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                                                                   EXHIBIT 10.22

AFTER RECORDING, RETURN TO:

Jennifer Watson
First American Title Insurance Company
1700 S.W. Fourth Avenue, Suite 102
Portland OR  97201-5512


                       TRUST DEED AND ASSIGNMENT OF RENTS

        THIS TRUST DEED AND ASSIGNMENT OF RENTS ("Trust Deed") is made as of the
17th day of April, 2000, by RICHARD G. SASS and JENNIFER B. SASS (collectively,
"Grantor"), to FIRST AMERICAN TITLE INSURANCE COMPANY OF OREGON ("Trustee"), for
the benefit of THE CONFEDERATED TRIBES OF THE GRAND RONDE COMMUNITY OF OREG0N
("Beneficiary").

        WHEREAS, Grantor is a principal of mHL Development Company, an Oregon
corporation ("Debtor"). Debtor is a closely held corporation in which Grantor
has a financial interest. Beneficiary has offered to make a loan to Debtor in
the sum of $2,500,000, which loan is to be evidenced by a Promissory Note of
even date herewith. The loan, if not sooner paid, is due and payable in full on
April 17, 2001. (The Promissory Note as modified, supplemented, extended,
renewed, or replaced from time to time is referred to below as the "Note"); and

        WHEREAS, as a condition to the making of the loan to Debtor, Beneficiary
has required, and Grantor has agreed to execute and deliver, a Security and
Pledge Agreement and Commercial Guaranty of even date herewith (the "Guaranty")
secured by this Trust Deed. This Trust Deed is executed at Debtor's request. It
is in Grantor's interest that Beneficiary makes the loan to Debtor.

        Now, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and for the purpose of securing the Obligations described
in Section l.1 below, Grantor irrevocably grants, bargains, sells, conveys,
assigns, and transfers to Trustee in trust for the benefit and security of the
Beneficiary, with power of sale and right of entry and possession, all of
Grantor's right, title, and interest in and to the real property located in
Multnomah County, Oregon, and more particularly described in Exhibit "A"
attached hereto and incorporated herein (the "Property");

        TOGETHER WITH all interests, estates, and rights that Grantor now has or
may acquire in (1) the Property; (2) any and all options, agreements, and
contrasts for the purchase or sale of all or any part or parts of the Property
or interests in the Property; (3) all easements, rights-of-way, and rights used
is connection with the Property or as a means of access to the Property; and (4)
all tenements, hereditaments, and appurtenances in any manner belonging,
relating, or appertaining to the Property; and


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        TOGETHER WITH all interests, estates, and rights of Grantor, now owned
or hereafter acquired, in and to any land lying within any streets, sidewalks,
alleys, strips, and gores adjacent to or used in connection therewith; and

        TOGETHER WITH all rights, titles, and interests of Grantor, now owned or
hereafter acquired, in and to any and all buildings and other improvements of
every nature now or hereafter located on the Property and all fixtures,
machinery, equipment, and other personal property located on the Property or
attached to, contained in, or used in any such buildings and other improvements,
and all appurtenances and additions to and substitutions and replacements of the
Property (all of the foregoing being collectively referred to below as the
"Improvements"); and

        TOGETHER WITH any and all mineral, oil and gas rights, air rights,
development rights, water rights, water stock, and water service contracts,
drainage rights, zoning rights, and other similar rights or interests that
benefit or are appurtenant to the Property or the Improvements or both, and any
of their proceeds; and

        TOGETHER WITH all present and future rights in and to the trade name by
which all or any portion of the Property and the Improvements are known; all
books and records relating to the use and operation of all or any portion of the
Property and Improvements; all right, title, and interest of Grantor in, to, and
under all present and future plans, specifications, and contracts relating to
the design, construction, management, or inspection of any Improvements; all
rights, titles, and interests of Grantor in and to all present and future
licenses, permits, approvals, and agreements with or from any municipal
corporation, county, state, or other governmental or quasi-governmental entity
or agency relating to the development, improvement, division, or use, of all or
any portion of the Property to the extent such trade names, licenses, permits,
approvals, and agreements are assignable by law; and all other general
intangibles relating to the Property, the Improvements, or their use and
operation; and

        TOGETHER WITH all rights of Grantor in and to any escrow or withhold
agreements, title insurance, surety bonds, warranties, management contracts,
leasing and sales agreements, and service contracts that are in any way relevant
to the ownership, development, improvement, management, sale, or use of all or
any portion of the Property or any of the Improvements; and

        TOGETHER WITH Grantor's rights under any payment, performance, or other
bond in connection with construction of any Improvements, and all construction
materials, supplies, and equipment delivered to the Property or intended to be
used in connection with the construction of any Improvements; and

        TOGETHER WITH all rights, interests, and claims that Grantor now has or
may acquire with respect to any damage to or taking of all or any part of the
Property or the Improvements, including without limitation any and all proceeds
of insurance in effect with


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respect to the Improvements, any and all awards made for taking by eminent
domain or by any proceeding or purchase in lieu thereof, of the whole or any
part of the Property or the Improvements, and any and all awards resulting from
any other damage to the Property or the Improvements, all of which are assigned
to Beneficiary, and, subject to the terms of this Trust Deed, Beneficiary is
authorized to collect and receive such proceeds, to give proper receipts and
acquittances for the proceeds, and to apply them to the Obligations secured by
this Trust Deed.

        All of the about is sometimes referred to below as the "Trust Property."

        TO HAVE AND TO HOLD the Trust Property to Trustee and its successors and
assigns for the benefit of Beneficiary and its successors and assigns forever.

        PROVIDED ALWAYS, that if all the Obligations (as defined in Section 1.1
below, shall be paid, performed, and satisfied in full, then the lien and estate
granted by this Trust Dead shall be reconveyed.

        This Trust Deed, the Guaranty, and all other agreements or instruments
executed at any time in connection therewith as they may be amended or
supplemented from time to time, are sometimes collectively referred to below as
the "Loan Documents."

