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                                                                    EXHIBIT 4.16


This instrument prepared by:

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

FILE FOR RECORD
   8:00 AM
DEC 22 2003

/s/ [ILLEGIBLE]
--------------------------
County Clerk, Harris County, Texas

X276639
12/22/03 2003690444   $57.00

                             LEASEHOLD DEED OF TRUST

                            (WEBSTER, TEXAS LOCATION)

         LEASEHOLD DEED OF TRUST ("Deed of Trust"), dated as of December 22,
2003, by GOLFSMITH INTERNATIONAL, L.P., a Delaware limited partnership (being
hereinafter called "Grantor") to M. MARVIN KATZ, 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 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 Trustee, and its successors and
assigns, the following:

         (A) Grantor's leasehold interest and estate created by and arising
pursuant to that certain Lease Agreement, dated March 17, 2003, between Passage
Realty, Inc., 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 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

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connection with any construction being conducted or which may be conducted
thereon, and all 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.

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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 "Parent"), 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 Parent, 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

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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 the Parent, 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 (l/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

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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 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 Parent
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 (1/12th) of the next maturing
annual insurance premiums for each month that has elapsed since the last date to
which such premiums were paid; and Grantor 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.

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         (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 1.04(d) and 1.05(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 1.04(d)
and 1.05(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 1.04(d) and 1.05(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 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

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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 Parent 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 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

                                      -8-
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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
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

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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
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).

                                      -10-
<PAGE>

         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 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

                                      -11-
<PAGE>

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 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.

                                      -12-
<PAGE>

         (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 Parent
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 Parent 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 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.

                                      -13-
<PAGE>

         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 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

                                      -14-
<PAGE>

         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,
Trustee, shall, upon being so requested to do by Collateral Agent, sell any or
all of the Property at public auction for cash, on the premises or at the
courthouse door in the county in which the Property is located, having first
given notice of the time and place of such sale in accordance with the statute
in such case provided, and convey the Property so sold to the purchaser in fee.
Out of the proceeds of said sale, Trustee shall pay: all costs, charges,
expenses, commissions, unpaid taxes, and fees of advertising, selling and
conveying the Property and such other assessments, insurance or other fees or
costs as may have been incurred; a reasonable fee not exceeding five percent
(5%) of the gross proceeds of sale to Trustee, or his successor, in payment of
his services hereunder and of collecting the monies secured by this Deed of
Trust; a sum sufficient to pay the entire balance owing on the Obligations
secured hereby; and the surplus, if any, to Grantor or the person entitled
thereto.

         (b) Should Collateral Agent have elected to accelerate the indebtedness
secured hereby, Collateral Agent may initiate foreclosure of the Property by
requesting the Trustee to effectuate a non-judicial foreclosure sale. The
Trustee of this Deed of Trust shall then sell, or offer for sale, the Property
at public sale to the highest bidder for cash during a three hour period between
the hours of ten o'clock a.m. and four o'clock p.m. whose earliest point in time
is specified, on the first Tuesday of any month, at the area officially
designated for holding such sales at the courthouse of any county in the State
of Texas in which any part of the Property is situated, after having given
notice of the date, the time period, place and terms of said sale in accordance
with the laws of the State of Texas then in force and governing said sales of
real property and improvements under powers conferred by deeds of trust. The
Property shall be sold by posting, or causing to be posted, at least twenty-one
(21) consecutive days prior to the date of said sale, written or printed notice
thereof at the courthouse door in each of the counties in which the Property is
situated, designating the county where the Property will be sold and designating
the date, the time period, the place and the terms of sale. A copy of such
notice shall also be filed in the office of the County Clerk in each county of
the State of Texas in which any part of the Premises is situated at least
twenty-one (21) consecutive days before the date of said sale of the Property.
Collateral Agent or other holders of the indebtedness secured hereby shall have
the right to become the purchaser at any sale held by any Trustee or substitute
or successor Trustee,

                                      -15-
<PAGE>

or by any receiver or public officer. Any Holder purchasing at any such sale
shall have the right to credit the secured indebtedness owing to such Holder
upon the amount of its bid entered at such sale to the extent necessary to
satisfy such bid. Said Trustee may appoint an attorney-in-fact to act in its
stead as Trustee to conduct sale as hereinbefore provided. Grantor authorizes
and empowers the Trustee to sell the Property, in lots or parcels or as a whole,
by one sale or by several sales, held at one time or at different times as the
Trustee may elect (all rights to a marshaling of the Property, or to a sale in
inverse order of alienation, being hereby expressly waived by Grantor) and to
execute and deliver to the purchaser or purchasers thereof good and sufficient
deeds of conveyance thereto of the estate of title then existing on the Property
and bills of sale with covenants of general warranty. Grantor binds itself to
warrant and forever defend the title of such purchaser or purchasers when so
made by the Trustee, and agrees to accept proceeds of said sale, if any, which
are payable to Grantor as provided herein. In addition to the posting and filing
of notices hereinabove provided, and for so long as required by law, no
foreclosure under the power of sale herein contained shall be held unless
Collateral Agent, at least twenty-one (21) days preceding the date of sale and
in the manner prescribed by law, shall have served written notice of the
proposed sale which designates the County where the Property will be sold and
designates the date, time period, the place and the terms of sale by certified
mail on Grantor. Service of such a notice by certified mail shall be completed
upon deposit of such notice, postage prepaid and properly addressed to each such
person or entity at the address for Grantor indicated on the first page of this
Deed of Trust, in a Post Office of the United States Postal Service or in an
official depository under the care and custody of the United States Postal
Service. The affidavit of a person knowledgeable of the facts to the effect that
such service was completed shall be prima facie evidence of the fact of service.

