<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 DOCUMENT TO BE RECORDED BOTH AS
            A DEED OF TRUST AND FINANCING STATEMENT (FIXTURE FILING)

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



STATE OF ARIZONA               )
                               ) ss.
COUNTY OF MARICOPA             )


                     DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT and
FINANCING STATEMENT (FIXTURE FILING) made this 29th day of March, 2001, between
HEALTH FACTORS INTERNATIONAL, INC., a Delaware corporation ("Trustor") having an
office at 150 Motor Parkway, Hauppauge, New York 11788, as trustor,
and CHICAGO TITLE INSURANCE COMPANY, as trustee, having an office at 700 South
Flower Street, Suite 900, Los Angeles, California 90017 ("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

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                  THIS DEED OF TRUST CONSTITUTES A FIXTURE FILING UNDER SECTION
47-9313 OF THE UNIFORM COMMERCIAL CODE OF THE STATE OF

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ARIZONA. TO THE EXTENT THE GOODS ARE FIXTURES UNDER THE LAWS OF THE STATE OF
ARIZONA. THE FIXTURES ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY LOCATED
IN THE COUNTY OF MARICOPA, STATE OF ARIZONA, MORE PARTICULARLY DESCRIBED ON
EXHIBIT A ATTACHED HERETO, COMMONLY KNOWN BY THE STREET ADDRESSES: 405 and 429
SOUTH SIESTA LANE, TEMPE, ARIZONA. THE NAME OF THE RECORD OWNER OF THE REAL
PROPERTY IS HEALTH FACTORS INTERNATIONAL, INC. THIS INSTRUMENT IS ALSO TO BE
INDEXED IN THE INDEX OF FINANCING STATEMENTS.1

                  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 Trustor 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
Trustor arising under this Deed of Trust, and other documents executed by
Trustor in connection herewith, and (c) payment of any money advanced by
Beneficiary to Trustor, or its successors, with interest thereon, evidenced by
additional notes (indicating that they are so secured) or by

----------

1                 NOTE: If this Instrument or the Notes which this Instrument
                  secures are in your possession, DO NOT DESTROY THEM. State law
                  may require that this Instrument and the Notes be presented to
                  the Trustee for cancellation in order to obtain a
                  reconveyance. The reconveyance must be recorded in the
                  counties and/or parishes in which the land described in
                  Exhibit A is located.

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endorsement of the original notes, executed by Trustor or its successor, and (d)
the payment and performance of all other indebtedness and obligations of Trustor
arising under that certain Financing Agreement of even date herewith to which
inter alia Beneficiary and Trustor are parties (the "Loan Agreement": initially
capitalized terms not otherwise defined herein shall have the meaning set forth
in the Loan Agreement) including all Advances up to a maximum principal amount
of $60,000,000.00 and all interest accruing thereon and all modifications,
extensions and/or renewals thereof, and in consideration of the sum of ten
dollars ($10.00) in hand paid by Beneficiary to Trustor, and for other good and
valuable consideration, Trustor 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 Tempe, County of Maricopa, State of Arizona, 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 Trustor
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");

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

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                  TOGETHER with all right, title and interest of Trustor 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 Trustor hereby covenants and agrees to and with Beneficiary, upon
request by Beneficiary, to make, execute and deliver, at Trustor'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 Trustor
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 Premises
(collectively, the "Chattels");

                  TOGETHER with all right, title and interest of Trustor in
leases of the Premises or the Chattels or any part thereof now or hereafter
entered into and all right, title and interest of Trustor 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

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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 Trustor now or hereafter existing
pertaining to the use and enjoyment of the Premises and all right, title and
interest of Trustor 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 Trustor 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 Trustor 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 Trustor 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 Trustor in
all rents, issues, profits, revenues, income and other benefits to which Trustor
may now or hereafter be entitled from 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

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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) Trustor'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) Trustor'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
Trustor'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 Trustor'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.

