<PAGE>COVER
                                                                           UBS

                                   EXHIBIT D-2

                          FORM OF SECOND DEED OF TRUST


                                          State              Site No.          
                                                -----------          ----------

                              SECOND DEED OF TRUST,
                  LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT,
                ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING


Trustor:          PAYLESS CASHWAYS, INC.
                  2300 Main Street
                  Kansas City, Missouri  64108


Beneficiary:      CANADIAN IMPERIAL BANK OF COMMERCE,
                    as Coordinating and
                    Collateral Agent
                  425 Lexington Avenue
                  New York, New York  10017


Trustee:


Deed of Trust
  Amount:                  $____________


Date:                      December 2, 1997


Premises:


Record and                 SHOOK, HARDY & BACON L.L.P.
Return to:                 1200 Main St., Suite 3000
                           Kansas City, MO 64105
                           Attn.: Richard D. Woods, Esq.


<PAGE>1



     SECOND  DEED  OF  TRUST,  LEASEHOLD  DEED  OF  TRUST,  SECURITY  AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING, dated as of December 2, 1997,
by and among PAYLESS CASHWAYS, INC., a Delaware corporation, having an office at
2300    Main    Street,     Kansas    City,    Missouri    64108    ("Trustor"),
_______________________,    a   _____________   having   an   office   at   ____
_______________________  ("Trustee"), and CANADIAN IMPERIAL BANK OF COMMERCE, as
Coordinating and Collateral Agent under the Agreement (as hereinafter  defined),
having  an  office  at  425  Lexington   Avenue,   New  York,   New  York  10017
("Beneficiary").

                                   DEFINITIONS

     Trustor  and  Beneficiary  agree  that all  capitalized  terms used but not
defined  herein are defined in or by reference to the  Agreement  and shall have
the same meanings herein as therein. Trustor and Beneficiary further agree that,
unless the context  otherwise  specifies or requires,  the following terms shall
have the meanings herein specified, such definitions to be applicable equally to
the singular and the plural forms of such terms.

     "Agreement"  means that certain Amended and Restated Credit Agreement dated
on or about the date hereof by and among  Payless  Cashways,  Inc.,  the Lenders
signatory  thereto,  the  Underwriters,  U.S.  Bank National  Association,  as a
Fronting Bank, and Canadian  Imperial Bank of Commerce,  as Fronting Bank and as
Coordinating  and  Collateral  Agent for the Lenders,  the Fronting  Banks,  the
Underwriters and the other Secured Parties, together with any future amendments,
amendments and restatements, extensions, modifications or supplements thereto or
thereof.

     "Bankruptcy Case" means In re Payless Cashways,  Inc., Case No. 97-50543 in
the Bankruptcy Court.

     "Bankruptcy Code" means 11 U.S.C. ss.101 et seq.

     "Bankruptcy Court" means the United States Bankruptcy Court for the Western
District of Missouri.

     "Bankruptcy  Reorganization  Plan" means Payless' plan of reorganization in
the Bankruptcy Case, as confirmed by the Bankruptcy Court.

     "Deed of Trust" means this Second Deed of Trust,  Leasehold  Deed of Trust,
Security  Agreement,  Assignment of Leases and Rents and Fixture Filing together
with  any  future   amendments,   amendments   and   restatements,   extensions,
modifications or supplements hereto or hereof.


<PAGE>2


     "Deed of Trust  Amount"  means  the  principal  sum of  $_________________.

     "Default" means Default, as that term is defined in the Agreement.

     "Default  Rate" means the rate of interest  specified in Section  2.8(a) of
the Agreement.

     "DIP Agent" means the DIP Agent, as that term is defined in the Agreement.

     "DIP Credit Agreement" means the Revolving Credit Agreement, dated as
of July 21, 1997, among Payless,  as a  Debtor-in-Possession,  the Lenders,  the
Underwriters and the Fronting Banks party thereto and Canadian  Imperial Bank of
Commerce,  as Coordinating and Collateral  Agent,  together with any amendments,
amendments and restatements, extensions, modifications or supplements thereto or
thereof prior to the date of the Agreement.

     "DIP Obligations" means the DIP Obligations, as that term is defined in the
Agreement.

     "Event of Default" means the events and circumstances described as such
in Article II hereof.