        TO PROTECT THE SECURITY OF THIS TRUST DEED, GRANTOR HEREBY COVENANTS AND
AGREES AS FOLLOWS:

                                   ARTICLE 1
                 PARTICULAR COVENANTS AND WARRANTIES OF GRANTOR

        1.1     OBLIGATIONS SECURED. This Trust Deed secures the following,
collectively referred to as the "Obligations":

                1.1.1   The payment of all indebtedness, including but not
limited to principal and interest, and the performance of all covenants and
obligations of Grantor to Beneficiary under the Guaranty and under any other
agreement between Grantor and Beneficiary, whether such payment and performance
is now due or becomes due in the future;

                1.1.2   The payment and performance of all covenants and
obligations in this Trust Deed, in the other Loan Documents, and in all other
security agreements, notes, agreements, and undertakings now existing or
hereafter executed by Grantor with or for the benefit of Beneficiary; and

                1.1.3   The payment and performance of any and all other
indebtedness and obligations of Grantor to Beneficiary of any nature whatsoever,
whether direct or indirect, primary or secondary, joint or several, liquidated
or unliquidated, whenever and however arising, and whether or not reflected in a
written agreement or instrument.

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        1.2     PAYMENT OF INDEBTEDNESS; PERFORMANCE OF COVENANTS. Grantor shall
duly and punctually pay and perform all of the Obligations.

        1.3     PROPERTY. Grantor warrants that it holds good and merchantable
title to the Property and the Improvements, free and clear of all liens,
encumbrances, reservations, restrictions, easements, and adverse claims except
those specifically listed in Exhibit "B." Grantor covenants that it shall
forever defend Beneficiary and Trustee's rights under this Trust Deed against
the adverse claims and demands of all persons.

        1.4     FURTHER ASSURANCES; FILING; REFILING; ETC.

                1.4.1   Grantor shall execute, acknowledge, and deliver, from
time to time, such further instruments as Beneficiary or Trustee may require to
accomplish the purposes of this Trust Deed.

                1.4.2   Grantor, immediately upon the execution and delivery of
this Trust Deed, and thereafter from time to time, shall cause this Trust Deed,
any supplemental security agreement, mortgage, or deed of trust and each
instrument of further assurance, to he recorded and rerecorded in such manner
and in such places as may be required by any present or future law in order to
perfect, and continue perfected, the lien and estate of this Trust Deed.

                1.4.3   Grantor shall pay all filing and recording fees, and all
expenses incident to the execution, filing, recording, and acknowledgment of
this Trust Deed; any security agreement, mortgage, or deed of trust supplemental
hereto and any instrument of further assurance; and all federal, state, county,
and municipal taxes, assessments and charges arising out of or in connection
with the execution, delivery, filing, and recording of this Trust Deed, any
supplemental security agreement, mortgage, or deed of trust and any instrument
of further assurance.

        1.5     COMPLIANCE WITH LAWS. Grantor further represents, warrants, and
covenants that:

                1.5.1   The Property, if developed, has been developed, and all
Improvements, if any, have been constructed and maintained, in full compliance
with all applicable laws, statutes, ordinances, regulations, and codes of all
federal, state, and local governments (collectively "Laws"), and all covenants,
conditions, easements, and restrictions affecting the Property (collectively
"Covenants"); and

                1.5.2   Grantor and its operations upon the Property currently
comply, and will hereafter comply in all material respects with all applicable
Laws and Covenants.

        1.6     DEFINITIONS; ENVIRONMENTAL COVENANTS; WARRANTIES AND COMPLIANCE.

                1.6.1   For purposes of this section, "Environmental Law" means
any federal, state, or local law, statute, ordinance, or regulation pertaining
to Hazardous Substances, health, industrial hygiene, or environmental
conditions, including without limitation the


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Comprehensive Environmental Response, Compensation, and Liability Act of 1980
("CERCLA"), as amended, 42 USC Sections 9601-9675, and the Resource Conservation
and Recovery Act of 1976 ("RCRA"), as amended, 42 USC Sections 6901-6992.

                1.6.2   For the purposes of this section, "Hazardous Substance"
includes, without limitation, any material, substance, or waste that is or
becomes regulated or that is or becomes classified as hazardous, dangerous, or
toxic under any federal, state, or local statute, ordinance, rule, regulation,
or law.

                1.6.3   Grantor will not use, generate, manufacture, produce,
store, release, discharge, or dispose of on, under or about the Property or the
Property's groundwater, or transport to or from the Property, any Hazardous
Substance and will not permit any other person to do so, except for such
Hazardous Substances that may be used in the ordinary course of Grantor's
business and in compliance with all Environmental Laws, including but not
limited to those relating to licensure, notice, and recordkeeping.

                1.6.4   Grantor will keep and maintain the Property in
compliance with, and shall not cause or permit all or any portion of the
Property, including groundwater, to be in violation of any Environmental Law.

                1.6.5   Grantor shall give prompt written notice to Beneficiary
of:

                        1.6.5.1 Any proceeding, inquiry, or notice by or from
any governmental authority with respect to any alleged violation of any
Environmental Law or the presence of any Hazardous Substance on the Property or
the migration of any Hazardous Substance front or to other premises;

                        1.6.5.2 All known claims made or threatened by any
person against Grantor or with respect to the Property or Improvements relating
to any loss or injury resulting from any Hazardous Substance or the violation of
any Environmental Law;

                        1.6.5.3 The existence of any Hazardous Substance on or
about all or any portion of the Property; or

                        1.6.5.4 Grantor's discovery of any occurrence or
condition on any real property adjoining or in the vicinity of the Property that
could in Grantor's judgment cause any restrictions on the ownership, occupancy,
transferability, or use of the Property under any Environmental Law.

                1.6.6   Grantor shall promptly provide to Beneficiary copies of
all reports, documents, and notices provided to or received from any agency
administering any Environmental Laws. Beneficiary shall have the right to join
and participate, in its own name if it so elects, in any legal proceeding or
action initiated with respect to the Property or Improvements in connection with
any Environmental Law and have its attorney fees in connection with such an
action paid by Grantor, if Beneficiary determines that such participation is
reasonably necessary to protect its interest in the Trust Property.

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                1.6.7   If, at any time, Beneficiary has reason to believe that
any release, discharge, or disposal of any Hazardous Substance affecting the
Property or Improvements has occurred or is threatened, or if Beneficiary has
reason to believe that a violation of an Environmental Law has occurred or may
occur with respect to the Property or Improvements, Beneficiary may require
Grantor to obtain or may itself obtain, at Grantor's expense, an environmental
assessment of such condition or threatened condition by a qualified
environmental consultant. Grantor shall promptly provide to Beneficiary a
complete copy of any environmental assessment obtained by Grantor.

