estimated by an architect or engineer reasonably
satisfactory to Collateral Agent. If, upon completion of restoration of the
Premises there remain funds with Collateral Agent, Collateral Agent shall pay
the remaining funds. Any funds applied against the Obligations secured hereby
shall be applied to particular Obligations, whether then matured or to mature in
the future, in accordance with the terms of the Indenture. Although Collateral
Agent intends to use its best efforts to collect such payments in a timely
fashion, Collateral Agent shall not be responsible for any failure to collect
any insurance proceeds due under the terms of any policy regardless of the cause
of such failure. The provisions of this Section 1.04 are subject to any
provisions of the Mortgaged Lease pertaining to the maintenance, collection, use
and application of insurance proceeds.

         (d)      Non-Impairment of Collateral Agent's Rights. Nothing contained
in either of Sections 1.03(d) and 1.04(b) shall be deemed to affect any right or
remedy of Collateral Agent under any provision of this Deed of Trust or of any
statute or rule of law to pay any amount required to be paid by Sections 1.03(d)
and 1.04(b) and to add the amount so paid to the Obligations hereby secured.
Although Collateral Agent intends to use its best efforts to make such payments
in a timely fashion, the arrangements provided in Sections 1.03(d) and 1.04(b)
are solely for the added protection of Collateral Agent and the other Holders
and entail no responsibility on Collateral Agent's or Holders' part beyond the
allowing of due credit, without interest, for sums actually received by it. Upon
assignment of this Deed of Trust, any funds on hand shall be turned over to the
assignee and any responsibility of Collateral Agent with respect thereto shall
terminate.

         1.05 Condemnation. Collateral Agent 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 the Grantor's
name any action or proceeding relating to any condemnation and to settle or
compromise any claim in connection therewith. 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 Property and Collateral Agent
and the other

Holders, after deducting therefrom all of their expenses including reasonable
attorneys' fees incurred in the collection or handling of such funds, shall
apply such amounts as requested by Grantor for the restoration of the Premises.
In no event, however, shall any advance be made which will result in the funds
remaining with Collateral Agent being less than the cost of completion of
restoration of the Premises as estimated by an architect or engineer reasonably

                                      -7-
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satisfactory to Collateral Agent. If, upon completion of restoration of the
Premises there remain funds with Collateral Agent, Collateral Agent shall pay
the remaining funds to Grantor. Grantor agrees to execute such further
assignments of any compensation, awards, damages, claims, rights of action and
proceeds as Collateral Agent may reasonably require. Notwithstanding any such
condemnation, Grantor shall continue to pay interest, computed at the rate
provided in the Notes, on the entire unpaid principal amount thereof. The
provisions of this Section 1.05 are subject to any provisions of the Mortgaged
Lease pertaining to the collection, use and application of any compensation,
awards, damages, claims, rights of action and proceeds insurance proceeds.

         1.06 Care of Property.

         (a)      Grantor shall preserve and maintain the Property in good
condition and repair, ordinary wear and tear excepted. Grantor shall not permit,
commit or suffer any material waste, impairment or deterioration of the Property
or of any part thereof, and will not take any action which will materially
increase the risk of fire or other hazard to the Property or to any part
thereof.

         (b)      Grantor will not, without the prior written consent of
Collateral Agent, (i) remove from the Premises any fixtures or personal property
covered by this Deed of Trust which materially impairs the value of the Property
or (ii) make any structural alteration to the Premises or any other alteration
thereto which materially impairs the value thereof.

         (c)      Collateral Agent may enter upon and inspect the Premises at
any reasonable time during the life of this Deed of Trust and upon reasonable
prior notice.

         1.07 Further Assurances. At any time and from time to time, upon
Collateral Agent's reasonable request, Grantor shall make, execute and deliver,
or cause to be made, executed and delivered, to Collateral Agent and where
appropriate shall cause to be recorded or filed, and from time to time
thereafter to be re-recorded and refiled at such time and in such offices and
places as shall be deemed desirable by Collateral Agent, any and all such
further deeds of trust, instruments or further assurance, certificates and other
documents as Collateral Agent may consider necessary or desirable in order to
effectuate, complete, or perfect, or to continue and preserve the respective
obligations of Borrower and Grantor under the Notes, the Indenture Documents and
this Deed of Trust, and the lien of this Deed of Trust as a lien upon all of the
Property, whether now owned or hereafter acquired by Grantor. Upon any failure
by Grantor to do so, Collateral Agent may make, execute, record, file, re-record
or refile any and all such deeds of trust, instruments, certificates and
documents for and in the name of Grantor, and Grantor hereby irrevocably
appoints Collateral Agent as the agent and attorney-in-fact of Grantor to do so.

         1.08 Security Agreements and Financing Statements.

         (a)      Grantor (as debtor) hereby grants to Collateral Agent and
Holders (as creditor and secured party) a security interest in all fixtures,
machinery, appliances, equipment, furniture and personal property of every
nature whatsoever constituting part of the Property.

         (b)      Grantor shall execute any and all such documents, including
without limitation, financing statements pursuant to the applicable Uniform
Commercial Code, as Collateral Agent

                                      -8-
<PAGE>

may reasonably 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 Collateral Agent on demand any expenses incurred by Collateral
Agent and Holders in connection with the preparation, execution and filing of
any such documents. This Deed of Trust shall also constitute a "fixture filing"
for purposes of the applicable Uniform Commercial Code. Grantor hereby
authorizes and empowers Collateral Agent to execute and file, on Grantor's
behalf, all financing statements and refilings and continuations thereof as
Collateral Agent reasonably deems necessary or advisable to create, preserve and
protect said lien. 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, (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 Collateral Agent's sole election.

         (c)      Grantor and Collateral Agent 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 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 Collateral Agent, 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 (1)
rights in or to the proceeds of any fire and/or hazard insurance policy, or (2)
any award in eminent domain proceedings for a taking or for loss of value, or
(3) 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 Property, whether pursuant
to lease or otherwise, shall never be construed as in any way altering any of
the rights of Collateral Agent as determined by this instrument or impugning the
priority of the lien granted hereby or by any other recorded document, but such
mention in the financing statement is declared to be for the protection of
Holders in the event any court or judge shall at any time hold with respect to
(1), (2) and (3) that notice of the priority of the interest of Collateral Agent
and the other Holders 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.