     "Fixtures"  means  all  of  Trustor's  right,  title  and  interest  in all
furniture,  furnishings,  partitions,  screens, awnings, venetian blinds, window
shades, draperies,  carpeting, pipes, ducts, conduits, dynamos, motors, engines,
compressors,  generators,  boilers, stokers,  furnaces, pumps, tanks, elevators,
escalators,  vacuum  cleaning  systems,  call systems,  switchboards,  sprinkler
systems,  fire  prevention  and  extinguishing  apparatus,   refrigerating,  air
conditioning,   heating,   dishwashing,   plumbing,   ventilating,  gas,  steam,
electrical and lighting  fittings and fixtures,  licenses or permits of any kind
and all building  materials,  equipment and goods now or hereafter  delivered to
the Premises (hereinafter defined) and intended to be installed therein, and all
other machinery, fixtures, tools, implements,  apparatus, appliances, equipment,
goods,  facilities  and other  personal  property of similar  character in which
Trustor now has, or at any time  hereafter  acquires,  an interest and which are
now or  hereafter  affixed  or  attached  to,  or used in  connection  with  the
enjoyment,  occupancy  and/or  operation of, all or any portion of the Premises,
together with all renewals, replacements and substitutions thereof and additions
and accessions thereto and the proceeds of all of the foregoing items.

     "Fronting  Banks" means the Fronting  Banks, as that term is defined in the
Agreement.


<PAGE>3



     "Improvements"  means all  buildings,  structures  and  other  improvements
presently  existing or hereafter  constructed on the land described in Exhibit A
attached hereto.

     "Lease" has the meaning ascribed to such term in Section 3.01 hereof.

     "Leasehold"  has the meaning  ascribed to such term in paragraph "F" of the
Granting Clause, below.

     "Leasehold Interest" has the meaning ascribed to such term in paragraph "F"
of the Granting Clause, below.

     "Lenders" means the Lenders, as that term is defined in the Agreement.

     "Lessee" has the meaning ascribed to such term in Section 3.01 hereof.

     "Loan Documents"  means the Loan Documents,  as that term is defined in the
Agreement.

     "Loans" means the Loans, as that term is defined in the Agreement.

     "Mortgaged  Property" has the meaning ascribed to such term in the Granting
Clause, below.

     "Notes" means the Notes, as that term is defined in the Agreement.

     "Payless" means Payless Cashways, Inc., an Iowa corporation.

     "Post-Petition Mortgage Liens" has the meaning ascribed to such term in the
fourth WHEREAS clause, below.

     "Pre-Petition  Agent" means the Pre-Petition Agent, as that term is defined
in the Agreement.

     "Pre-Petition  Credit  Agreement"  means the  Amended and  Restated  Credit
Agreement  dated as of  October  3,  1996,  by and among  Payless,  the  lenders
signatory thereto,  Canadian Imperial Bank of Commerce, as letter of credit bank
and as  administrative  and  collateral  agent,  and The  Bank  of Nova  Scotia,
NationsBank of Texas,  N.A. and Bank of America  National Trust and Savings,  as
co-agents,   together  with  any   amendments,   amendments  and   restatements,
extensions, modifications or supplements thereto or thereof prior to the date of
the Agreement.


<PAGE>4


     "Pre-Petition Obligations" means the Pre-Petition Obligations, as that term
is defined in the Agreement.

     "Premises"  means the land described in Exhibit A annexed hereto,  together
with the Improvements  thereon or to be constructed thereon or therein,  and all
of the easements, rights, privileges and appurtenances thereunto belonging or in
anywise appertaining  thereto including,  but not limited to, all of the estate,
right, title, interest, claim or demand whatsoever of Trustor therein and in and
to the strips and gores, streets and ways adjacent thereto, whether in law or in
equity,  in possession  or  expectancy,  now or hereafter  acquired and also any
other realty,  Leaseholds  (hereinafter defined), or Fixtures encompassed by the
term "Mortgaged Property", elsewhere herein defined.

     "Prior  Deed of Trust"  means  that Deed of Trust,  Mortgage  and  Security
Agreement  executed by Trustor to The Prudential  Insurance  Company of America,
dated [June 15, 1989]  [_______________,  19__ and recorded on [________,  1989]
[____________,  19___],  as  assigned to Prior  Beneficiary  and amended by that
certain  Amendment  to Deed of Trust,  Mortgage  and  Security  Agreement  dated
_________,  1997, as amended,  amended and restated,  supplemented  or otherwise
modified to the extent permitted by the Agreement.

     ["Prior Beneficiary" means UBS Mortgage Finance, Inc., as beneficiary under
the Prior Deed of Trust.]

     "Rents" has the meaning ascribed to such term in Section 3.01 hereof.

     "Secured Obligations" has the meaning ascribed to such term in the
paragraph entitled "Secured Obligations" below.

     "Secured  Parties"  means Secured  Parties,  as that term is defined in the
Agreement.

     "UBS  Collateral"  means the real property listed on Schedule 1.1(c) to the
Agreement,  together  with  improvements,  fixtures and  appurtenances  relating
thereto, which is collateral pursuant to the relevant UBS Loan Documents.

     "UBS  Loan  Agreement"   means  that  certain  Amended  and  Restated  Loan
Agreement, dated December 2, 1997, between Trustor and Prior Beneficiary, as the
same may be hereafter amended,  amended and restated,  supplemented or otherwise
modified to the extent permitted by Section 5.04 hereof.

