<PAGE>   1
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

BUCHALTER, NEMER, FIELDS & YOUNGER
601 S. Figueroa
Suite 2400
Los Angeles, California  90017
Attn:  Joseph Vargas, Esq.



             THIS INSTRUMENT IS ALSO TO BE INCLUDED IN THE INDEX OF
             FINANCING STATEMENTS AS A FIXTURE FILING IN ACCORDANCE
            WITH THE UNIFORM COMMERCIAL CODE AND CROSS-INDEXED IN THE
                          REAL ESTATE MORTGAGE RECORDS

                 THIS DOCUMENT SECURES OBLIGATIONS WHICH CONTAIN
                   PROVISIONS FOR A VARIABLE RATE OF INTEREST



STATE OF UTAH           )
                        ) ss.
COUNTY OF UTAH          )


            DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT and FIXTURE
FILING made this 29th day of March, 2001, between TWIN LABORATORIES INC., a Utah
Corporation ("Grantor") having an office at 150 Motor Parkway, Hauppauge, New
York 11788, as grantor, and CHICAGO TITLE INSURANCE COMPANY, as trustee
("Trustee") and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as
agent, having an office at 300 South Grand Avenue, Third Floor, Los Angeles,
California 90071, Attn: Regional Manager.

                                   WITNESSETH

            THIS DEED OF TRUST CONSTITUTES A FIXTURE FILING UNDER SECTIONS 9-313
AND 9-402 OF THE UNIFORM COMMERCIAL CODE OF THE STATE OF UTAH. TO THE EXTENT THE
GOODS ARE FIXTURES UNDER THE LAWS OF THE STATE OF UTAH, THE FIXTURES ARE OR ARE
TO BECOME FIXTURES ON THE REAL PROPERTY LOCATED IN THE COUNTY OF UTAH, STATE OF
UTAH, MORE PARTICULARLY DESCRIBED ON EXHIBIT A ATTACHED HERETO, COMMONLY KNOWN
BY THE STREET ADDRESSES: 600 EAST QUALITY DRIVE (LOT 1); 713 SOUTH UTAH VALLEY
DRIVE (LOT 36); 756 EAST QUALITY DRIVE (LOT 37); 741 EAST UTAH VALLEY DRIVE (LOT
33); AND


                                       1

<PAGE>   2
763 EAST UTAH VALLEY DRIVE (LOT 32). THE NAME OF THE RECORD OWNER OF THE REAL
PROPERTY IS TWIN LABORATORIES INC., A UTAH CORPORATION.

            FOR THE PURPOSE OF SECURING (a) the payment of an indebtedness in an
aggregate principal amount of Sixty Million Dollars ($60,000,000), to be paid in
accordance with the terms and with interest as set forth in that certain Term
Loan Promissory Note, and that certain Revolving Credit Note (hereinafter
referred to as the "Notes"), of even date herewith, made by Grantor and others
to the order of The CIT Group/Business Credit, Inc., as agent (The CIT
Group/Business Credit, Inc., as initial agent and any successor agent appointed
pursuant to the Loan Agreement, as hereinafter defined, being hereinafter
referred to as "Beneficiary") and all modifications, extensions and/or renewals
thereof, (b) the payment and performance of all indebtedness and obligations of
Grantor arising under this Deed of Trust, and other documents executed by
Grantor in connection herewith, and (c) payment of any money advanced by
Beneficiary to Grantor, or its successors, with interest thereon, evidenced by
additional notes (indicating that they are so secured) or by endorsement of the
original notes, executed by Grantor or its successor, and (d) the payment and
performance of all other indebtedness and obligations of Grantor arising under
that certain Financing Agreement of even date herewith to which inter alia
Beneficiary and Grantor are parties (the "Loan Agreement": initially capitalized
terms not otherwise defined herein shall have the meaning set forth in the Loan
Agreement) and all modifications, extensions and/or renewals thereof, Grantor
has granted, mortgaged, bargained, sold, alienated, enfeoffed, released,
conveyed and confirmed, and by these presents does grant, mortgage, bargain,
sell, alienate, enfeoff, release, convey and confirm unto the Trustee, in trust,
WITH POWER OF SALE, all its estate, right, title and interest in, to and under
any and all of the property located in the City of American Fork, County of
Utah, State of Utah, and more particularly described in Exhibit A attached
hereto and made a part hereof, including all easements, rights, privileges,
tenements, hereditaments and appurtenances thereunto belonging or in anywise
appertaining, and all of the estate, right, title, interest, claim, demand,
reversion or remainder whatsoever of Grantor therein or thereto, either at law
or in equity, in possession or expectancy, now or hereafter acquired, including,
without limitation, all and singular the ways, waters, water courses, water
rights and powers, liberties, privileges, sewers, pipes, conduits, wires and
other facilities furnishing utility or other services to the property
(collectively, the "Land");


                                       2
<PAGE>   3
            TOGETHER with all of the right, title and interest of Grantor in and
to all buildings, structures and improvements now or hereafter erected on the
Land including all plant equipment, apparatus, machinery and fixtures of every
kind and nature whatsoever now or hereafter located on or forming part of said
buildings, structures and improvements (collectively, the "Improvements"; the
Land and Improvements being hereinafter collectively referred to as the
"Premises");

            TOGETHER with all of the right, title and interest of Grantor in and
to the land lying in the bed of any street, road, highway or avenue in front of
or adjoining the Premises;

            TOGETHER with all right, title and interest of Grantor in any and
all award and awards heretofore made or hereafter to be made by any governmental
authorities to the present and all subsequent owners of the Premises which may
be made with respect to the Premises as a result of the return of excess taxes
paid on the Mortgaged Property, the exercise of the right of eminent domain, the
alteration of the grade of any street or any other injury to or decrease of
value of the Premises, which said award or awards are hereby collaterally
assigned to Beneficiary and Beneficiary, at its option, is hereby authorized,
directed and empowered to collect and receive the proceeds of any such award or
awards from the authorities making the same and to give proper receipts and
acquittances therefor, and to apply the same as hereinafter provided; and
Grantor hereby covenants and agrees to and with Beneficiary, upon request by
Beneficiary, to make, execute and deliver, at Grantor's expense, any and all
assignments and other instruments sufficient for the purpose of assigning the
aforesaid award or awards to Beneficiary free, clear and discharged of any and
all encumbrances of any kind or nature whatsoever;

            TOGETHER with all of the right, title and interest of Grantor in all
goods, equipment, machinery, furniture, furnishings, fixtures, appliances,
inventory, building materials, chattels and articles of personal property (other
than personal property which is or at any time has become Hazardous Substances,
as hereinafter defined), including any interest therein, now or at any time
hereafter affixed to, attached to, or used in any way in connection with or to
be incorporated at any time into the Premises, or placed on any part thereof but
not attached or incorporated thereto, together with any and all replacements
thereof, appertaining and adapted to the complete and compatible use, enjoyment,
occupancy, operation or improvement of the