                1.6.8   In the event that any investigation, site monitoring,
containment, cleanup, removal, restoration, or other remedial work of any kind
or nature (the "Remedial Work") is required under any applicable Environmental
Law, any judicial order, or by any governmental agency or person because of, or
in connection with, the current or future presence, suspected presence, release
or suspected release of a Hazardous Substance on, under, or about all or any
portion of the Property, or the contamination (whether presently existing or
occurring after the date of this Trust Deed) of the buildings, facilities, soil,
groundwater, surface water, air, or other elements on or under any other
property as a result of Hazardous Substances emanating from the Property,
Grantor shall, within 30 days after written demand by Beneficiary for Grantor's
performance under this provision (or such shorter period of time as may be
required under any applicable law, regulation, order, or agreement), commence
and thereafter diligently prosecute to completion, all such Remedial Work. All
costs and expenses of such Remedial Work shall be paid by Grantor including,
without limitation, Beneficiary's reasonable attorney fees and costs incurred in
connection with monitoring or review of the legal aspects of such Remedial Work.
In the event Grantor shall fail to timely commence, or cause to be commenced,
such Remedial Work, Beneficiary may, but shall not be required to, cause such
Remedial Work to be performed. In that event, all costs and expenses incurred in
connection with the Remedial Work shall become part of the Obligations secured
by this Trust Deed and shall bear interest until paid at the rate provided in
the Note.

                1.6.9   Grantor shall hold Beneficiary, its directors, officers,
employees, agents, successors, and assigns, harmless from, indemnify them for,
and defend them against any and all losses, damages, liens, costs, expenses, and
liabilities directly or indirectly arising out of or attributable to any
violation of any Environmental Law, any breach of Grantor's warranties in this
section, or the use, generation, manufacture, production, storage, release,
threatened release, discharge, disposal, or presence of a Hazardous Substance
on, under, or about the Property, including without limitation the costs of any
required repair, cleanup, containment, or detoxification of the Property, the
preparation and implementation of any closure, remedial or other required plans,
attorney fees and costs (including but not limited to those incurred in any
proceeding and in any review or appeal), fees, penalties, and fines.

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                1.6.10  Grantor represents and warrants to Beneficiary that:

                        1.6.10.1 Neither the Property nor Grantor is in
violation of or subject to any existing, pending, or threatened investigation by
any governmental authority under any Environmental Law.

                        1.6.10.2 Grantor has not and is not required by any
Environmental Law to obtain any permit or license other than those it has
obtained to construct or use the Improvements.

                        1.6.10.3 To the best of Grantor's knowledge, no
Hazardous Substance has ever been used, generated, manufactured, produced,
stored, released, discharged, or disposed of on, under, or about the Property in
violation of any Environmental Law.

                1.6.11  All representations, warranties, and covenants in this
section shall survive the satisfaction of the Obligations, the reconveyance of
the Trust Property, or the foreclosure of this Trust Deed by any means.

        1.7     MAINTENANCE AND IMPROVEMENTS. Grantor shall not permit all or
any part of the Improvements to be removed, demolished, or materially altered
without Beneficiary's prior written consent; provided, however, that Grantor may
remove, demolish, or materially alter such Improvements as become obsolete in
the usual conduct of Grantor's business, if the removal or material alteration
does not materially detract from the operation of the Grantor's business and if
all Improvements that are demolished or removed are promptly replaced with
Improvements of like value and quality. Grantor shall maintain every portion of
the Property and Improvements in good repair, working order, and condition,
except for reasonable wear and tear, and shall at Beneficiary's election
restore, replace, or rebuild all or any part of the Improvements now or
hereafter damaged or destroyed by any casualty (whether or not insured against
or insurable) or affected by any Condemnation (as defined in Section 2.1 below).
Grantor shall not commit, permit, or suffer any waste, strip, or deterioration
of the Trust Property.

        1.8     LIENS. Grantor shall pay when due all claims for labor,
materials, or supplies that if unpaid might become a lien on all or any portion
of the Trust Property. Grantor shall not create, or suffer, or permit to be
created, any mortgage, deed of trust, lien, security interest, charge, or
encumbrance upon the Trust Property prior to, on a parity with, or subordinate
to the lien of this Trust Deed, except as specifically provided in Exhibit "B."

        1.9     TALES AND IMPOSITIONS.

                1.9.1   Grantor shall pay or cause to be paid, when due and
before any fine, penalty, interest, or cost attaches, all taxes, assessments,
fees, levies, and all other governmental and nongovernmental charges of every
nature now or hereafter assessed or levied against any part of the Trust
Property (including, without limitation, levies or charges resulting from
Covenants), or on the lien or estate of Beneficiary or Trustee (collectively,
the "Impositions"); provided, however, that if by law any such Imposition may be
paid in


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installments, whether or not interest shall accrue on the unpaid balance,
Grantor may pay the same in installments, together with accrued interest on the
unpaid balance, as the same become due, before any fine, penalty, or coat
attaches.

                1.9.2   Grantor may, at its expense and after prior notice to
Beneficiary, contest by appropriate legal, administrative, or other proceedings
conducted in good faith and with due diligence, the amount, validity, or
application, in whole or in part, of any Imposition or lien on the Trust
Property or any claim of any laborer, materialman, supplier, or vendor or lien,
and may withhold payment of the same pending completion of such proceedings if
permitted by law, provided that (a) such proceedings shall suspend collection
from the Trust Property; (b) no part of or interest in the Trust Property will
be sold, forfeited, or lost if Grantor pays the amount or satisfies the
condition being contested, and Grantor would have the opportunity to do so in
the event of Grantor's failure to prevail in the contest; (c) neither
Beneficiary nor Trustee shall, by virtue of such permitted contest, be exposed
to any risk of liability for which Grantor has not furnished additional security
as provided in clause (d) below; and (d) Grantor shall have furnished to
Beneficiary cash, corporate surety bond, or other additional security in respect
of the claim being contested or the loss or damage that may result from
Grantor's failure to prevail in such contest in an amount sufficient to
discharge the Imposition and all interest, costs, attorney fees, and other
charges that may accrue in connection with the Imposition. Grantor shall
promptly satisfy any final judgment.

                1.9.3   Grantor shall furnish to Beneficiary, promptly upon
request, satisfactory evidence of the payment of all impositions. Beneficiary is
hereby authorized to request and receive from the responsible governmental and
nongovernmental personnel written statements with respect to the accrual and
payment of all Impositions.