         1.09 Assignment of Rents. The assignment contained in paragraph (E) of
this Deed of Trust shall be fully operative without any further action on the
part of either party and specifically Collateral Agent shall be entitled, at its
option, upon the occurrence and during the continuance of an Event of Default
hereunder, to all rents, income and other benefits from the Premises whether or
not Collateral Agent or Holders take possession of such property. Grantor hereby
further grants to Collateral Agent the right after the occurrence and during the
continuance of an Event of Default (i) to enter upon and take possession of the
Premises for the purpose of collecting the said rents, income and other
benefits, (ii) to dispossess by the usual summary ejectment proceedings any
tenant, (iii) to let the Premises or any part thereof, and (iv) to apply said
rents, income and other benefits, after payment of all necessary charges and

                                      -9-
<PAGE>

expenses, on account of the Obligations secured hereby. Such assignment and
grant shall continue in effect until the Obligations secured hereby are paid,
the execution of this Deed of Trust constituting and evidencing the irrevocable
consent of Grantor to the entry upon and taking possession of the Premises by
Collateral Agent pursuant to such grant, whether or not foreclosure has been
instituted. Neither the exercise of any rights under this paragraph by
Collateral Agent nor the application of any such rents, income 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. Neither this
assignment nor the receipt of rents, income and other benefits by Collateral
Agent shall effect a pro tanto payment of the indebtedness evidenced by or
arising under the obligations, and such rents shall be applied as provided in
Section 3.10 hereof.

         1.10 After-Acquired 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 the Property or any part thereof.

         1.11 SubLeases Affecting Encumbered Property. Grantor represents that
Grantor has delivered to Collateral Agent true, correct and complete copies of
all subleases of any portion of the Premises, that all such subleases are
presently in effect and that no default by Grantor exists in such subleases. As
any such sublease shall expire or terminate or as any new sublease shall be
made, Grantor shall so notify Collateral Agent in order that at all times
Collateral Agent shall have a current list of all subleases affecting the
Premises. The assignment contained in paragraph (F) of this Deed of Trust shall
not be deemed to impose upon Collateral Agent any of the obligations or duties
of Grantor provided in any such sublease (including, without limitation, any
liability under the covenant of quiet enjoyment contained in any sublease in the
event that any tenant shall have been joined as a party defendant in any action
to foreclose this Deed of Trust and shall have been barred and foreclosed
thereby of all right, title and interest and equity of redemption in the
Property or any part thereof), and Grantor shall comply with and observe its
obligations in all material respects as landlord under all subleases affecting
the Property or any part thereof. Grantor, if required by Collateral Agent,
shall furnish promptly to Collateral Agent original or certified copies of all
such subleases now existing or hereafter created. Grantor shall not, without the
express prior written consent of Collateral Agent, enter into any sublease
affecting the Property, or amend, modify, extend, terminate or cancel, accept
the surrender of, subordinate, accelerate the payment of rent as to, or change
the terms of any renewal option of any such sublease now existing or hereafter
created, or permit or suffer an assignment or sublease. Grantor shall not accept
payment of rent more than one (1) month in advance without the prior written
consent of Collateral Agent.

         With respect to the assignment contained in paragraph (F) of this Deed
of Trust, Grantor shall, from time to time upon request of Collateral Agent,
specifically assign to Collateral Agent as additional security hereunder, by an
instrument in writing in such form as may be approved by Collateral Agent in its
reasonable discretion, all right, title and interest of Grantor in and to any
and all subleases now or hereafter on or affecting the Property, together with
all security therefor and all monies payable thereunder, subject to the
conditional permission hereinabove given to Grantor to collect the rentals under
any such sublease. Grantor shall also execute and deliver to Collateral Agent
any notification, financing statement or other document reasonably required by

                                      -10-
<PAGE>

Collateral Agent to perfect the foregoing assignment as to any such sublease.
The provisions of this Section 1.12 shall be subject to the provisions of
paragraph (E).

         1.12 Collateral Agent's Performance of Defaults. If Grantor defaults in
the payment of any tax, assessment, encumbrance or other imposition, in its
obligation to furnish insurance hereunder, or in the performance or observance
of any other covenant, condition or term in this Deed of Trust, the Indenture
Documents or the Notes, Collateral Agent may, to preserve its interest in the
Property, perform or observe the same, and all payments made (whether such
payments are regular or accelerated payments) and costs and expenses incurred or
paid by Collateral Agent in connection therewith shall become due and payable
immediately. The amounts so incurred or paid by Collateral Agent together with
interest thereon at the rate per annum specified in Section 2.13 of the
Indenture from the date incurred until paid by Grantor, shall be added to the
Obligations and secured by the lien of this Deed of Trust. Collateral Agent is
hereby empowered to enter and authorize others to enter upon the Premises or any
part thereof for the purposes of performing or observing any such defaulted
covenant, condition or term, without thereby becoming liable to Grantor or any
person in possession holding under Grantor.

         1.13 Use of Property. Grantor covenants that the Property will be used
for the purposes set forth in the Mortgaged Lease.

         1.14 Required Notices. Grantor shall notify Collateral Agent promptly
of the occurrence of any of the following: (i) receipt of any material notice
from any governmental authority relating to the Property; (ii) receipt of any
material notice from any tenant leasing all or any portion of the Premises;
(iii) any material change in the occupancy of the Premises; (iv) receipt of any
material notice from the holder of any lien or security interest in the
Property; or (v) commencement of any judicial or administrative proceedings by
or against or otherwise affecting the Property.

         1.15 Covenants Regarding Mortgaged Lease.

         (a)      Grantor hereby warrants and represents as follows: (i) the
Mortgaged Lease is in full force and effect, and, except as disclosed in writing
to Collateral Agent, unmodified by any writing or otherwise; (ii) all rent and
other charges and impositions reserved therein have been paid to the extent they
are payable to the date hereof; (iii) Grantor enjoys the quiet and peaceful
possession of the Premises demised thereby; (iv) Grantor is not in default under
any of the terms

thereof, there are no circumstances which, with the passage of time or the
giving of notice or both, would constitute an event of default thereunder; and
(v) the landlord under the Mortgaged Lease is not in default under any of the
terms or provisions thereof on the part of the landlord to be observed or
performed.