                                       3
<PAGE>   4
Premises (collectively, the "Chattels");

            TOGETHER with all right, title and interest of Grantor in leases of
the Premises or the Chattels or any part thereof now or hereafter entered into
and all right, title and interest of Grantor thereunder, including, without
limitation, cash or securities deposited thereunder to secure performance by the
lessees of their obligations thereunder (whether such cash or securities are to
be held until the expiration of the terms of such leases or applied to one or
more of the installments of rent coming due immediately prior to the expiration
of such terms) and all rights to all insurance proceeds and unearned premiums
arising from or relating to the Premises and all other rights and easements of
Grantor now or hereafter existing pertaining to the use and enjoyment of the
Premises and all right, title and interest of Grantor in and to all declarations
of covenants, conditions and restrictions as may affect or otherwise relate to
the Premises;

            TOGETHER with all right, title and interest of Grantor in all sales
agreements, deposit receipts, escrow agreements and other ancillary documents
and agreements entered into with respect to the sale to any purchasers of any
part of the Premises, and all deposits and other proceeds thereof;

            TOGETHER with all right, title and interest of Grantor in all
permits, plans, licenses, specifications, subdivision rights, tentative tract
maps, final tract maps, security interests, contracts, contract rights or other
rights as may affect or otherwise relate to the Premises;

            TOGETHER with all rights of Grantor in or to any fund, program or
trust monies and any reimbursement therefrom directly or indirectly established,
maintained or administered by any governmental authority or any other individual
or entity which is designed to or has the effect of providing funds (whether
directly or indirectly or as reimbursement) for the repair or replacement of
storage tanks (whether above or below ground) located on the Premises or the
remediation or cleanup of any spill, leakage or contamination from any such tank
or resulting from the ownership, use or maintenance of any such tank or to
compensate third parties for any personal injury or property damage;

            TOGETHER with all right, title and interest of Grantor in all rents,
issues, profits, revenues, income and other benefits to which Grantor may now or
hereafter be entitled from

                                       4
<PAGE>   5
the Premises or the Chattels (which Premises, titles, interests, awards,
Chattels, easements, rents, income, benefits, ways, waters, rights, powers,
liberties, privileges, utilities, tenements, hereditaments, appurtenances,
reversions, remainders, rents, issues, profits, estate, property, possession,
claims and demands, are hereinafter collectively referred to as the "Mortgaged
Property": the foregoing notwithstanding, the Mortgaged Property shall not
include, and no security interest, lien or pledge granted hereunder shall extend
or attach to; (i) Grantor's rights (other than rights to payment) under any
license agreements or lease agreements existing as of the date hereof, or any
leases of real property or leases of motor vehicles or other personal property
now or hereafter existing that prohibit the grant of a security interest or lien
therein or pledge to the extent, and only to the extent, that the terms
prohibiting the grant of such security interest or lien or pledge have not been
waived or consented to in writing by the licensor, lessor or other necessary
person or entity under such agreement; or (ii) Grantor's rights in and to
specific items of Equipment which are subject to liens permitted by clause (a)
or (b) of the definition of Permitted Encumbrances, as defined in the Loan
Agreement, or Grantor's rights under any agreement granting any such liens to
the extent, and only to the extent, that (A) the agreements granting such liens
prohibit the grant of a security interest in the Grantor's rights in such
Equipment or in such agreements and (B) the terms prohibiting the grant of such
security interest have not been waived or consented to in writing by the secured
party or other necessary person or entity under such agreement.)

            TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee, its
successors and assigns forever.

            THE OBLIGATIONS SECURED HEREBY SHALL NOT EXCEED AN AGGREGATE
PRINCIPAL AMOUNT, AT ANY ONE TIME OUTSTANDING OF ONE HUNDRED FIFTY MILLION AND
NO/100 DOLLARS ($150,000,000), PROVIDED, THAT THE FOREGOING LIMITATION SHALL
APPLY ONLY TO THE LIEN UPON THE REAL PROPERTY CREATED BY THIS DEED OF TRUST, AND
IT SHALL NOT IN ANY MANNER LIMIT, AFFECT OR IMPAIR ANY GRANT OF A SECURITY
INTEREST OR OTHER RIGHT IN FAVOR OF THE BENEFICIARY UNDER THE PROVISIONS OF THE
LOAN AGREEMENT OR UNDER ANY OTHER SECURITY AGREEMENT AT ANY TIME EXECUTED BY
GRANTOR.


                                       5
<PAGE>   6
                                    ARTICLE I

            And Grantor further covenants with the Trustee and Beneficiary as
follows:

            SECTION I.1.  Grantor has good title to the Premises in fee simple
subject to no lien, charge, or encumbrance except Permitted Encumbrances; that
it owns the Chattels free and clear of liens and claims except Permitted
Encumbrances; that this Deed of Trust is and will remain a valid and enforceable
lien on the Mortgaged Property subject only to the Permitted Encumbrances
exceptions referred to above. Grantor will preserve such title, and will forever
preserve, warrant and defend the same unto the Trustee and Beneficiary, and will
forever preserve, warrant and defend the validity and such priority of the lien
hereof against the claims of all persons and parties whomsoever.

            SECTION I.2.  Grantor will pay all filing, registration or recording
fees, all federal, state, county and municipal stamp taxes and other fees,
taxes, duties, imposts, assessments (or contest in good faith, by appropriate
proceedings or other appropriate actions which are sufficient to prevent
imminent foreclosure of such liens and with respect to which adequate reserves
or other appropriate provisions are being maintained by each of the Companies,
as applicable, in accordance with GAAP) and all other charges incident to,
arising out of or in connection with the preparation, execution, delivery and
enforcement of the Notes, the Loan Agreement, this Deed of Trust, any deed of
trust supplemental hereto, any security instrument with respect to the Chattels
or any instrument of further assurance.

            SECTION I.3.  Intentionally Deleted.

            SECTION I.4.  Intentionally Deleted.

            SECTION I.5.  All right, title and interest of Grantor in and to all
extensions, improvements, betterments, renewals, substitutes and replacements
of, and all additions and appurtenances to, the Mortgaged Property, hereafter
acquired by, or released to, or constructed, assembled or placed by Grantor on
the Premises, and all conversions of the security constituted thereby,
immediately upon such acquisition, release, construction, assembling, placement
or conversion, as the case may be, and in each such case, without any further
grant, conveyance, assignment or other act by Grantor, shall become subject to
the lien and security interest of this Deed of Trust as fully and completely,
and with the same effect, as though now


                                       6
<PAGE>   7
owned by Grantor and specifically described in the granting clause hereof.