        1.10    BOOKS AND RECORDS; INSPECTION OF THE PROPERTY. Grantor shall
keep complete and accurate records and books of account with respect to the
Trust Property and its operation in accordance with generally accepted
accounting principles consistently applied. Grantor shall permit Trustee,
Beneficiary, and their authorized representatives to enter and inspect the
Property and the Improvements, and to examine and make copies or extracts of the
records and books of account of the Grantor with respect to the Property and the
Improvements, all at each reasonable times as Beneficiary or Trustee may choose.

        1.11    LIMITATIONS OF USE. Grantor shall not initiate, join in, or
consent to any rezoning of the Property or any change in any Covenant or other
public or private restrictions limiting or defining the uses that may be made of
all or any part of the Property and the Improvements without the prior written
consent of Beneficiary.

        1.12    INSURANCE.

                1.12.1  PROPERTY AND OTHER INSURANCE. Grantor shall obtain and
maintain in full force and effect during the term of this Trust Deed: (a) a
conventional homeowner's policy of insurance (containing a provision for
comprehensive general liability coverage for no less than $1,000,000 combined
single limit coverage) for at least the full replacement cost of


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all Improvements, without reduction for co-insurance; (b) such other insurance
coverages, which at the time are commonly carried for similar property, in such
amounts as Beneficiary may require.

                1.12.2  INSURANCE COMPANIES AND POLICIES. All insurance shall be
written by a company or companies reasonably acceptable to Beneficiary with a
rating of A VIII or better as provided in Best's Rating Guide; shall contain a
long form mortgagee clause in favor of Beneficiary with loss proceeds under any
policy payable to Beneficiary, subject to the terms of this Trust Deed; shall
require 30 days' prior written notice to Beneficiary of cancellation or
reduction in coverage; shall contain waivers of subrogation and endorsements
that no act or negligence of Grantor or any occupant, and no occupancy or use of
the Property for purposes more hazardous than permitted by the terms of the
policy will affect the validity or enforceability of such insurance as against
Beneficiary; shall be in full force and effect on the date of this Trust Deed;
and shall be accompanied by proof of premiums paid for the current policy year.
Beneficiary shall be named as additional insured on all liability policies.
Grantor shall forward to Beneficiary, upon request, certificates evidencing the
coverages required under this Trust Deed and copies of all policies.

                1.12.3  BLANKET POLICY. If a blanket policy is issued, a
certified copy of such policy shall be furnished together with a certificate
indicating that the Trust Property and Beneficiary are insured under such policy
in the proper designated amount.

                1.12.4  INSURANCE PROCEEDS. All proceeds from any insurance on
the Trust Property shall be used in accordance with the provisions of Section
1.14.

        1.13    ASSIGNMENTS OF POLICIES UPON FORECLOSURE. In the event of
foreclosure of the lien of this Trust Deed or other transfer of title, or
assignment of the Trust Property in whole or in part, all right, title, and
interest of Grantor in and to all policies of insurance shall inure to the
benefit of and pass to the successors in interest of Grantor or the purchaser or
grantee of all or any part of the Trust Property.

        1.14    CASUALTY/LOSS RESTORATION.

                1.14.1  After the occurrence of any casualty to the Property,
whether or not required to be insured against as provided in this Treat Deed,
Grantor shall give prompt written notice of the casualty to Beneficiary,
specifically describing the nature and cause of such casualty and the extent of
the damage or destruction to the Trust Property. Beneficiary may make proof of
loss if it is not made promptly and to Beneficiary's satisfaction by Grantor.

                1.14.2  Subject to the rights of any superior mortgagee or trust
deed, Grantor assigns to Beneficiary all insurance proceeds that Grantor may be
entitled to receive with respect to any casualty. Beneficiary may, at its sole
option, apply the insurance proceeds to the reduction of the Obligations in such
order as Beneficiary may determine, whether or not such obligations are then
due, or apply all or any portion of the insurance proceeds to the cost of
restoring and rebuilding the portion of the Trust Property that was damaged or
destroyed. In the event that Beneficiary elects to apply the insurance proceeds
to rebuilding and


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restoration, Beneficiary shall be entitled to hold the proceeds, and the
proceeds shall be released only on such terms and conditions as Beneficiary
shall require in its sole discretion, including but not limited to prior
approval of plans and release of liens. No proceeds shall be released if Grantor
is in default under this Trust Deed.

        1.15    ACTIONS TO PROTECT TRUST PROPERTY; RESERVES.

                1.15.1  If Grantor shall fail to obtain the insurance required,
make; the payments required by Section 1.9 (other than payments that Grantor is
contesting in accordance with Section 1.9(2)), or perform or observe any of its
other covenants or agreements under this Trust Deed, Beneficiary may, without
obligation to do so, obtain or pay the same or take other action that it deems
appropriate to remedy such failure. All sums, including reasonable attorney
fees, so expended or expended to maintain the lien or estate of this Trust Deed
or its priority, or to protect or enforce any of Beneficiary's rights, or to
recover any indebtedness secured by this Trust Deed, shall be a lien on the
Trust Property, shall be secured by this Trust Deed, and shall be paid by
Grantor upon demand, together with interest at the rate provided in the Note. No
payment or other action by Beneficiary under this section shall impair any other
right or remedy available to Beneficiary or constitute a waiver of any default.

                1.15.2  If Grantor fails to promptly perform any of its
obligations under Section 1.9 or 1.12 of this Trust Deed, Beneficiary may
require Grantor thereafter to pay and maintain with Beneficiary reserves for
payment of such obligations. In that event, Grantor shell pay to Beneficiary
each month a sum estimated by Beneficiary to be sufficient to produce, at least
20 days before due, an amount equal to the Impositions and/or insurance
premiums. If the sums so paid are insufficient to satisfy any Imposition or
insurance premium when due, Grantor shall pay any deficiency to Beneficiary upon
demand. The reserves may be commingled with Beneficiary's other funds, and
Beneficiary shall not be required to pay interest to Grantor on such reserves.
Beneficiary shall not hold the reserve in trust for Grantor, and Beneficiary
shall not be the agent of Grantor for payment of the taxes and assessments
required to be paid by Grantor.

        1.16    INTENTIONALLY OMITTED.

        1.17    INTENTIONALLY OMITTED.

                                    ARTICLE 2
                                  CONDEMNATION

        2.1     CONDEMNATION.

                2.1.1   Should any part of or interest in the Trust Property be
taken or damaged by reason of any public improvement, eminent domain,
condemnation proceeding, or in any similar manner (a "Condemnation"), or should
Grantor receive any notice or other information regarding such action, Grantor
shall give immediate notice of such action to Beneficiary.