     "UBS Loan Documents"  means the UBS Loan  Agreement,  each of the mortgages
and deeds of trust  heretofore  delivered by Trustor to Prior  Beneficiary  with
respect to UBS  Collateral,  as amended as of  December  2, 1997 and any and all
documents,  agreements


<PAGE>5


and instruments related thereto,  each as may be amended,  amended and restated,
supplemented  or  otherwise  modified to the extent  permitted  by Section  5.04
hereof.

     "Underwriters"  means  Underwriters,   as  that  term  is  defined  in  the
Agreement.

                              W I T N E S S E T H :

     WHEREAS, on July 21, 1997, Payless filed a voluntary petition of bankruptcy
under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court; and

     WHEREAS,  prior to the  commencement  of the Bankruptcy  Case,  Payless was
obligated  to the Lenders or their  predecessors-in-interest  pursuant to, among
other things, the Pre-Petition Credit Agreement; and


     WHEREAS, during the Bankruptcy Case, Payless became obligated to certain of
the Lenders pursuant to the DIP Credit Agreement; and

     WHEREAS, pursuant to the orders of the Bankruptcy Court entered on July 21,
1997  and  August  20,  1997  in the  Bankruptcy  Case,  the DIP  Agent  and the
Pre-Petition  Agent were granted liens (the  "Post-Petition  Mortgage Liens") on
the  Mortgaged  Property  to secure  the  Pre-Petition  Obligations  and the DIP
Obligations; and

     WHEREAS,  as  contemplated  by  Payless'  Bankruptcy  Reorganization  Plan,
Payless has merged with and into Trustor,  with Trustor being the sole surviving
entity; and

     WHEREAS,  pursuant to the terms of the Bankruptcy  Reorganization  Plan and
the  Agreement,  the parties have agreed among other  things,  (i) to permit the
merger of Payless into Trustor,  (ii) to secure  various  obligations of Payless
(as Trustor's  predecessor) in respect of the  Pre-Petition  Obligations and the
DIP  Obligations,  and (iii)  without  duplication,  to secure all  obligations,
whether now  existing or  hereafter  incurred or arising,  of Trustor  under the
Agreement,  the  Notes  and/or  the other  Loan  Documents,  including,  without
limitation, the Secured Obligations; in each case as more particularly set forth
in the Agreement and this Deed of Trust; and

     WHEREAS, Trustor is the actual, record and beneficial owner of the Premises
or owns an actual beneficial interest therein; and

     WHEREAS,  Trustor has agreed  pursuant to the terms of the  Agreement,  the
Notes, and/or the other Loan Documents  evidencing the Secured Obligations to be
liable for the Secured Obligations; and


<PAGE>6


     WHEREAS,  the parties intend that the Secured  Obligations shall be secured
by this Deed of Trust.

                                 GRANTING CLAUSE

     NOW, THEREFORE,  Trustor, in consideration of the premises, and in order to
secure the payment in full of the Deed of Trust Amount, the Secured Obligations,
all interest due thereon and all other costs and expenses and other  amounts due
hereunder and in respect of the Secured  Obligations,  and the  performance  and
discharge of all the provisions hereof, of the Secured Obligations and all other
Loan  Documents,  hereby  confirms the Post Petition  Mortgage  Liens and gives,
grants,  bargains,  sells,  conveys,  pledges and grants a security  interest to
Trustee in trust,  with power of sale for the  benefit  of  Beneficiary,  all of
Trustor's estate,  right, title and interest in, to and under any and all of the
following  described  property whether now owned or hereafter acquired (all such
properties being collectively  referred to as the "Mortgaged Property") subject,
however, to the Prior Deed of Trust:

     A. All Trustor's  right,  title and interest in and to the Premises and all
right,  title and interest of Trustor in and to the Improvements on the Premises
or to be constructed  thereon and all Fixtures now or hereafter  situated in, on
or about,  or affixed or attached  to the  Improvements  or the  Premises or any
building, structure or other improvement now or hereafter standing,  constructed
or placed  upon or within the  Premises,  and all and  singular  the  tenements,
hereditaments,   easements,   rights-of-way  or  use,  rights,   privileges  and
appurtenances  to  the  Premises,  now  or  hereafter  belonging  or in  anywise
appertaining  thereto,  including,  without  limitation,  any such right, title,
interest, claim and demand in, to and under any agreement granting, conveying or
creating, for the benefit of the Premises, any easement, right or license in any
way affecting  other  property and in, to and under any streets,  ways,  alleys,
vaults,  gores or strips of land adjoining the Premises,  or any parcel thereof,
and  all  claims  or  demands  either  in law or in  equity,  in  possession  or
expectancy, of, in and to the Premises.