            SECTION I.6.  Grantor will pay from time to time when the same shall
become due, all lawful claims and demands of mechanics, materialmen, laborers,
and others which, if unpaid, might result in, or permit the creation of, a lien
(other than a Permitted Encumbrance)on the Mortgaged Property or any part
thereof, or on the revenues, rents, issues, income and profits arising therefrom
and in general will do or cause to be done everything necessary so that the lien
and security interest hereof shall be fully preserved, at the cost of Grantor,
without expense to Beneficiary.

            SECTION I.7.  Intentionally Deleted.

            SECTION I.8.  In the event of the passage, after the date of this
Deed of Trust, of any law of the State of Utah deducting from the value of the
Mortgaged Property for the purpose of taxing the amount of any lien thereon, or
changing in any way the laws now in force for the taxation of deeds of trust, or
debts secured thereby, for state or local purposes, or the manner of operation
of any such taxes which has the effect of imposing payment of the whole or any
portion of such taxes against the Mortgaged Property upon Beneficiary, so as to
adversely affect the interest of Beneficiary, then and in such event, Grantor
shall bear and pay the full amount of such taxes, provided that if for any
reason payment by Grantor of any such new or additional taxes would be unlawful
or if the payment thereof would constitute usury or render the Notes, the Loan
Agreement or the indebtedness secured hereby wholly or partially usurious under
any of the terms or provisions of the Notes, the Loan Agreement, or this Deed of
Trust, or otherwise, Beneficiary may, at its option, upon thirty (30) days'
written notice to Grantor, (i) declare the whole indebtedness secured by this
Deed of Trust, with interest thereon, to be immediately due and payable, or (ii)
pay that amount or portion of such taxes as renders the Notes, the Loan
Agreement, or the indebtedness secured hereby unlawful or usurious, in which
event Grantor shall concurrently therewith pay the remaining lawful non-usurious
portion or balance of said taxes.

            SECTION I.9.  In addition to restrictions contained in the Loan
Agreement, or except as may be expressly permitted under the Loan Agreement or
any other Loan Document, Grantor will not further encumber, sell, convey or
transfer any interest in, or any part of, the Mortgaged Property (unless the
same shall constitute a Permitted Encumbrance). Any such encumbrance, sale,


                                       7
<PAGE>   8
conveyance or transfer made without Beneficiary's prior written consent shall be
an Event of Default hereunder.

            SECTION I.10. Intentionally Deleted.

            SECTION I.11. Intentionally Deleted.

            SECTION I.12. If Grantor shall fail to perform any of the covenants
contained herein on its part to be performed within the time period provided
herein for such performance, and such failure shall continue for ten (10) days
after written notice thereof from Beneficiary to Grantor, Beneficiary may, but
shall not be required to, make advances to perform the same, or cause the same
to be performed, on Grantor's behalf, and all sums so advanced shall bear
interest, from and after the date advanced until repaid, at the lower of (i) the
maximum rate permitted by law or (ii) the Default Rate of Interest, shall be a
lien upon the Mortgaged Property and shall, at Beneficiary's option, be added to
the indebtedness secured hereby. Grantor will repay on demand all sums so
advanced on its behalf with interest at the rate herein set forth. This Section
1.12 shall not be construed as preventing any default by Grantor in the
observance of any covenant contained in this Deed of Trust from constituting an
Event of Default hereunder.

            SECTION I.13. Intentionally Deleted.

            SECTION I.14. Grantor will not commit any waste at or with respect
to the Mortgaged Property. Grantor will, at all times, maintain the Improvements
and Chattels in good order and condition ordinary wear and tear excepted and
will promptly make, from time to time, all repairs, renewals, replacements,
additions and improvements in connection therewith which are needful or
desirable to such end, except as otherwise expressly permitted under the Loan
Agreement or any other Loan Document. Improvements shall not be removed,
demolished or materially altered, nor, except as otherwise expressly permitted
under the Loan Agreement or any other Loan Document, shall any Chattels be
removed without the prior written consent of Beneficiary, provided, however,
that if there shall not exist an Event of Default, in addition to any rights to
remove or replace the Chattels under the Loan Agreement or any Loan Document,
Grantor may make replacements of Chattels, free of superior title, liens and
claims other than permitted Encumbrances, provided such replacements are
promptly made and are of a value or utility at least equal to the value or
utility of the Chattels removed.


                                       8
<PAGE>   9
            SECTION I.15. Grantor will immediately notify Beneficiary of the
institution of any proceeding for the condemnation or taking by eminent domain
of the Mortgaged Property, or any portion thereof promptly after Grantor obtains
knowledge of same. The Trustee and Beneficiary may participate in any such
proceeding and Grantor from time to time will deliver to Beneficiary all
instruments requested by it to permit such participation. In the event of such
condemnation proceedings, or a conveyance in lieu of such taking, the award or
compensation payable is hereby assigned to and shall be paid to Beneficiary.
Beneficiary shall be under no obligation to question the amount of any such
award or compensation and may accept the same in the amount in which the same
shall be paid, but shall have no right to bind Grantor or to make settlement of
its claim, except to the extent of the interest of the Trustee and Beneficiary.
In any such condemnation proceedings the Trustee and Beneficiary may be
represented by counsel selected by Beneficiary. The proceeds of any award or
compensation so received after reimbursement of any reasonable and documented
expenses incurred by Beneficiary in connection with such proceedings, shall, at
the option of Beneficiary, be applied, without premium, to the repayment of the
Notes and/or the sums due under the Loan Agreement in such order as Beneficiary
may in its sole discretion elect (regardless of interest payable on the award by
the condemning authority), or to the cost of restoration of the Improvement or
Chattel so taken and other terms as shall be satisfactory to Beneficiary.

            SECTION I.16. The assignment of rents, income and other benefits
(collectively, "rents") contained in the granting clause of this Deed of Trust
shall be fully operative without any further action on the part of Grantor or
Beneficiary and specifically Beneficiary shall be entitled, at its option, to
all rents from the Mortgaged Property whether or not Beneficiary takes
possession of the Mortgaged Property. Grantor hereby further grants to
Beneficiary the right (i) to enter upon and take possession of the Mortgaged
Property for the purpose of collecting the rents, (ii) to dispossess by the
usual summary proceedings any tenant defaulting in the payment thereof to
Beneficiary, (iii) to let the Mortgaged Property or any part thereof, and (iv)
to apply the rents, after payment of all necessary charges and expenses, on
account of the indebtedness and other sums secured hereby. Such assignment and
grant shall continue in effect until the indebtedness and other sums 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 Mortgaged Property by Beneficiary pursuant to such grant, whether or not
sale or


                                       9
<PAGE>   10
foreclosure has been instituted. Neither the exercise of any rights under this
Section by Beneficiary nor the application of the rents to the indebtedness and
other sums secured hereby, shall cure or waive any Event of Default, or notice
of default hereunder or invalidate any act done pursuant hereto, but shall be
cumulative of all other rights and remedies.

