SCHEDULE OF OMITTED
      AMENDED AND RESTATED COMBINATION DEED OF TRUST, ASSIGNMENT OF RENTS,
                    SECURITY AGREEMENT AND FIXTURE FINANCING
                                   STATEMENTS


The  Company  has  also  entered  into  four  additional  Amended  and  Restated
Combination Deed of Trust,  Assignment of Rents,  Security Agreement and Fixture
Financing Statements which are substantially  identical to the following Amended
and Restated Combination Deed of Trust,  Assignment of Rents, Security Agreement
and  Fixture  Financing  Statement  in all  material  respects  except as to the
trustor,  property and  indebtedness.  Listed below are the material  details in
which such documents differ from the document filed as part of this exhibit.


        Trustor                          Property                   Indebtedness
---------------------------- ---------------------------------------------------

Fiesta SPE, L.L.C.           Fiesta Village Manufactured Home      $1,550,000.00
                             Community

Fiesta/Encanta MHP, L.L.C.   Land                                  $  375,000.00

Southern Palms MHP, L.L.C.   Southern Palms Manufactured Home      $1,125,000.00
                             Community

Fiesta/Encanta MHP, L.L.C.   Casa Encanta Manufactured Home        $3,900,000.00
                             Community

<PAGE>

WHEN RECORDED, RETURN TO:
James B. Connor
Gallagher & Kennedy, P.A.
2600 North Central Avenue
Phoenix, Arizona 85004-3020


                              AMENDED AND RESTATED
                 COMBINATION DEED OF TRUST, ASSIGNMENT OF RENTS,
               SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT


         THIS  INSTRUMENT  made to be  effective  as of the 18th day of  August,
1998,  between CASA ENCANTA  COMMERCIAL,  L.L.C.,  an Arizona limited  liability
company (hereinafter referred to as "Trustor"), whose address is 4614 S. Kachina
Drive,  Tempe,  Arizona  85282,  LAWYERS  TITLE OF  ARIZONA,  INC.,  an  Arizona
corporation  (hereinafter referred to as "Trustee"),  whose address is 2425 East
Camelback Road, Suite 700, Phoenix,  Arizona 85016, and COMMERCIAL ASSETS, INC.,
a Maryland corporation (hereinafter referred to as "Beneficiary"), whose address
is 3410 South Galena Street, Denver, Colorado 80231, Attention: Terry Considine.

         WHEREAS,  Trustor is the owner of certain real property  located in the
County of Maricopa,  State of Arizona,  legally  described on Exhibit A attached
hereto and hereby made a part hereof  (hereinafter  referred to as  "Premises"),
which Premises are subject to certain Permitted Encumbrances approved in writing
by  Beneficiary  (hereinafter  referred  to  as  "Permitted  Encumbrances")  and
attached hereto as Exhibit B; and

         WHEREAS,  there have been  constructed  upon, under and on the Premises
certain buildings, structures and other improvements (hereinafter referred to as
"Improvements"), which are owned by Trustor; and

         WHEREAS,  Trustor is justly  indebted to  Beneficiary  in the principal
amount  of  ONE  MILLION  THREE  HUNDRED  FIFTY   THOUSAND  AND  NO/100  Dollars
($1,350,000.00), as evidenced by one (1) Amended and Restated Promissory Note in
the  amount  of  $1,350,000.00,  made  by  Trustor,  payable  to  the  order  of
Beneficiary, and dated of even date herewith (hereinafter referred to as"Note");

         WHEREAS,  said principal amount,  together with interest thereon at the
rate of fifteen  percent  (15.0%) per annum,  is payable in accordance  with the
terms of said Note,  with the entire  unpaid  principal  balance and any unpaid,
accrued  interest  thereon  maturing and being due and payable in full not later
than September 30, 2007; and

         WHEREAS,  there are now, or may in the future be, located on, within or

<PAGE>

about the  Premises  and  Improvements  certain  items of  furniture,  fixtures,
equipment,  furnishings,  machinery and personal property, owned by Trustor, and
now or hereafter attached or affixed to or installed or located within, and used
or usable in connection  with the maintenance and operation of, the Premises and
the Improvements, whether attached or detached, including but not limited to any
and all such  furniture;  appliances;  carpeting;  floor  coverings;  draperies;
furnishings;  fences; partitions;  dynamos; doors; windows;  millwork;  overhead
doors;  screens;  storm windows and doors;  locks;  hardware;  shades;  awnings;
motors; engines; boilers; tanks; water heaters; pumps; furnaces; heat registers;
radiators;  thermostats;   plumbing;  sinks;  water  closets;  basins;  faucets;
elevators;  conveyors;  switchboards;   cleaning,  call,  vacuum  and  sprinkler
systems;  fire  extinguishing  apparatus and equipment;  water tanks;  lighting,
heating,  ventilating,  air  conditioning  and air cooling units and  equipment;
incinerating, communicating and refrigerating equipment; water, gas and electric
supply  fixtures,   machinery,   ducts,  piping,  wiring,   conduits,   outlets,
appurtenances  and  equipment;  burglar alarm and security  systems;  electronic
intercommunication  system;  maintenance  and cleaning  equipment  and supplies;
parking lot lighting;  and trees, bushes and shrubs,  whether or not permanently
affixed  to the  real  estate,  together  with  all  appurtenances,  extensions,
additions,  improvements,   betterments,  renewals,  accessions,   replacements,
proceeds,   products  and  substitutions  thereto,  therefor  and  thereof,  but
expressly  excluding  all  equipment,  trade  fixtures,  inventory  and personal
property owned by any tenant and used in operating the business being  conducted
in the  Improvements by a tenant,  as opposed to being owned by Trustor and used
in the  maintenance and operation of the Premises and  Improvements  themselves,
and all water, water rights,  shares of stock evidencing water rights, claims to
water, and agreements relating to the supply of water, whether real or personal,
now or  hereafter  (i)  appurtenant  thereto,  (ii)  made or used in  connection
therewith,  or (iii) arising from the ownership thereof, and all the reversions,
remainders,   rents,  issues  and  profits  thereof;  (hereinafter  collectively
referred to as "Property").

         WHEREAS,  affiliates  of Trustor,  as  contemplated  under Section 1.4,
below, may also become indebted to Beneficiary, and to secure such indebtedness,
such affiliates shall grant to Beneficiary liens and security  interests in real
and  personal  property  collateral  and  the  Trustor  intends  that  all  such
collateral and  Beneficiary's  security  interests therein shall secure also the
Note and other obligations of Trustor owed to Beneficiary;

         NOW,  THEREFORE,  in consideration of One Dollar ($1.00) and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged;  in consideration of the loan evidenced by the Note; and to secure
the payment of  principal,  interest,  late  payment  charges  and  reinvestment
charges  evidenced  or  provided  for by the Note,  the  payment  by  Trustor to
Beneficiary as herein  provided of all sums advanced by Beneficiary  pursuant to
any term hereof,  with interest  thereon,  and the performance and observance of
all of the covenants and agreements  herein contained and contained in the Other
Loan Documents  (defined below),  the Note, all of the terms of which are hereby
incorporated  herein and made a part hereof by  reference  as if fully set forth
herein,  and this Deed of Trust,  TRUSTOR  DOES  HEREBY  GRANT,  BARGAIN,  SELL,
CONVEY, WARRANT, ASSIGN, PLEDGE AND CONFIRM UNTO BENEFICIARY, ITS SUCCESSORS AND
ASSIGNS,  FOREVER, WITH POWER OF SALE AND RIGHT ON ENTRY AND POSSESSION,  all of


                                       2
<PAGE>

Trustor's  right,  title and  interest  in and to the  Premises,  including  all
rights,  easements,  privileges  and  appurtenances  thereunto  belonging  or in
anywise  appertaining,  the  Improvements,  the Property and all rents,  issues,
income and profits  therefrom,  including but not limited to Trustor's  interest
in, to and under any leases  thereof  and all right to collect any and all rents
from tenants of the Premises and Improvements;  and all other rights,  interests
and property  herein  assigned by Trustor to  Beneficiary or in which a security
interest  is herein  granted by Trustor to  Beneficiary  (all of which  property
shall be hereinafter collectively referred to as the "Trust Property").  To have
and to hold the Trust Property, together with all privileges,  hereditaments and
appurtenances  thereunto now or hereafter belonging, or in anywise appertaining,
and the proceeds and products of all  Improvements  and Property,  unto Trustee,
its successors and assigns, forever in trust for the benefit of Beneficiary, its
successors and assigns, forever; provided, nevertheless, that these presents are
upon the express  condition  that,  if Trustor  shall pay or cause to be paid in
full the Note, the provisions hereof, including,  without limitation,  those set
forth in Article VI, below,  and if Trustor shall  strictly  observe and perform
all of the terms,  covenants and  conditions  herein and therein set forth,  and
upon  the  payment  to  Trustee  of  all  fees,  costs,  charges,  expenses  and
liabilities incurred by Trustee, then this Combination Deed of Trust, Assignment
of Rents,  Security  Agreement  and  Fixture  Financing  Statement  (hereinafter
referred to as "Deed of Trust"),  and the estate,  right and interest of Trustee
and Beneficiary in and to the Trust Property created hereby,  shall cease and be
and become void and of no force and effect and shall be  satisfied  and released
at Trustor's expense, otherwise to remain in full force and effect.

                Trustor and Beneficiary further agree as follows:

                                    ARTICLE I
                        GENERAL COVENANTS AND WARRANTIES

Section I.1. Payment of Indebtedness.  Trustor shall duly,  punctually and fully
pay each and every  installment  of  principal  and interest on the Note and all
other  indebtedness  secured hereby,  as and when the same shall become due, and
shall  duly,  punctually  and fully do and  perform all things on its part to be
done or performed  under the Note,  under this Deed of Trust and under any other
instrument  or agreement  which refers to or secures the Note and  including any
monetary or other  obligation (and any  instrument,  agreement or document which
creates,  evidences or secures such obligation) owed by any affiliate of Trustor
(as contemplated by Section 1.4, below) to Beneficiary  (hereinafter referred to
as the "Other Loan Documents"). Time is of the essence hereof.

Section I.2.  Representations and Warranties. Trustor represents and warrants to
Beneficiary, as follows:

(a)      Trustor is a limited liability company duly organized, validly existing
         and in good  standing  under  the  laws of the  State of  Arizona,  the
         current member in which is The Norman Andrus  Irrevocable  Trust, u/a/d
         7/29/97  (hereinafter  referred to,  together with their  successors in
         interest, as the "Members").

                                       3
<PAGE>

(b)      Fee Title.  Trustor is the lawful owner of and has good and  marketable
         fee simple absolute title to the Trust Property; Trustor has good right
         and  lawful  authority  to  grant,  bargain,  sell,  convey,   warrant,
         mortgage,  assign,  pledge and confirm the same as provided herein; and
         the Trust Property is free and clear of all deeds of trust,  mortgages,
         liens, pledges, security interests, charges and encumbrances, excepting
         only Permitted Encumbrances. Trustor warrants and will defend the title
         to the Trust Property against all claims and demands whatsoever, except
         those made under Permitted Encumbrances.

(c)      Prohibitions.  There is no  provision  in any  indenture,  contract  or
         agreement,  to which Trustor is a party or by which it is bound, or any
         law, statute, ordinance,  governmental rule, regulation or restriction,
         or any order of any court or administrative agency, to which Trustor is
         subject or by which Trustor is bound, which prohibits the execution and
         delivery  by Trustor of this Deed of Trust,  the Note or any Other Loan
         Documents,  or the  performance  or observance by Trustor of any of the
         terms,  covenants or conditions of this Deed of Trust,  the Note or any
         Other Loan Document.

(d)      Authorization.  Execution and delivery of this Deed of Trust,  the Note
         and all Other Loan Documents have been duly and validly authorized, and
         the Note,  this Deed of Trust and each  Other Loan  Document  have been
         duly and validly executed and delivered by and on behalf of Trustor and
         are valid, binding and enforceable obligations of Trustor in accordance
         with their terms.

(e)      Litigation.  There are no actions,  suits or proceedings pending or, to
         the  knowledge  of  Trustor,  threatened  against  Trustor or the Trust
         Property in any court or before any federal,  state, municipal or other
         governmental agency,  which, if decided adversely to any of them, would
         have a  materially  adverse  effect  upon this Deed of Trust,  upon the
         Trust Property or upon the value thereof,  including but not limited to
         notices,  demands for payment or  compensation  for injury or damage to
         persons,  the  environment  or  natural  resources,   actions,   suits,
         proceedings, or damage settlements relating to Hazardous Substances (as
         that term is hereinafter  defined),  and Trustor is not in default with
         respect to any order of any court or governmental agency.

(f)      Financial  Statements.  The  financial  statements  of Trustor,  Norman
         Andrus,  The Norman Andrus  Irrevocable  Trust and the Trust  Property,
         heretofore  furnished  to  Beneficiary,  fairly  present the  financial
         condition of Trustor,  Norman  Andrus,  The Norman  Andrus  Irrevocable
         Trust on the dates thereof and the results of operations of Trustor and
         the Trust Property for the period or periods indicated therein,  all in
         conformity with generally accepted accounting  principles  consistently
         followed.  There has been no material  adverse change in the condition,
         financial or otherwise,  of Trustor,  Norman Andrus,  The Norman Andrus
         Irrevocable  Trust,  or the Trust Property  since the latest  financial
         statement so furnished.

(g)      No Default.  Trustor is not in default in the payment of the  principal


                                       4
<PAGE>

         of or interest on any  indebtedness  for  borrowed  money and is not in
         default under any  instrument  or agreement  under and subject to which
         any  indebtedness  for borrowed  money has been incurred or is secured,
         and no event has occurred under the  provisions of any such  instrument
         or agreement which,  with or without the lapse of time or the giving of
         notice, or both,  constitutes or would constitute a default or an event
         of default thereunder.

(h)      Use.  The  Premises  are  neither  agricultural  property,  property in
         agricultural  use,  nor the  homestead  of Trustor or any  Member,  but
         rather are the site of one or more mobile home parks and  appurtenances
         thereto.

(i)      Regulations.  All applicable building, zoning,  occupational safety and
         health,  energy and  environmental  laws,  ordinances  and  regulations
         affecting the Trust Property  permit the use and occupancy  thereof for
         its intended  purposes  and have been  complied  with,  and Trustor has
         obtained the  necessary  consents,  permits and licenses to operate the
         Improvements for their intended purposes.