                  IN FURTHERANCE OF THE FOREGOING GRANTS (INCLUDING GRANTS OF
SECURITY INTERESTS), BARGAINS, SALES, ASSIGNMENTS, TRANSFERS, MORTGAGES AND
CONVEYANCES, AND TO PROTECT THE PREMISES AND THE SECURITY GRANTED BY THIS
INSTRUMENT, DEBTOR HEREBY WARRANTS, REPRESENTS, COVENANTS AND AGREES AS FOLLOWS:


                                    ARTICLE I

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

                  SECTION I.1. Trustor 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

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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. Trustor 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. Trustor 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 Trustor 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
Trustor 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 Trustor, 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 owned by Trustor and
specifically described in the granting clause hereof.

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                  SECTION I.6. Trustor 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 Trustor, 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 Arizona 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, Trustor shall bear and pay the full amount of such taxes, provided
that if for any reason payment by Trustor 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 Trustor, (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 Trustor 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, Trustor will not further encumber, sell, convey or
transfer any interest in, or

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any part of, the Mortgaged Property (unless the same shall constitute a
Permitted Encumbrance). Any such encumbrance, sale, 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 Trustor 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 Trustor, Beneficiary
may, but shall not be required to, make advances to perform the same, or cause
the same to be performed, on Trustor'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. Trustor 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 Trustor 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. Trustor will not commit any waste at or with
respect to the Mortgaged Property. Trustor 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 exist an Event of Default, in addition to any
rights to remove or replace the Chattels under

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the Loan Agreement or any Loan Document, Trustor may make appropriate
replacements of Chattels, free of superior title, liens and claims other then
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.

                  SECTION I.15. Trustor 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 Trustor
obtains knowledge of same. The Trustee and Beneficiary may participate in any
such proceeding and Trustor 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 Trustor 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
Trustor 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. Trustor 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

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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 Trustor to the entry upon and taking possession of the
Mortgaged Property by Beneficiary pursuant to such grant, whether or not sale or
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 Trustor 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 Trustor shall not operate to subordinate this
assignment, in whole or in part, to any subsequent assignment by Trustor
permitted under the provisions of this Deed of Trust, and any such subsequent
assignment by Trustor shall be subject to the rights of the Trustee and
Beneficiary hereunder. Without limiting the generality of the foregoing,
Beneficiary shall have all rights provided in Arizona Revised Statutes Section
33-702B.

                  SECTION I.17. (a) Trustor 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

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obligations thereunder, or (iv) enter into any lease prohibited under
the provisions of the Loan Agreement.

                    (b) Trustor 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, Trustor shall exercise its right to request such certificates
within five (5) days of any demand therefor by Beneficiary.

                    (c) Trustor 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 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.

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<PAGE>   14
                  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.


                                   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:

                    (a) If Trustor 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 Trustor 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

                    (b) If Trustor 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

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<PAGE>   15
                    (c) If Trustor shall violate the provisions of Section 1.09
hereof; or

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

                    (e) 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:

                  I. 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 superintendents, managers, agents, servants,
attorneys or receivers; and upon every such entry, Beneficiary, at the expense
of Trustor, 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 Trustor,
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,

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<PAGE>   16
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
Trustor 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 Trustor had voluntarily prepaid the Notes or Loan Agreement.

                  II. Beneficiary, at its option, may declare the entire unpaid
balance of the indebtedness secured hereby immediately due and payable and shall
record and give notice of Trustee's sale in the manner required by law.
Beneficiary shall also deposit with the Trustee this Deed of Trust, the Notes
and all documents evidencing the expenditures secured hereby.

                  III. After the lapse of such time as may then be required by
law following the recordation of said notice of sale, and notice of sale having
been given as then required by law, Trustee, without demand on Trustor, 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 Trustor,
Trustee or Beneficiary, may purchase at such sale.

                  IV. 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

                                       16
<PAGE>   17
postpone such sale by public announcement at the time fixed by the preceding
postponement.