            The foregoing provisions hereof shall constitute an absolute and
present assignment of the rents from the Mortgaged Property, subject, however,
to the conditional permission given to Grantor to collect, receive and use the
rents until the occurrence of an Event of Default at which time such conditional
permission shall automatically terminate; and the existence or exercise of such
right of Grantor shall not operate to subordinate this assignment, in whole or
in part, to any subsequent assignment by Grantor permitted under the provisions
of this Deed of Trust, and any such subsequent assignment by Grantor shall be
subject to the rights of the Trustee and Beneficiary hereunder.

            SECTION I.17. (1) Grantor will not (i) except where the lessee is in
default thereunder, terminate or consent to the cancellation or surrender of any
lease of the Mortgaged Property or of any part thereof, now existing or
hereafter to be made or (ii) modify any such lease or give consent to any
assignment or subletting without Beneficiary's prior written consent (which
shall not be unreasonably withheld, conditioned or delayed), or (iii) accept
prepayments of any installments of rent or additional rent to be due under such
leases, except prepayments in the nature of security for the performance of the
lessee's obligations thereunder, or (iv) enter into any lease prohibited under
the provisions of the Loan Agreement.

                  (2)   Grantor will not execute any lease of all or a
substantial portion of the Mortgaged Property except for actual occupancy by the
lessee thereunder, and will at all times promptly and faithfully perform, or
cause to be performed, all of the material covenants, conditions and agreements
contained in all leases of the Mortgaged Property now or hereafter existing, on
the part of the lessor thereunder to be kept and performed. If any such lease
provides for the giving by the lessee of certificates with respect to the status
of such leases, Grantor shall exercise its right to request such certificates
within five (5) days of any demand therefor by Beneficiary.

                  (3)   Grantor shall furnish to Beneficiary, within fifteen
(15) days after a request by Beneficiary to do so, a written statement
containing the names of all lessees for the


                                       10
<PAGE>   11
Mortgaged Property, the term of their respective leases, the spaces occupied,
the rentals paid and any security therefor.

            SECTION I.18. Intentionally deleted.

            SECTION I.19. Intentionally Deleted.

            SECTION I.20. Intentionally Deleted.

            SECTION I.21. Intentionally Deleted.

            SECTION I.22. Intentionally Deleted.

            SECTION I.23. Intentionally Deleted.

            SECTION I.24. Intentionally Deleted.

            SECTION I.25. Intentionally Deleted.

            SECTION I.26. Intentionally Deleted.

            SECTION I.27. Intentionally Deleted.

            SECTION I.28. Intentionally Deleted.

            SECTION I.29. Intentionally Deleted.

            SECTION I.30. Intentionally Deleted.

            SECTION I.31. Intentionally Deleted.

            SECTION I.32. Intentionally Deleted.

            SECTION I.33. Intentionally Deleted.

            SECTION I.34. Intentionally Deleted.

            SECTION I.35. Intentionally Deleted.


                                       11
<PAGE>   12
                                   ARTICLE II

                         EVENTS OF DEFAULT AND REMEDIES

            SECTION II.1. The occurrence of any one or more of the following
events shall constitute an event of default ("Event of Default") hereunder:

                  (1)   If Grantor shall default in the payment of (i) any
regular installment of interest and/or principal on the Notes within five (5)
business days of when the same shall have become due and payable, (ii) any other
payment of interest and/or principal due on the Notes within five (5) business
days of when the same shall become due and payable, whether at any stated
maturity or by acceleration or otherwise, or (iii) any other sums required to be
paid by Grantor pursuant to the Notes, the Loan Agreement, or this Deed of Trust
within five (5) business days of the date that such payments are therein or
herein required to be made; or

                  (2)   If Grantor and/or Guarantor, if any, shall breach, or be
in default of, any of the covenants or provisions contained in this Deed of
Trust, or of any chattel mortgage, other deed of trust, security agreement or
other document issued thereunder or in connection therewith or herewith and the
same shall not be cured within fifteen (15) days of the occurrence of such
breach; or

                  (3)   If Grantor shall violate the provisions of Section
1.09 hereof; or

                  (4)   If there shall be a termination, revocation or purported
revocation by any Guarantor under a Guaranty; or

                  (5)   if there shall be an Event of Default under the Loan
Agreement.

            Upon the occurrence of an Event of Default, and in every such case:

            1.    During the continuance of any Event of Default, Beneficiary
personally, or by its agents or attorneys may enter into and upon all or any
part of the Mortgaged Property, and each and every part thereof, and may exclude
the party owning the beneficial interest in same, its agents and servants wholly
therefrom; and having and holding the same, may use, operate, manage and control
the Mortgaged Property for any lawful purpose and conduct the business thereof,
either personally or by its


                                       12
<PAGE>   13
superintendents, managers, agents, servants, attorneys or receivers; and upon
every such entry, Beneficiary, at the expense of Grantor, from time to time,
either by purchase, repairs or construction, may maintain and restore the
Mortgaged Property, whereof it shall become possessed as aforesaid, may complete
the construction of the Improvements and in the course of such completion may
make such changes in the contemplated Improvements as it may deem desirable; may
insure or reinsure the same as provided in the Loan Agreement, and likewise,
from time to time, at the expense of Grantor, Beneficiary may make all necessary
or proper repairs, renewals, replacements, alterations, additions, betterments
and improvements to the Mortgaged Property or any part thereof and thereon as it
may deem advisable; and in every such case Beneficiary shall have the right to
manage and operate the Mortgaged Property, possessed as aforesaid, and to carry
on the business thereof and exercise all rights and powers of the party owning
such property with respect thereto either in the name of such party or otherwise
as it shall deem best; and Beneficiary shall be entitled to collect and receive
all earnings, revenues, rents, issues, profits and income of the Mortgaged
Property and every part thereof; and after deducting the expenses of conducting
the business thereof and of all maintenance, repairs, replacements, alterations,
additions, betterments and improvements and all payments which may be made for
taxes, assessments, insurance, in payment of any prior deed of trust and prior
or other proper charges upon the Mortgaged Property or any part thereof, as well
as just and reasonable compensation of Beneficiary for the services of
Beneficiary and for all attorneys, counsel, agents, clerks, servants and other
employees by it properly engaged and employed, Beneficiary shall apply the
moneys arising as aforesaid, first, to the payment of any sums, other than
interest and principal on the Notes or due pursuant to the Loan Agreement
required to be paid by Grantor under this Deed of Trust, second, to the payment
of interest on the Notes or due pursuant to the Loan Agreement, third, to the
payment of the principal of the Notes or due pursuant to the terms of the Loan
Agreement when and as the same shall become payable (whether by acceleration or
otherwise) and finally, in an amount equal to the Early Termination Fee which
would have been payable if Grantor had voluntarily prepaid the Notes and Loan
Agreement.