(j)      (i)      to the best  of  Trustor's  knowledge  after due inquiry,  and
                  except (a) as  disclosed  in that Phase I  Environmental  Site
                  Assessment, prepaid by EnviroAssessments, Inc., as its Project
                  No. 8497605, and dated May 29, 1998, and (b) minute quantities
                  used in the ordinary  course of cleaning and  maintaining  the
                  Trust  Property  and  disposed  of  in  accordance   with  all
                  applicable   Environmental   Regulations   (as  that  term  is
                  hereinafter  defined),   no  dangerous,   toxic  or  hazardous
                  pollutants,  contaminants,  chemicals,  wastes,  materials  or
                  substances, as defined in or governed by the provisions of the
                  Federal  Resource  Conservation  and Recovery Act of 1976, the
                  Federal Comprehensive  Environmental Response Compensation and
                  Liability  Act of 1980,  and/or the Superfund  Amendments  and
                  Reauthorization  Act of 1986 (42  U.S.C.  6901 et seq.  and 42
                  U.S.C. 9601 et seq.), as amended, or any other federal,  state
                  or local hazardous substance, hazardous waste or environmental
                  laws, statutes,  codes, ordinances,  regulations,  directives,
                  requirements or rules (hereinafter collectively referred to as
                  "Environmental     Regulations"),     and    also    including
                  urea-formaldehyde,    polychlorinated    biphenyls,    dioxin,
                  asbestos,  asbestos  containing  materials,  nuclear  fuel  or
                  waste,  and petroleum,  including but not limited to crude oil
                  or any fraction  thereof,  natural  gas,  natural gas liquids,
                  gasoline  and  synthetic  gas or any other  waste,  substance,
                  pollutant or contaminant  which would subject the owner of the
                  Premises to any damages,  penalties or  liabilities  under any
                  applicable   Environmental   Regulation  (herein  collectively
                  referred to as  "Hazardous  Substances")  have, to the best of
                  Trustor's  knowledge,  ever been  placed,  located,  produced,
                  generated,     created,    stored,    treated,    transported,
                  incorporated,    discharged,   emitted,   spilled,   released,
                  deposited,  disposed of or allowed to escape in, upon,  under,
                  over or from the Trust Property;

         (ii)     no threat exists of a spill, discharge, release or emission of
                  a Hazardous Substance upon or from the Trust Property into the
                  environment;

                                       5
<PAGE>

         (iii)    to the best of Trustor's knowledge, the Premises have not ever
                  been  used  as or for a mine,  a  landfill,  a dump  or  other
                  disposal facility,  industrial or manufacturing purposes, or a
                  gasoline service station;

         (iv)     no underground  storage tank is now located in the Premises or
                  has,  to the  best of  Trustor's  knowledge,  previously  been
                  located therein but has been removed therefrom;

         (v)      no violation of any Environmental Regulation now exists or, to
                  the best of  Trustor's  knowledge,  has ever existed in, upon,
                  under, over or from the Trust Property;

         (vi)     to the best of Trustor's knowledge, no notice of any violation
                  or alleged  violation in, upon,  under, over or from the Trust
                  Property of any  Environmental  Regulation  has been issued or
                  given by any  governmental  entity or agency  responsible  for
                  administering or enforcing the same;

         (vii)    to the  best of  Trustor's  knowledge,  no  person,  party  or
                  private or governmental  agency or entity has given any notice
                  of or asserted any claim,  cause of action,  penalty,  cost or
                  demand for payment or  compensation,  whether or not involving
                  any  injury  or  threatened   injury  to  human  health,   the
                  environment  or  natural  resources,  resulting  or  allegedly
                  resulting from any activity or event described in (i) above;

         (viii)   there  are not now,  nor to the best of  Trustor's  knowledge,
                  have there ever  been,  any  actions,  suits,  proceedings  or
                  damage settlements relating in any way to Hazardous Substances
                  in, upon, under, over or from the Trust Property;

         (ix)     to the best of Trustor's knowledge,  there is no investigation
                  or report  involving  the Trust  Property by any  governmental
                  entity  or  agency  which  in any  way  relates  to  Hazardous
                  Substances;

         (x)      the  Trust  Property  is  not  listed  in  the  United  States
                  Environmental  Protection Agency's National Priorities List of
                  Hazardous  Waste  Sites  or any  other  list,  schedule,  log,
                  inventory or record of Hazardous Substance sites maintained by
                  any federal, state or local governmental agency; and

         (xi)     the Trust  Property is subject to no lien or claim for lien in
                  favor of any governmental  entity or agency as a result of any
                  presence,  release  or  threatened  release  of any  Hazardous
                  Substance in, on, under, over or from the Trust Property.

(k)      Accessibility  Regulations.  The Trust  Property is in full  compliance
         with the provisions of the Americans with  Disabilities Act of 1990 and
         of all  other  applicable  federal,  state and  local  statutes,  laws,
         ordinances, codes, regulations,  rules and requirements relating to the


                                       6
<PAGE>

         accessibility   thereof  for  disabled,   handicapped   and  physically
         challenged   persons   (hereinafter   referred  to  as   "Accessibility
         Regulations").

Section I.3. Notice of Default.  Trustor  covenants and agrees with Beneficiary,
so long as any amount secured hereby shall remain unpaid, to give to Beneficiary
prompt notice in writing of any condition or event which constitutes an Event of
Default (as defined in Section 3.1 hereof),  or which,  after notice or lapse of
time, or both, would constitute such an Event of Default.

Section I.4. Other Loans.  Trustor  acknowledges  and agrees that Beneficiary is
making,  and in the future may make, other loans to entities in which The Norman
Andrus  Irrevocable  Trust,  u/a/d July 29, 1997 is a member (and therefore such
entities  are  affiliates  of Trustor),  and that a breach or default  under the
applicable  agreements,  instruments and documents governing one or more of such
loans  shall  automatically  constitute  a  default  hereunder,  in which  case,
Beneficiary  shall have all rights and remedies  herein  provided,  or otherwise
available  at law or in equity.  Casa  Encanta  Commercial,  L.L.C.,  an Arizona
limited liability company, is an affiliate of Trustor.

Section I.5. Further Actions.  Trustor shall procure,  do, execute,  acknowledge
and deliver each and every further act, deed, conveyance, transfer, document and
assurance  necessary  or proper for the  carrying  out more  effectively  of the
purposes  of this  Deed of  Trust  and,  without  limiting  the  foregoing,  for
granting, bargaining,  selling, conveying,  warranting,  mortgaging,  assigning,
pledging and confirming unto Beneficiary all of the Trust Property,  or property
intended  so to  be,  whether  now  owned  or  hereafter  acquired  by  Trustor,
including,  without  limitation,  the  preparation,  execution and filing of any
documents,  such as financing  statements and  continuation  statements,  deemed
advisable by Beneficiary  for perfecting and  maintaining  its lien on the Trust
Property.

This Deed of Trust  shall  further  constitute  and be  deemed to be a  Security
Agreement  under  the  Arizona  Uniform  Commercial  Code,  now in force  and as
hereafter  amended,  and Trustor  hereby grants to Beneficiary a first and only,
present and continuing security interest in any Property, leases, rents, issues,
income, profits, instruments, general intangibles, accounts, contract rights and
claims  included  within or related to the Trust  Property,  and in all deposits
made  pursuant to Section 1.7 hereof and all  insurance  policies  and  unearned
premiums  prepaid  thereon,   insurance  proceeds,   and  awards,   payments  or
consideration for the taking of the Trust Property,  or any portion thereof,  by
condemnation  or  exercise of the power of eminent  domain,  or from any sale in
lieu or in anticipation thereof,  assigned by Trustor to Beneficiary  hereunder,
to the extent that a security interest may be granted therein under the terms of
the Arizona Uniform Commercial Code.

Trustor agrees to supply Beneficiary with an inventory of all such property in a
form acceptable to Beneficiary,  at any time, from time to time, upon receipt of
a written request therefor from Beneficiary.

Section I.6. Use; Waste. Trustor shall not commit or permit waste upon the Trust
Property and shall cause the Trust  Property and every part  thereof,  including


                                       7
<PAGE>

but not  limited to  parking  areas,  Improvements  and all  ingress  and egress
easements, if any, to be continually maintained,  preserved and kept in safe and
good repair,  working order and condition,  and will comply with all present and
future laws, statutes,  ordinances, rules and regulations (including but limited
to all  Environmental  Regulations  and the  Accessibility  Regulations)  of any
governmental  authority  having or claiming  jurisdiction  with reference to the
Trust Property and the manner of leasing,  using,  operating or maintaining  the
same (hereinafter collectively referred to as "Governmental  Requirements"),  as
now  existing  or as  hereafter  amended,  if  applicable,  and with all private
covenants and restrictions,  if any,  affecting the title to the Trust Property,
or any thereof (hereinafter collectively referred to as "Private Restrictions"),
and will not commit,  suffer or permit any violation thereof, and will from time
to time  make all  necessary  and  proper  restorations,  rebuildings,  repairs,
renewals, replacements, additions and betterments to the Trust Property, whether
required as the result of casualty or otherwise, and whether or not insurance or
condemnation  proceeds are made available or are sufficient therefor,  in a good
and  workmanlike  manner,  so that the value and  efficient use thereof shall be
fully preserved and maintained,  and so that all  Governmental  Requirements and
Private  Restrictions  shall be complied  with.  Trustor  shall  forthwith  give
Beneficiary  written  notice  if it  receives  notice  of any  violation  of any
Governmental Requirements or Private Restrictions,  or if any material damage or
destruction occurs to the Trust Property.

Trustor agrees not to make any use of the Trust Property, other than as a mobile
home park and appurtenances thereto; not to demolish or remove the Improvements,
or make additions to or structural alterations of the Improvements,  without the
prior  written  consent  of  Beneficiary;  not to remove  from the  Premises  or
Improvements any of the Property, unless immediately replaced with like property
of at least equal value; and not to add any new Improvements or Property, unless
all of such replacements and additions shall be free of any vendor's lien, title
reservation  or other security  interest prior hereto,  excepting only Permitted
Encumbrances.  All such  replacements and additions shall be subject to the lien
hereof and the security  interest  created  hereby,  which shall be prior to all
other liens and  security  interests  thereon and therein,  excepting  Permitted
Encumbrances.

Beneficiary  or its agents may enter upon the Trust  Property at all  reasonable
times to inspect the same and for the purpose of  protecting  its  security  and
preserving its rights hereunder, but shall not be liable to any person, party or
entity for failure to do so.

Trustor  covenants and agrees not to commence  construction of any tenant finish
improvements,  new buildings or Improvements  upon the Premises or any additions
to existing Improvements,  without the prior written consent of Beneficiary;  to
promptly  complete with due diligence any buildings,  Improvements and additions
for which  Beneficiary's  consent is obtained  hereunder,  free and clear of all
liens,   charges  and  encumbrances,   except  the  lien  hereof  and  Permitted
Encumbrances;  and to keep  and  perform  each and  every  term,  condition  and
covenant  of any and all leases upon the Trust  Property or any portion  thereof
(hereinafter referred to as "Leases") to be by Trustor kept and performed, so as
to keep the  Leases at all times in full  force and  effect,  and  agrees not to
anticipate  or collect  rents more than one (1) month in advance under any Lease


                                       8
<PAGE>

without, in each instance, the prior written consent of Beneficiary. Beneficiary
shall not be liable to either Trustor or the tenants for the  performance of any
of the terms,  covenants and conditions of the Leases.  Trustor shall not by any
act or omission  diminish or impair the value of the Trust Property and likewise
shall not in any way weaken, diminish or impair the security hereof.

Trustor  shall not seek,  petition  for,  make,  consent to or  acquiesce in any
change in the Governmental Requirements and Private Restrictions relating to the
uses of the Trust  Property,  including  but not limited to zoning and  building
codes and ordinances, without Beneficiary's prior written consent. Except as may
be shown on the title policy issued to  Beneficiary  and insuring the first lien
position  of this Deed of Trust,  (a)  Trustor  shall not,  by act or  omission,
permit any  property  which is not  subject to this Deed of Trust to rely on the
Trust  Property  or any part  thereof or any  interest  therein  to fulfill  any
governmental requirement for the existence or use of the Trust Property, and (b)
the Trust  Property  shall not rely on any property which is not subject to this
Deed of Trust to fulfill any  governmental  requirement for the existence or use
of the Trust Property.

Section I.7. Taxes and  Assessments.  Trustor  shall,  at least twenty (20) days
before any  penalty or  interest  attaches  thereto  because of  delinquency  in
payment,  pay and  discharge,  or cause to be paid and  discharged,  all  taxes,
assessments,  levies and governmental  charges imposed upon or against the Trust
Property or upon or against the Note or the indebtedness  secured hereby or upon
or against the interest of  Beneficiary  in the Trust Property or in the Note or
the indebtedness  secured hereby (hereinafter  referred to as "Impositions") and
will  thereafter  deliver the paid receipts  therefor to Beneficiary  within ten
(10) days after payment of any such Imposition.  In the event of any legislative
enactment or judicial  decision  after the date of this Deed of Trust,  imposing
upon  Beneficiary  the obligation to pay any such  Imposition,  or deducting the
lien of this Deed of Trust from the value of the Trust  Property for the purpose
of  taxation,  or changing in any way the laws now in force for the  taxation of
deeds of  trust,  mortgages  or debts  secured  thereby,  or the  manner  of the
operation of any such Imposition,  so as to affect the interests of Beneficiary,
then, and in such event,  Trustor shall bear and promptly pay the full amount of
such  Imposition  or any such tax;  provided,  however,  that, if for any reason
payment  thereof by Trustor  would be unlawful or  unenforceable,  or if payment
thereof  by  Trustor  would  constitute  usury  or  would  render  the  loan  or
indebtedness  secured hereby wholly or partially usurious under any of the terms
or  provisions of the Note or of this Deed of Trust,  or otherwise,  Beneficiary
may declare the whole sum secured by this Deed of Trust,  with interest thereon,
to be immediately  due and payable.  Trustor shall not suffer to exist and shall
promptly  pay  and  discharge  any  mechanic's,   statutory  or  other  lien  or
encumbrance on the Trust Property or any part thereof  (hereinafter  referred to
as "Liens"), except for Permitted Encumbrances. Trustor shall perform all of its
obligations  under  the  Permitted  Encumbrances,  and shall  provide  notice to
Beneficiary  of any  notices  received in regard to any  Permitted  Encumbrances
(immediately upon receipt).  To the extent any Permitted  Encumbrances are deeds
of trust or other security instruments, Trustor agrees that a default thereunder
shall be  deemed,w  without  notice or cure  rights,  to be an Event of  Default
hereunder.