         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

                                      -16-
<PAGE>

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.

         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 Parent 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 Parent 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 Parent 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.

                                      -17-
<PAGE>

         (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 Parent
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.

         (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.

                                      -18-
<PAGE>

         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.

                                  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

                                      -19-
<PAGE>

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

         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 TEXAS.

         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

                                      -20-
<PAGE>

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.

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

                                        GOLFSMITH INTERNATIONAL, L.P., a
                                        Delaware limited partnership

                                        By: Golfsmith GP, L.L.C., its general
                                            partner

                                            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      Section
                       Section
COUNTY OF NEW YORK     Section

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 GP, L.L.C., the
general partner of Golfsmith International, L.P., a Delaware limited Partnership

/s/ Barrett D. Massey
--------------------------------
Notary Public

                                        My Commission Expires: September 3, 2006

/s/ Barrett D. Massey
--------------------------------
(Printed or Typed Name of Notary

         BARRETT D. MASSEY
  Notary Public, State of New York
          No. 01MA6079999
   Qualified In New York Country
Commission Expires September 3, 2006

                                      -21-
<PAGE>

                                   SCHEDULE A
                                       TO
                                  DEED OF TRUST

                                Legal Description

                                   [Attached]

<PAGE>

                                February 28, 2000

Being 22.064 acres (961,093 square feet) of land in the Robert Wilson League,
A-88, and the August Whitlock Survey, A-793, Harris County, Texas, and being out
of a 98.0160 acre tract described as Tract No. 3 in deed filed under Harris
County Clerk File No. J171864 of the Official Public Records of Real Property of
Harris County, Texas, said 22.064 acres being more particularly described by
metes and bounds in Two Tracts as follows:

TRACT 1

Being 19.216 acres (837,026 square feet) of land and part being all of
unrestricted Reserve "A" in Block 1 of Baybrook, Section 4 according to the plat
thereof recorded at Film Code No. 415092 of the Map Records of Harris County,
Texas, and being more particularly described by metes and bounds as follows:

         BEGINNING at a point marked by a found 1 inch galvanized iron pipe at
the intersection of the Northwest right-of-way line of Bay Area Boulevard,
variable width, with the Northeasterly right-of-way line of Bay Area
Boulevard-Gulf Freeway (IH 45) Interchange, said point being the South corner of
said 98.0160 acre tract and the South corner of said Reserve "A";

         THENCE in a Westerly direction, along the North right-of-way line of
Bay Area Boulevard-Gulf Freeway Interchange with a curve to the left whose
radius is 497.68 feet at 202.47 feet pass the West corner of said Reserve "A"
and continuing with said curve, in all, a central angle of 60 degrees 18' 32"
and whose chord bears North 75 degrees 55' 34" West, a distance, measured along
the arc of said curve, of 523.85 feet to a point of tangent marked by a found 1
inch galvanized iron pipe;

         THENCE South 73 degrees 55' 10" West, continuing along the North
right-of-way line of Bay Area Boulevard-Gulf Freeway Interchange, a distance of
138.15 feet to a point of curve marked by a found 5/8 inch iron rod;

         THENCE in a Westerly direction, continuing along the North right-of-way
line of Bay Area Boulevard-Gulf Freeway Interchange with a curve to the right
whose radius is 362.04 feet and central angle is 64 degrees 18' 00", a distance
of 406.30 feet to a point of tangent marked by a found 1 inch galvanized iron
pipe on the Northeast right-of-way line of Gulf Freeway, 300 feet wide;

         THENCE North 41 degrees 46' 50" West, along the Northeast right-of-way
line of Gulf Freeway, a distance of 58.38 feet to a point for corner marked by a
found 5/8 inch iron rod;

         THENCE North 48 degrees 13' 10" East, a distance of 756.00 feet to a
point for corner marked by a set 5/8 inch iron rod;

         THENCE South 41 degrees 46' 50" East, a distance of 12.00 feet to a
point for re-entrant corner marked by a set 5/8 inch iron rod;

         THENCE North 48 degrees 13' 10" East, a distance of 501.48 feet to a
point for corner marked by a set 5/8 inch iron

                                       -1-
<PAGE>

Metes and bounds description of 21.612 acres of land, in two tracts,
cont'd....