            2.    Beneficiary, at its option, may declare the entire unpaid
balance of the indebtedness secured hereby immediately due and payable by
delivery to Trustee of written declaration of default and demand for sale and
written notice of default and of election to cause the Mortgaged Property to be
sold, which notice


                                       13
<PAGE>   14
Trustee shall cause to be duly filed for record. Beneficiary shall also deposit
with the Trustee this Deed of Trust, the Notes and all documents evidencing the
expenditures secured hereby.

            3.    After the lapse of such time as may then be required by law
following the recordation of said notice of default, and notice of sale having
been given as then required by law, Trustee, without demand on Grantor, shall
sell the Mortgaged Property at the time and place fixed by it in said notice of
sale, either as a whole or in separate parcels, and in such order as it may
determine, at public auction to the highest bidder for cash in lawful money of
the United States, payable at time of sale. If the Mortgaged Property consists
of several known lots or parcels, Beneficiary may designate the order in which
such parcels shall be sold or offered for sale. Any person, including Grantor,
Trustee or Beneficiary, may purchase at such sale.

            4.    Trustee may postpone sale of all or any portion of the
Mortgaged Property by public announcement at such time and place of sale, and
from time to time thereafter may postpone such sale by public announcement at
the time fixed by the preceding postponement.

            5.    On and after the occurrence of an Event of Default, Grantor
shall pay all rents, issues and profits thereafter received by Grantor from the
Mortgaged Property to Beneficiary and to the extent not paid shall hold such
amounts as trust funds for the benefit of Beneficiary and such rents, issues and
profits shall be deemed "cash collateral" of Beneficiary under 11 U.S.C., as
amended.

            SECTION II.2. (1) Trustee, after making such sale, and upon receipt
of the purchase price, shall make, execute and deliver to the purchaser or
purchasers its deed or deeds conveying the Mortgaged Property so sold, but
without any covenant or warranty, express or implied, and without any
representation, express or implied, as to the existence, or lack thereof, of
Hazardous Substances on the Mortgaged Property, and shall apply the proceeds of
sale thereof to payment, FIRSTLY, of the expenses of such sale, together with
the reasonable expenses of this Trust, including Trustee's fees and cost of
evidence of title in connection with sale, Torrens certificates, and revenue
stamps on Trustee's deed; SECONDLY, of all moneys paid, advanced or expended by
Beneficiary under the terms hereof, not then repaid, together with the interest
thereon as herein provided; THIRDLY, of the amount of the principal and interest
on the Notes or under the Loan Agreement then remaining unpaid together with


                                       14
<PAGE>   15
an amount which would have been equal to the Early Termination Fee which would
have been paid by Grantor if Grantor had voluntarily prepaid the Notes or the
Loan Agreement; and LASTLY, the balance or surplus, if any, of such proceeds of
sale to the person or persons legally entitled thereto, upon satisfactory proof
of such right.

                  (2)   In the event of a sale of the Mortgaged Property, or any
part thereof, and the execution of a deed or deeds therefor under these trusts,
the recitals therein of any matters or facts shall be conclusive proof of the
truthfulness thereof and of the fact that said sale was regularly and validly
made in accordance with all requirements of the laws of the State of Utah and of
this Deed of Trust; and any such deed or deeds, with such recitals therein,
shall be effectual and conclusive against Grantor and all other persons; and the
receipt for the purchase money recited or contained in any deed executed to the
purchaser as aforesaid shall be sufficient discharge to such purchaser from all
obligations to see to the proper application of the purchase money according to
the trusts aforesaid.

            SECTION II.3. After the happening of an Event of Default by Grantor
under this Deed of Trust, Grantor hereby consents to the appointment of a
receiver or receivers, without bond, of the Mortgaged Property and of all the
earnings, revenues, rents, issues, profits and income thereof. The exercise of
any right under this Article II shall not be deemed as election of remedies nor
a "pending action" so as to preclude to exercise of any other right or remedy.
After the happening of any such Event of Default and during its continuance,
Beneficiary shall be entitled, as a matter of right, if it shall so elect,
without the giving of notice to any other party and without regard to the
adequacy or inadequacy of any security for the Deed of Trust indebtedness,
forthwith either before or after declaring all sums evidenced by the Notes or
due pursuant to the Loan Agreement to be due and payable, to the appointment of
such a receiver or receivers.

            SECTION II.4. During the continuance of an Event of Default,
Beneficiary shall have the following rights and remedies:

                  (1)   Beneficiary or its employees, acting by themselves or
through a court-appointed receiver, may enter upon, possess, manage, operate,
dispose of, and contract to dispose of the Mortgaged Property or any part
thereof; take custody of all accounts; negotiate with governmental authorities
with respect to


                                       15
<PAGE>   16
the Mortgaged Property's environmental compliance and remedial measures; take
any action necessary to enforce compliance with any Act, including but not
limited to spending rents to abate the problem; make, terminate, enforce or
modify leases of the Mortgaged Property upon such terms and conditions as
Beneficiary deems proper; contract for goods and services, hire agents,
employees, and counsel, make repairs, alterations, and improvements to the
Mortgaged Property necessary, in Beneficiary's judgment, to protect or enhance
the security hereof; incur the risks and obligations ordinarily incurred by
owners of property (without any personal obligation on the part of the
receiver); and/or take any and all other actions which may be necessary or
desirable to comply with Grantor's obligations hereunder and under the Notes and
Loan Agreement. All sums realized by Beneficiary under this subparagraph, less
all costs and expenses incurred by it under this subparagraph, including
reasonable and documented attorneys' fees, and less such sums as Beneficiary
deems appropriate as a reserve to meet future expenses under the subparagraph,
shall be applied on any indebtedness secured hereby in such order as Beneficiary
shall determine. Neither application of said sums to said indebtedness, nor any
other action taken by Beneficiary under this subparagraph shall cure or waive
any Event of Default or notice of default hereunder, or nullify the effect of
any such notice of default. Beneficiary, or any employee or agent of
Beneficiary, or a receiver appointed by a court, may take any action or
proceeding hereunder without regard to (a) the adequacy of the security for the
indebtedness secured hereunder, (b) the existence of a declaration that the
indebtedness secured hereby has been declared immediately due and payable, or
(c) the filing of a notice of default.