Notwithstanding  the  foregoing,  Trustor  shall not be in default  hereunder in
respect to the  payment  of any  Impositions  or Liens  which  Trustor  shall be


                                       9
<PAGE>

required by any  provision  hereof to pay, so long as Trustor shall first notify
Beneficiary,  in  writing,  at  least  thirty  (30)  days  prior to the due date
thereof,  if any, or otherwise at least ten (10) days before commencement of any
contest thereof,  of its intention to contest the amount,  applicability  and/or
validity of such  Imposition  or Lien and shall  thereafter,  in good faith,  in
compliance  with all  applicable  statutes,  and with all  possible  promptness,
diligently contest the same, and Trustor may postpone or defer payment of all or
a portion of said  Impositions or Liens,  if, but only if, permitted by statute,
and if neither the Trust Property, nor any portion thereof,  would, by reason of
such  postponement  or  deferment,  be in  danger  of being  forfeited  or lost;
provided,  however,  that  Trustor  shall  furnish  to  Beneficiary,   prior  to
commencing any such contest,  cash or other security satisfactory to Beneficiary
to  indemnify  Beneficiary  against any loss or  liability by reason of any such
contest and to pay any such  Imposition  or Lien,  together  with  interest  and
penalties  thereon,   if  any,  if  such  contest  should  fail.  Upon  a  final
adjudication  of any such contest,  and, in any event, at least thirty (30) days
prior to the date on which the  interest of  Beneficiary  in the Trust  Property
would otherwise  forfeit by reason of the nonpayment of any such  Impositions or
Liens,  Trustor shall pay the amount  thereof then due,  including any penalties
and interest thereon. Beneficiary may, at its option, make such payment from the
security deposited by Trustor, if Trustor fails to so pay the same.

In order to further  secure the payment of the sums and the  performance  of the
obligations  secured  hereby,  Trustor  shall pay to  Beneficiary,  monthly,  in
addition to,  concurrently with, and at the same time as each monthly payment of
principal  and/or  interest  required  hereunder,  or  under  the  Note,  a  sum
equivalent to one-twelfth  (1/12) (or such greater  fraction as may be necessary
to accumulate  sufficient  funds to make any payment due less than thirteen (13)
months  after the date  thereof) of the amount  estimated by  Beneficiary  to be
sufficient to enable  Beneficiary  to pay, at least thirty (30) days before they
become due, all  Impositions.  No interest shall be payable by Beneficiary  upon
the amounts so paid, and Beneficiary  shall not be required to maintain the same
in a separate  account,  but may commingle the same with its general funds. Upon
demand by  Beneficiary,  Trustor shall deliver and pay over to Beneficiary  such
additional  sums  as are  necessary  to  make up any  deficiency  in the  amount
necessary  to  enable  Beneficiary  to fully  pay any of the  items  hereinabove
mentioned.  Beneficiary shall not be required to pay any such items in an amount
in excess of the sums deposited or paid over by Trustor to Beneficiary  pursuant
to this paragraph.  Any excess sums so paid shall be retained by Beneficiary and
shall be applied to pay said  items,  as and when they become due in the future,
unless all  amounts  secured  hereby  have been paid in full,  in which case all
excess sums so paid shall be refunded to Trustor.  At Trustor's written request,
and if no Event of Default  exists  hereunder,  Beneficiary  shall  use,  or, at
Beneficiary's  option,  permit Trustor to use, all sums paid by Trustor pursuant
to this paragraph to pay the items  hereinabove  mentioned prior to delinquency.
In the event of the  occurrence of any Event of Default  hereunder,  Beneficiary
may  apply  against  the  indebtedness  secured  hereby,  in  such a  manner  as
Beneficiary may determine,  any funds of Trustor then held under this paragraph,
in which funds Trustor hereby grants to Beneficiary a security interest.

Section I.8.  Insurance.  Trustor shall obtain,  maintain and keep in full force
and  effect  during  the term of this  Deed of  Trust,  with all  premiums  paid
thereon, the following insurance:

                                       10
<PAGE>

A.       Insurance upon all  Improvements and Property against loss or damage by
         fire,  lightning and other risks  customarily  covered by standard "all
         risk"  (or  special   form  cause  of  loss)  and   extended   coverage
         endorsements,  together  with  theft,  vandalism,  malicious  mischief,
         collapse,   replacement  cost,   agreed  amount,   and  restoration  in
         conformance with applicable laws and ordinances,  endorsements,  all in
         such amounts as may be from time to time required by  Beneficiary,  but
         in no event less than the full replacement cost of the Improvements now
         existing or hereafter  erected or placed upon the  Premises,  including
         the cost of debris removal, and of all Property;

B.       Broad form boiler and machinery  insurance on all equipment and objects
         necessary to operate the Trust  Property,  including but not limited to
         heating,   ventilating  and  air-conditioning   equipment,   elevators,
         conveyors, and water heaters, providing for full repair and replacement
         cost coverage, if applicable;

C.       Comprehensive  general public  liability  insurance  against claims for
         bodily injury.  personal injury, death and/or property damage occurring
         in, on or about the Trust Property,  with coverage limits  satisfactory
         to   Beneficiary   (which   shall   initially  be  at  least  equal  to
         $1,000,000.00  with  respect  to  any  one  (1)  person,   accident  or
         occurrence),  and including contractual liability coverage for the tort
         liability  assumed  by  Trustor  hereunder  and under  any  Other  Loan
         Document;

D.       Rent and rental value insurance, insuring against the loss of all rents
         from the Trust  Property  for a period of at least  twelve  (12) months
         after the casualty;

E.       Flood  insurance upon the Trust Property in such form and amount as may
         from time to time be required by Beneficiary,  if the Trust Property is
         located in a designated flood plain area; and

F.       Insurance  upon the Trust  Property  against such other  casualties and
         contingencies as Beneficiary may from time to time reasonably  require,
         including but not limited to sprinkler  insurance in amounts acceptable
         to  Beneficiary,  all in such manner and form as may be satisfactory to
         Beneficiary.

Trustor shall,  at its sole cost and expense,  from time to time and at any time
when Beneficiary shall so request, provide Beneficiary with evidence of the full
replacement  cost of the Trust  Property in a form  acceptable  to  Beneficiary.
Trustor shall promptly notify Beneficiary and the appropriate insurer in writing
of any loss covered by any of the above-mentioned types of insurance.

All insurance  provided for in this Section 1.8 shall be effected under a valid,
enforceable  and  manually  signed  policy or policies of  insurance in form and
substance  approved by  Beneficiary,  shall be issued by insurers of  recognized
responsibility, which are licensed to do business in the State of Arizona, which
have a minimum rating of A and a financial class size of IX or larger, according
to Best's Key Rating Guide for  Property-Liability,  and which are acceptable to


                                       11
<PAGE>

Beneficiary, and shall be satisfactory to Beneficiary in all other respects.

All policies  maintained by Trustor pursuant to the foregoing  Subsections A, B,
D, E and F shall (a) include a first  mortgagee  clause in favor of Beneficiary,
(b) provide that any losses payable  thereunder  shall be payable to Beneficiary
and assigns  (pursuant  to a loss payee clause in favor of, and  acceptable  to,
Beneficiary,  to be attached to each such policy), (c) include effective waivers
by the insurer of all claims for insurance  premiums  against  Beneficiary,  (d)
provide  that  any  losses  shall  be  payable  notwithstanding  (i)  any act of
negligence by Trustor or Beneficiary,  (ii) any foreclosure or other proceedings
or notice of sale  relating  to the Trust  Property,  (iii) the  vacancy  of the
Improvements,  (iv) any waiver of subrogation rights by the insured,  and/or (v)
any change in the title to or ownership of any of the Trust Property, and (e) be
written in amounts  sufficient  to prevent  Trustor  from  becoming a co-insurer
under said policies. The liability insurance policies described in the foregoing
Subsection  C shall name  Beneficiary  as an  additional  named  insured,  shall
contain a  separation  or  severability  of  interests  clause  and shall  waive
contribution  from any other  insurance  carried by  Beneficiary in the event of
loss. Trustor shall cause the originals of the policies of all such insurance to
be deposited with  Beneficiary.  At least fifteen (15) days prior to the date on
which the premiums on each such policy  shall  become due and  payable,  Trustor
shall furnish  Beneficiary with proof reasonably  satisfactory to Beneficiary of
payment thereof. Each of such policies shall contain an agreement by the insurer
that the same shall not be amended,  modified,  canceled,  reduced or terminated
for any reason,  including  but not limited to a failure to pay premiums  and/or
expiration by its terms, without at least thirty (30) days' prior written notice
to  Beneficiary.  If this  Deed of Trust is  foreclosed,  the  purchaser  at the
foreclosure  sale  shall,  after  the  expiration  of any  statutory  period  of
redemption,  become the sole and  absolute  owner of any and all such  policies,
with the sole right to collect and retain all unearned  premiums  thereon,  and,
for this purpose,  Trustor hereby assigns and grants a security interest in said
policies and unearned premiums to Beneficiary.

If,  under the terms and  provisions  of any  Lease,  the tenant  thereunder  is
required  to  maintain  insurance  of the types and for the amounts as set forth
above,  and,  if,  pursuant to the terms of the Lease,  such  insurance is to be
maintained for the benefit of both the lessor and any beneficiary of the lessor,
Beneficiary will accept such policy or policies in lieu of the policies required
by this Section; provided the same meet all of the requirements set forth above.
In the event the tenant fails to maintain and keep such  insurance in full force
and effect, Trustor shall then obtain such policy or policies as are required by
this Section.

In the event of loss, Trustor shall immediately give written notice thereof, and
of  any  claims  filed  under  insurance  policies  as  a  result  thereof,   to
Beneficiary,  and (i) if an Event of Default then exists  hereunder,  or (ii) if
Trustor  does not  promptly  and in good faith  make  proof of loss and  settle,
adjust or  compromise  any  claims  for loss,  damage or  destruction  under any
policies  of  insurance  maintained  pursuant  to  Subsections  A, B, D, E and F
hereof,  and  collect  the  proceeds  thereof,  Beneficiary  is  authorized  and
empowered (but not obligated or required) to make proof of loss; settle,  adjust
or compromise said claims; and collect and receive all such proceeds. The amount
of any such  settlement,  adjustment  or  compromise  of claims  shall always be
subject to Beneficiary's approval.  Trustor agrees to pay all costs and expenses


                                       12
<PAGE>

incurred by  Beneficiary  in  connection  therewith,  including  court costs and
attorneys' fees (prior to trial, at trial and on appeal), on demand, which costs
and expenses  shall also be secured hereby and shall bear interest from the date
paid at the  Default  Rate  specified  in the Note  (hereinafter  referred to as
"Default Rate"),  but Beneficiary shall not be liable to Trustor for any failure
by  Beneficiary  to collect or to  exercise  diligence  in  collecting  any such
proceeds.

All  proceeds  of such  insurance  are hereby  assigned,  and shall be paid,  to
Beneficiary.  Such proceeds shall, at Beneficiary's  option, be applied first to
the payment of all costs and expenses  incurred by Beneficiary in obtaining such
proceeds,  and second, at Beneficiary's  option,  either to the reduction of the
indebtedness hereby secured in such order as Beneficiary may elect, whether then
due and payable or not, without  reinvestment  charge,  or to the restoration or
repair of the Trust Property,  without  affecting the lien of this Deed of Trust
or the obligations of Trustor  hereunder  Interest upon the entire  indebtedness
secured  hereby shall  continue until any such proceeds are received and applied
to such indebtedness by Beneficiary. Pending a decision as to the proper use and
application  of any  insurance  proceeds,  and  during any such  restoration  or
repair,  Beneficiary  shall not be liable  for  interest  on such  proceeds.  If
Beneficiary  elects to apply any such insurance  proceeds to the  restoration or
repair  of the Trust  Property,  it shall not be  liable  for  supervising  such
restoration  or repair or for  supervising  the  disbursement  of such insurance
proceeds therefor, but such disbursement shall proceed in a manner acceptable to
Beneficiary,  which shall be similar to the manner in which major national banks
permit  construction  loan  advances,  and which  shall be  designed  to include
reasonable  controls to assure that such  restoration or repair will be promptly
completed  in a good and  workmanlike  manner  and  paid  for in  full,  free of
mechanics' liens.

Notwithstanding  the  foregoing,  Beneficiary  shall be  required to permit such
proceeds to be used for the restoration or repair of the Trust Property, if, but
only if, (a) the portion remaining can with restoration or repair continue to be
operated  for  the  purposes  utilized   immediately  prior  to  the  damage  or
destruction;  (b) no Event of Default exists  hereunder or under the Note or any
Other Loan  Document;  (c) the appraised  value of the Trust Property after such
restoration  or repair shall not have been  reduced  from its value  immediately
prior to such damage, as confirmed in writing by an M.A.I.  appraiser acceptable
to Beneficiary; (d) the tenants certify to Beneficiary their intention to remain
in  possession  of the Trust  Property  without any  abatement or  adjustment of
rental  payments  (other  than  temporary   abatements   during  the  period  of
restoration and repair); (e) no liens will be placed on the Trust Property;  and
(f) all other  provisions  of this  Section 1.8 shall apply with respect to such
restoration or repair.

In  the  event  proceeds  are to be  applied  to the  restoration  of the  Trust
Property,  Trustor shall deposit with Beneficiary,  prior to commencing any such
restoration or repair, the amount, if any, by which the cost of such restoration
or repair exceeds the amount of such insurance  proceeds,  which amount shall be
disbursed to pay costs of such  restoration  or repair prior to, and in the same
manner as, such insurance  proceeds.  Any surplus which may remain after payment
of all costs of  restoration  or repair  may, at the option of  Beneficiary,  be


                                       13
<PAGE>

applied to  reduction of the  indebtedness  hereby  secured,  in any order which
Beneficiary  may  determine,  whether  then  matured or to mature in the future,
without  reinvestment charge, or be paid to Trustor, as its interest may appear,
the choice of application to be solely at the discretion of Beneficiary. Trustor
agrees  to  promptly  complete  any such  restoration  and  repair in a good and
workmanlike   manner,   in  accordance  with  all   Governmental   Requirements,
Accessibility Regulations and Private Restrictions.

In no event shall  Beneficiary  be held  responsible  for failure to pay for any
insurance  required hereby, or for any loss or damage growing out of a defect in
any policy thereof or growing out of any failure of any insurance company to pay
for any loss or damage  insured  against or for failure by Beneficiary to obtain
such insurance or to collect the proceeds thereof.