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                2.1.2   Subject to the rights of any superior mortgagee or trust
deed beneficiary as provided below, Beneficiary shall be entitled to all
compensation, awards, and other payments or relief ("Condemnation Proceeds") up
to the full amount of the Obligations, and shall be entitled, at its option, to
commence, appear in, and prosecute any Condemnation proceeding in its own or
Grantor's name and make any compromise or settlement in connection with such
Condemnation. In the event the Trust property is taken in its entirety by
condemnation, all Obligations secured by this Trust Deed, at Beneficiary's
election, shall become immediately due and collectible.

                2.1.3   Beneficiary may, at its sole option, apply the
Condemnation Proceeds to the reduction of the Obligations in such order as
Beneficiary may determine, or apply all or any portion of the Condemnation
Proceeds to the cost of restoring and improving the remaining Trust Property. In
the event that Beneficiary elects to apply the Condemnation Proceeds to
restoration and improvement, the proceeds shall be held by Beneficiary and shall
be released only upon such terms and conditions as Beneficiary shall require in
its sole discretion, including but not limited to prior approval of plans and
release of liens. No Condemnation Proceeds shall be released if Grantor is in
default under this Trust Deed.

                                   ARTICLE 3
                ASSIGNMENT OF LEASES, RENTS, ISSUES, AND PROFITS

        3.1     ASSIGNMENT. Grantor assigns and transfers to Beneficiary (1) all
leases, subleases, licenses, rental contracts, and other agreements, whether now
existing or hereafter arising, and relating to the occupancy or use of all or
any portion of the Trust Property, including all modifications, extensions, and
renewals thereof (the "Leases"), and (2) all rents, revenues, issues, profits,
income, proceeds, and benefits derived from the Trust Property and the lease,
rental, or license of all or any portion thereof, including but not limited to
lease and security deposits (collectively, the "Rents"). This assignment is
intended by Grantor and Beneficiary to create a present and unconditional
assignment to Beneficiary, subject only to the license sot forth in Section 3.4
below.

        3.2     RIGHTS OF BENEFICIARY. Subject to the provisions of Section 3.4
below giving Grantor a revocable, limited license, Beneficiary shall have the
right, power, and authority to:

                3.2.1   Notify any and all tenants, renters, licensees, and
other obligors under any of the Leases that the same have been assigned to
Beneficiary and that all Rents are to be paid directly to Beneficiary, whether
or not Beneficiary shall have foreclosed or commenced foreclosure proceedings
against the Trust Property, and whether or not Beneficiary has taken possession
of the Trust Property;

                3.2.2   Discount, settle, compromise, release, or extend the
time for payment of, any amounts owing under any of the Leases and any Rents, in
whole or in part, on terms acceptable to Beneficiary;

                                       11
<PAGE>   12
                3.2.3   Collect and enforce payment of Rents and all provisions
of the Leases, and to prosecute any action or proceeding, in the name of Grantor
or Beneficiary, with respect to any and all Lenses and Rents; and

                3.2.4   Exercise any and all other rights and remedies of the
lessor in connection with any of the Leases and Rents.

        3.3     APPLICATION OF RECEIPTS. Beneficiary shall have the right,
power, and authority to use and apply any Rents received under this Trust Deed
(1) for the payment of any and all costs and expenses incurred in connection
with enforcing or defending the terms of this assignment or the rights of
Beneficiary, and in collecting any Rents; and (2) for the operation and
maintenance of the Trust Property and the payment of all costs and expenses in
connection therewith, including but not limited to the payment of utilities,
taxes, assessments, governmental charges, and insurance. After the payment of
all such costs and expenses, and after Beneficiary shall have set up such
reserves as it shall deem necessary in its sole discretion for the proper
management of the Trust Property, Beneficiary shall apply all remaining Rents
collected and received by it to the reduction of the Obligations in such order
as Beneficiary shall determine. The exercise or failure by Beneficiary to
exercise any of the rights or powers granted in this assignment shall not
constitute a waiver of default by Grantor under this Trust Deed, the Note, the
Guaranty, or any of the other Loan Documents.

        3.4     LICENSE. Beneficiary hereby grants to Grantor a revocable
license to collect and receive the Rents. Such license may be revoked by
Beneficiary, without notice to Grantor, upon the occurrence of any event of
default under this Trust Deed, including any default by Grantor of its covenants
in this Article 3. Unless and until such license is revoked, Grantor agrees to
apply the proceeds of Rents to the payment of the Obligations and to the payment
of taxes, assessments, governmental charges, insurance premiums, and other
obligations in connection with the Trust Property, and to the maintenance of the
Trust Property, before using such proceeds for any other purpose. Grantor agrees
to (1) observe and perform every obligation of Grantor under the Leases; (2)
enforce or secure at its expense the performance of every obligation to be
performed by any lessee or other party under the Leases; (3) promptly give
notice to Beneficiary of any default by any such lessee or other party under any
of the Leases, and promptly provide Beneficiary a copy of any notice of default
given to any such lessee or other party; (4) not collect any Rents more than 30
days in advance of the time when the same shall become due, or anticipate any
other payments under the Leases, except for bona fide security deposits not in
excess of an amount equal to two months' rent; (5) not further assign or
hypothecate any of the Leases or Rents; (6) except with Beneficiary's prior
written consent, not waive, release, or in any other manner discharge any lessee
or other party from any of its obligations under any of the Leases; (7) except
with Beneficiary's prior written consent, not modify or amend any of the Leases;
(8) except with Beneficiary's prior written consent, not cancel, terminate, or
accept surrender of any of the Leases unless Grantor shall have entered into a
Lease for the space to be vacated on terms at least as favorable to Grantor,
commencing within 30 days after such cancellation, termination, or surrender;
(9) obtain Beneficiary's prior written approval as to the form and content of
all future leases and any modifications of any present or future leases; (10)
deliver copies of all present and future


                                       12
<PAGE>   13
leases to Beneficiary promptly; and (11) appear in and defend, at Grantor's sole
cost and expense, any action or proceeding arising out of or in connection with
the Leases or the Rents.