     B. All right, title and interest of Trustor in and to all awards heretofore
made or  hereafter  to be made for the taking by eminent  domain of the whole or
any part of the above  described  premises,  or any estate or easement  therein,
including  any awards for change of grade of  streets,  all of which  awards are
hereby  assigned to Trustee and  Beneficiary,  which Trustee and Beneficiary are
hereby  authorized to collect (unless  provided  otherwise in the Agreement) and
receive the proceeds of such awards and to give proper receipts and acquittances
therefor  and Trustee and  Beneficiary  shall have the right and option to apply
such  excess  towards  the  payment  of any sum owing on account of this Deed of
Trust and the Secured Obligations secured thereby, notwithstanding the fact that
such sum may not then be due and payable.



<PAGE>7


     C. The Fixtures and the products and proceeds thereof.

     D. All present and future leases, subleases and licenses and any guarantees
thereof,  rents,  issues and  profits  and  additional  rents now or at any time
hereafter covering or affecting all or any portion of the Mortgaged Property and
all proceeds of, and all  privileges and  appurtenances  belonging or in any way
appertaining  to, the Mortgaged  Property,  or any part  thereof,  and all other
property  subjected  or required  to be  subjected  to the lien and/or  security
interest of or conveyed pursuant to the terms of this Deed of Trust,  including,
without limitation,  all of the income, revenues,  earnings,  rents, maintenance
payments,  tolls, issues,  awards (including,  without limitation,  condemnation
awards and  insurance  proceeds),  products and profits  thereof,  which income,
revenues, earnings, rents, maintenance payments, tolls, issues, awards, products
and profits are hereby expressly assigned with the right to take and collect the
same upon the terms  hereinafter set forth;  and all the estate,  right,  title,
interest and claim  whatsoever,  at law and in equity,  which Trustor now has or
may  hereafter  acquire  in and to the  aforementioned  property  and every part
thereof;  provided, that so long as no Event of Default (as hereinafter defined)
shall have  occurred and be  continuing,  all such income,  revenues,  earnings,
rents,  maintenance payments,  tolls, issues, awards, products and profits shall
remain  with and under the  control of  Trustor  except as  otherwise  expressly
provided  herein  or  in  any  other  written   agreement  between  Trustor  and
Beneficiary.

     E. All right,  title and interest of Trustor in and to all  agreements,  or
contracts,  now or  hereafter  entered  into for the sale,  leasing,  brokerage,
development,  construction, renovation, management, maintenance and/or operation
of the Premises (or any part  thereof),  including  all moneys due and to become
due thereunder,  and all permits, licenses, bonds, insurance policies, plans and
specifications relative to the construction and/or operation of the Improvements
upon the Mortgaged Property.

     F. All  right,  title and  interest  (including,  without  limitation,  all
present  and future  rights to  possession  and use,  and all present and future
options and other  rights to renew and to  purchase)  of  Trustor,  as lessee or
sublessee,  under any  leases,  subleases,  licenses,  occupancy  agreements  or
concessions  now in effect or to be entered into  hereafter  (collectively,  the
"Leasehold Instruments") whereby Trustor has any right to the use, possession or
occupancy of the Premises or any part thereof (collectively, the "Leaseholds").

     G. All of  Trustor's  claims and rights to the  payment of damages  arising
from any rejection of a Leasehold or a Lease under or pursuant to the Bankruptcy
Code.

     H. All of Trustor's rights and remedies at any time arising under or
pursuant to  Subsection  365(h) of the  Bankruptcy  Code,  11 U.S.C.  ss.365(h),
including,  without limitation,  all of Trustor's rights to remain in possession
of the Premises.


<PAGE>8


     I. Any other  property  and rights  which  are,  by the  provisions  of the
Agreement or any other Loan Document,  required to be subject to the lien hereof
or conveyed pursuant to the terms hereof, and any additional property and rights
that may from time to time  hereafter  by  installation  in or on the  Mortgaged
Property,  or by writing of any kind,  or  otherwise,  be  subjected to the lien
hereof by Trustor or by anyone on its behalf.

     J. All proceeds of the conversion,  voluntary or involuntary, of any of the
foregoing  into  cash  or  liquidated  claims,  including,  without  limitation,
proceeds of insurance and condemnation awards, and all right, title and interest
of Trustor in and to all unearned premiums accrued, accruing and to accrue under
any or all insurance policies obtained by Trustor.

     TO HAVE AND TO HOLD the  Mortgaged  Property,  subject to the Prior Deed of
Trust,  unto  Trustee  for the benefit of  Beneficiary  and its  successors  and
assigns,  upon the terms,  provisions and conditions herein set forth,  forever,
and Trustor does hereby bind itself and its successors,  legal  representatives,
and  assigns to  warrant  and  forever  defend all and  singular  the  Mortgaged
Property unto Beneficiary and Trustee and their successors and assigns,  against
every  person  whomsoever  lawfully  claiming  or to claim  the same or any part
thereof, subject to the rights of the Prior Beneficiary.

     IN TRUST, to secure the payment and performance of the Secured Obligations,
whereupon this Deed of Trust shall cease and be void and the Mortgaged  Property
shall be released at the cost of Trustor.