In order to further  secure the payment of the sums and the  performance  of the
obligations  secured  hereby,  Trustor  shall pay to  Beneficiary,  monthly,  in
addition to,  concurrently with, and at the same time as each monthly payment of
principal  and/or  interest  required  hereunder,  or  under  the  Note,  a  sum
equivalent to one-twelfth  (1/12) (or such greater  fraction as may be necessary
to accumulate  sufficient  funds to make any payment due less than thirteen (13)
months  after the date  thereof) of the amount  estimated by  Beneficiary  to be
sufficient to enable  Beneficiary  to pay, at least thirty (30) days before they
become due, all premiums for insurance  acquired  herein.  No interest  shall be
payable by Beneficiary  upon the amounts so paid, and  Beneficiary  shall not be
required to maintain the same in a separate account,  but may commingle the same
with its general funds.  Upon demand by  Beneficiary,  Trustor shall deliver and
pay over to  Beneficiary  such  additional  sums as are necessary to make up any
deficiency in the amount necessary to enable Beneficiary to fully pay any of the
items hereinabove  mentioned.  Beneficiary shall not be required to pay any such
items in an amount in excess of the sums  deposited  or paid over by  Trustor to
Beneficiary  pursuant  to this  paragraph.  Any  excess  sums so paid  shall  be
retained by Beneficiary and shall be applied to pay said items, as and when they
become due in the future,  unless all amounts  secured  hereby have been paid in
full,  in which case all excess sums so paid shall be  refunded  to Trustor.  At
Trustor's  written  request,  and  if no  Event  of  Default  exists  hereunder,
Beneficiary shall use, or, at Beneficiary's  option,  permit Trustor to use, all
sums paid by Trustor  pursuant to this  paragraph  to pay the items  hereinabove
mentioned prior to  delinquency.  In the event of the occurrence of any Event of
Default  hereunder,  Beneficiary  may apply  against  the  indebtedness  secured
hereby, in such a manner as Beneficiary may determine, any funds of Trustor then
held under this paragraph, in which funds Trustor hereby grants to Beneficiary a
security interest.

Section I.9.  Utilities.  Trustor shall pay or cause to be paid  promptly,  when
due, all charges or fees for utilities or services, including but not limited to
electricity,  water,  gas,  telephone,  sanitary  sewer,  and trash and  garbage
removal, supplied to the Trust Property, and, upon request of Beneficiary, shall
furnish receipts to Beneficiary showing such payment.

Section  I.10.   Financial   Statements.   Trustor  covenants  and  agrees  with
Beneficiary,  as long as any amount secured hereby remains unpaid,  at Trustor's
sole cost and  expense,  to (a) at all times keep proper and  accurate  books of
account in which full, true and correct entries will be made of all transactions


                                       14
<PAGE>

affecting the Trust Property in accordance  with generally  accepted  accounting
principles applied on a consistent basis throughout the periods involved; (b) at
all reasonable times permit Beneficiary and its  representatives to inspect such
books and records and to make copies  thereof;  (c) no later than  fifteen  (15)
days after the end of each  calendar  month  after the date  hereof,  certify as
correct and furnish  Beneficiary  with such information and statements as it may
reasonably request concerning the financial,  business and operational status of
Trustor and/or the Trust  Property and concerning  performance by Trustor of the
covenants and  agreements  contained in the Note and in this Deed of Trust;  (d)
upon the  existence  of any uncured  Event of Default  hereunder,  such  reports
required under (c), above shall be compiled by an independent  certified  public
accountant  selected by Trustor and acceptable to Beneficiary;  and (e) annually
furnish  to  Beneficiary,  as soon as  available,  but in any event  within  one
hundred  twenty  (120) days after the close of each fiscal  year of Trustor,  at
Trustor's sole cost and expense,  Trustor's annual  financial  statements and an
operating statement for the Trust Property for said fiscal year, all prepared in
accordance with generally accepted accounting  principles  consistently applied,
and  certified  as true,  correct  and  complete  by  Trustor,  which  operating
statements  shall  include at least a statement of gross income  (itemized as to
source), all operating expenses (itemized), depreciation charges and net income,
and shall reflect the operation of the Trust  Property  during said fiscal year,
all in reasonable detail and setting forth comparable  figures for the preceding
fiscal year,  as well as a tenants' list and current rent  schedule.  If Trustor
fails to supply to Beneficiary any financial and/or  operating  statements which
Trustor is hereby required to so supply,  or at any time Trustor is otherwise in
default hereunder, Beneficiary or its authorized representatives may have access
to all of  Trustor's  books and records  for the  purpose of  auditing  the same
and/or itself obtaining such statements, at Trustor's expense.

Beneficiary,  by giving  written notice to Trustor at any time within sixty (60)
days after receiving the above-mentioned financial and operating statements from
Trustor,  may elect to have a person or firm of its choice  make a  confirmatory
examination of Trustor's books and records pertaining to the Trust Property. Any
such confirmatory  examination shall be at Beneficiary's  sole cost and expense,
unless said  examination  reveals  significant  errors or  discrepancies  in the
above-mentioned   financial  and  operating  statements,   in  which  event  the
confirmatory examination shall be at the sole cost and expense of Trustor.

Section I.11.  Beneficiary's Right to Perform. If Trustor shall fail to observe,
comply with, or perform any of the terms,  covenants and conditions  herein with
respect to the procuring and delivery of insurance,  the payment of  Impositions
or Liens,  the  keeping of the Trust  Property  in  repair,  the  furnishing  of
financial and operating  statements,  the removal  and/or  disposal of Hazardous
Substances,  or any other term,  covenant or condition  herein or in the Note or
any Other Loan Document contained,  Beneficiary may itself observe,  comply with
or perform the same, may make such advances to observe,  comply with and perform
the same as Beneficiary shall deem appropriate, and may enter the Trust Property
for the  purpose of  observing,  complying  with and  performing  any such term,


                                       15
<PAGE>

covenant or condition.  Beneficiary may expend such sums,  including  reasonable
attorneys' fees (prior to trial, at trial and on appeal), to sustain the lien of
this  Deed of Trust  or its  priority,  or to  protect  or  enforce  its  rights
hereunder,  or to obtain the right to enforce its rights and remedies hereunder,
including  the  payment  of any  Liens,  claims  and  encumbrances,  other  than
Permitted  Encumbrances  which  are not in  default,  as it may deem  desirable.
Trustor  agrees to repay all sums so  advanced  or expended  upon  demand,  with
interest   thereon  at  the  Default  Rate  from  the  date  of  advancement  or
expenditure,  and all sums so  advanced or  expended,  with  interest,  shall be
secured  hereby,  but no such advance or expenditure  shall be deemed to relieve
Trustor from any default  hereunder.  Beneficiary  shall not be bound to inquire
into the validity of any  Imposition  or Lien which  Trustor fails to pay as and
when required  hereby and which Trustor has not given notice to  Beneficiary  of
its intention to contest in accordance with the terms hereof.

Section I.12. Due on Transfer. In the event Trustor transfers, leases (except as
permitted  under the terms of an  Assignment of Leases and Rents from Trustor to
Beneficiary  dated as of the date of this Deed of Trust) or conveys to any other
party any  interest  in the Trust  Property  or any  portion  thereof,  legal or
equitable, voluntarily or by operation of law, without the prior written consent
of  Beneficiary;  in the event  Trustor  shall sell or otherwise  dispose of the
Trust Property,  or any interest therein or portion  thereof,  without the prior
written consent of Beneficiary;  in the event Trustor shall further encumber the
Trust  Property,  or any portion  thereof,  without the prior written consent of
Beneficiary;  or in the  event  any  change  occurs in the  Members  of  Trustor
(hereinafter  referred to as  "Members"),  without the prior written  consent of
Beneficiary may, at its election, declare the entire indebtedness hereby secured
to be  immediately  due and payable,  without  notice to Trustor  (which  notice
Trustor  hereby  expressly  waives),   and  upon  such  declaration  the  entire
indebtedness  hereby  secured  shall be  immediately  due and payable,  anything
hereinabove  or in the Note to the  contrary  notwithstanding.  As used  herein,
"transfer" shall include  transfers by sale,  gift,  bequest,  or otherwise.  If
Trustor shall fail to pay such sums,  Beneficiary may, without further notice or
demand on  Trustor,  invoke  any  remedies  permitted  under  the terms  hereof,
including,  without  limitation,  Article III. As used herein,  "transfer" shall
include transfers by sale, gift, bequest, or otherwise.

In the event Trustor shall request the consent of Beneficiary to a conveyance or
encumbrance,  Trustor shall deliver a written  request to  Beneficiary  together
with complete  information  regarding such  conveyance or encumbrance  and shall
allow  Beneficiary  thirty (30) days after delivery of all required  information
for  evaluation of such request.  In the event that such request is not approved
within such thirty (30) day period, it shall be deemed not approved. Beneficiary
may charge an administrative fee to process any such sale, conveyance, transfer,
deed of  trust  or other  encumbrance.  Such  approval  may be  subject  to such
modifications  of the loan terms,  interest  rate,  and maturity  date as may be
established  by  Beneficiary.  Consent  as to any one  transaction  shall not be
deemed to be a waiver of the right to require  consent  to future or  successive
transactions.  If the Trust  Property  should be transferred to a privately held
corporation, limited liability company or a partnership pursuant to the terms of
this Section 1.12 during the term of this Deed of Trust, thereafter a subsequent
transfer  of a  stock,  member,  or  partnership  interest  shall  constitute  a
conveyance  for  purposes of this  Section  1.12 and the consent of  Beneficiary
shall be required.

Notwithstanding any provision to the contrary herein, Beneficiary shall consent,
without  transfer  fee, to transfers by Members of their  ownership  interest in


                                       16
<PAGE>

Trustor  to (i) the  estates  or legal  representatives  of a member  and (ii) a
trust,  custodianship  or other  fiduciary  arrangement  in respect of which the
member is the trustee,  custodian or other fiduciary with voting power over such
trust, custodianship or other fiduciary arrangement;  provided that in each case
(a) there exists no default or Event of Default;  (b) Norman  Andrus  remains as
Manager of Trustor;  (c) written  notice of any such  transfer and copies of all
proposed  transfer  documents are delivered to  Beneficiary at least thirty (30)
days prior to any such transfer;  (d) Trustor pays  Beneficiary's  out of pocket
expenses  in  connection  with such  transfer;  and (e)  copies of the  executed
transfer documents and the related amendments to Trustor's  operating  agreement
are promptly delivered to Beneficiary upon completion of the transfer.

No transfer,  conveyance, lease, sale, change or other disposition shall relieve
(a) Trustor from personal  liability for its obligations  hereunder or under the
Note,  or (b)  any  Guarantor  from  his or her  liability,  whether  or not the
transferee  assumes  this  Deed of Trust.  Beneficiary  may,  without  notice to
Trustor,  deal  with any  successor  owner of all or any  portion  of the  Trust
Property in the same manner as with Trustor,  without in any way discharging the
liability of Trustor hereunder or under the Note.

Trustor shall not mortgage, pledge or otherwise grant a security interest in any
of the Trust Property as collateral  security for any other loan or forbearance,
without the prior written consent of Beneficiary.

Section I.13.  Assignment of Rents.

(a)      As  additional  security for the  indebtedness  secured by this Deed of
         Trust, Trustor does hereby bargain, sell, assign, transfer and set over
         unto Beneficiary all the rents, issues, profits and other income of any
         kind which,  whether  before or after  foreclosure,  or during the full
         statutory  period of  redemption,  if any shall accrue and be owing for
         the use or occupation of the Trust Property or any part thereof.

(b)      Trustor  agrees that upon or at any time after (i) the occurrence of an
         Event of Default  hereunder,  or under the Note,  or under any separate
         Assignment  of  Leases  and  Rents  securing  the  Note,  or  (ii)  the
         recordation of notice of trustee's sale or sale for the  foreclosure of
         this Deed of Trust, or (iii) the commencement of an action to foreclose
         this  Deed  of  Trust,  or  (iv)  the  commencement  of any  period  of
         redemption   after   judicial   foreclosure  of  this  Deed  of  Trust,
         Beneficiary  shall,  in any  such  event,  and at any such  time,  upon
         application  to the  Superior  Court  in the  county  where  the  Trust
         Property or any part thereof is located, by an action separate from the
         foreclosure  or  trustee's  sale,  in  the  foreclosure  action,  or by
         independent  action (it being  understood and agreed that the existence
         of a foreclosure action or pending trustee's sale is not a prerequisite
         to any action for a receiver hereunder), be entitled to the appointment
         of a receiver  for the rents,  issues,  profits and all other income of
         every kind which shall accrue and be owing for the use or occupation of
         the  Trust  Property  or any  part  thereof,  whether  before  or after
         foreclosure or trustee's  sale, or during the full statutory  period of


                                       17
<PAGE>

         redemption,  if any,  upon a showing  that  Trustor  has  breached  any
         covenant contained in this Deed of Trust, the Note or any such separate
         Assignment  of Leases and Rents,  including,  without  limitation,  any
         covenant relating to any of the following:

         (1)      Repayment of tenant security deposits,  with interest thereon,
                  as required by applicable state laws, if any;

         (2)      Payment  when due of prior or  current  real  estate  taxes or
                  special assessments with respect to the Trust Property, or the
                  periodic escrow for payment of the same;

         (3)      Payment  when  due of  premiums  for  insurance  of the  types
                  required  hereby,  or the  periodic  escrow for payment of the
                  same; or

         (4)      Keeping  of  the  covenants  required  of a lessor or licensor
                  pursuant to applicable state laws, if any.

Beneficiary shall be entitled to the appointment of a receiver without regard to
waste,  adequacy  of the  security  or  solvency  of  Trustor.  The court  shall
determine the amount of the bond to be posted by the receiver. The receiver, who
shall be an experienced property manager,  shall collect (until the indebtedness
secured  hereby is paid in full and, in the case of a foreclosure  sale,  during
the entire redemption period, if any) the rents,  issues,  profits and all other
income  of any kind  from the  Trust  Property,  manage  and  operate  the Trust
Property,  execute  leases within or beyond the period of the  receivership,  if
approved by the court,  make tenant finish  improvements  required by Leases and
apply all rents, issues,  profits and other income collected by such receiver in
the following order:

         (A)      to payment of all  reasonable  fees  of  the receiver, if any,
                  approved by the court;

         (B)      to the  items  listed in clauses (1) through (4) above (to the
                  extent applicable) in the priority as numbered;

         (C)      to expenses for normal  maintenance,  operation and management
                  of the Trust  Property and for  construction  of tenant finish
                  improvements required by Leases executed by the receiver;

         (D)      the  balance  to   Beneficiary   to  be  credited,   prior  to
                  commencement of foreclosure or a trustee's  sale,  against the
                  indebtedness  secured hereby, in such order as Beneficiary may
                  elect, or to be credited, after commencement of foreclosure or
                  notice of a trustee's  sale, to the amount required to be paid
                  to effect a  reinstatement  prior to  foreclosure or trustee's
                  sale,  or to be  credited,  after a  foreclosure  or trustee's
                  sale, to any deficiency and then to the amount  required to be
                  paid to effect a  redemption,  pursuant  to  applicable  state
                  laws, or their successors, as the case may be, with any excess
                  to be paid to Trustor; provided, however, that if this Deed of


                                       18
<PAGE>

                  Trust is not reinstated nor the Trust  Property  redeemed,  as
                  and during the times  provided  by said state  laws,  or their
                  successors,  the entire amount received pursuant hereto, after
                  deducting  therefrom the amounts applied by Beneficiary to any
                  deficiency,  shall be the  property  of the  purchaser  of the
                  Trust Property at the foreclosure or trustee's sale,  together
                  with all or any part of the Trust  Property  acquired  through
                  foreclosure.