         (b)      Further, with respect to the Mortgaged Lease, Grantor
covenants and agrees as follows: (i) to promptly and faithfully observe, perform
and comply with all of the material terms, covenants and provisions thereof on
its part to be observed, performed and complied with, at all times set forth
therein; (ii) not to do, permit, suffer or refrain from doing anything, as a
result of which, there would be a default under or a breach of any of the terms
thereof; (iii) not to cancel, surrender, modify, amend or in any way alter or
permit the alteration of any of the

                                      -11-
<PAGE>

material terms of the Mortgaged Lease; (iv) to give the Collateral Agent
immediate notice of any default by anyone thereunder and to promptly deliver to
the Collateral Agent a copy of each notice of default received or delivered by
Grantor in connection therewith; (v) to furnish to the Collateral Agent copies
of such information and evidence as the Collateral Agent may reasonably require
concerning Grantor's due observance, performance and compliance with the terms,
covenants and provisions thereof; and (vi) that any default of Grantor under the
Mortgaged Lease shall constitute an additional Event of Default under this
Mortgage.

         (c)      In the event of any default by Grantor in the performance of
any of its obligations under the Mortgaged Lease, including, without limitation,
any default in the payment of rent and other charges and impositions made
payable by the lessee thereunder, then, in each and every case, Collateral Agent
may, at its option and without notice, cause the default or defaults to be
remedied and otherwise exercise any and all of the rights of Grantor therein in
the name of and on behalf of Grantor. Grantor shall, on demand, reimburse
Collateral Agent, as applicable, for all advances made and expenses incurred by
Collateral Agent in curing any such default (including, without limitation,
reasonable attorneys' fees).

         (e)      It is hereby agreed that the fee title and the leasehold
estate in the property demised by the Mortgaged Lease shall not merge but shall
always be kept separate and distinct, notwithstanding the union of said estates
in Grantor or a third party whether by purchase or otherwise. If Grantor
acquires the fee title or any other estate, title or interest in the property
demised by the Mortgaged Lease, or any part thereof, the lien of the Mortgage
shall attach to, cover and be a lien upon such acquired estate, title or
interest and the same shall thereupon be and become a part of the Mortgaged
Property with the same force and effect as if specifically encumbered therein.
Grantor agrees to execute all instruments and documents which Collateral Agent
may reasonably require to ratify, confirm and further evidence Collateral
Agent's lien on the acquired estate, title or interest. Furthermore, Grantor
hereby appoints Collateral Agent its true and lawful attorney-in-fact to execute
and deliver all such instruments and documents in the name and on behalf of
Grantor.

         (f)      If the Mortgaged Lease is cancelled or terminated, and if
Collateral Agent or a nominee of Collateral Agent shall enter into any new lease
of the property demised thereby, Grantor shall have no right, title or interest
in or to the new lease or the leasehold estate created by such new lease.

         (g)      Notwithstanding anything to the contrary contained herein,
this Mortgage shall not constitute an assignment of the Mortgaged Lease within
the meaning of any provisions thereof prohibiting their assignment, and
Collateral Agent, as applicable, shall have no liability or obligation
thereunder by reason of its acceptance of this Mortgage. Collateral Agent, as
applicable, shall be liable for the obligations of the lessee arising under the
Mortgaged Lease for only that period of time which Collateral Agent is in
possession of the Mortgaged Property or has acquired, by foreclosure or
otherwise, and is holding all of Grantor's right, title and interest therein.

         (h)      Notwithstanding anything contained herein to the contrary, and
in addition to any rights, privileges and remedies granted to Collateral Agent
elsewhere in this Mortgage, Collateral Agent shall have, and Grantor hereby
grants to Collateral Agent, any and all rights, privileges

                                      -12-
<PAGE>

and remedies of leasehold lenders provided for in the Mortgaged Lease without
the necessity of particularly specifying any or all of such rights, privileges
and remedies that are or could be granted to leasehold Collateral Agents
pursuant to the Mortgaged Lease.

         (i)  Notwithstanding anything contained herein to the contrary, to the
extent the any of the covenants and obligations of Grantor hereunder, or any of
the rights granted to Collateral Agent hereunder, conflict with the provisions
of the Mortgaged Lease, the provisions of the Mortgaged Lease shall control, and
Grantor shall not be required to take any action hereunder nor shall Collateral
Agent be entitled to exercise any rights hereunder that are not permitted under
the provisions of the Mortgaged Lease.

         1.16 Future Indebtedness of Grantor. The lien of this Deed of Trust
secures, as of the date hereof, without further act, all Obligations of Borrower
and Grantor to Collateral Agent and the other Holders, including any and all
future loans and advances made by Collateral Agent and the other Holders
pursuant to the Indenture to or for the benefit of Borrower or Grantor from time
to time hereafter.

                                   ARTICLE TWO

                                    DEFAULTS

         2.01 Event of Default. The term "Event of Default", wherever used in
this Deed of Trust, shall mean the occurrence of an "Event of Default" as such
term is defined in Section 6.01 of the Indenture.

                                  ARTICLE THREE

                                    REMEDIES

         3.01 Acceleration of Maturity. If an Event of Default shall have
occurred and be continuing, then all of the Obligations secured hereby shall, at
Collateral Agent's option, immediately become due and payable without notice or
demand, time being of the essence hereof; and no omission on the part of
Collateral Agent to exercise such option when entitled to do so shall be
construed as a waiver of such right, provided that upon an Event of Default
under clauses (7) or (8) of the definition of "Event of Default" in Section 6.01
of the Indenture, all Obligations shall immediately become due and payable.

         3.02 Collateral Agent's Power of Enforcement. If an Event of Default
shall have occurred and be continuing, Collateral Agent may, either with or
without entry or taking possession as hereinabove provided or otherwise, and
without regard to whether or not the Obligations shall be due and without
prejudice to the right of Collateral Agent or Holders thereafter to bring an
action of foreclosure or any other action for any default existing at the time
such earlier action was commenced, proceed by any appropriate action or
proceeding: (a) to enforce payment of the Obligations or the performance of any
term hereof or any other right; (b) to foreclose this Deed of Trust and to sell,
as an entirety or in separate lots or parcels, the Property under the power of
sale hereinafter provided or the judgment or decree of a court or courts of
competent jurisdiction; and (c) to pursue any other remedy available to it.
Collateral

                                      -13-
<PAGE>

Agent shall take action either by such proceedings or by the exercise of its
power with respect to entry or taking possession, or both, as Collateral Agent
may determine.