                  (2)   With or without notice, and without releasing Grantor
from any obligation hereunder, to cure any default of Grantor and, in connection
therewith, Beneficiary or its agents, acting by themselves or through a court
appointed receiver, may enter upon the Mortgaged Property or any part thereof
and perform such acts and things as Beneficiary deems necessary or desirable to
inspect, investigate, assess, and protect the security hereof, including without
limitation of any of its other rights: (a) to obtain a court order to enforce
Beneficiary's right to enter and inspect the Mortgaged Property, to which the
decision of Beneficiary as to whether there exists a release or threatened
release of a Hazardous Substances onto the Mortgaged Property shall be deemed
reasonable and conclusive as between the parties hereto; and (b) to have a
receiver appointed to enforce Beneficiary's right to enter and inspect the
Mortgaged Property


                                       16
<PAGE>   17
for Hazardous Substances. All costs and expenses incurred by Beneficiary with
respect to the audits, tests, inspections, and examinations which Beneficiary or
its agents or employees may conduct, including the fees of the engineers,
laboratories, contractors, consultants, and attorneys, shall be paid by Grantor.
All costs and expenses incurred by Trustee and Beneficiary pursuant to this
subparagraph (including without limitation court costs, consultant fees and
reasonable and documented attorneys' fees, whether incurred in litigation or not
and whether before or after judgment) shall bear interest at the Default Rate of
Interest from the date they are incurred until said sums have been paid.

                  (3)   To waive its lien against the Mortgaged Property or any
portion thereof, whether fixtures or personal property, to the extent such
property is found to be environmentally impaired and to exercise any and all
rights and remedies of an unsecured creditor against Grantor and all of
Grantor's assets and property for the recovery of any deficiency and
Environmental Costs, including, but not limited to, seeking an attachment order.
As between Beneficiary and Grantor, Grantor shall have the burden of proving
that Grantor or any related party (or any affiliate or agent of Grantor or any
related party) was not in any way negligent in permitting the release or
threatened release of the hazardous substances. Grantor acknowledges and agrees
that notwithstanding any term or provision contained herein or in the Notes or
Loan Agreement, all judgments and awards entered against Grantor shall be
exceptions to any nonrecourse or exculpatory provision of the Loan Documents,
and Grantor shall be fully and personally liable for all judgments and awards
entered against Grantor hereunder and such liability shall not be limited to the
original principal amount of the obligations secured by this Deed of Trust and
Grantor's obligations shall survive the foreclosure, deed in lieu of
foreclosure, release, reconveyance, or any other transfer of the Mortgaged
Property or this Deed of Trust. For the purposes of any action brought under
this subparagraph, Grantor hereby waives the defense of laches and any
applicable statute of limitations.

                  (4)   Nothing contained herein shall be construed to limit any
and all rights that Beneficiary has at law or pursuant hereto.

            SECTION II.5. No remedy herein conferred upon or reserved to the
Trustee or Beneficiary is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be cumulative and shall be in
addition to


                                       17
<PAGE>   18
every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. No delay or omission of the Trustee or Beneficiary to
exercise any right or power occurring upon the Event of Default shall impair any
such right or power or shall be construed to be a waiver thereof or an
acquiescence therein; and every power and remedy given by this Deed of Trust to
the Trustee or Beneficiary may be exercised from time to time and as often as
may be deemed expedient by the Trustee or Beneficiary. Nothing in this Deed of
Trust or in the Notes or Loan Agreement shall affect the obligation of Grantor
to pay the principal of, interest on, and Early Termination Fee payable pursuant
to, the Notes and all sums due under the Loan Agreement in the manner and at the
time and place therein respectively expressed.

            SECTION II.6. To the extent permitted by law, Grantor will not at
any time insist upon, or plead, or in any manner whatever claim or take any
benefit or advantage of, any stay or extension or moratorium law, any exemption
from execution or sale of the Mortgaged Property or any part thereof, wherever
enacted, now or at any time hereafter in force, which may affect the covenants
and terms of performance of this Deed of Trust; nor claim, take or insist upon
any benefit or advantage of any law now or hereafter in force providing for the
marshalling of the Mortgaged Property or on the valuation or appraisal of the
Mortgaged Property, or any part thereof, prior or subsequent to any sale or
sales thereof which may be made pursuant to any provision herein, or pursuant to
the decree, judgment or order of any court of competent jurisdiction; nor, after
any such final sale or sales, claim or exercise any right under any statute or
otherwise, to redeem the property so sold or any part thereof; and Grantor
hereby expressly waives all benefit or advantage of any such law or laws, and
covenants not to hinder, delay or impede the execution of any power herein
granted or delegated to the Trustee or Beneficiary, but to suffer and permit the
execution of every power as though no such law or laws had been made or enacted.
Grantor hereby waives the right to require any sale to be made in parcels, or
the right to select parcels to be so sold, and there shall be no requirement for
marshalling of assets. Grantor hereby further waives any rights it may have
under applicable law relating to the prohibition of the obtaining of a
deficiency judgment by Beneficiary against Grantor.

            SECTION II.7. During the continuance of any Event of Default and
pending the exercise by the Trustee or Beneficiary of its right to exclude
Grantor from all or any part of the Premises, Grantor agrees to pay the fair and
reasonable rental


                                       18
<PAGE>   19
value for the use and occupancy of the Mortgaged Property for such period and
upon default of any such payment, will vacate and surrender possession of the
Premises to the Trustee or Beneficiary or to a receiver, if any, and in default
thereof may be evicted by any summary action or proceeding for the recovery or
possession of Premises for non-payment of rent, however designated. In the event
Grantor remains in possession of the Mortgaged Property after the same is sold
as provided above or after Beneficiary otherwise becomes entitled to possession
of the same, Grantor shall become a tenant at will of Beneficiary or the
purchaser of the Mortgaged Property.

            SECTION II.8. Without affecting the personal liability of any
person, firm, corporation or other entity, including Grantor (other than any
person released pursuant hereto), for the payment of the indebtedness secured
hereby, and without affecting the lien of this Deed of Trust for the full amount
of the indebtedness remaining unpaid upon any property not reconveyed pursuant
hereto, Beneficiary and Trustee are respectively authorized and empowered as
follows: Beneficiary may, at any time and from time to time, either before or
after the maturity of the Notes or the expiration of the Loan Agreement, and
without notice: (a) release any person liable for the payment of any of the
indebtedness, (b) make any agreement extending the time or otherwise altering
the terms of payment of any of the indebtedness, (c) accept additional security
therefor of any kind, (d) release any property, real or personal, securing the
indebtedness. Trustee may, without liability therefor and without notice, at any
time and from time to time so long as the lien or charge hereof shall subsist,
but only upon the written request of Beneficiary and presentation of this Deed
of Trust and the Notes for endorsement: (a) consent to the making of any map or
plat of the Land, (b) join in granting any easement thereon or in creating any
covenants restricting use or occupancy thereof, (c) reconvey, without warranty,
any part of the Mortgaged Property, (d) join in any extension agreement or in
any agreement subordinating the lien or charge hereof.