The  receiver  shall  file  periodic  accountings  as the court  determines  are
necessary and a final accounting at the time of his discharge. Beneficiary shall
have the right,  at any time and  without  limitation,  to advance  money to the
receiver  to pay any  part or all of the  expenses  which  the  receiver  should
otherwise pay as above provided, if cash were available from the Trust Property,
and all sums so  advanced,  with  interest  thereon at the Default Rate from the
date advanced, shall be a part of the sum required to be paid to redeem from any
foreclosure  sale or reinstate  prior to a foreclosure or trustee's  sale.  Said
sums shall be proved by the  affidavit  of  Beneficiary,  its agent or attorney,
describing  the expenses for which the same were  advanced  and  describing  the
Trust Property.

(c)      Upon the happening of any of the events set forth above,  or during any
         period  of  redemption  after   foreclosure  sale,  and  prior  to  the
         appointment of a receiver as hereinbefore  provided,  Beneficiary shall
         have the right to collect the rents,  issues,  profits and other income
         of every kind from the Trust  Property and apply the same in the manner
         hereinbefore  provided for the application  thereof by a receiver.  The
         rights  set  forth in this  Subsection  (c) shall be  binding  upon the
         occupiers of the Trust  Property from the date of filing by Beneficiary
         in the office  where this Deed of Trust is  recorded,  in the county in
         which the Trust  Property  is  located,  of a notice of  default in the
         terms and conditions of this Deed of Trust and service of a copy of the
         notice  upon  the  occupiers  of the  Trust  Property  or as  otherwise
         provided  under  Arizona  law.   Enforcement  hereof  shall  not  cause
         Beneficiary to be deemed a beneficiary in possession,  unless it elects
         in writing to be so deemed. For the purpose aforesaid,  Beneficiary may
         enter and take possession of the Trust Property, manage and operate the
         same and take any action which, in Beneficiary's judgment, is necessary
         or proper to conserve the value of the Trust Property.  Beneficiary may
         also take possession of, and for these purposes use, any and all of the
         Property contained in the Trust Property.

(d)      Beneficiary  shall have,  in addition to all other  rights and remedies
         provided  herein  and  in the  Other  Loan  Documents  and at law or in
         equity,  the rights and remedies  afforded by Arizona Revised  Statutes
         Section 33-702.B,  without regard to the adequacy of the security or to
         the  solvency  of  Trustor or to whether  Trustee  or  Beneficiary  has
         commenced to exercise any other right or remedy  provided  herein or in
         any Other Loan Document or at law or in equity.

(e)      The costs and expenses  (including any  receiver's  fees and reasonable
         attorneys' fees) incurred by Beneficiary  pursuant to the powers herein


                                       19
<PAGE>

         contained shall be immediately  reimbursed by Trustor to Beneficiary on
         demand,  shall be secured  hereby and shall bear interest from the date
         incurred  at the  Default  Rate.  Beneficiary  shall  not be  liable to
         account to Trustor for any action taken pursuant hereto,  other than to
         account for any rents actually received by Beneficiary.

Section I.14. Estoppel  Certificates.  At any time and from time to time, within
three (3) business  days after  receipt from  Beneficiary  of a written  request
therefor, Trustor shall prepare, execute and deliver to Beneficiary,  and/or any
other party which Beneficiary may designate,  an estoppel  certificate  stating:
(a) the amount of the unpaid  principal  balance and accrued interest secured by
this Deed of Trust on the date thereof; (b) the date upon which the last payment
secured by this Deed of Trust was made and the date the next payment  secured by
this Deed of Trust is due; and (c) that the provisions of the Note, this Deed of
Trust and any Other  Loan  Documents  described  in said  request  have not been
amended or  changed  in any  manner,  that  there are no  defaults  or events of
default  then  existing  under the terms of the Note,  this Deed of Trust or any
Other Loan Document described in said request, and that Trustor has no defenses,
claims or offsets against full enforcement  thereof according to their terms, or
listing  and  describing  any such  amendments,  changes,  defaults,  events  of
default, defenses, claims or offsets which do exist.

Section I.15.  Hazardous  Substances.  Except for minute  quantities used in the
ordinary  course of cleaning and  maintaining the Trust Property and disposed of
in accordance with all applicable Environmental  Regulations,  Trustor shall not
place, locate,  produce,  generate,  create,  store. treat,  handle,  transport,
incorporate,  discharge,  emit,  spill,  release,  deposit  or  dispose  of  any
Hazardous  Substance in, upon,  under, over or from the Trust Property and shall
not permit any Hazardous Substance to be placed, located,  produced,  generated,
created,  stored,  treated,  handled,  transported,   incorporated,  discharged,
emitted,  spilled,  released,  deposited,  disposed  of  or to  escape  therein,
thereupon, thereunder, thereover or therefrom; and Trustor shall comply with all
Environmental  Regulations  which are applicable to the Trust Property.  Trustor
agrees to promptly and properly  remove and dispose of any  Hazardous  Substance
found on or in the Trust  Property,  at  Trustor's  sole cost and expense and in
compliance with all applicable Environmental Regulations.

At any time and from time to time,  if  Beneficiary  so requests,  Trustor shall
have any environmental  assessment,  review, audit and/or report relating to the
Trust  Property  heretofore  provided by Trustor to  Beneficiary  updated and/or
amplified,  at  Trustor's  sole cost and  expense,  by an engineer or  scientist
acceptable  to  Beneficiary,  or shall have such an  assessment,  review,  audit
and/or report prepared for Beneficiary,  at Trustor's sole cost and expense,  if
none has previously been so provided.

Trustor shall indemnify Beneficiary, its directors, officers, employees, agents,
contractors,   licensees,   invitees,   successors   and  assigns   (hereinafter
collectively  referred  to as  "Indemnified  Parties")  against,  shall hold the
Indemnified  Parties harmless from, and shall reimburse the Indemnified  Parties
for, any and all claims,  demands,  judgments,  penalties,  liabilities,  costs,
damages and expenses incurred by the Indemnified Parties,  including court costs
and  attorneys'  fees (prior to trial,  at trial and on appeal),  in any action,
administrative  proceeding  or  negotiations  against  or  involving  any of the


                                       20
<PAGE>

Indemnified Parties,  resulting from any breach of the foregoing covenants, from
the incorrectness or untruthfulness or any warranty or representation  set forth
in  Subsection  1.2(j)  hereof,  from a failure by Trustor to perform any of its
obligations  hereunder  with  respect to any  Hazardous  Substance,  or from the
discovery of any Hazardous Substance in, upon, under or over, or emanating from,
the Trust  Property,  it being the intent of Trustor  and  Beneficiary  that the
Indemnified  Parties  shall  have no  liability  for  damage  or injury to human
health, the environment or natural resources caused by, for abatement, clean-up,
removal or disposal of, or otherwise  with respect to,  Hazardous  Substances by
virtue of the interest of Beneficiary in the Trust Property created hereby or as
the result of Beneficiary  exercising any of its rights or remedies with respect
thereto  hereunder,  including  but not limited to becoming the owner thereof by
foreclosure or conveyance in lieu of foreclosure.

The foregoing covenants, representations and warranties of Subsection 1.2(j) and
of this Section 1.15 shall be deemed continuing  covenants,  representations and
warranties for the benefit of the Indemnified Parties, including but not limited
to any  transferee  of the  title of  Beneficiary.  Such  indemnification  shall
survive  payment of the Note,  but shall  become null and void and of no further
force or effect in the event Beneficiary or any other party obtains title to the
Trust Property through  foreclosure or exercise of power of sale under this Deed
of Trust  or deed in lieu of  foreclosure  or  exercise  of  power of sale.  Any
amounts  covered by the foregoing  indemnification  shall bear interest from the
date paid at the Default Rate and shall be secured hereby.

Section I.16.  Accessibility  Regulations.  Trustor covenants and agrees that it
will comply with all applicable Accessibility Regulations during the entire term
of  this  Deed  of  Trust.  All  future  maintenance,   renovation,  repair  and
construction conducted on the Premises shall all be completed in accordance with
all applicable Accessibility Regulations.  Failure to comply with the provisions
of any  Accessibility  Regulation shall constitute an Event of Default under the
terms of this Deed of Trust and shall  entitle the  Beneficiary  to exercise all
remedies available to it hereunder.  Trustor hereby agrees to indemnify and hold
harmless the Indemnified Parties from and against any claims,  losses,  damages,
liabilities,  judgments,  costs and  expenses  (including,  without  limitation,
reasonable  attorneys'  fees  and  costs  in  the  investigation,   defense  and
settlement of claims or remediation)  incurred by the  Indemnified  Parties as a
result of or in connection  with  violations of the  Accessibility  Regulations.
Trustor  shall  bear,  pay and  discharge,  as and when the same  become due and
payable,  any and all  such  judgments  or  claims  for  damages,  penalties  or
otherwise,  against the Indemnified Parties,  shall hold the Indemnified Parties
harmless against all claims, losses, damages,  liabilities,  costs and expenses,
and shall assume the burden and expense of defending  all suits,  administrative
proceedings  and  negotiations  of any  description  with  any and all  persons,
political  subdivisions  or  government  agencies  arising  out  of  any  of the
occurrences  set  forth in this  Section.  Such  indemnification  shall  survive
payment of the Note,  but shall become null and void and of no further  force or
effect in the event  Beneficiary  or any other party  obtains title to the Trust
Property  through  foreclosure  or  exercise of power of sale under this Deed of
Trust or deed in lieu of foreclosure or exercise of power of sale.

Section I.17. Maintain Existence.  Trustor agrees to maintain its existence as a


                                       21
<PAGE>

limited  liability  company  under the laws of the State of  Arizona  and not to
terminate  its  existence  during the term  hereof,  without  the prior  written
consent of Beneficiary.

Section I.18. Future Advances. From time to time, upon request from Trustor, and
subject to the review and  approval  thereof  by  Beneficiary,  Beneficiary  may
advance funds to pay for the  improvement,  repair or remodeling of the Premises
or for  other  purposes,  in  excess  of  the  amount  stated  under  the  Note.
Beneficiary  may impose such conditions and  requirements  as Beneficiary  deems
necessary.

                                   ARTICLE II
                               TAKING OF PROPERTY

In case of a taking of or damage to all or any part of the Trust  Property  as a
result of, or a sale thereof in lieu of or in  anticipation  of, the exercise of
the  power  of  condemnation  or  eminent  domain,  or the  commencement  of any
proceedings or negotiations which might result in such a taking, damage or sale,
Trustor shall  promptly  give  Beneficiary  written  notice  thereof,  generally
describing the nature of such taking,  damage, sale, proceedings or negotiations
and the nature and extent of the  taking,  damage or sale which has  resulted or
might result therefrom, as the case may be, and Beneficiary shall have the right
to participate  in such  proceedings  or  negotiations.  Should any of the Trust
Property be taken or damaged by exercise of the power of condemnation or eminent
domain, or be sold by private sale in lieu or in anticipation  thereof,  Trustor
does hereby irrevocably  assign, set over and transfer to Beneficiary any award,
payment or other consideration for the property so taken,  damaged or sold. Such
award, payment or consideration shall, at Beneficiary's option, be applied first
to the payment of all costs and expenses  incurred by  Beneficiary  in obtaining
and  preserving  such  award,   payment  or   consideration,   and  second,   at
Beneficiary's option, either to the reduction of the indebtedness hereby secured
by application thereof to said indebtedness,  in any order which Beneficiary may
determine,  whether then due and payable or not, without reinvestment charge, or
to the restoration or repair of the Trust Property,  without  affecting the lien
of this Deed of Trust or the obligations of Trustor hereunder.

If (a) an Event of  Default  then  exists  hereunder,  or (b)  Trustor  does not
promptly and in good faith compromise,  settle and collect all awards,  payments
or  consideration  for the property so taken,  damaged or sold,  Beneficiary  is
authorized,  at its  option,  in the  name of  Trustor  or in its own  name,  to
compromise,   settle,   collect  and   receipt  for  all  awards,   payments  or
consideration for the property so taken, damaged or sold. The amount of any such
compromise  or  settlement  shall always be subject to  Beneficiary's  approval.
Trustor  agrees  to pay all  costs  and  expenses  incurred  by  Beneficiary  in
connection therewith, including court costs and attorneys' fees (prior to trial,
at trial and on  appeal),  on demand,  which  costs and  expenses  shall also be
secured  hereby and shall bear  interest from the date paid at the Default Rate,
but Beneficiary shall not be liable to Trustor for any failure by Beneficiary to
collect or to  exercise  diligence  in  collecting  any such  award,  payment or
consideration.

Interest upon the entire  indebtedness  secured  hereby shall continue until any


                                       22
<PAGE>

such award,  payment or  consideration is received and applied by Beneficiary to
said indebtedness,  and, pending a decision as to the proper application of said
award, payment or consideration,  and pending the completion of any such repairs
or restoration,  Beneficiary shall not be liable for interest  thereon.  Trustor
will,  in good faith and with due  diligence,  file and  prosecute  what  would,
absent  this  assignment,   be  its  claims  for  any  such  award,  payment  or
consideration  and  will  cause  the  same  to be  collected  and  paid  over to
Beneficiary.  If  Beneficiary  elects  to  apply  any  such  award,  payment  or
consideration  to the restoration or repair of the Trust Property,  it shall not
be  liable  to  supervise  such  restoration  or  repair  or  to  supervise  the
disbursement  of  such  award,  payment  or  consideration  therefor,  but  such
disbursement shall proceed in a manner acceptable to Beneficiary, which shall be
similar to the manner in which major  national  banks permit  construction  loan
advances,  and which shall be designed to include reasonable  controls to assure
that such  restoration  or repair will be promptly  completed  in a  workmanlike
manner and paid for in full, free of mechanics'  liens.  In such event,  Trustor
shall deposit with  Beneficiary,  prior to commencing  any such  restoration  or
repair,  the  amount,  if any, by which the cost of such  restoration  or repair
exceeds  the amount of such award,  payment or  consideration,  which  deposited
amount shall be disbursed to pay costs of such  restoration  or repair prior to,
and in the same  manner as, such award,  payment or  consideration.  Any surplus
which may remain after payment of all costs of restoration or repair may, at the
option of  Beneficiary,  be  applied in  reduction  of the  indebtedness  hereby
secured,  in any order which Beneficiary may determine,  whether then matured or
to mature in the future,  without reinvestment charge, or be paid to Trustor, as
its  interest  may  appear,  the  choice  of  application  to be  solely  at the
discretion of Beneficiary.