        3.5     LIMITATION OF BENEFICIARY'S OBLIGATIONS. Notwithstanding the
assignment provided for in this Article 3, Beneficiary shall not be obligated to
perform or discharge, and Beneficiary does not undertake to perform or
discharge, any obligation or liability with respect to the Leases or the Rents.
This assignment shall not operate to place responsibility for the control, care,
maintenance, or repair of the Trust Property upon Beneficiary, or to make
Beneficiary responsible for any condition of the Property. Beneficiary shall be
accountable to Grantor only for the sums actually collected and received by
Beneficiary pursuant to this assignment. Grantor shall hold Beneficiary fully
harmless from, indemnify Beneficiary for, and defend Beneficiary against any and
all claims, demands, liabilities, losses, damages, and expenses, including
attorney fees, arising out of any of the Leases, with respect to any of the
Rents, or in connection with any claim that may be asserted against Beneficiary
on account of this assignment or any obligation or undertaking alleged to arise
therefrom.

        3.6     TERMINATION. The assignment provided for in this Article 3 shall
continue in full force and effect until all the Obligations have been fully paid
and satisfied. At such time, this assignment and the authority and powers herein
granted by Grantor to Beneficiary shall cease and terminate.

        3.7     ATTORNEY-IN-FACT. Grantor irrevocably constitutes and appoints
Beneficiary, and each of its officers, as its true and lawfully
attorney-in-fact, with power of substitution, to undertake and execute any and
all of the rights, powers, and authorities described in this Article 3 with the
same force and effect as if undertaken or performed by Grantor, and Grantor
ratifies and confirms any and all such actions that may be taken or omitted to
be taken by Beneficiary, its employees, agents, and attorneys.

                                   ARTICLE 4

                           EVENTS OF DEFAULT; REMEDIES

        4.1     EVENTS OF DEFAULT. Each of the following shall constitute an
event of default under this Trust Deed and under each of the other Loan
Documents:

                4.1.1   NONPAYMENT. Failure of Grantor to pay any of the
Obligations before the due date.

                4.1.2   BREACH OF OTHER COVENANTS. Failure of Grantor to perform
or abide by any other covenant included in the Obligations, including without
limitation those covenants in the Guaranty, in this Trust Deed, or in any other
Loan Document.

                4.1.3   MISINFORMATION. Falsity when made in any material
respect of any representation, warranty, or information furnished by Grantor or
its agents to Beneficiary in or in connection with any of the Obligations.

                                       13
<PAGE>   14
                4.1.4   OTHER DEFAULT; NOTE. The occurrence of any other event
of default under the Guaranty or any of the other Obligations or a default by
Debtor of any of its obligations to Beneficiary, including without limitation a
default under the Note.

                4.1.5   OTHER INDEBTEDNESS, SECONDARY FINANCING. Grantor's
default beyond the applicable grace periods in the payment of any other
indebtedness owed by Grantor to any person, if such indebtedness is secured by
all or any portion of the Trust Property.

                4.1.6   BANKRUPTCY. The occurrence of any of the following with
respect to Grantor, any guarantor of the Obligations, or the then-owner of the
Trust Property: (a) appointment of a receiver, liquidator, or trustee for any
such party or any of its properties; (b) adjudication as a bankrupt or
insolvent; (c) filing of any petition by or against any such party under any
state or federal bankruptcy, reorganization, moratorium or insolvency law; (d)
institution of any proceeding for dissolution or liquidation; (e) inability to
pay debts when due; (f) any general assignment for the benefit of creditors; or
(g) abandonment of the Trust Property.

                4.1.7   TRANSFER; DUE-ON-SALE; DATE-ON-ENCUMBRANCE. Any sale,
gift, conveyance, contract for conveyance, transfer, assignment, encumbrance,
pledges, or grant of a security interest in all or any part of the Trust
Property, or any interest therein, either voluntarily, involuntarily, or by the
operation of law (a "Transfer"), without Beneficiary's prior written consent,
shall constitute an event of default. For the purpose of clarification, and
without limiting the generality of the foregoing, the occurrence at any time of
any sale, conveyance, assignment, or other transfer of, or the grant of a pledge
of or security interest in, any shares of the capital stock of Grantor shall be
deemed to be a Transfer in violation of this paragraph. The provisions of this
subsection shall apply to each and every Transfer, regardless of whether or not
Beneficiary has consented or waived its rights in connection with any previous
Transfer. Beneficiary may attach such conditions to its consent as Beneficiary
may determine in its sole discretion, including without limitation an increase
in the interest rate or the payment of transfer or assumption fees, and the
payment of administrative and legal fees and costs incurred by Beneficiary.

                        4.1.7.1 LIENS; TAXES. There is placed upon the Property
any lien not disclosed on Exhibit B (other than the lien of this Trust Deed);
Grantor fails to pay when due any tax or Imposition of any kind due upon the
Property.

        4.2     REMEDIES IN CASE OF DEFAULT. If an Event of Default shall occur,
Beneficiary or Trustee may exercise any one or more of the following rights and
remedies, in addition to any other remedies that may be available by law, in
equity, or otherwise:

                4.2.1   ACCELERATION. Beneficiary may declare all or any portion
of the Obligations immediately due and payable.

                4.2.2   RECEIVER. Beneficiary may have a receiver appointed for
the Trust Property. Beneficiary shall he entitled to the appointment of a
receiver as a matter of right whether or not the apparent value of the Trust
Property exceeds the amount of the indebtedness


                                       14
<PAGE>   15
secured by this Trust Deed. Employment by Trustee or Beneficiary shall not
disqualify a person from serving as receiver. Grantor consents to the
appointment of a receiver at Beneficiary's option and waives any and all
defenses to such an appointment.

                4.2.3   POSSESSION. Beneficiary may, either through a receiver
or as lender-in-possession, enter and take possession of all or any part of the
Trust Property and use, operate, manage, and control it as Beneficiary shall
deem appropriate in its sole discretion. Upon request after an Event of Default,
Grantor shall peacefully relinquish possession and control of the Trust Property
to Beneficiary or any receiver appointed under this Trust Deed.

                4.2.4   RENTS. Beneficiary may revoke Grantor's right to collect
the Rents, and may, either itself or through a receiver, collect the same.
Beneficiary shall not be deemed to be in possession of the Property solely by
reason of exercise of the rights contained in this subsection 4.2.4. It Rents
are collected by Beneficiary tinder this subsection 4.2.4, Grantor hereby
irrevocably appoints Beneficiary as Grantor's attorney-in-fact, with power of
substitution, to endorse instruments received in payment thereof in the name of
Grantor and to negotiate such instruments and collect their proceeds. After
payment of all Obligations, any remaining amounts shall be paid to Grantor and
this power shall terminate.