            SECTION II.9. This Deed of Trust constitutes a Security Agreement
under the laws of the State of Utah so that Beneficiary shall have and may
endorse a security interest in any or all of the Mortgaged Property which may or
might now or hereafter be or be deemed to be personal property, fixtures or
property other than real estate (collectively, "Personal Property") and Grantor
agrees to execute, as debtor, such financing statement or statements as
Beneficiary may now or hereafter reasonably request in order that such security
interest


                                       19
<PAGE>   20
or interests may be perfected pursuant to such laws. This Deed of Trust further
constitutes a fixture filing under Sections 9-313 and 9-402 of the Utah Uniform
Commercial Code, as amended or recodified from time to time; provided, however
that the execution and/or filing hereof does not imply that the items of
Personal Property included in the Mortgaged Property are or are to become
fixtures. The filing hereof as a fixture filing is intended to protect the
parties from unwarranted assertions by third parties.

            Notwithstanding any release of any or all of the property included
in the Premises which is deemed "real property", any proceedings to foreclose
this Deed of Trust, or its satisfaction of record, the terms hereof shall
survive as a security agreement with respect to the security interest created
hereby and referred to above until the repayment or satisfaction in full of the
obligations of Grantor as are now or hereafter evidenced by the Notes and Loan
Agreement.

            SECTION II.10. During the continuance of any Event of Default,
Beneficiary shall have all of the rights and remedies of a secured party under
the Uniform Commercial Code (the "Code") of the State of Utah, and specifically
the right to direct notice and collections of any obligation owing to Grantor by
any lessee of the Premises. In addition to its rights to foreclose this Deed of
Trust, Beneficiary shall have the right to sell the Personal Property or any
part thereof, or any further, or additional, or substituted Personal Property,
at one or more times, and from time to time, at public sale or sales or at
private sale or sales, on such terms as to cash or credit, or partly for cash
and partly on credit, as Beneficiary may deem proper. Beneficiary shall have the
right to become the purchaser at any such public sale or sales, free and clear
of any and all claims, rights of equity of redemption in Grantor, all of which
are hereby waived and released. Grantor shall not be credited with the amount of
any part of such purchase price, unless, until and only to the extent that such
payment is actually received in cash. Notice of public sale, if given, shall be
sufficiently given, for all purposes, if published not less than seven days
prior to any sale, in any newspaper of general circulation distributed in the
city in which the property to be sold is located or as otherwise required by the
Code. The net proceeds of any sale of the Personal Property which may remain
after the deduction of all costs, fees and expenses incurred in connection
therewith, including, but not limited to, all advertising expenses, broker's or
brokerage commissions, documentary stamps, recording fees, foreclosure costs,
stamp taxes and counsel fees,


                                       20
<PAGE>   21
shall be credited by Beneficiary against the liabilities, obligations and
indebtedness of Grantor to Beneficiary secured by this Deed of Trust and
evidenced by the Notes or the Loan Agreement. Any portion of the Personal
Property which may remain unsold after the full payment, satisfaction and
discharge of all of the liabilities, obligations and indebtedness of Grantor to
Beneficiary shall be returned to the respective parties which delivered the same
to Beneficiary. If at any time Grantor or any other party shall become entitled
to the return of any of the Personal Property hereunder, any transfer or
assignment thereof by Beneficiary shall be, and shall recite that the same is,
made wholly without representation or warranty whatsoever by, or recourse
whatsoever against Beneficiary.

            SECTION II.11. All rights, remedies and powers provided by Sections
2.01-2.10 hereof may be exercised only to the extent not expressly inconsistent
with the Loan Agreement and/or the other Loan Documents, and only to the extent
that the exercise thereof does not violate any applicable provision of law in
the jurisdiction in which the Premises are located, and all such provisions are
intended to be subject to all applicable provisions of law which may be
controlling in such jurisdiction and to be limited to the extent necessary so
that they will not render this Deed of Trust invalid, illegal or unenforceable
under the provisions of any applicable law.

            SECTION II.12. Grantor agrees, to the full extent permitted by law,
that at all times following an Event of Default, neither Grantor nor anyone
claiming through or under it shall or will set up, claim or seek to take
advantage of any appraisement, valuation, stay, or extension laws now or
hereafter in force, in order to prevent or hinder the enforcement or foreclosure
of this Deed of Trust or the absolute sale of the Mortgaged Property or the
final and absolute putting into possession thereof, immediately after such sale,
of the purchaser thereat; and Grantor, for itself and all who may at any time
claim through or under it, hereby waives, to the full extent that it may
lawfully so do, the benefit of all such laws and any and all right to have the
assets comprising the Mortgaged Property marshalled upon any foreclosure of the
lien hereof and agrees that Trustee or any court having jurisdiction to
foreclose such lien may sell the Mortgaged Property in part or as an entirety.
To the full extent permitted by law, Grantor hereby waives any and all statutory
or other rights of redemption from sale under any order or decree of foreclosure
of this Deed of Trust, on its own behalf and on behalf of each and every person
acquiring any interest in or title to the Mortgaged Property subsequent to the


                                       21
<PAGE>   22
date hereof.

                                   ARTICLE III

                                  MISCELLANEOUS

            SECTION III.1. In the event any one or more of the provisions
contained in this Deed of Trust shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Deed of Trust, but
this Deed of Trust shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

            SECTION III.2. All notices or demands by any party relating to this
Deed of Trust or any other agreement entered into in connection herewith shall
be set in the form and manner set forth in the Loan Agreement.

            SECTION III.3. Intentionally Deleted.

            SECTION III.4. All of the grants, covenants, terms, obligations,
provisions and conditions herein contained shall run with the land and shall
apply to, bind and inure to the benefit of, the successors and assigns of
Grantor and Beneficiary and to the successors of the Trustee.

            SECTION III.5. Intentionally Deleted.

            SECTION III.6. It shall be lawful for the Trustee, or Beneficiary,
at its election, upon the occurrence of an Event of Default, to sue out
forthwith a complaint in foreclosure upon this Deed of Trust and to proceed
thereon to judgment and execution for the recovery of all sums payable by
Grantor pursuant to the terms of this Deed of Trust without further stay, any
law, usage or custom to the contrary notwithstanding.

            SECTION III.7. Notwithstanding the appointment of any receiver,
liquidator or trustee of Grantor, or of any of its property, or of the Mortgaged
Property, or any part thereof, the Trustee shall be entitled to retain
possession and control of all property now or hereafter held under this Deed of
Trust.