                                   ARTICLE III
                          DEFAULT AND REMEDIES THEREFOR

Section  III.1.  Events of Default.  If any one or more of the following  events
(herein referred to as "Events of Default") shall occur:

(a)      Default in the payment of any payment of principal, interest and/or any
         other sum of money  required to be paid  pursuant to the Note,  to this
         Deed of Trust, to any other instrument  securing the Note, to any Lease
         or to the Commitment,  as and when due;  provided,  however,  that with
         respect  to  any  amount  or sum  due to  Beneficiary  as a  result  of
         Beneficiary  having made an advance on behalf of Trustor which is to be
         reimbursed by Trustor to  Beneficiary,  a default will not be deemed to
         have occurred until  Beneficiary has given written notice to Trustor of
         such advance, and Trustor has not fully reimbursed Beneficiary together
         with any interest as is required to be paid  thereon,  within three (3)
         business days of the date of such notice; or

(b)      Default by Trustor under any term,  covenant or condition  contained in
         Section 1.7, 1.8 or Section 1.12 of this Deed of Trust; or

(c)      Default by Trustor  under any term,  covenant or condition of this Deed
         of Trust,  of the Note, of any Other Loan Document,  of any Lease or of


                                       23
<PAGE>

         the Commitment,  other than a default  described in Subsections (a) and
         (b) above, which default shall not be remedied within fifteen (15) days
         after  notice  thereof  by  Beneficiary,or  such  longer  period  as is
         reasonably required, not to exceed thirty (30) days, provided that such
         default  is  capable  of cure  other  than by the  payment of money and
         further  provided that Trustor is diligently  prosecuting  such cure to
         completion; or

(d)      Any  representation  or warranty made by or on behalf of Trustor or any
         Guarantor  or any Member to  Beneficiary  in  connection  with the loan
         secured hereby proves to be untrue in any material respect; or

(e)      Trustor or any Guarantor shall commit an act of bankruptcy,  shall file
         a voluntary  petition  in a  bankruptcy,  reorganization,  composition,
         readjustment,  arrangement,  insolvency,  liquidation,  dissolution  or
         similar  proceeding  under  any  present  or  future  statute,  law  or
         regulation,  shall consent to voluntary or involuntary  adjudication in
         bankruptcy or to  reorganization,  or shall be adjudicated  bankrupt or
         insolvent under any applicable law or laws, or admits,  in writing,  to
         having become insolvent or to be unable to pay its debts as they become
         due,  or becomes  unable to pay its debts as they  mature,  or makes an
         assignment  for  the  benefit  of  its  creditors,   or  is  dissolved,
         liquidated,  terminated  or  merged,  or if it  applies  for,  or if it
         consents  to, the  appointment  of a trustee or receiver  for the Trust
         Property or for any portion of its assets; or

(f)      A trustee or receiver is appointed for the Trust Property, for Trustor,
         for  any  Guarantor  or for  any  portion  of any of  Trustor's  or any
         Guarantor's  assets,  or  an  involuntary  petition  in  bankruptcy  or
         insolvency  is  filed  against  Trustor  or any  Guarantor,  and is not
         discharged or dismissed  within thirty (30) days after such appointment
         or filing; or

(g)      Any judgment is entered in any court  against  Trustor or any Guarantor
         and is not  satisfied in full within  thirty (30) days after all rights
         to  appeal  from the same have  expired,  or any writ of  execution  or
         attachment or similar  process is issued or levied  against any part of
         the Trust Property or any interest therein; or

(h)      Default by any Guarantor under any term, covenant,  or condition of the
         Guaranty  executed by them dated as of the date hereof,  which  default
         shall have extended beyond any period of grace provided therein;

then, in any such case,  Beneficiary may, at its option, without notice, declare
the  principal of and the accrued  interest on the Note,  and all sums  advanced
hereunder, with interest thereon, to be forthwith due and payable, and thereupon
the Note and all other indebtedness secured hereby, including both principal and
all unpaid  interest  accrued  thereon,  including all  applicable  late payment
charges and reinvestment  charges, and including all sums advanced hereunder and
interest  thereon,  shall be and  become  immediately  due and  payable  without
presentment, demand or notice of any kind. Time is of the essence hereof.

                                       24
<PAGE>

Section III.2.  Remedies.  In the event of the happening of an Event of Default,
or in case the  principal of the Note shall have become due and payable in full,
whether  by lapse of time or by  acceleration,  then and in every  such case the
holder of the Note may, at its option,

(a)      Proceed to protect  and enforce its rights by a suit or suits in equity
         or at law for the  specific  performance  of any  covenant or agreement
         contained herein, in the Note or in any Other Loan Document,  or in aid
         of the  execution  of any  right,  power or remedy  herein  or  therein
         granted,  or for the foreclosure of this Deed of Trust, or for damages,
         or to collect the indebtedness  secured hereby,  or for the enforcement
         of any other  appropriate  legal,  equitable,  statutory or contractual
         remedy,  and shall be  entitled  to the  appointment  of a receiver  to
         operate and protect the Trust  Property and to collect  rents due under
         any Lease, and/or

(b)      (1) cause Trustee to sell the Trust  Property,  and all estate,  right,
         title and interest,  claim and demand therein,  and right of redemption
         thereof,  in such order as Beneficiary  may choose,  all, in accordance
         with applicable  law, or (2) institute  proceedings for the complete or
         partial  foreclosure  of the lien of this Deed of Trust  upon the Trust
         Property as a mortgage,  in either case,  Trustor to remain  liable for
         any  deficiency,  if permitted  by law, and to the extent  permitted by
         Section 4.11 of this Deed of Trust.

         Any such sale or sales  made  under  this Deed of Trust,  whether  made
         under  the  power of sale  herein  granted  or under  or by  virtue  of
         judicial  proceedings  or of a judgment  or decree of  foreclosure  and
         sale, shall operate to divest all the estate,  right, title,  interest,
         claim and demand whatsoever, whether at law or in equity, of Trustor in
         and to the  properties and rights so sold, and shall be a perpetual bar
         both at law and in  equity  against  Trustor  and  against  any and all
         persons  claiming or who may claim the same,  or any part thereof from,
         through or under Trustor.

Further, the holder of the Note, in exercising its rights hereunder,  shall also
have, without limitation, all of the rights and remedies provided by the Arizona
Uniform  Commercial  Code,  including  the right to  proceed  under the  Arizona
Uniform  Commercial  Code  provisions  governing  default  as to  any  fixtures,
equipment,  instruments, general intangibles,  accounts, contract rights, claims
or personal  property  which may be included in or related to the Trust Property
and as to any deposits,  policies, unearned premiums, proceeds, awards, payments
or  consideration   assigned  to  Beneficiary  as  further  security  hereunder,
separately from the real estate included in the Trust Property, or to proceed as
to any or all of such  property in  accordance  with its rights and  remedies in
respect of said real estate. If Beneficiary  should elect to proceed  separately
as to any such  property,  Trustor  agrees to make such  property  available  to
Beneficiary at a place or places reasonably  acceptable to Beneficiary,  and, if
any notification of intended  disposition of any of such property is required by
law, such notification  shall be deemed  commercially  reasonable and reasonably
and properly given if mailed at least ten (10) (days before such  disposition in
the manner below provided.

                                       25
<PAGE>

Section III.3. Purchase by Beneficiary.  In case of any sale of any of the Trust
Property  pursuant  to the power of sale  contained  herein or  pursuant  to any
judgment or decree of any court or otherwise in connection  with the enforcement
of any of the  terms of this  Deed of  Trust,  Beneficiary,  its  successors  or
assigns, may become the purchaser, and, for the purpose of making settlement for
or payment of the purchase price,  shall be entitled to turn in and use the Note
and any claims for interest accrued and unpaid thereon, late payment charges and
reinvestment charges,  together with additions to the debt accrued, and interest
thereon,  if any, in order that there may be  credited  as paid on the  purchase
price,  at  Beneficiary's  option,  any sum then due hereunder  and/or under the
Note,   including   principal  and  interest  thereon,   late  payment  charges,
reinvestment  charges,  and any accrued  additions to the deed of trust debt and
interest thereon, or any portion thereof.

Section III.4. Trustee's Sale. In the event Beneficiary elects to have the Trust
Property sold under the Trustee's  power of sale,  Beneficiary  shall deliver to
Trustee written notice of the breach and the nature thereof, and of its election
to  cause  the  Trust  Property  to be sold  by  Trustee  at one or more  sales.
Thereafter,  Trustee  shall  sell,  after  giving  proper  notice in the  manner
required  by law,  the Trust  Property  at public  auction at the time and place
fixed by it in the notice of Trustee's  sale, to the highest  bidder for cash in
lawful money of the United States,  payable in accordance with law.  Trustee may
postpone or continue  the sale from time to time in the manner  provided by law.
Trustee shall deliver to the purchaser its deed conveying the property sold, but
without any covenant or  warranty,  express or implied.  Any persons,  including
Trustor, Trustee or Beneficiary, may purchase at the sale.

Section III.5. Remedies Cumulative. Each and every right, power or remedy herein
specifically  given  shall be  cumulative  with and in  addition  to every other
right, power or remedy,  express or implied,  given or now or hereafter existing
at law,  in  equity,  by  statute,  in the Note,  herein  or in any  Other  Loan
Document,  and each and every right, power and remedy herein  specifically given
or otherwise so existing may be exercised concurrently or separately,  from time
to time, as often and in such order as may be deemed expedient by Beneficiary or
the holder of the Note, and the exercise or the beginning of the exercise of one
right,  power or remedy shall not be deemed a waiver of the right to exercise at
the same  time or  thereafter  any other  right,  power or  remedy.  No delay or
omission of Beneficiary in the exercise of any such right, power or remedy shall
impair any such right,  power or remedy or any other  right,  power or remedy of
Beneficiary  or be  construed  to be a waiver  of any  default  or  acquiescence
therein.  Beneficiary shall have all rights, powers and remedies available under
the law in effect now and/or at the time such  rights,  powers and  remedies are
sought to be enforced, whether or not they are available under the law in effect
on the date hereof.

Section  III.6.  Use of Proceeds.  The purchase money proceeds and avails of any
trustee's sale or foreclosure  sale of the Trust Property,  or any part thereof,
and the  proceeds  and  avails  of any  other  remedy  hereunder,  unless to the
contrary provided by Section 1.13 hereof,  shall, to the extent not inconsistent
with the provisions of the law, be paid and applied as follows:

                                       26
<PAGE>

(a)      First, to the payment of costs,  charges and expenses of such trustee's
         sale or  foreclosure  proceedings  and sale and of all proper  expenses
         (including  court costs and maximum  attorneys' fees permitted by law),
         liabilities  and advances  incurred or made in connection  therewith or
         otherwise  incurred or made hereunder by Beneficiary,  and to reimburse
         Beneficiary  for  payment of all  Impositions,  Liens and  encumbrances
         superior  to the  lien  of  these  presents  which  have  been  paid by
         Beneficiary;

(b)      Second,  to the  payment to  Beneficiary  of the amount  then owing and
         unpaid under the Note and this Deed of Trust for  principal,  interest,
         advances and interest  thereon,  reinvestment  charges and late payment
         charges and, in case any such proceeds shall be insufficient to pay the
         whole  amount so due,  then to the  payment  of such items in any order
         determined by Beneficiary; and

(c)      Third, any excess to be paid to Trustor,  its successors or assigns, or
         to whomsoever may be lawfully entitled to receive the same.

Trustee  waives  the  right to  elect to  deposit  the  balance  (if any) of the
proceeds  of the sale with the clerk of superior  court,  as provided in Arizona
Revised  Statutes  Section  33-812,  except as to that portion  remaining  after
payment  of the  costs  and  expenses  of the sale,  including  attorneys'  fees
incurred by Beneficiary and Trustee,  payment of the secured  indebtedness,  and
all other obligations provided in this Deed of Trust.

Section III.7. Restoration.  In case Beneficiary shall have proceeded to enforce
any right, remedy or power under this Deed of Trust by foreclosure,  sale, entry
or otherwise, and such proceedings shall have been discontinued or abandoned for
any reason or shall have been determined  adversely to Beneficiary,  then and in
every such case  Trustor  and  Beneficiary  shall be  restored  to their  former
positions  and rights  hereunder  with  respect to the Trust  Property,  and all
rights,  remedies  and powers of  Beneficiary  shall  continue in full force and
effect as if no such proceedings had been initiated.

Section  III.8.  Proof of Claim.  In the case of any  receivership,  insolvency,
bankruptcy, reorganization, arrangement, readjustment, composition, dissolution,
liquidation,  termination or other judicial  proceedings  affecting Trustor, its
creditors or its property, Beneficiary, to the extent permitted by law, shall be
entitled to file such proofs of claim and other documents as may be necessary or
advisable in order to have its claims allowed in such proceedings for the entire
amount  due and  payable  under the Note,  this Deed of Trust and any Other Loan
Document, at the date of institution of such proceedings, and for any additional
amounts  which may become due and payable  hereunder and  thereunder  after such
date, including but not limited to Beneficiary's costs,  expenses and attorneys'
fees incurred in connection therewith.

Section III.9.  Marshaling of Assets.  Trustor,  for itself and on behalf of all
persons,  parties and entities which may claim under Trustor,  hereby waives all
requirements of law relating to the marshaling of assets, if any, which would be
applicable in connection with the enforcement by Beneficiary of its remedies for


                                       27
<PAGE>

an Event of Default hereunder, absent this waiver.

Section III.10.  No Waiver.  No waiver of any provision  hereof shall be implied
from the conduct of the parties.  Any such waiver must be in writing and must be
signed by the party  against  which such  waiver is sought to be  enforced.  The
waiver or release by Beneficiary of any breach of the provisions,  covenants and
conditions  set forth  herein on the part of  Trustor  to be kept and  performed
shall not be a waiver or release of any other breach, preceding, contemporaneous
or  subsequent,  of the  same or any  other  provision,  covenant  or  condition
contained  herein.  The  subsequent  acceptance  of any  sum in  payment  of any
indebtedness  secured  hereby or any  other  payment  hereunder  by  Trustor  to
Beneficiary  shall not be construed  to be a waiver or release of any  preceding
breach by Trustor of any provision, covenant or condition of this Deed of Trust,
other  than the  failure  of  Trustor  to pay the  particular  sum so  accepted,
regardless of  Beneficiary's  knowledge of such preceding  breach at the time of
acceptance of such payment. No payment by Trustor or receipt by Beneficiary of a
lesser  amount than the full amount  secured  hereby shall be deemed to be other
than on account of the sums due and payable hereunder, nor shall any endorsement
or  statement  on any check or any letter  accompanying  any check or payment be
deemed an accord  and  satisfaction,  and  Beneficiary  may  accept any check or
payment without prejudice to Beneficiary's  right to recover the balance of such
sums or to pursue any other remedy  provided in this Deed of Trust.  The consent
by  Beneficiary  to any  matter  or  event  requiring  such  consent  shall  not
constitute a waiver of the necessity for such consent to any  subsequent  matter
or event.