         3.03 Collateral Agent's Right to Enter and Take Possession, Operate and
Apply Income.

         (a)      If an Event of Default shall have occurred and be continuing,
(i) Grantor upon demand of Collateral Agent shall forthwith surrender to
Collateral Agent the actual possession and if and to the extent permitted by
law, Collateral Agent itself, or by such officers or agents as it may appoint,
may enter upon and take possession of the Property and may exclude Grantor and
its agents and employees wholly therefrom and may have joint access with Grantor
to the books, papers and accounts of Grantor; and (ii) Grantor will pay monthly
in advance to Collateral Agent on Collateral Agent's entry into possession, or
to any receiver appointed to collect the rents, income and other benefits of the
Property, the fair and reasonable rental value for the use and occupation of
such part of the Property as may be in possession of Grantor, and upon default
in any such payment will vacate and surrender possession of such part of the
Property to Collateral Agent or to such receiver and, in default thereof,
Grantor may be evicted by summary proceedings or otherwise.

         (b)      If Grantor shall for any reason fail to surrender or deliver
the Property or any part thereof after Collateral Agent's demand, Collateral
Agent may obtain a judgment or decree, on behalf of all of the Holders,
conferring on Collateral Agent the right to immediate possession or requiring
Grantor to deliver immediate possession of all or part of the Property to
Collateral Agent, to the entry of which judgment or decree Grantor hereby
specifically consents. Grantor shall pay to Collateral Agent, upon demand, all
reasonable costs and expenses of obtaining such judgment or decree and
compensation to Collateral Agent and the other Holders, its attorneys and
agents, and all such costs, expenses and compensation shall, until paid, be
secured by the lien of this Deed of Trust.

         (c)      Upon every such entering upon or taking of possession of the
Property under this Section 3.03, Collateral Agent may hold, store, use,
operate, manage and control the Property and conduct the business thereof, and,
from time to time:

                  (i)      Make all necessary and proper maintenance, repairs,
         renewals, replacements, additions, betterments and improvements thereto
         and thereon and purchase or otherwise acquire additional fixtures,
         personalty and other property;

                  (ii)     Insure or keep the Property insured;

                  (iii)    Manage and operate the Property and exercise all the
         rights and powers of Grantor in its name or otherwise with respect to
         the same;

                  (iv)     Enter into agreements with others to exercise the
         powers herein granted Collateral Agent, all as Collateral Agent from
         time to time may determine; and Collateral Agent may collect and
         receive all the rents, income and other benefits thereof, including
         those past due as well as those accruing thereafter; and shall apply
         the monies so received

                                      -14-
<PAGE>

         by Collateral Agent in such priority as Collateral Agent may determine
         to (1) the payment of the Obligations; (2) the deposits for taxes and
         assessments and insurance premiums due; (3) the cost of insurance,
         taxes, assessments and proper charges upon the Property or any part
         thereof; (4) the expenses of operating, maintaining, repairing and
         improving the Property, including with limitation renting commissions
         and rental collection commissions paid to Collateral Agent or agent on
         behalf of Collateral Agent and the other Holders or of the receiver;
         and (5) the reasonable compensation, expenses and disbursements of the
         agents, attorneys and other representatives of Collateral Agent. All
         costs, expenses and liabilities of every character incurred by
         Collateral Agent in managing, operating and maintaining the Property
         shall constitute additional Obligations secured hereby. While in
         possession of the Property, Collateral Agent or the receiver shall be
         liable to account only for the rents, issues and profits actually
         received.

Collateral Agent shall surrender possession of the Property to Grantor only when
all Obligations secured hereby and all amounts under any of the terms of this
Deed of Trust shall have been paid and all defaults cured or waived. The same
right of taking possession, however, shall exist if any subsequent Event of
Default shall occur and be continuing.

         3.04 Foreclosure.

         (a)      If an Event of Default shall have occurred and be continuing,
Collateral Agent shall be entitled to proceed to foreclose this Deed of Trust
and to cause the sale of all or any portion of the Property for cash or upon
such terms and conditions as Collateral Agent may deem expedient, under the
judgment or decree of a court or courts of competent jurisdiction in order to
pay the Indebtedness secured hereby and accrued interest thereon and insurance
premiums, liens, assessments, taxes and charges, including utility charges, if
any, with accrued interest therein, and all expenses of sale and of all
proceedings in connection therewith, including reasonable attorneys' fees. In
the event of any such foreclosure sale, 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.

                  (b)      (i)      If an Event of Default shall have occurred
         and be continuing, Collateral Agent may elect to cause the Property or
         any part thereof to be sold under the power of sale herein granted in
         any manner permitted by applicable law.

                           (ii)     In connection with any sale or sales
         hereunder, Collateral Agent may elect to treat any of the Property
         which consists of a right in action or which is property that can be
         severed from the real property covered hereby or any improvements
         thereon without causing structural damage thereto as if the same were
         personal property, and dispose of the same in accordance with
         applicable law, separate and apart from the sale of real property.

                           (iii)    Any sale of any personal property hereunder
         shall be conducted in any manner permitted by Section 9601 or any other
         applicable section of the California Commercial Code or any other
         applicable law. Where the Property consists of real and personal
         property or fixtures, whether or not such personal property is located
         on or within the real property, Collateral Agent may elect in its
         discretion to exercise its rights

                                      -15-
<PAGE>

and remedies against any or all of the real property, personal property, and
fixtures in such order and manner as is now or hereafter permitted by applicable
law.

                           (iv)     Without limiting the generality of the
         foregoing, Collateral Agent may, in its sole and absolute discretion
         and without regard to the adequacy of its security, elect to proceed
         against any or all of the real property, personal property and fixtures
         in any manner permitted under Section 9604 of the California Commercial
         Code or any other applicable law; and the power of sale herein granted
         shall be exercisable with respect to all or any of the real property,
         personal property and fixtures covered hereby, as designated by
         Collateral Agent, and the Trustee is hereby authorized and empowered to
         conduct any such sale of any real property, personal property and
         fixtures in accordance with the procedures applicable to real property.