            SECTION III.8. If Grantor shall default in the payment of any sums
due pursuant to the terms of the Notes, the Loan Agreement, or this Deed of
Trust, and the same shall constitute an Event of Default, then such Event of
Default shall be, and be


                                       22
<PAGE>   23
deemed to be, an attempt by Grantor to avoid the Early Termination Fee payable
by Grantor pursuant to the terms of the Loan Agreement and consequently, upon
such Event of Default Beneficiary shall be entitled to collect such Early
Termination Fee from Grantor with the same effect as if Grantor had voluntarily
elected to prepay the principal sum evidenced by the Loan Agreement.

            SECTION III.9. Grantor hereby waives and relinquishes unto, and in
favor of Beneficiary, all benefit under all laws, now in effect or hereafter
passed, to relieve Grantor in any manner from the obligations assumed and the
obligation for which this Deed of Trust is security or to reduce the amount of
the said obligation to any greater extent than the amount actually paid for the
Mortgaged Property, in any judicial proceedings upon the said obligation, or
upon this Deed of Trust.

            SECTION III.10. Neither Grantor nor any other person now or
hereafter obligated for payment for all or any part of the indebtedness secured
hereby shall be relieved of such obligation by reason of the failure of
Beneficiary to comply with any request of Grantor or of any other person so
obligated to take action to foreclose on this Deed of Trust or otherwise enforce
any provisions hereof or of the Notes or under the Loan Agreement or by reason
of the release, regardless of consideration, of all or any part of the security
held for the indebtedness secured hereby.

            SECTION III.11. By accepting or approving anything required to be
observed, performed or fulfilled or to be given to Beneficiary pursuant to this
Deed of Trust, including (but not limited to) any certificate, balance sheet,
statement of profit and loss or other financial statement, survey, appraisal or
insurance policy, Beneficiary shall not be deemed to have warranted or
represented the sufficiency, legality, effectiveness or legal effect of the
same, or of any term, provision or condition thereof, and such acceptance or
approval thereof shall not be or constitute any warranty or representation with
respect thereto by Beneficiary.

            SECTION III.12. Beneficiary may from time to time, without notice to
Grantor or to the Trustee, and with or without cause and with or without the
resignation of the Trustee substitute a successor or successors to the Trustee
named herein or acting hereunder to execute this trust. Upon such appointment
and without conveyance to the successor Trustee, the latter shall be vested with
all title, powers and duties conferred upon the


                                       23
<PAGE>   24
Trustee herein named or acting hereunder. Each such appointment and substitution
shall be made by written document executed by Beneficiary, containing reference
to this Deed of Trust and its place of record, which when duly filed for record
in the proper office, shall be conclusive proof of proper appointment of the
successor Trustee. The procedure herein provided for substitution of the Trustee
shall be conclusive of all other provisions for substitution, statutory or
otherwise.

            SECTION III.13. Intentionally Deleted.

            SECTION III.14. Intentionally Deleted.

            SECTION III.15. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE CREATION,
PERFECTION AND ENFORCEMENT OF THE LIENS GRANTED BY THIS DEED OF TRUST SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF UTAH AND IN ALL OTHER RESPECTS THIS DEED OF
TRUST SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

            SECTION III.16. Trustee covenants faithfully to perform the trust
herein created, being liable, however, only for gross negligence or willful
misconduct. Trustee accepts this Trust, when this Deed of Trust, duly executed
and acknowledged, is made public record as provided by law. Trustee is not
obligated to notify any party hereto of any action or proceeding in which
Grantor, Beneficiary or Trustee shall be a party unless brought by Trustee.


                                       24
<PAGE>   25
            SECTION III.17. Simultaneously with, and in addition to, the
execution of this Deed of Trust, Grantor, and/or related or affiliated entities
of Grantor, has executed and delivered as security for the Notes and Loan
Agreement a mortgage or deed of trust on parcels of property which may or may
not be outside the boundaries of this county. Grantor agrees that the occurrence
of an Event of Default hereunder, or under any of such other mortgages or deeds
of trust, shall be an Event of Default under each and every one of such
mortgages and deeds of trust, including this Deed of Trust, permitting
Beneficiary to proceed against any or all of the property comprising the
Mortgaged Property or against any other security for the Notes and the Loan
Agreement in such order as Beneficiary, in its sole and absolute discretion may
determine. Grantor hereby waives, to the extent permitted by applicable law, the
benefit of any statute or decision relating to the marshalling of assets which
is contrary to the foregoing. Beneficiary shall not be compelled to release or
be prevented from foreclosing this instrument or any other instrument securing
the Notes and/or the Loan Agreement unless all indebtedness evidenced by the
Notes and/or the Loan Agreement and all items hereby secured shall have been
paid in full and Beneficiary shall not be required to accept any part or parts
of any property securing the Notes and the Loan Agreement, as distinguished from
the entire whole thereof, as payment of or upon the Notes and/or the Loan
Agreement to the extent of the value of such part or parts, and shall not be
compelled to accept or allow any apportionment of the indebtedness evidenced by
the Notes and/or the Loan Agreement to or among any separate parts of said
property.


                                       25
<PAGE>   26
            SECTION III.18. Beneficiary, by accepting this Deed of Trust,
acknowledges that, (a) with respect to a portion of the Premises, this Deed of
Trust is subordinate to that certain Deed of Trust dated march 22, 1999 among
Grantor, Zions First National Bank, as Trustee and Zions First National Bank, as
Beneficiary and recorded in the Utah County Recorder's Office in Book 5029, Page
158 (the "Zions Deed of Trust") and (b) to the extent of any inconsistency
between the provisions of the Zions Deed of Trust and the Related Documents (as
defined in the Zions Deed of Trust), on the one hand, and this Deed of Trust and
the other Loan Documents, on the other hand, and to the extent that Grantor is
complying with the provisions of the Zions Deed of Trust and the Zions Related
Documents, such performance by Grantor of the provisions of the Zions Deed of
Trust and the Zions Related Loan Documents shall not be deemed to constitute a
default or Event of Default under this Deed of Trust or the other Loan
Documents; provided that nothing contained herein shall be deemed to relieve
Grantor from its obligation to pay all Obligations when due under the terms of
the Loan Documents.

            SECTION 3.19. The lien created by this Deed of Trust shall continue
until the "last dollar" owing by Trustor to Beneficiary and the other lenders
pursuant to the Loan Agreement has been paid in full.

            IN WITNESS WHEREOF, Grantor has caused this Deed of Trust to be
executed as of the day and year first above written.


                              "Grantor"

                              TWIN LABORATORIES INC.,
                               a Utah corporation


                              By:_____________________________________________
                              Name:___________________________________________
                              Its:____________________________________________


                                       26
<PAGE>   27
STATE OF ____________   )
                        ) ss.
COUNTY OF ___________   )


            On _______________, before me, __________________ personally
appeared __________________________________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument

            WITNESS my hand and official seal.



                                    _______________________________


                                       27
<PAGE>   28
                                    EXHIBIT A

                                Legal Description


                                       28