                                   ARTICLE IV
                                  MISCELLANEOUS

Section  IV.1.  Successors  and Assigns.  Whenever any of the parties  hereto is
referred  to,  such  reference  shall be  deemed  to  include  and  apply to the
successors and assigns of such party,  subject to the provisions of Section 1.12
hereof; and all covenants, promises and agreements by or on behalf of Trustor in
this Deed of Trust  contained  shall bind  Trustor and also its  successors  and
assigns and shall inure to the benefit of  Beneficiary  and its  successors  and
assigns,  whether elsewhere herein so expressed or not. All  representations and
warranties  contained  herein or  otherwise  heretofore  made by  Trustor or any
Guarantor or Member,  to  Beneficiary  shall  survive the execution and delivery
hereof.  The  singular of all terms used herein  shall  include the plural,  the
plural  shall  include  the  singular,  and the use of any gender  herein  shall
include all other genders, where the context so requires or permits.

Section IV.2. Severability.  The unenforceability or invalidity of any provision
or provisions of this Deed of Trust as to any persons or circumstances shall not
render that  provision nor any other  provision or provisions  herein  contained
unenforceable  or invalid  as to any other  persons  or  circumstances,  and all
provisions  hereof,  in all other respects,  shall remain valid and enforceable.
Beneficiary shall be subrogated for further security to the lien, whether or not
released of record,  of any and all encumbrances paid out of the proceeds of the
Note or out of any advances made by Beneficiary hereunder.

                                       28
<PAGE>

Section IV.3. Notices. All notices and elections provided for herein shall be in
writing and shall be deemed to have been given (unless otherwise required by the
specific provisions hereof or by law in respect to any matter) when deposited in
the United  States mail,  registered  or certified,  return  receipt  requested,
postage prepaid, addressed as follows:

         If to Trustor:                     CASA ENCANTA COMMERCIAL, L.L.C.
                                            4614 S. Kachina Drive
                                            Tempe, Arizona  85282
                                            Attn:  Norman Andrus


         If to Beneficiary:                 COMMERCIAL ASSETS, INC.
                                            3410 South Galena Street
                                            Denver, Colorado 80231
                                            Attn: Terry Considine

or  addressed  to any such  party at such  other  address  as such  party  shall
hereafter furnish by written notice to the other party hereto, at least ten (10)
days prior to the effective date of said change in address.

Section IV.4. Obligation to Defend. Trustor, at its sole cost and expense, shall
appear in and defend any  dispute,  action,  suit or  proceeding  purporting  to
relate to or affect the Note or the security therefor, including but not limited
to this Deed of Trust. If any action or proceeding  relating to or affecting the
Note,  this Deed of Trust or the Trust Property is commenced or  threatened,  to
which action or proceeding  Beneficiary is made a party,  or in which it becomes
necessary or desirable,  in Beneficiary's  opinion,  to defend or uphold,  or to
consider  defending or upholding,  the lien of this Deed of Trust, or to protect
the Trust Property or any part thereof,  or to exercise,  or to obtain the right
to exercise,  any of Beneficiary's rights and remedies hereunder,  Including any
foreclosure or commencement of foreclosure  proceedings or probate,  bankruptcy,
insolvency,  arrangement,  reorganization or other debtor-relief proceedings, or
with respect to which Beneficiary  otherwise incurs costs or expenses,  all sums
paid by  Beneficiary in order to determine the merits  thereof,  to establish or
defend the rights and liens of this Deed of Trust, to protect the Trust Property
or any part thereof, and to exercise, or to obtain the right to exercise, any of
Beneficiary's  rights and  remedies  hereunder,  and/or  otherwise  incurred  by
Beneficiary in connection  therewith (including  reasonable  attorneys' fees and
costs and allowances  prior to trial, at trial and on appeal),  and whether suit
be brought or not, and whether or not  Beneficiary  prevails  therein,  shall be
paid, upon demand, to Beneficiary by Trustor,  together with interest thereon at
the Default  Rate from the date paid,  and any such sum or sums shall be secured
hereby.

Section IV.5. Modification. In the event Beneficiary (a) grants any extension of
time or forbearance with respect to the payment of any  indebtedness  secured by
this Deed of Trust;  (b) takes  other or  additional  security  for the  payment
thereof;  (c) waives or fails to  exercise  any right,  power or remedy  granted


                                       29
<PAGE>

herein,  in the Note or in any other  document  which  secures  or refers to the
Note; (d) grants any release, with or without consideration, of the whole or any
part of the security for the payment of the  indebtedness  secured hereby or the
release of any person,  party or entity liable for payment of said indebtedness;
and/or (e) amends or modifies  in any  respect  any of the terms and  provisions
hereof,  of the Note  (including  substitution  of another note) or of any Other
Loan Document;  then,  and in any such event,  such act or omission to act shall
not release Trustor under any covenant of this Deed of Trust or of the Note, nor
preclude  Beneficiary  from exercising any right,  power or privilege  herein or
therein  granted or intended  to be granted,  and shall not in any way impair or
affect the lien or priority of this Deed of Trust.  In the event any  additional
real property,  improvements,  leases,  fixtures or personal property not herein
specifically  identified  shall be or become a part of the Trust Property,  then
this Deed of Trust shall immediately  attach to and constitute a lien against or
security interest in such additional items, as appropriate,  without further act
or deed of either party hereto.

Section  IV.6.   Governing  Law.  This  instrument  shall  be  governed  by  and
interpreted in accordance with the laws of the State of Arizona.  Trustor agrees
to pay an effective  rate of interest  which is the stated rate  provided for in
the Note plus any  additional  rate of  interest  resulting  from any charges of
interest or in the nature of interest paid or to be paid in connection  with the
loan evidenced thereby,  including without limitation, all amounts paid by or on
behalf of  Trustor  to  Beneficiary  pursuant  to the  terms of the  Commitment.
Notwithstanding any provision herein, in the Note or in any Other Loan Document,
the total  liability  for  payments  in the  nature of  interest  hereunder  and
thereunder  shall not exceed  interest at the maximum rate permitted by the laws
of the State of Arizona on the  indebtedness  secured  hereby,  if any,  and any
amounts paid in excess of said  maximum  rate shall be refunded to Trustor,  and
Trustor hereby agrees to accept such refund.  This instrument shall be construed
in accordance with its intent and with the fair meaning of its  provisions,  and
without  regard to any  presumption  on other rule of  interpretation  requiring
construction thereof against the party which caused the same to be drafted.

Section  IV.7.  Execution  in  Counterparts.  This Deed of Trust may be executed
simultaneously  in two  (2) or  more  identical  counterparts.  each  of  which,
standing alone, shall be an original,  but all of which shall constitute but one
(1) agreement.

Section IV.8. Fixture Filing Statement.  This instrument shall be deemed to be a
Fixture Financing Statement within the meaning of the Arizona Uniform Commercial
Code:

a.       Name and address of Debtor        CASA ENCANTA COMMERCIAL, L.L.C.
                                           4614 S. Kachina Drive
                                           Tempe, Arizona  85282
                                           Attn:  Norman Andrus

                                       30
<PAGE>

b.       Name and address of               COMMERCIAL ASSETS, INC.
         Secured Party:                    3410 South Galena Street
                                           Denver, Colorado  80231
                                           Attn:  Terry Considine




c.       Description of the types          See page 2 above.
         (or items) of property
         covered by this Financing
         Statement:

d.       Description of real estate        See Exhibit A hereto.
         to which the collateral is
         attached or upon which it
         is or will be located:

Some of the  above-described  collateral  is or is to become  fixtures  upon the
above-described  real estate,  and this  Financing  Statement is to be filed for
record in the public real estate records.

Section IV.9. Notice to Trustor. The undersigned Trustor requests that a copy of
any notice of sale be mailed to it at its mailing address, as set forth above.

Section IV.10.  Accurate  Reflection of Agreements.  Trustor hereby acknowledges
and agrees that the Note, the Commitment and the Other Loan Documents accurately
reflect the agreements and understandings of the parties thereto with respect to
the subject matter  thereof,  and hereby waives any claims  against  Beneficiary
that Trustor may now have or may hereafter acquire to the effect that the actual
agreements and understandings of the parties to the Note, the Commitment and the
Other Loan  Documents,  with respect to the subject matter  thereof,  may not be
accurately set forth in the Note, the Commitment and the Other Loan Documents.

Section IV.11.  Descriptive  Headings.  The descriptive  headings of the several
sections  of this Deed of Trust are  inserted  for  convenience  only and do not
constitute a part of this Deed of Trust.

                                    ARTICLE V
                       OTHER DUTIES AND RIGHTS OF TRUSTEES

Section  V.1.  Trustee  Compensation.  Trustee  shall be entitled to  reasonable
compensation   for  all   services   rendered  or   expenses   incurred  in  the
administration  or  execution  of the  trust  created  by this Deed of Trust and
Trustor agrees to pay the same,  subject to all statutory  limitations.  Trustee
and Beneficiary  shall be  indemnified,  held harmless and reimbursed by Trustor
for any liability, damage or expense, including attorneys' fees and amounts paid
in settlement, that either or both of them may incur or sustain in the execution


                                       31
<PAGE>

of this  Deed of Trust,  or in the doing of any act that  either or both of them
are required or permitted to do by the terms of this Deed of Trust or by law.

Section  V.2.  Fees.  For any  statement  requested  by  Trustor  regarding  the
obligations secured, the ownership of the Trust Property, the liens on the Trust
Property,  the amounts  held in any  impound or reserve  fund  established,  the
amount required to reinstate the Deed of Trust or similar  matters,  Beneficiary
or Trustee  may  charge a  reasonable  fee,  not to exceed  the  maximum  amount
permitted by law at the time of the request.

Section V.3.  Trustee's  Powers.  At any time or from time to time, upon written
request of Beneficiary,  without affecting the personal  liability of any person
for payment of the secured indebtedness,  and without affecting the security for
the full amounts secured by this Deed of Trust, Trustee may:

(a)      Release and reconvey all or any part of the Trust Property;

(b)      Consent to the making and recording,  or either,  of any map or plat of
         all or part of the Trust Property;

(c)      Join in granting any easement on the Trust Property; or

(d)      Join  in or  consent  to  any  extension  agreement  or  any  agreement
         subordinating  the lien,  encumbrance or charge created by this Deed of
         Trust.

Section V.4.  Successor Trustee.  Beneficiary may, in its discretion,  appoint a
successor  trustee  in the  manner  prescribed  by law.  Trustee  may  resign by
recording  a notice  of  resignation  and by  mailing  or  delivering  notice of
resignation to Beneficiary and to Trustor in the manner  prescribed by law. Upon
Trustee's  resignation,  Beneficiary  may  appoint a  successor  trustee,  which
appointment  shall  constitute  a  substitution  of trustee upon the mailing and
recording of written notice by  Beneficiary in the manner  prescribed by law for
the  substitution  of a trustee of a deed of trust.  A successor  trustee shall,
without   conveyance   from  the  predecessor   trustee,   succeed  to  all  the
predecessor's title, estate, rights, powers and duties.

Section  V.5.  Acceptance.  Trustee  accepts this Trust when this Deed of Trust,
duly  executed  and  acknowledged,  is made a public  record as provided by law.
Trustee is not  obligated  to notify any party of a pending sale under any other
deed of trust or of any action or proceeding in which  Trustor,  Beneficiary  or
Trustee shall be a party, unless brought by Trustee.

Section V.6. Costs.  Trustor shall pay all costs, fees and expenses of this Deed
of Trust, including,  without limiting the generality of the foregoing, the fees
of Trustee for issuance of any deed of partial release and partial  reconveyance
or deed of release and full  conveyance.  Trustor shall pay all lawful  charges,
costs and expenses,  including  charges for the preparation of title reports and
attorneys'  fees  incurred  by  Beneficiary   and  Trustee,   in  the  event  of


                                       32
<PAGE>

reinstatement  of this Deed of Trust  following  default in the  performance  of
Trustor's obligations. Notwithstanding any other provision hereof, the foregoing
obligations  shall be subject to any statutory  limitation on the amount of such
fees and costs.

                                   ARTICLE VI
                          CONTINGENT INTEREST AGREEMENT
                            SECURED BY DEED OF TRUST

         Trustor  further agrees and promises to pay to the order of Beneficiary
such amounts as hereinafter described as "Additional Interest," which Additional
Interest  shall be in addition  to and not in  substitution  for all  principal,
interest and other charges  payable by Trustor under the Note and any other sums
payable by Trustor to Beneficiary. The obligation to pay the Additional Interest
shall continue notwithstanding the payment in full of the Note. (For convenience
all of the  foregoing  together  with  this  Deed of Trust  and the  Other  Loan
Documents   shall   hereinafter   collectively  be  referred  to  as  the  "Loan
Documents.")

         1.  Definitions.  As used in this Article  certain terms shall have the
meanings hereinafter set forth:

                  "Affiliate"  shall mean any  Person  directly  or  indirectly,
through one or more intermediaries,  controlling,  controlled by or under common
control with the Person in question,  which,  in the case of a Person which is a
partnership,  shall include each of the constituent  partners thereof.  The term
"control," as used in the immediately preceding sentence, means, with respect to
a  Person  that  is a  corporation,  the  right  to the  exercise,  directly  or
indirectly,  of more than 50% of the voting rights attributable to the shares of
the  controlled  corporation,  and,  with  respect  to a  Person  that  is not a
corporation,  the possession,  directly or indirectly, of the power to direct or
cause the direction of the management or policies of the controlled Person;

                  "Improvements"   shall   mean   those   certain   improvements
constructed upon the Land;

                  "Land" shall mean that certain land  encumbered by the Deed of
Trust as of the date hereof;

                  "Leases" shall mean all leases and occupancy  agreements,  and
all  amendments and  extensions  and renewals  thereof or thereto,  covering any
portion of the Property;

                  "Lessees"  shall mean all lessees (or  permitted  assignees or
subtenants at any level thereof) under Leases and all other tenants or occupants
of any portion of the Property;

                  "Non-Qualified  Income"  shall mean any income or revenue that
would not be treated as "rents from real property" within the meaning of Section
856(d) of the Internal  Revenue Code of 1986, as amended,  (the "Code"),  or any
successor  provision thereto,  if it were derived by an entity treated as a real


                                       33
<PAGE>

estate investment trust within the meaning of the Code.