                               SECURED OBLIGATIONS

     This Deed of Trust,  and all rights,  titles,  interests,  liens,  security
interests,  powers,  privileges and remedies created hereby or arising hereunder
or by virtue  hereof,  are given to secure the  payment and  performance  of all
indebtedness,   obligations  and  liabilities   arising  under  the  Notes,  the
Agreement,  this Deed of Trust and any other Loan  Document,  and any  renewals,
extensions,   amendments,   amendments   and   restatements,    supplements   or
modifications  thereof or  thereto,  howsoever  created,  arising or  evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing or
due or to  become  due,  and any and all fees,  costs or  expenses  incurred  by
Beneficiary or Trustee or the other Secured Parties,  including, but not limited
to,  interest  accruing at the then  applicable  rate  provided in the Agreement
after the  maturity of the Loans and  interest  accruing at the then  applicable
rate provided in the Agreement or other applicable agreement after the filing of
any  petition  in   bankruptcy,   or  the   commencement   of  any   insolvency,
reorganization  or like proceeding,  relating to the Trustor on the Loans and on
all other  obligations of the Trustor to the Secured Parties,  taxes,  recording
expenses and  attorneys'  fees in connection  with the execution and delivery of
any of the  aforesaid  and the  consummation  of the  transactions  contemplated



<PAGE>9


thereby, the administration  thereof, and, after default, the administration and
collection  thereof,  all costs incurred of whatever  nature by Beneficiary  and
Trustee in the exercise of any rights  hereunder or under any Loan  Document and
all other  amounts  payable  by  Trustor  under  this Deed of Trust  (all of the
foregoing indebtedness,  obligations and liabilities being referred to herein as
the "Secured Obligations").

                                    ARTICLE I

                     PARTICULAR WARRANTIES, REPRESENTATIONS
                            AND COVENANTS OF TRUSTOR

     Section 1.01  Warranties and  Representations.  Trustor hereby warrants and
represents as follows:

          (a) Trustor is the actual, record and beneficial owner of the Premises
and holder of a good and marketable title to an indefeasible leasehold estate in
the Leaseholds or owns an actual  beneficial  interest therein and fee estate in
the rest of the Mortgaged Property,  subject only to such exceptions to title as
are  listed  in the  title  policy  insuring  the lien of this Deed of Trust and
approved by  Beneficiary  and the Prior  Beneficiary  as  permitted  exceptions.
Trustor is the owner of all of the remaining  Mortgaged  Property;  Trustor will
own the  Fixtures  free and clear of liens and  claims  except the Prior Deed of
Trust and liens and  claims in favor of  Beneficiary;  and this Deed of Trust is
and will remain a valid and enforceable  lien on the Mortgaged  Property subject
only to the permitted exceptions referred to above.

          (b) Trustor has full power and lawful authority,  and has obtained the
written  consent of the Prior  Beneficiary,  to convey,  pledge and encumber the
Mortgaged  Property in the manner and form herein done or intended  hereafter to
be done.  Trustor will preserve such title,  and will forever warrant and defend
the validity and priority of the lien hereof,  against the claims of all persons
and parties whomsoever.

          (c) Except as  otherwise  specified in the Title Policy (as defined in
the Agreement) or in the Survey (as defined in the  Agreement),  the Premises is
not  located  in an area  identified  by the  Secretary  of  Housing  and  Urban
Development as an area having  special flood hazards or if it so located,  flood
insurance acceptable to Beneficiary has been obtained.

     Section 1.02 Further  Assurances.  Trustor will,  at its sole expense,  do,
execute, acknowledge and deliver every further act, deed, conveyance,  mortgage,
assignment,  notice of assignment,  transfer or assurance as  Beneficiary  shall
from  time to time  reasonably  require,  for the  better  assuring,  conveying,
assigning,  transferring and confirming unto Ben-


<PAGE>10


eficiary  the  property  and rights  hereby  conveyed,  mortgaged or assigned or
intended  now or hereafter  so to be, or which  Trustor may be or may  hereafter
become  bound to convey,  mortgage  or assign to Trustee or  Beneficiary  or for
carrying out the intention or facilitating  the performance of the terms of this
Deed of Trust, and for filing,  registering or recording this Deed of Trust and,
on demand,  will  execute and  deliver,  and hereby  authorizes  Beneficiary  or
Trustee to execute in the name of Trustor to the extent it may  lawfully  do so,
one or more  financing  statements,  chattel  mortgages or  comparable  security
instruments,  and renewals thereof, to evidence more effectively the lien hereof
upon the Fixtures.

     Section 1.03 Filings,  Recordings and Payments.  (a) Trustor forthwith upon
the execution of this Deed of Trust,  and thereafter from time to time, will, at
its  expense,  cause this Deed of Trust and any security  instrument  creating a
lien or  evidencing  the lien hereof upon the  Fixtures and each  instrument  of
further assurance to be filed, registered or recorded in such manner and in such
places as may be  required  by any  present  or future  law in order to  publish
notice of and fully to protect the lien hereof upon, and the interest of Trustee
and Beneficiary in, the Mortgaged Property.