         THENCE South 42 degrees 29' 40" East, at 325.08 feet pass the North
corner of said Reserve "A" and continuing along the Southwest right-of-way line
of Gatebrook Drive, 60 feet wide, in all, a distance of 458.00 feet to a point
of curve marked by a set 5/8 inch iron rod;

         THENCE in a Southerly direction, along the West right-of-way line of
Gatebrook Drive with a curve to the right whose radius is 300.00 feet and
central angle is 30 degrees 42' 50", a distance of 160.82 feet to a point of
tangent marked by a set 5/8 inch iron rod;

         THENCE South 11 degrees 46' 50" East, continuing along the West
right-of-way line of Gatebrook Drive, a distance of 126.28 feet to a point of
curve marked by a set 5/8 inch iron rod, at which point Gatebrook Drive is
variable width;

         THENCE in a Southerly direction, continuing along the West right-of-way
line of Gatebrook Drive with a curve to the left whose radius is 535.00 feet and
central angle is 6 degrees 15' 52", a distance of 58.49 feet to a point of
tangent marked by a set 5/8 inch iron rod;

         THENCE South 18 degrees 02' 42" East, continuing along the West
right-of-way line of Gatebrook Drive, a distance of 118.82 feet to a point of
curve marked by a set 5/8 inch iron rod, at which point Gatebrook Drive is 70
feet wide;

         THENCE in a Southerly direction, with a curve to the left whose radius
is 335.00 feet and central angle is 14 degrees 38' 55", a distance of 85.64 feet
to an angle point marked by a set 5/8 inch iron rod, said point being the North
end of a transition right-of-way line between the West right-of-way line of
Gatebrook Drive and the Northwest right-of-way line of Bay Area Boulevard;

         THENCE South 12 degrees 28' 39" West, along said transition
right-of-way line, a distance of 20.72 feet to an angle point marked by a set
5/8 inch iron rod on the Northwest right-of-way line of Bay Area Boulevard;

         THENCE South 58 degrees 52' 00" West, along the Northwest right-of-way
line of Bay Area Boulevard, a distance of 283.86 feet to angle point marked by a
found 1 inch galvanized iron pipe;

         THENCE South 74 degrees 38' 09" West, continuing along the Northwest
right-of-way line of Bay Area Boulevard, a distance of 173.66 feet to the POINT
OF BEGINNING and containing 19.216 acres (837,026 square feet) of land.

TRACT 2

Being 2.848 acres (124,067 square feet) of land and part being all of Reserve
"B" in Block 2 of said Baybrook, Section 4 and being more particularly described
by metes and bounds as follows:

         BEGINNING at a point marked by a set 5/8 inch iron rod on the Northwest
right-of-way line of Bay Area Boulevard, variable width, said point being the
Southeast end of a transition right-of-way line between the Northwest
right-of-way line of Bay Area Boulevard and the East right-of-way line of
Gatebrook Drive, 70 feet wide, said point further being a South corner of said
Reserve "B";

                                      -2-
<PAGE>

Metes and bounds description of 21.612 acres of land, in two tracts,
cont'd.....

         THENCE in a Southwesterly direction, continuing along the Northwest
right-of-way line of Bay Area Boulevard with a curve to the right whose radius
is 1359.69 feet and central angle is 9 degrees 42' 17", a distance of 230.30
feet to the POINT OF BEGINNING and containing 2.848 acres (124,067 square feet)
and containing in both Tract 1 and Tract 2 a total of 22.064 acres (961,093
square feet) of land.

         [SEAL]                          RAYBURN CHERRY ENGINEERS, INC.
                                         Consulting Engineers

                                         /s/ Donald R. Mueller
                                         ---------------------------------------
                                         Donald R. Mueller, R.P.L.S.

                                         ANY PROVISION HEREIN WHICH RESTRICTS
                                         THE SALE, RENTAL OR USE OF THE
                                         DESCRIBED REAL PROPERTY BECAUSE OF
                                         COLOR OR RACE IS INVALID AND
                                         UNENFORCEABLE UNDER FEDERAL LAW
                                         THE STATE OF TEXAS COUNTY OF HARRIS

                                         I hereby certify that this instrument
                                         was FILED in File Number Sequence on
                                         the date and at the time stamped hereon
                                         by me; and was duly RECORDED in the
                                         Official Public Records of Real
                                         Property of Harris County, Texas on

                                                       DEC 22 2003

                                                       [ILLEGIBLE]
         [SEAL]                                        COUNTY CLERK
                                                       HARRIS COUNTY, TEXAS