                           (v)      Where the Property consists of real property
         and personal property, any reinstatement of the Indebtedness or
         Obligations secured hereby, following default and an election by the
         Collateral Agent to accelerate the maturity of said Indebtedness or
         Obligations, which is made by Grantor or any other person or entity
         permitted to exercise the right of reinstatement under California law
         shall not prohibit the Collateral Agent from conducting a sale or other
         disposition of any personal property or fixtures or from otherwise
         proceeding against or continuing to proceed against any personal
         property or fixtures in any manner permitted by the California
         Commercial Code or any other applicable law; nor shall any such
         reinstatement invalidate, rescind or otherwise affect any sale,
         disposition or other proceeding held, conducted or instituted with
         respect to any personal property or fixtures prior to such
         reinstatement or pending at the time of such reinstatement. Any sums
         paid to Collateral Agent in effecting any reinstatement shall be
         applied to the secured obligation and to the Collateral Agent's and
         Trustee's reasonable costs and expenses in the manner required by
         California law.

                           (vi)     Should Collateral Agent elect to sell any
         portion of the Property which is real property or which is personal
         property or fixtures that Collateral Agent has elected under Section
         9604 of the California Commercial Code to sell together with real
         property in accordance with the laws governing a sale of real property,
         Collateral Agent 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
         Grantor, Trustee, at the time and place specified in the notice of
         sale, shall sell said real property or part thereof at public auction
         to the highest bidder for cash in lawful money of the United States.
         Trustee may, and upon request of Collateral Agent shall, from time to
         time, postpone any sale hereunder by public announcement thereof at the
         time and place noticed therefor, and Grantor agrees and acknowledges
         that Collateral Agent may elect in its sole and absolute discretion to
         direct such postponement(s) for such periods of time as Collateral
         Agent may find necessary or desirable.

                           (vii)    In any notice of foreclosure sale,
         advertisement of sale, or other post-default public statement of
         Trustee or Collateral Agent in connection with the judicial or
         nonjudicial foreclosure of all or any part of the Property, Grantor
         agrees that

                                      -16-
<PAGE>

         Trustee and Collateral Agent shall have the right, but not the
         obligation, to disclose any report or information known to them
         regarding defects in the Property, that Trustee and Collateral Agent
         cannot control or otherwise assure the truthfulness or the accuracy of
         such reports or information, and that the disclosure of such reports or
         information to prospective bidders at any foreclosure sale of the
         Property may have a material adverse effect upon the amount which a
         party may bid at such sale. Grantor agrees that Collateral Agent and
         Trustee shall have no liability whatsoever as a result of disclosing
         any or all of such reports or information to any third party, and
         Grantor hereby waives, releases and forever discharges Collateral Agent
         and Trustee from any and all claims, damages, or causes of action,
         arising out of, connected with or incidental to the disclosure, use or
         delivery of any such report or information.

                           (viii)   Should Collateral Agent desire that more
         than one sale or other disposition of the Property be conducted,
         Collateral Agent 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 Collateral Agent may deem to be in
         its best interests, and no such sale shall terminate or otherwise
         affect the lien of this Deed of Trust on any part of the Property not
         sold until all Indebtedness secured hereby has been fully paid and all
         Obligations secured hereby have been fully performed, nor shall the
         power of sale granted under this Deed of Trust be exhausted until all
         such sales are conducted.

                  (c)      Collateral Agent may adjourn from time to time any
sale by it to be made under or by virtue of this Deed of Trust by announcement
at the time and place appointed for such sale or for such adjourned sale or
sales; and, except as otherwise provided by any applicable provision of law,
Collateral Agent, without further notice or publication, may make such sale at
the time and place to which the same shall be so adjourned.

                  (d)      Upon the completion of any sale or sales made by
Collateral Agent under or by virtue of this Section 3.4, Collateral Agent,
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. Each of Trustee and Collateral Agent is hereby irrevocably
appointed the true and lawful attorney of Grantor, in its name and stead, to
make all necessary conveyances, assignments, transfers and deliveries of the
Property and rights so sold and for that purpose Collateral Agent or 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. Any such sale or sales made under or by virtue of
this Section 3.04 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 a perpetual bar both
at law and in equity against Grantor and against any and all persons claiming or
who may claim the same, or any part thereof from, through or under Grantor.

                                      -17-
<PAGE>

                  (g)      Upon any sale made under or by virtue of this Section
3.04, Collateral Agent may bid for and acquire the Property or any part thereof
and in lieu of paying cash therefor may make settlement for all or a portion of
the purchase price by crediting upon the Obligations the net sales price after
deducting therefrom the expenses of the sale and the costs of the action and any
other sums which Collateral Agent is authorized to deduct under this Deed of
Trust.

         3.05 Leases. Trustee, at Collateral Agent's option, is authorized to
foreclose this Deed of Trust subject to the rights of any tenants of the
Property, and the failure to make any such tenants parties defendant to any such
foreclosure proceedings and to foreclose their rights will not be, nor be
asserted by Grantor to be, a defense to any proceedings instituted by Collateral
Agent to collect the sums secured hereby or to collect any deficiency remaining
unpaid after the foreclosure sale of the Property.

         3.06 Waiver of Appraisement, Valuation, Stay, Extension and Redemption
Laws. Grantor agrees to the full extent permitted by law that in case of a
default in its part hereunder, neither Grantor nor anyone claiming through or
under Grantor shall or will set up, claim or seek to take advantage of any
appraisement, valuation, extension or redemption 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 Property or the final and absolute putting
into possession thereof, immediately after such sale, of the purchasers thereat,
and Grantor, for itself and all who may at any time claim through or under
Grantor, hereby waives, to the full extent that Grantor may lawfully so do, the
benefit of all such laws, and any and all right to have the assets comprising
the Property marshaled upon any foreclosure of the lien hereof and agrees that
Trustee or any court having jurisdiction to foreclose such lien may sell the
Property in part or as an entirety.