                  V. On and after the occurrence of an Event of Default, Trustor
shall pay all rents, issues and profits thereafter received by Trustor 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. (a) 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 some to payment, FIRSTLY, of the costs and 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 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 an
amount which would have been equal to the Early Termination Fee which would have
been paid by Trustor if Trustor had voluntarily prepaid the Notes or 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.

                    (b) 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 Arizona and
of this Deed of Trust; and any such deed or deeds, with such recitals therein,
shall be effectual and conclusive against Trustor and all other persons; and the
receipt for the

                                       17
<PAGE>   18
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 2.03. After the happening of an Event of Default by
Trustor under this Deed of Trust, Trustor hereby consents to the appointment of
a receiver or receivers 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 2.04. During the continuance of an Event of Default,
Beneficiary shall have the following rights and remedies:

                    (i) 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 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

                                       18
<PAGE>   19
be necessary or desirable to comply with Trustor's obligations hereunder and
under the Notes or 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.

                    (ii) With or without notice, and without releasing Trustor
from any obligation hereunder, to cure any default of Trustor 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 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 Trustor. All costs and expenses incurred by Trustee and Beneficiary
pursuant to this subparagraph (including without limitation court costs,
consultant fees and reasonable and

                                       19
<PAGE>   20
documented attorneys' fees, whether incurred in litigation or not and whether
before or after judgment) shall bear interest at the Default Rate set forth in
the Notes or Loan Agreement from the date they are incurred until said sums have
been paid.

                    (iii) 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 Trustor and all of
Trustor'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 Trustor, Trustor shall have the burden of proving
that Trustor or any related party (or any affiliate or agent of Trustor or any
related party) was not in any way negligent in permitting the release or
threatened release of the hazardous substances. Trustor acknowledges and agrees
that notwithstanding any term or provision contained herein or in the Notes or
Loan Agreement, all judgments and awards entered against Trustor shall be
exceptions to any nonrecourse or exculpatory provision of the Loan Documents,
and Trustor shall be fully and personally liable for all judgments and awards
entered against Trustor hereunder and such liability shall not be limited to the
original principal amount of the obligations secured by this Deed of Trust and
Trustor'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, Trustor hereby waives the defense of laches and any
applicable statute of limitations.

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

                  SECTION 2.05. 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 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

                                       20
<PAGE>   21
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 Trustor 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 2.06. To the extent permitted by law, Trustor 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 Trustor
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.
Trustor 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. Trustor 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 Trustor.

                  SECTION 2.07. During the continuance of any Event of Default
and pending the exercise by the Trustee or Beneficiary of its right to exclude
Trustor from all or any part of the

                                       21
<PAGE>   22
Premises, Trustor agrees to pay the fair and reasonable rental 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.

                  SECTION 2.08. Without affecting the personal liability of any
person, firm, corporation or other entity, including Trustor (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 2.09. This Deed of Trust constitutes a Security
Agreement under the laws of the State of Arizona 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 Trustor agrees to execute, as debtor, such financing statement or statements
as Beneficiary may now or

                                       22
<PAGE>   23
hereafter reasonably request in order that such security interest or interests
may be perfected pursuant to such laws. This Deed of Trust further constitutes a
fixture filing under the Arizona 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 Trustor as are now or hereafter evidenced by the Notes and
Loan Agreement.

                  SECTION 2.10. 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 Arizona, and
specifically the right to direct notice and collections of any obligation owing
to Trustor 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 Trustor, all of which are hereby waived and released. Trustor 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

                                       23
<PAGE>   24
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, shall be credited by Beneficiary against the liabilities,
obligations and indebtedness of Trustor 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 Trustor
to Beneficiary shall be returned to the respective parties which delivered the
same to Beneficiary. If at any time Trustor 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 2.11. 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 Mortgage invalid, illegal or
unenforceable under the provisions of any applicable law.


                                   ARTICLE III

                                  MISCELLANEOUS

                  SECTION 3.01. 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.

                                       24
<PAGE>   25
                  SECTION 3.02. All notices or demands by any party relating to
this Deed of Trust or any other agreement entered into in connection herewith
shall be sent in the form and manner set forth in the Loan Agreement.