          (b) Trustor will pay all taxes,  filing,  registration  and  recording
fees, and all expenses incident to the execution and acknowledgment of this Deed
of Trust,  any  supplemental  deed of trust,  any other Loan  Document,  and any
security instrument with respect to the Fixtures,  and any instrument of further
assurance,  and all federal,  state,  county and municipal stamp taxes and other
taxes, duties, imposts,  assessments and charges arising out of or in connection
with the  execution  and  delivery  of the  Agreement,  this Deed of Trust,  any
supplemental  deed of trust,  any other Loan Document,  any security  instrument
with respect to the Fixtures or any instrument or further assurance,  other than
income,  franchise or other similar taxes imposed on  Beneficiary  in respect of
income derived by Beneficiary under the Secured Obligations.

     Section 1.04 Payment of Sums Due. Trustor will punctually pay the principal
and  interest and all other sums to become due in respect of the  Agreement  and
any other Loan Document at the time and place and in the manner specified in the
Agreement and any other Loan Document,  according to the true intent and meaning
thereof and without offset, counterclaim, defense or cause of action of any kind
whatsoever,  and without  deduction or credit for any amount  payable for taxes,
all in immediately available funds in Dollars.

     Section  1.05 After  Acquired  Property.  All right,  title and interest of
Trustor  in  and  to  all  extensions,   improvements,   betterments,  renewals,
substitutes and  replacements  of, and all additions and  appurtenances  to, the
Mortgaged Property, hereafter acquired by or released to Trustor or constructed,
assembled  or placed by  Trustor on the  Premises,  and all  conversions  of the
security  constituted  thereby,  immediately  upon  such  acquisition,  release,
construction,  assembling,  placement or conversion,  as the case may be, and in
each such


<PAGE>11


case,  without  any further  mortgage,  conveyance,  assignment  or other act by
Trustor,  shall  become  subject  to the lien of this Deed of Trust as fully and
completely,  and with the same  effect,  as  though  now  owned by  Trustor  and
specifically  described in the granting clauses hereof (subject to the rights of
the Prior Beneficiary),but at any and all times Trustor will execute and deliver
to Beneficiary any and all such further assurances,  mortgages,  deeds of trust,
conveyances or assignments thereof as Beneficiary may reasonably require for the
purpose of expressing and  specifically  subjecting the same to the lien of this
Deed of Trust.

     Section 1.06 Taxes, Fees and Other Charges. (a) Trustor,  from time to time
when the same shall become due, and prior to the date of  imposition of interest
or penalty  (except  as  otherwise  permitted  in the  Agreement),  will pay and
discharge,  or cause  to be paid and  discharged,  all  taxes of every  kind and
nature  (including  real and  personal  property  taxes and  income,  franchise,
withholding,  transfer or recordation  taxes,  profits and gross receipt taxes),
all general and special  assessments,  levies,  permits,  inspection and license
fees,  all water and sewer  rents and  charges,  and all other  public  charges,
whether of a like or different  nature,  imposed upon or assessed  against it or
the Mortgaged Property or any part thereof or upon the revenues,  rents, issues,
income and profits of the Premises or arising in respect of the  occupancy,  use
or possession  thereof.  Trustor will, at any time upon request by  Beneficiary,
promptly deliver to Beneficiary receipts evidencing the payment of same.

     Subject  to the Prior  Deed of Trust,  upon the  occurrence  of an Event of
Default under the Agreement, Beneficiary may, at any time and from time to time,
at its option, to be exercised by written notice to Trustor, require the deposit
by  Trustor  at the  time of each  payment  of an  installment  of  interest  or
principal  under the Agreement of an additional  amount  sufficient to discharge
the   obligations   under  this   subsection  (a)  when  they  become  due.  The
determination  of the amount so payable and of the fractional part thereof to be
deposited  with  Beneficiary,  so that the  aggregate of such  deposit  shall be
sufficient  for  this  purpose,  shall  be  made  by  Beneficiary  in  its  sole
discretion.  Such amounts shall be held by  Beneficiary  without  interest in an
account  acceptable to Beneficiary and applied to the payment of the obligations
in respect to which such amounts were deposited or, at the option of Beneficiary
and subject to applicable law, to the payment of the Secured Obligations in such
order or priority as Beneficiary shall determine  consistent with the Agreement,
on or before the respective  dates on which the same or any of them would become
delinquent.  If one month prior to the due date of any of the obligations  under
this  subsection (a) the amounts then on deposit  therefor shall be insufficient
for the payment of such obligations in full, subject to the Prior Deed of Trust,
Trustor  within  ten (10) days after  demand,  shall  deposit  the amount of the
deficiency with Beneficiary.  Nothing herein contained shall be deemed to affect
any right or remedy of Beneficiary under the provisions of this Deed of Trust or
of any  statute  or rule of law to pay any such  amount and to add the amount so
paid  together  with  interest at the Default  Rate to the  indebtedness  hereby
secured.