         3.07 Receiver. If an Event of Default shall have occurred and be
continuing, Collateral Agent, to the extent permitted by law and without regard
to the value or adequacy of the security for the Obligations secured hereby,
shall be entitled as a matter of right if it so elects to the appointment of a
receiver to enter upon and take possession of the Property and to collect all
rents, income and other benefits thereof and apply the same as the court may
direct, and any such receiver shall be entitled to hold, store, use, operate,
manage and control the Property and conduct the business thereof as would
Collateral Agent pursuant to Section 3.03(c) above. The expenses, including
receiver's fees, reasonable attorney's fees, costs and agent's compensation,
incurred pursuant to the powers herein contained shall be secured by this Deed
of Trust. The right to enter and take possession of and to manage and operate
the Property and to collect all rents, income and other benefits thereof,
whether by a receiver or otherwise, shall be cumulative to any other right or
remedy hereunder or afforded by law and may be exercised concurrently therewith
or independently thereof. Collateral Agent shall be liable to account only for
such rents, income and other benefits actually received by Collateral Agent,
whether received pursuant to this paragraph or Section 3.03. Notwithstanding the
appointment of any receiver or other custodian, Collateral Agent shall be
entitled as pledgee to the possession and control of any cash, deposit, or
instruments at the time held by, or payable or deliverable under the terms of
this Deed of Trust to, Collateral Agent.

                                      -18-
<PAGE>

         3.08 Suits to Protect the Property. Collateral Agent shall have the
power and authority to institute and maintain any suits and proceedings as
Collateral Agent may deem advisable (a) to prevent any impairment of the
Property by any acts which may be unlawful or any violation of this Deed of
Trust, (b) to preserve or protect its interest in the Property, and (c) to
restrain the enforcement of or compliance with any legislation or other
government enactment, rule or order that may be unconstitutional or otherwise
invalid, if the enforcement or compliance with such enactment, rule or order
might impair the security hereunder or be prejudicial to Collateral Agent's or
Holders' interest.

         3.09 Proofs of Claim. In the case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings affecting Grantor or any guarantor, co-maker or endorser of
any Grantor's obligations, its creditors or its property, Collateral Agent, 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 its claims
allowed in such proceedings for the entire amount due and payable by Borrower or
Grantor under this Deed of Trust, the Indenture, the Indenture Documents and any
other instrument securing the Obligations, at the date of the institution of
such proceedings, and for any additional amounts which may become due and
payable by Borrower or Grantor after such date.

         3.10 Application of Monies by Collateral Agent.

         (a)  Upon the occurrence and during the continuance of an Event of
Default, Collateral Agent shall be entitled to sue for and to recover judgment
against Borrower and/or Grantor for the whole amount of the Obligations due and
unpaid together with costs and expenses, including without limitation, the
reasonable compensation, expenses and disbursements of Collateral Agent's and
Holders' agents, attorneys and other representatives, either before, after or
during the pendency of any proceedings for the enforcement of this Deed of
Trust, and the right of Collateral Agent to recover such judgment shall not be
affected by any taking possession or foreclosure sale hereunder, or by the
exercise of any other right, power or remedy for the enforcement of the terms of
this Deed of Trust, or the foreclosure of the lien hereof.

         (b)  In case of a foreclosure sale of all or any part of the Property
and the application of the proceeds of sale to the payment of the Obligations
secured hereby, Collateral Agent shall be entitled to enforce payment of all
Obligations then remaining due and unpaid and to recover judgment against
Borrower and/or Grantor for any portion thereof remaining unpaid, with interest.

         (c)  Grantor hereby agrees, to the extent permitted by law, that no
recovery of any such judgment by Collateral Agent and no attachment or levy of
any execution upon any of the Property or any other property shall in any way
affect the lien of this Deed of Trust upon the Property or any part thereof or
any lien, rights, powers or remedies of Holders hereunder, but such lien,
rights, powers and remedies shall continue unimpaired as before.

                                      -19-
<PAGE>

         (d)  Any monies collected or received by Collateral Agent under this
Section 3.10 shall be applied to the payment of reasonable compensation,
expenses and disbursements of the agents, attorneys, and other representatives
of Collateral Agent, and the balance remaining shall be applied to the payment
of the Obligations secured hereby.

         (e)  The provisions of this paragraph shall not be deemed to limit or
otherwise modify the provisions of any guaranty of the Obligations of Guarantor
to Collateral Agent.

         3.11 Delay or Omission; No Waiver. No delay or omission of Collateral
Agent to exercise any right, power or remedy accruing upon any Event of Default
shall exhaust or impair any such right, power or remedy or shall be construed to
waive any such Event of Default or to constitute acquiescence therein. Every
right, power and remedy given to Collateral Agent may be exercised from time to
time and as often as may be deemed expedient by Collateral Agent.

         3.12 No Waiver of One Default to Affect Another. No waiver of any Event
of Default hereunder shall extend to or affect any subsequent or any other Event
of Default then existing, or impair any rights, powers or remedies consequent
thereon. If Collateral Agent (a) grants forbearance or an extension of time for
the payment of any Obligations secured hereby; (b) takes other or additional
security for the payment thereof; (c) waives or does not exercise any right
granted in the Indenture; (d) releases any part of the Property from the lien of
this Deed of Trust; (e) consents to the filing of any map, plat or replat of the
Land; (f) consents to the granting of any easement on the Land; or (g) makes or
consents to any agreement changing the terms of this Deed of Trust or
subordinating the lien or any charge hereof, no such act or omission shall
release, discharge, modify, change or affect the Obligations of Grantor. No such
act or omission shall preclude Collateral Agent or Holders from exercising any
right, power or privilege herein granted or intended to be granted in case of
any Event of Default then existing or of any subsequent Event of Default nor
shall the lien of this Deed of Trust be affected thereby.

         3.13 Discontinuance of Proceedings; Position of Parties Restored. If
Trustee or Collateral Agent or Holders shall have proceeded to enforce any right
or remedy under this Deed of Trust by foreclosure, entry or otherwise and such
proceedings shall have been discontinued or abandoned for any reason, or such
proceedings shall have resulted in a final determination adverse to Collateral
Agent or Holders, then and in every such case Grantor and Collateral Agent shall
be restored to their former positions and rights hereunder, and all rights,
powers and remedies of Collateral Agent shall continue as if no such proceedings
had occurred or had been taken.