                  SECTION 3.03. Intentionally Deleted.

                  SECTION 3.04. 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 Trustor and Beneficiary and to the successors of the Trustee.

                  SECTION 3.05. Intentionally Deleted.

                  SECTION 3.06. 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
Trustor pursuant to the terms of this Deed of Trust without further stay, any
law, usage or custom to the contrary notwithstanding.

                  SECTION 3.07. Notwithstanding the appointment of any receiver,
liquidator or trustee of Trustor, 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 3.08. If Trustor 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 deemed to be, an attempt by Trustor to avoid the Early
Termination Fee payable by Trustor 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 Trustor with the same effect as if
Trustor had voluntarily elected to prepay the principal sum evidenced by the
Loan Agreement.

                  SECTION 3.09. Trustor hereby waives and relinquishes unto, and
in favor of Beneficiary, all benefit under all laws,

                                       25
<PAGE>   26
now in effect or hereafter passed, to relieve Trustor 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 3.10. Neither Trustor 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 Trustor 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 3.11. 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 3.12. Beneficiary may from time to time, without
notice to Trustor 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 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

                                       26
<PAGE>   27
substitution of the Trustee shall be conclusive of all other provisions for
substitution, statutory or otherwise.

                  SECTION 3.13. Intentionally Deleted.

                  SECTION 3.14. Intentionally Deleted.

                  SECTION 3.15. 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 ARIZONA AND IN ALL OTHER RESPECTS
THIS DEED OF TRUST SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

                  SECTION 3.16. Simultaneously with, and in addition to, the
execution of this Deed of Trust, Trustor, and/or related or affiliated entities
of Trustor, 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. Trustor 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. Trustor 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.

                                       27
<PAGE>   28
                  SECTION 3.17. If all of the obligations secured hereby shall
be paid in full pursuant to the terms and conditions of this Deed of Trust and
the instruments evidencing the obligations, then Beneficiary (and Trustee to the
extent required by law to effect a full and proper termination, release and
reconveyance) shall, promptly after the request of Trustor, execute, acknowledge
and deliver to Trustor proper instruments evidencing the termination, release
and reconveyance of this Deed of Trust. Trustor shall pay all reasonable legal
fees and other expenses incurred by Beneficiary and Trustee for preparing and
reviewing such instruments and the execution and delivery thereof, and
Beneficiary may require payment of the same prior to delivery of such
instruments. Upon the receipt by Trustor of releases or reconveyances signed by
Beneficiary and Trustee, and in recordable form and evidencing the termination
of this Deed of Trust, Trustor, upon the instruction of Beneficiary, shall
promptly and at its own expense record or file such releases or reconveyances in
each of the cities, towns, counties and parishes and other filing offices, as
appropriate, in which portions of the Collateral may be located, in such a
manner so as to effect a release of all of the Collateral of record. Upon the
request of Beneficiary, Trustor shall promptly deliver to Beneficiary evidence
reasonably satisfactory to Beneficiary of such recordation or filing. Otherwise,
this Deed of Trust shall remain and continue in full force and effect. The
obligations of Trustor under this Section 3.17 shall survive the termination of
this Deed of Trust.

                  SECTION 3.18. 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, Trustor has caused this Deed of Trust to
be executed as of the day and year first above written.

                              "TRUSTOR"

                              HEALTH FACTORS INTERNATIONAL, INC.,
                              a Delaware corporation


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

                                       28
<PAGE>   29
                              Name:
                                 -----------------------------------------------
                              Its:
                                 -----------------------------------------------

                                       29
<PAGE>   30
STATE OF ____________          )
                               ) ss.
COUNTY OF ___________          )


                  The foregoing instrument was acknowledged before me this March
____, 2001 by _____________________________________, _______________ of
______________________, a ________________ corporation, on behalf of the
corporation.






           (SEAL)

                                       30
<PAGE>   31
                                    EXHIBIT A



                                       31