<PAGE>12


          (b) Except as otherwise permitted in the Agreement,  Trustor will pay,
from time to time when the same shall become due, all lawful  claims and demands
of mechanics,  materialmen,  laborers, and others which, if unpaid, might result
in, or permit the  creation  of, a lien on the  Mortgaged  Property  or any part
thereof, or on the revenues, rents, issues, income and profits arising therefrom
and in general will do or cause to be done everything necessary so that the lien
hereof  shall be fully  preserved,  at the cost of Trustor,  without  expense to
Beneficiary.

     Section 1.07 Intentionally Deleted.

     Section  1.08  Insurance.  (a)  Trustor  agrees  to at all  times  provide,
maintain and keep in force the policies of insurance  required to the maintained
pursuant to the terms of the Agreement.

          (b) In the event Trustor fails to provide,  maintain, keep in force or
deliver and furnish to  Beneficiary  the policies of  insurance  required by the
Agreement  or this Deed of Trust,  Beneficiary  may procure  such  insurance  or
single-interest  insurance for such risks covering  Beneficiary's  interest, and
Trustor will pay all premiums thereon  promptly upon demand by Beneficiary,  and
until such payment is made by Trustor the amount of all such premiums,  together
with  interest  thereon  at the  Default  Rate  shall be secured by this Deed of
Trust.

          (c) After the happening of any casualty to the  Mortgaged  Property or
any  part  thereof,   Trustor  shall  give  prompt  written  notice  thereof  to
Beneficiary,  and  Beneficiary  may make proof of loss if not made  promptly  by
Trustor. In the event of such loss or damage, all proceeds of insurance shall be
payable in the manner  provided for in the Agreement  (subject to the Prior Deed
of Trust). Unless otherwise provided in the Agreement,  nothing herein contained
shall be deemed to excuse Trustor from repairing or maintaining  the Premises as
provided in Section 1.12 hereof or restoring  all damage or  destruction  to the
Mortgaged  Property,  regardless of whether or not there are insurance  proceeds
available  or whether  any such  proceeds  are  sufficient  in  amount,  and the
application or release by  Beneficiary of any insurance  proceeds shall not cure
or waive any Default or notice of Default under this Deed of Trust or invalidate
any act done  pursuant to such notice.  Any monies  received as payment for loss
under any  insurance  shall be applied  pursuant  to the terms of the  Agreement
(subject to the Prior Deed of Trust).

          (d) In the  event  of  foreclosure  of this  Deed of  Trust  or  other
transfer of title or assignment of the Premises in  extinguishment,  in whole or
in part, of the debt secured hereby, all right, title and interest of Trustor in
and to all  policies of  insurance  required by this Section 1.08 shall inure to
the benefit of and pass to the successor in interest to Trustor or the purchaser
or grantee of the Premises.


<PAGE>13


          (e) Trustor shall not take out separate  insurance  concurrent in form
or contributing  in the event of loss with that required to be maintained  under
this Section 1.08, unless Beneficiary has approved the insurance company and the
form and content of the insurance policy,  including,  without  limitation,  the
naming  thereon of  Beneficiary  as a named  insured  with loss,  subject to the
rights  of the  Prior  Beneficiary,  payable  to  Beneficiary  under a  standard
mortgagee  endorsement of the character  above  described and the inclusion of a
provision therein obligating said insurance company to provide  Beneficiary with
notice thirty (30) days prior to cancellation, lapse or amendment of any policy.
Trustor  shall  immediately  notify  Beneficiary   whenever  any  such  separate
insurance is taken out and shall promptly  deliver to Beneficiary  the policy or
policies of such insurance.

          (f) Subject to the Prior Deed of Trust,  Beneficiary  may, at any time
following  the  occurrence of an Event of Default  under the  Agreement,  at its
option,  to be  exercised by written  notice to Trustor,  require the deposit by
Trustor,  at the time of each payment of an installment of interest or principal
under the  Agreement,  of an  additional  amount  sufficient  to  discharge  the
obligations  under this Section 1.08 when they become due. The  determination of
the amount so payable and of the  fractional  part thereof to be deposited  with
Beneficiary with each  installment,  so that the aggregate of such deposit shall
be  sufficient  for  this  purpose,  shall  be made by  Beneficiary  in its sole
discretion.  Such amounts shall be held by  Beneficiary  without  interest in an
account  acceptable to Beneficiary and applied to the payment of the obligations
in respect of which such  amounts  were  deposited  on or before the  respective
dates on which the same or any of them would become delinquent or, at the option
of  Beneficiary,  to the  payment of the  Secured  Obligations  in such order or
priority as Beneficiary  shall determine  consistent with the Agreement.  If one
month prior to the due date of any of the aforementioned obligations the amounts
then  on  deposit  therefor  shall  be  insufficient  for  the  payment  of such
obligations in full, Trustor within five (5) days after demand shall deposit the
amount of the deficiency  with  Beneficiary.  Nothing herein  contained shall be
deemed to affect any right or remedy of Beneficiary under the provisions of this
Deed of Trust or of any statute or rule of law to pay any such amount and to add
the  amount  so  paid  together  with  interest  at  the  Default  Rate  to  the
indebtedness hereby secured.