         3.14 Remedies Cumulative. No right, power or remedy conferred upon or
reserved to Collateral Agent by this Deed of Trust or the Notes is exclusive of
any other right, power or remedy, but each and every such right, power and
remedy shall be cumulative and concurrent and shall be in addition to any other
right, power and remedy given under the Notes, or now or hereafter existing at
law, in equity or by statute.

                                      -20-
<PAGE>

                                  ARTICLE FOUR

                 TRANSFER OR FURTHER ENCUMBRANCE OF THE PROPERTY

         4.01 Transfer of Further Encumbrance of the Property. In the event of
any sale, conveyance, transfer, lease, pledge or further encumbrance of the
Property or any interest in or any part of the Property, or any further
assignment of rents from the Property without the prior written consent of
Collateral Agent then, at Collateral Agent's option, Collateral Agent may
declare all Obligations of Grantor to be due and payable immediately without
demand or notice. Collateral Agent's consent shall be within its sole and
absolute discretion.

                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

         5.01 Successors and Assigns Included in Parties. Whenever one of the
parties hereto is named or referred to herein, the heirs, personal
representatives, successors and assigns of such party shall be included and all
covenants and agreements contained in this Deed of Trust, by or on behalf of
Grantor or Collateral Agent shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed or not.

         5.02 Addresses for Notices, Etc.

         (a)  Except as may be otherwise provided herein, any notice, report,
demand or other instrument authorized or required to be given or furnished under
this Deed of Trust to Grantor or Collateral Agent shall be in writing, shall be
sent by personal delivery or sent by registered or certified mail (postage
prepaid, return receipt requested), overnight courier, at the address set forth
below:

              If to Collateral Agent at:    U.S. Bank Trust National Association
                                            Attn: Barbara A. Nastro, Vice
                                            President
                                            100 Wall Street, Suite 1600
                                            New York, NY 10050
                                            Facsimile No: (212) 509-3384

              With a copy to:               Dorsey & Whitney LLP
                                            Attn: Robert Rywkin, Esq.
                                            250 Park Avenue
                                            New York, NY 10177
                                            Facsimile No: (215) 953-7201

              If to Guarantor, at:          Golfsmith International, Inc.
                                            11000 North IH-35
                                            Austin, Texas 78753
                                            Attn: Estrellita J. Doolin
                                            Facsimile No: (512)837-1019

                                      -21-
<PAGE>

              With a copy to:               King & Spalding LLP
                                            Attn: Peter Storey, Esq.
                                            1185 Avenue of the Americas
                                            New York, NY 10036-4003
                                            Facsimile No: (212) 556-2222

         (b)  Either party may change the address to which any such notice,
report, demand or other instrument is to be delivered or mailed, by furnishing
written notice of such change to the other party, but no such notice of change
shall be effective unless and until received by such other party. All notices,
reports, demands or other instruments authorized or required to be sent in
accordance with this Section 5.02, shall be deemed received on the earlier of
the date of actual receipt or 3 Business Days (as defined in the Indenture)
after the deposit thereof in the mail.

         5.03 Headings. The headings of the articles, sections, paragraphs and
subdivisions of this Deed of Trust are for convenience of reference only, are
not to be considered a part hereof, and shall not limit or expand or otherwise
affect any of the terms hereof.

         5.04 Invalid Provisions to Affect No Others. In the event that any of
the covenants, agreements, terms or provisions contained in the Notes shall be
deemed invalid, illegal or unenforceable in any respect, the validity of the
remaining covenants, agreements, terms or provisions contained in the Notes
shall be in no way affected, prejudiced or disturbed thereby; and if any
application of any term, restriction or covenant to any person or circumstances
is deemed illegal or unenforceable, the application of such term, restriction or
covenant to other persons and circumstances shall remain unaffected to the
extent permitted by law.

         5.05 Changes, Etc. 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 Collateral Agent or
Grantor, as the case may be, against which enforcement of the change, waiver,
discharge or termination is sought. The modification hereof or of any of the
Notes or the release of any part of the Property from the lien hereof shall not
impair the priority of the lien of this Deed of Trust.

         5.06 Governing Law. THIS DEED OF TRUST SHALL BE GOVERNED, CONSTRUED,
APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

         5.07 Substitution of Trustee. If Collateral Agent shall for any reason
desire to remove the Trustee or any of his successors as Trustee hereunder, and
to appoint a new Trustee in his place or stead, Collateral Agent shall have and
is hereby granted full power and authority to remove the Trustee and to appoint
his successor by instrument in writing, duly acknowledged or proved so as to
entitle the same to be recorded and such new Trustee shall thereupon become
successor to the title to the Property and the same shall become vested in him
in trust for the purposes and objects of these presents, with all the power,
duties, and obligations herein conferred on the Trustee, in the same manner and
to the same effect as though he or it were named herein as Trustee.