                  "Person" shall mean an individual,  partnership,  corporation,
trust, unincorporated association, or other entity or association;

                  "Property"  shall mean the Land and the  Improvements  located
thereon, collectively; and

         2. Definition of Additional Interest. Trustor shall pay to Beneficiary,
in addition to the  principal,  interest  and other  charges  payable by Trustor
under  the  Note and all  other  sums  payable  by  Trustor  to  Beneficiary  as
additional interest on the Loan ("Additional Interest"), at the times and in the
manner set forth below in lawful money of the United States,  an amount equal to
the Additional  Interest Amount (as defined  hereinbelow)  and to the Contingent
Profits Interest (as defined hereinbelow).

                  (a)  "Additional  Interest  Amount"  shall mean fifty  percent
(50%) of the Net Revenues (as herein defined).

                  (b) "Contingent  Profits  Interest" shall mean an amount equal
to fifty percent (50%) of the Net Sales Profits (as hereinafter defined).

                  (c) Trustor  acknowledges  that Trustor and  Beneficiary  have
conferred  specifically  concerning the  contingent and uncertain  nature of the
Additional  Interest Amount and the Contingent Profits Interest and that Trustor
and  Beneficiary  understand  and agree  that the  Additional  Interest  Amount,
Contingent Profits Interest and each element thereof payable as a result of this
Agreement is speculative in nature,  and both the payment and amount, if any, of
each  element  of the  Additional  Interest  Amount and the  Contingent  Profits
Interest  is  dependent  on a  number  of  contingencies  which  are not  within
Beneficiary's control.

                  (d) Notwithstanding  anything herein to the contrary,  neither
Net Revenues nor Net Sales Profits shall include any Non-Qualified Income.

         3.  Definition of Gross Revenues.  For purposes of this Agreement,  the
term "Net Revenues" shall mean: (i) all gross proceeds,  income,  rents, issues,
profits, revenues and consideration,  of whatever form or nature, received by or
paid  to or for the  account  or  benefit  of  Trustor,  its  officers,  agents,
employees,  members,  managers or shareholders or any Affiliate of Trustor, from
any and all sources, resulting from or attributable to the ownership, operation,
leasing,  occupancy  or use of the Property  arising  during the period from the
date of this Agreement and  distributed  to Trustor;  less (ii) all ordinary and
necessary  expenditures  of operating  cash flow, for operating  expenses,  real
estate taxes and  assessments,  insurance  premiums,  regularly  scheduled  debt
service  payments  of  interest  and/or  principal,   and,  if  pre-approved  by
Beneficiary in writing, capital improvements;  all as determined on the basis of
sound cash basis accounting practices applied on a consistent basis.

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<PAGE>

         Notwithstanding  anything  included within the above definition of "Net
Revenues," there shall be excluded from Net Revenues:  (1) any security or other
deposits  of the  Lessee  under any  Lease,  unless  and until  such  deposit or
deposits are actually  applied to rent owing under said Lease;  (2) the proceeds
of any  financing  or  refinancing,  with  respect  to all  or any  part  of the
Property;  and (3) the  proceeds  of any  sale or other  disposition  (excluding
Leases for occupancy purposes only), of all or any portion of the Property.

         It is  understood  and  agreed  that  no  income  or  expense  used  in
calculating Gross Revenues shall be used in calculating Net Sales Profits.

         4. Definition of Net Sales Profits.  As used herein "Net Sales Profits"
shall mean the "Gross Sales Refinancing  Proceeds" (as hereinafter defined) from
the sale or refinancing of the Property minus the sums of (a) "Approved  Closing
Costs" (as  hereinafter  defined) and (b) "Approved  Deductions" (as hereinafter
defined).

                  (a)  "Gross  Sales  Refinancing  Proceeds"  shall  mean  gross
proceeds of whatever form or nature,  including without  limitation (i) cash and
the cash  equivalent  of the fair  market  value of any  non-cash  consideration
received in lieu of cash  (including  the present value of any  promissory  note
received  as  part  of  the  proceeds  of  the  sale,  transfer,  conveyance  or
refinancing of the Property,  such present value to be determined by Beneficiary
in its  reasonable  discretion),  payable  directly or  indirectly to or for the
benefit  or  account  of  the  Trustor,  its  officers,   agents,  employees  or
shareholders,  or any  Affiliate  of Trustor  from or with  respect to the sale,
transfer or  conveyance  of the  Property  (provided,  nothing  herein  shall be
construed  to  authorize  Trustor  to accept any  consideration  other than cash
consideration  in connection  with the sale of the Property) and (ii)  including
with respect to a  condemnation  or taking in eminent  domain of any part of the
Property or any interest  therein,  or a conveyance in lieu thereof,  the entire
condemnation  award or  compensation  payable in connection  with such taking or
conveyance  (including without limitation any amounts  attributable to the value
of any unexpired Lease which are otherwise payable to an Affiliate of Trustor or
any of  Trustor's  officers,  agents,  employees  or  shareholders),  and  (iii)
including  in the case of any  damage  or  injury  to the  Property  covered  by
insurance,  in the  event  Beneficiary  does not  elect to allow  any  insurance
payments, awards, proceeds, compensation claims or recovery related thereto (the
"Insurance  Proceeds") to be applied to the restoration of the Property pursuant
to the  provisions  of Section  1.8 of the Deed of Trust,  but rather  elects to
apply the same to the payment or prepayment of the indebtedness secured thereby,
any and all  Insurance  Proceeds  with  respect to such  damage or injury to the
Property,  whether direct or consequential.  Trustor agrees that any refinancing
shall be limited in the amount  sufficient  only to repay the Note and any other
indebtedness  secured by the encumbrance against the Property (which encumbrance
is deemed senior to this Deed of Trust).

                  (b) "Approved  Closing  Costs" shall mean:  (i) costs of title
insurance  premiums,  transfer taxes,  escrow and recording fees and other usual
and ordinary  closing costs which are customarily paid by the seller in Maricopa
County,  in each case  actually  paid or payable by Trustor an  pre-approved  by


                                       35
<PAGE>

Beneficiary in writing (which  approval will not be unreasonably  withheld,  and
(ii) a sales  commission or fee of not to exceed three percent (3%) of the total
purchase price for the Property.

                  (c) "Approved Deductions" shall mean:

                           (1) Principal Indebtedness.  The Principal Balance of
         the Loan, which is $____________ as of the date hereof.

                           (2) Interest Expense.  Interest and any and all other
         amounts  payable  under the Note,  the Deed of Trust,  and/or any other
         agreement or instrument which secures, evidences or refers to the Loan,
         other than Additional Interest arising hereunder,  which has accrued on
         or after the date hereof.

         5. Deposit of  Rents/Reserves.  As long as this  Agreement is in effect
the Trustor covenants,  warrants, and agrees that all Gross Revenues received by
the  Trustor  or  its  officers,  agents,  employees  or  shareholders,  or  any
Affiliate,  shall be deposited with Beneficiary from time to time, upon request,
and shall be pledged as additional security for Trustor's obligations under this
Agreement, the Note and the Deed of Trust. All Gross Revenues shall be used only
for (a) Expenses  unless other uses are approved by the  Beneficiary in writing,
and (b) repayment by the Trustor of the Loan.

         6. Payment of Indebtedness/Additional Interest Upon Sale or Refinance.

                  (a) Upon the sale or  refinance of the  Property,  one hundred
percent  (100%) of the Net Sale  Proceeds (the term "Net Sales  Proceeds"  shall
mean  Gross Sale  Proceeds  less  Approved  Closing  Costs)  shall be applied as
follows:

                           First, to prepay the principal,  interest,  and other
indebtedness  outstanding  under  the  Loan  Documents,  except  for  Additional
Interest,  in such  manner  and in such  order as the  Beneficiary,  in its sole
discretion, may determine.

                           Second,  provided Trustor is not in default under the
Loan Documents to be  reimbursement  of Trustor for any Expense Advances made by
Trustor during the term of this Agreement;

                           Third,  to the  payment of any  Additional  Interest,
including Contingent Profits Interest owing to Beneficiary under this Agreement;
and

                           Fourth,  the  remainder,  if any,  to  Trustor or any
other Person legally entitled thereto.

                  (b) All accrued but unpaid  Additional  Interest  shall be due


                                       36
<PAGE>

and payable upon the occurrence of one or more of the following events:

                           (1) a default  occurs  under  this  Agreement  or the
         Note, the Deed of Trust, or any other Loan Document, which is not fully
         cured within the time, if any, provided for cure herein or therein, and
         Beneficiary  elects  to  accelerate  the  maturity  date of the Note on
         account thereof (hereinafter a "Default"); or

                           (2) the sale or refinance of the Property.

                  (c) Notwithstanding anything contained herein to the contrary,
no Net Sale Proceeds from the sale or refinance of the Property shall be paid to
Trustor until the  outstanding  Principal  Balance of the Note together with all
accrued but unpaid interest thereon,  and all other indebtedness under the Note,
the Deed of Trust,  the Other Loan  Documents  have been paid and  discharged in
full.

         7. Books and Accounting.

                  (a) Fiscal Year  Statements.  Within  fifteen (15) days of the
close of each calendar  month and within sixty (60) days after the close of each
Fiscal  Year of  Trustor  (as  hereinafter  defined)  Trustor  shall  furnish to
Beneficiary  a statement  of  operation of the Property for such month or Fiscal
Year, as the case may be, showing in reasonable  detail and in a format approved
by Beneficiary the Gross  Revenues,  and Net Sales Proceeds for the Property for
such period as well as all data  necessary for the  calculation  of any amounts,
which  statement  shall be certified to by the president of Trustor to have been
prepared in accordance with the terms of this Agreement and to present correctly
in accordance  with such terms the items shown  therein;  and in the case of the
annual statement,  financial statements and schedules, including a balance sheet
and statement of operations  for the Property for such Fiscal Year,  prepared in
accordance  with generally  accepted  accounting  principles  applied on a basis
consistent with past practices and bearing the unqualified  opinion of a firm of
independent certified public accountants  satisfactory to Beneficiary,  covering
the  operations  of the  Property  and  including  also all items  necessary  to
calculate Gross Revenues and Net Sales Proceeds for such Fiscal Year on the cash
basis provided for herein.  Trustor's  "Fiscal Year" shall mean each twelve (12)
month period beginning on January 1, and ending on the next December 31, however
the first Fiscal Year shall end December 31, 1998.

                  (b) Books and Records.  The Trustor shall keep and maintain at
all times at the address of the Trustor  designated  in the Deed of Trust proper
and accurate  books,  records,  and accounts  reflecting all items of income and
expenses in  connection  with (a) the operation of the Property or in connection
with any  services,  equipment  or  furnishings  provided  with  respect to such
operation of the Property,  (b) the sale or refinance of the  Property,  and (c)
such other  information  or data  reasonably  necessary to  calculate  Net Sales
Proceeds and Net Sales Profits.  The  Beneficiary or its designee shall have the
right from time to time at all times  during  normal  business  hours to examine
such books,  records,  and  accounts at the office of the  undersigned,  for the


                                       37
<PAGE>

purpose  of  verifying  the  accuracy  of the  Contingent  Fees paid or  payable
hereunder.

                  (c)   Trustor's   Certificate.   Trustor   shall   supply  the
Beneficiary  with copies of all documents or  instruments  which produce or will
produce Net Sales  Proceeds,  Net Sales Profits as and when executed,  and will,
from time to time, as and when required by the Beneficiary,  prepare and execute
for the benefit of the Beneficiary  certifications as to the timely and accurate
calculation  of the present value of Net Cash Flow Profits and Net Sales Profits
due to the  Beneficiary  as  Additional  Interest,  which  certifications  shall
constitute  representations  which shall survive the reconveyance and release of
any  instrument  securing  this  Agreement  and  repayment  of the  Loan and the
obligations under the Loan Documents.

                  (d) Net Sales Profits Settlement. Within sixty (60) days after
the sale, transfer,  conveyance or refinance of the Property, the Trustor shall,
without expense to the holder hereof, deliver to such holder, a statement of the
actual Net Cost Flow prepared and certified by an independent  public accountant
and  shall  be  prepared  in  accordance  with  generally  accepted   accounting
principles.  If the  Additional  Interest due the holder hereof shall be greater
than that previously  paid to the holder,  the statement shall be accompanied by
payment to the holder of the  difference.  If the  Additional  Interest  due the
holder hereof shall be less than that previously paid to the holder,  the holder
shall pay to the Trustor within thirty (30) days after receipt of such statement
the difference.

         8.  Relationship  to  Beneficiary  and Trustor as Creditors and Debtors
Only. Beneficiary and Trustor intend that the relationship between them shall be
solely that of creditor and debtor.  Nothing  contained in this  Agreement or in
any other  document or instrument  made in connection  with the Loan,  including
without  limitation  Beneficiary's  right to receive Contingent Profits Interest
shall be deemed or construed to create a partnership,  tenancy-in-common,  joint
tenancy,  joint venture or co-ownership  by or between  Beneficiary and Trustor.
Beneficiary shall not be in any way responsible or liable for the debts, losses,
obligations or duties of Trustor with respect to the Property or otherwise.  All
obligations  to  pay  real  property  or  other  taxes,  assessments,  insurance
premiums,  and all other fees and charges arising from the ownership,  operation
or occupancy of the Property and to perform all Leases and other  agreements and
contracts relating to the Property shall be the sole  responsibility of Trustor.
Trustor, at all times consistent with the terms and provisions of this Agreement
and the other  documents  and  instruments  evidencing,  securing  or  otherwise
relating to the Loan, shall be free to determine and follow its own policies and
practices in the conduct of its business on the Property.

         9. Covenant Survival. The covenants and obligations of Trustor pursuant
to this Deed of Trust,  including  without  limitation,  this  Article VI, shall
continue for a period of eleven (11) years after payment in full of the Note.


                                       38
<PAGE>


         IN WITNESS  WHEREOF,  The  undersigned has caused this instrument to be
duly executed as of the day and year first above written.

                                    CASA ENCANTA COMMERCIAL, L.L.C.,
                                    an Arizona limited liability company


                                    By:  /s/ Norman Andrus
                                        --------------------------------
                                    Name:  Norman Andrus
                                    Title: Manager

                                        By:  COMMUNITY ACQUISITION AND
                                             DEVELOPMENT CORPORATION,
                                             a Delaware corporation
                                        Its: Manager

                                             By:  /s/ Joseph W. Gaynor
                                                 ------------------------
                                                  Joseph W. Gaynor
                                                  Its:  President




                                       39
<PAGE>






STATE OF ARIZONA       )
                       )  ss.
County of Maricopa     )

         The foregoing  instrument was  acknowledged  before me this 15th day of
October, 1998, by Norman Andrus, as Manager of CASA ENCANTA COMMERCIAL,  L.L.C.,
an Arizona  limited  liability  company,  and by Joseph W. Gaynor  President  of
Community Acquisition and Development Corporation, as Manager, on behalf of said
entity.


                                                   /s/ Kathleen Little
                                                 -------------------------------
My Commission Expires:                               Notary Public

April 23, 2000




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