                4.2.5   POWER OF SALE. Beneficiary may direct Trustee, and
Trustee shall be empowered, to foreclose the Property by advertisement and sale
under applicable law.

                4.2.6   FORECLOSURE. Beneficiary may judicially foreclose this
Trust Deed and obtain a judgment foreclosing Grantor's interest in all or any
part of the Property and giving Beneficiary the right to collect any deficiency
remaining due after disposition of the Trust Property.

                4.2.7   ABANDONMENT. Beneficiary may abandon all or any portion
of the Trust Property by written notice to Grantor.

        4.3     SALE. In any sale under this Trust Deed or pursuant to any
judgment, the Trust Property, to the extent permitted by law, may be sold as an
entirety or in one or more parcels and in such order as Beneficiary may elect,
without regard to the right of Grantor, any person claiming under Grantor, or
any guarantor or surety to the marshaling of assets. The purchaser at any such
sale shall take title to the Trust Property or the part thereof so sold, free
and clear of the estate of Grantor, the purchaser being hereby discharged from
all liability to see to the application of the purchase money. Any person,
including Beneficiary, its officers, agents, and employees, may purchase at any
such sale. Beneficiary and each of its officers are irrevocably appointed
Grantor's attorney-in-fact, with power of substitution, to make all appropriate
transfers and deliveries of the Trust Property or any portions thereof so sold
and, for that purpose, Beneficiary and its officers may execute all appropriate
instruments of transfer. Nevertheless, Grantor shall ratify and confirm, or
cause to be ratified and confirmed, any such sale or sales by executing and
delivering, or by causing to be executed and delivered, to Beneficiary or to
such purchaser or purchasers all such instruments as may be advisable, in the
judgment of Beneficiary, for such purpose.

                                       15
<PAGE>   16
        4.4     CUMULATIVE REMEDIES. All remedies under this Trust Dead are
cumulative and not exclusive. Any election to pursue one remedy shall not
preclude the exercise of any other remedy. An election by Beneficiary to cure
shall not constitute a waiver of the default or of any of the remedies provided
in this Trust Deed. No delay or omission in exercising any right or remedy shall
impair the full exercise of that or any other right or remedy or constitute a
waiver of the default.

        4.5     RECEIVER OR TRUSTEE-IN-POSSESSION. Upon taking possession of all
or any part of the Trust Property, Trustee, Beneficiary, or a receiver may:

                4.5.1   MANAGEMENT. Use, operate, manage, control, and conduct
business with the Trust Property and make expenditures for such purposes and for
such maintenance and improvements as are deemed reasonably necessary.

                4.5.2   RENTS AND REVENUES. Collect all rents, revenues, income,
issues, and profits from the Trust Property and apply such sums to the
reasonable expenses of use, operation, management, maintenance, and
improvements.

                4.5.3   CONSTRUCTION. At its option, complete any construction
in progress on the Property, and in that connection pay bills, borrow funds,
employ contractors, and make any changes in plans and specifications as it deems
appropriate.

                4.5.4   ADDITIONAL INDEBTEDNESS. If the revenues produced by the
Trust Property are insufficient to pay expenses, Beneficiary, Trustee, or the
receiver may borrow or advance such sums upon such terms as it deems reasonably
necessary for the purposes stated in this section. All advances shall bear
interest, unless otherwise provided, at the rate set forth in the Note, and
repayment of such sums shall be secured by this Trust Deed.

        4.6     APPLICATION OF PROCEEDS. All proceeds realized from the exercise
of the rights and remedies under this section shall be applied as follows:

                4.6.1   COSTS AND EXPENSES. To pay all costs of exercising such
rights and remedies, including the costs of maintaining and preserving the Trust
Property, the costs and expenses of any receiver or lender-in-possession, the
costs of any sale, and the costs and expenses provided for below.

                4.6.2   INDEBTEDNESS. To pay all Obligations, in such order as
Beneficiary shall determine in its sole discretion.

                4.6.3   SURPLUS. The surplus, if any, remaining after
satisfaction of all the Obligations shall be paid to the clerk of the court in
the case of a judicial foreclosure proceeding, otherwise to the person or
persons legally entitled to the surplus.

        4.7     DEFICIENCY. No sale or other disposition of all or any part of
the Trust Property pursuant to this section shall be deemed to relieve Grantor
of any of the Obligations, except to the extent that the proceeds are applied to
the payment of such Obligations. If the proceeds of


                                       16
<PAGE>   17
a sale, a collection, or other realization of or upon the Trust Property are
insufficient to cover the costs and expenses of such realization and the payment
in full of the Obligations, Grantor shall remain liable for any deficiency to
the fullest extent permitted by law.

        4.8     WAIVER OF STAY, EXTENSION, MORATORIUM, AND VALUATION LAWS. To
the fullest extent permitted by law, Grantor waives the benefit of any existing
or future stay, extension, or moratorium law that may affect observance or
performance of the provisions of this Trust Deed and any existing or future law
providing for the valuation or appraisal of the Trust Property prior to any
sale.

                                   ARTICLE 5

                               GENERAL PROVISIONS

        5.1     TIME IS OF THE ESSENCE. Time is of the essence with respect to
all covenants and obligations of Grantor under this Trust Deed.

        5.2     RECONVEYANCE BY TRUSTEE. At any time upon the request of
Beneficiary, payment of Trustee's fees, if any, and presentation of this Trust
Deed, without affecting liability of any persons for the payment of the
Obligations, Trustee may reconvey, without warranty, all or any part of the
Trust Property. The grantee in any reconveyance may be described as the "person
or persons legally entitled thereto," and the recitals therein of any facts
shall be conclusive proof of the truthfulness thereof.

        5.3     NOTICE. Except as otherwise provided in this Trust Deed, all
notices pertaining to this Trust Deed shall be in writing and may be delivered
by hand, or mailed by first class, registered, or certified mail, return-receipt
requested, postage prepaid, and addressed to the appropriate party at its
address set forth at the outset of this Trust Deed. Any party may change its
address for such notices from time to time by notice to the other parties.
Notices given by mail in accordance with this paragraph shall be deemed to have
been given upon the date of mailing; notices given by hand shall be deemed to
have been given when actually received.