                                      -22-
<PAGE>

         5.08 Waivers. To the maximum extent permitted by applicable law,
Grantor waives (a) all rights to require the Collateral Agent to proceed against
Borrower, or any other guarantor, or proceed against, enforce or exhaust any
security for the Obligations or to marshal assets or to pursue any other remedy
in Collateral Agent's power whatsoever; (b) all defenses arising by reason of
any disability or other defense of Borrower, the cessation for any reason of the
liability of Borrower, any defense that any other indemnity, guaranty or
security was to be obtained, any claim that Collateral Agent has made Grantor's
obligations more burdensome or more burdensome than Borrower's obligations, and
the use of any proceeds of the Obligations other than as intended or understood
by Collateral Agent or Grantor; (c) all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor,
notices of a acceptance of this Deed of Trust, and all other notices or demands
to which Grantor might otherwise be entitled; (d) all rights to require
Collateral Agent to enforce any of its remedies against Borrower or the
Guarantors; (e) any defense based upon any lack of authority of the officers,
directors, partners or agents acting or purporting to act on behalf of Borrower
or any principal of Borrower or any defect in the information of Borrower or any
principal of Borrower; (f) any defense based upon the application by Borrower of
the proceeds of the Indenture for purposes other than the purposes represented
by Borrower to Collateral Agent or intended or understood by Collateral Agent or
Grantor; (g) any defense based upon Collateral Agent's failure to disclose to
Grantor any information concerning Borrower's financial condition or any other
circumstances bearing on Borrower's ability to pay all sums payable under the
Indenture or any of the Notes; (h) any defense based upon Collateral Agent's
election, in any proceeding instituted under the Federal Bankruptcy Code, of the
application of Section llll(b)(2) of the Federal Bankruptcy Code or any
successor statute; and (i) until the Obligations are satisfied or fully paid,
with such payment not subject to return: (i) all rights of subrogation,
contribution, indemnification or reimbursement, (ii) all rights of recourse to
any assets or property of Borrower or to any collateral or credit support for
the Obligations, (iii) all rights to participate in or benefit from any security
or credit support Collateral Agent may have or acquire, and (iv) all rights,
remedies and defenses Grantor may have or acquire against Borrower. Grantor
specifically waives all rights and defenses that Grantor may have because the
Obligations are secured by real property. This means, among other things: (i)
Collateral Agent may collect from Grantor without first foreclosing on any real
or personal property collateral pledged by Borrower; and (ii) if Collateral
Agent forecloses on any real property collateral pledged by Borrower (A) the
amount of the Obligations may be reduced only by the price for which the
collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price; and (B) Collateral Agent may collect from Grantor even if
Collateral Agent, by foreclosing on the real property collateral, has destroyed
any right Grantor may have to collect from Borrower. This is an unconditional
and irrevocable waiver of any rights and defenses Grantor may have because the
Obligations are secured by real property. These rights and defenses include, but
are not limited to, any rights or defenses based upon Section 580a, 580b, 580d,
or 726 of the California Code of Civil Procedure or similar laws in other
states. Without limiting the generality of the foregoing or any other provision
hereof, Grantor hereby expressly waives any

                                      -23-
<PAGE>

and all benefits which might otherwise be available to Grantor under California
Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433, or
any of such sections.

                  [Remainder of Page Intentionally Left Blank]

                                      -24-
<PAGE>

         IN WITNESS WHEREOF, Grantor has caused this Deed of Trust to be duly
executed under seal by its duly authorized officer on the day and year first
above written.

                                   GOLFSMITH NU, L.L.C., a Delaware
                                   limited liability company

                                   By: Golfsmith Holdings, L.P., its sole member

                                       By: Golfsmith GP Holdings, Inc., its
                                           general partner

                                                   By: /s/ James Grover
                                                      ----------------------
                                                      Name: James Grover
                                                      Title: Secretary

 STATE OF New York        )
                          )
 COUNTY OF New York       )

This instrument was acknowledged before me on the 1st day of December, 2003 by
James Grover, Secretary of Golfsmith GP Holdings, Inc., the general partner of
Golfsmith Holdings, L.P., which is the sole member of Golfsmith USA, L.L.C., a
Delaware limited liability company.

                                   /s/ [ILLEGIBLE]
                                   ---------------------------------------------

                                   Notary Public, New York County, NY

                                   My Commission Expires: September 3, 2006

                                   [STAMP]

                                      -23-
<PAGE>

                                   SCHEDULE A
                                       TO
                                  DEED OF TRUST

                                Legal Description

<PAGE>

                               (LEGAL DESCRIPTION)

PARCEL 1:

THAT PORTION OF THE LAND ALLOTTED TO JAMES MC FADDEN, AS DESCRIBED IN THE FINAL
DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA DEGREE ANA, IN THE CITY OF
SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, WHICH WAS ENTERED SEPTEMBER
12, 1868, IN BOOK "B" PAGE 410, OF JUDGMENTS OF THE DISTRICT COURT OF THE 17TH
JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF PARCEL 1, AS SHOWN ON A MAP FILED IN BOOK
28, PAGE 41 OF PARCEL MAPS;
THENCE ALONG THE EAST LINE OF SAID PARCEL SOUTH 0(DEGREE)
40' 30" WEST 30.00 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING ALONG THE EAST LINE OF SAID PARCEL SOUTH 0(DEGREE) 40' 30"
WEST 30.00 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING ALONG THE EAST LINE OF SAID PARCEL SOUTH 0(DEGREE) 40' 30"
WEST 387.06 FEET;
THENCE SOUTH 89(degree) 39' 10" WEST 70.00 FEET;
THENCE NORTH 0(degree) 20' 50" WEST 21.00 FEET;
THENCE SOUTH 89(degree) 39' 10" WEST 154.62 FEET;
THENCE SOUTH 0(degree) 20' 50" EAST 21.50 FEET;
THENCE SOUTH 89(degree) 39' 10" WEST 231.08 FEET TO THE EAST LINE OF BRISTOL
STREET, AS SHOWN ON SAID PARCEL MAP;
THENCE ALONG SAID EAST LINE NORTH 0(degree) 20' 50" WEST 189.40 FEET TO A LINE
PARALLEL WITH AND SOUTHERLY 230.00 FEET FROM THE NORTH LINE OP SAID PARCEL 1;
THENCE PARALLEL WITH SAID NORTH LINE NORTH 89(degree) 53' 17" EAST 125.00 FEET;
THENCE NORTH 0(degree) 20' 50" WEST 200.00 FEET TO A LINE PARALLEL WITH AND
SOUTHERLY 30.00 FEET FROM THE NORTH LINE OF SAID PARCEL 1;
THENCE PARALLEL WITH THE NORTH LINE OF SAID PARCEL NORTH 89(DEGREE) 53' 17"
EAST 337.61 FEET TO THE TRUE POINT OF BEGINNING;

SAID LAND IS SHOWN AS PARCEL 2 ON A MAP FILED IN BOOK 37, PAGE 10 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2:

A NON-EXCLUSIVE EASEMENT FOR ACCESS AND PARKING PURPOSES, AS SET FORTH IN AN
INSTRUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", DATED JUNE 4, 1971, AND
EXECUTED BY AND BETWEEN BRISTOL PLAZA CO. AND DLN REALTY CORP., A CALIFORNIA
CORPORATION, AND RECORDED JUNE 7, 1971, IN BOOK 9709 PAGE 949, OFFICIAL RECORDS
OF ORANGE COUNTY, CALIFORNIA.

                                   AFTER RECORDING RETURN

                                   DOCUMENT TO:
                                   CHICAGO TITLE INS. CO.
                                   ATTN: WILMA GURGANUS
                                   171 NORTH CLARK STREET
                                   CHICAGO, IL 60601