        5.4     SUBSTITUTE TRUSTEE. In the event of dissolution or resignation
of Trustee, Beneficiary may substitute one or more trustees to execute the trust
hereby created, and the new trustee(s) shall succeed to all the powers and
duties of the prior trustee(s).

        5.5     TRUST DEED BINDING ON SUCCESSORS AND ASSIGNS. This Trust Deed
shall be binding upon and inure to the benefit of the successors arid assigns of
Grantor, Trustee, and Beneficiary. If the Trust Property or any portion thereof
shall at any time be vested in any person other than Grantor, Beneficiary shall
have the right to deal with such successor regarding this Trust Deed, the Trust
Properly, and the Obligations in such manner as Beneficiary deems appropriate in
its sole discretion, without notice to or approval by Grantor and without
impairing Grantor's liability for the Obligations.

        5.6     INDEMNITY. Grantor shall hold Beneficiary and Trustee and their
respective directors, officers, employees, agents, and attorneys, harmless from
and indemnify them for


                                       17
<PAGE>   18
any and all claims, demands, damages, liabilities, and expenses, including but
not limited to attorney fees and court costs, arising out of or in connection
with Trustee's or Beneficiary's interest under this Trust Deed, except Grantor
shall not be liable for acts performed by Beneficiary or Trustee in violation of
applicable law.

        5.7     EXPENSES AND ATTORNEY FEES. If Beneficiary refers any of the
Obligations to an attorney for collection or seeks legal advice following a
default; if Beneficiary is the prevailing party in any litigation instituted in
connection with any of the Obligations; or if Beneficiary or any other person
initiates any judicial or nonjudicial action, suit, or proceeding in connection
with any of the Obligations or the Trust Property (including but not limited so
proceedings under federal bankruptcy law, eminent domain, under probate
proceedings, or in connection with any state or federal tax lien), and an
attorney is employed by Beneficiary to (1) appear in any such action, suit, or
proceeding, or (2) reclaim, seek relief from a judicial or statutory stay,
sequester, protect, preserve, or enforce Beneficiary's interests, then in any
such event Grantor shall pay reasonable attorney fees, costs, and expenses
incurred by Beneficiary or its attorney in connection with the above-mentioned
events or any appeals related to such events, including but not limited to costs
incurred in searching records, the cost of title reports, and the cost of
surveyors' reports. Such amounts shall be secured by this Trust Deed and, if not
paid upon demand, shall bear interest at the rate specified in the Note.

        5.8     APPLICABLE LAW. The Trust Deed and the validity, interpretation,
performance, and enforcement of the Trust Deed shall be governed by the laws of
the state of Oregon.

        5.9     CAPTIONS. The captions to the sections and paragraphs of this
Trust Deed are included only for the convenience of the parties and shall not
have the effect of defining, diminishing, or enlarging the rights of the parties
or affecting the construction or interpretation of any portion of this Trust
Deed.

        5.10    INTENTIONALLY OMITTED.

        5.11    PERSON DEFINED. As used in this Trust Deed, the word person
shall mean any natural person, partnership, trust, corporation, or other legal
entity, of any nature.

        5.12    SEVERABILITY. If any provision of this Trust Deed shall be held
to be invalid, illegal, or unenforceable, such invalidity, illegality, or
unenforceability shall not affect any other provisions of this Trust Deed, and
such other provisions shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in the Trust Deed.

        5.13    ENTIRE AGREEMENT. This Trust Deed contains the entire agreement
of the parties with respect to the Trust Property. No prior agreement,
statement, or promise made by any party to this Trust Deed that is not contained
herein shall be binding or valid.

        5.14    INTENTIONALLY OMITTED.

        5.15    INTENTIONALLY OMITTED.

                                       18
<PAGE>   19
        5.16    ORS 93.040 WARNING. THIS INSTRUMENT WILL NOT ALLOW USE OF THE
PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS
AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR
COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS
ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930.

                                     GRANTOR

                                     /s/ RICHARD G. SASS
                                     -------------------------------------------
                                     RICHARD G. SASS


                                     /s/ JENNIFER B. SASS
                                     -------------------------------------------
                                     JENNIFER B. SASS


STATE OF OREGON       )
                      ) ss.
County of Multnomah   )

        On this 17 day of April, 2000, before me personally appeared Richard G.
Sass, who being duly sworn, acknowledged the foregoing instrument to be his
voluntary act and deed.

                                     /s/ JANE. K. CONNER
                                     -------------------------------------------
                                     Notary Public for Oregon
                                     My commission expires:      1-20-01


STATE OF OREGON       )
                      ) ss.
County of Multnomah   )

        On this 17 day of April, 2000, before me personally appeared Jennifer B.
Sass, who being duly sworn, acknowledged the foregoing instrument to be her
voluntary act and deed.

                                     /s/ JANE K. CONNER
                                     -------------------------------------------
                                     Notary Public for Oregon
                                     My commission expires:      1-20-01



                                       19
<PAGE>   20
                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

A portion of Lot 9, Corrected Plat of PALATINE HILL, and a triangular strip of
land lying between the East line of said Lot 9, the Easterly extension of the
South line of said Lot 9, and the Westerly line of SW Palatine Hill Road, in the
County of Multnomah and State of Oregon, described as follows:

Beginning in the Northeast corner of said Lot 9; thence South 13 degrees21' East
along the Easterly line of said Lot 9, a distance of 298.82 feet; thence South
55 degrees17' East along the Westerly line of SW Palatine Hill Road, 89.72 feet
to the Southerly line of said Plat; thence South 81 degrees30' West along said
South line, a distance of 317.75 feet; thence North 43 degrees01'30" West 111.06
feet; thence North 41 degrees04'10" East 142.46 feet; thence North 3
degrees27'30" West 56.98 feet; thence North 18 degrees53' West 150.62 feet to a
point on the North line of said Lot 9; thence North 89 degrees45' East along the
North line of said Lot 9, a distance of 205.94 feet to the point of beginning.


                                       20
<PAGE>   21
                                   EXHIBIT "B"

                                TITLE EXCEPTIONS

1.      Easement created by instrument recorded August 25, 1916 in Book 711,
        Page 267 of the real property records of Multnomah County, Oregon.

2.      Covenant, Conditions and Restrictions created by instrument recorded
        December 29, 1922 in Book 910, Page 207 of the real property records of
        Multnomah County, Oregon.

                                       21