     Section 1.09  Condemnation.  (a) In the event the Mortgaged Property or any
part thereof or interest  therein,  shall be taken or damaged by eminent domain,
alteration of the grade of any street,  or there shall occur any other injury to
or decrease in the value of the Mortgaged  Property,  by reason of any public or
quasi-public  improvement or  condemnation  proceeding,  or in any other similar
manner  ("Condemnation"),   or  should  Trustor  receive  any  notice  or  other
information  regarding such  Condemnation  or a proposed  Condemnation,  Trustor
shall give prompt written notice thereof to Beneficiary.



<PAGE>14


          (b) Subject to the Prior Deed of Trust, all  compensation,  awards and
other payments or relief payable as a result of any such Condemnation,  shall be
payable in the manner  provided for in the Agreement.  Subject to the Prior Deed
of Trust, all such compensation,  awards, damages, rights of action and proceeds
awarded to Trustor  (the  "Proceeds")  are hereby  assigned to  Beneficiary  and
Trustor  agrees  to  execute  such  further   assignments  of  the  Proceeds  as
Beneficiary  may require.  Beneficiary  shall be under no obligation to question
the  amount of any such  award or  compensation  and may  accept the same in the
amount  paid.  Subject to the Prior Deed of Trust,  all  Proceeds may be applied
either  against  the  Secured   Obligations  (in  such  order  and  priority  as
Beneficiary  shall  determine  consistent  with the Agreement) or to restore the
Premises, at the discretion of Beneficiary,  except as may be otherwise provided
in the Agreement.

          (c)  Unless  otherwise  provided  in  the  Agreement,  nothing  herein
contained  shall be deemed to excuse Trustor from  repairing or maintaining  the
Premises  as  provided  in  Section  1.12  hereof  or  restoring  all  damage or
destruction  to the Mortgaged  Property,  regardless of whether or not there are
proceeds  available or whether any such Proceeds are  sufficient in amount,  and
the  application  or release by  Beneficiary  of any Proceeds  shall not cure or
waive any  default or notice of default  under this Deed of Trust or  invalidate
any act done pursuant to such notice.

          (d)  Receipt  by   Beneficiary   and   application   in  reduction  of
indebtedness  of any Proceeds less than the full amount of the then  outstanding
Secured  Obligations  shall not defer,  alter or modify Trustor's  obligation to
continue  to  pay  the  regular  installments  of  principal,  interest  on  the
outstanding  principal  balance and other charges owed in respect of the Secured
Obligations and herein.

          (e) Subject to the Prior Deed of Trust, if prior to the receipt of the
Proceeds  by  Beneficiary  the  condemned  Premises  shall  have  been  sold  on
foreclosure of this Deed of Trust,  Beneficiary  shall,  nevertheless,  have the
right to receive the Proceeds and to retain, for its own account,  (i) an amount
equal to the counsel fees,  costs and  disbursements  incurred by Beneficiary in
connection  with  collection  of the Proceeds and not repaid by Trustor and (ii)
the full amount of all such Proceeds, if Beneficiary is the successful purchaser
at the foreclosure sale, to the extent of amounts owed in respect of the Secured
Obligations.

     Section 1.10 Beneficiary's Performance of Trustor's Obligations. If Trustor
shall fail to perform  any of the  covenants  contained  herein or any  covenant
contained in the  Agreement  or any other Loan  Document,  Beneficiary  may, but
shall not be obligated to, make  advances  and/or  disbursements  to perform the
same.  Trustor will repay on demand all sums so advanced  and/or  disbursed with
interest  at the  Default  Rate  from the date of  making  such  advance  and/or
disbursement  until such sums have been repaid and all sums so


<PAGE>15


advanced and/or  disbursed,  together with interest thereon at the Default Rate,
shall be a lien upon the  Mortgaged  Property and shall be secured  hereby.  The
provisions of this Section 1.10 shall not prevent any default in the  observance
of any covenant  contained herein or with respect to the Secured  Obligations or
in any other Loan Document from constituting an Event of Default.

     Section  1.11  Financial  Records.   Trustor  will  provide  the  financial
statements to Beneficiary required pursuant to the terms of the Agreement.

     Section  1.12 Waste and  Maintenance.  Trustor will not  threaten,  commit,
permit or suffer any waste to occur on or to the Mortgaged  Property or any part
thereof or alter or demolish the  Mortgaged  Property or any part thereof in any
manner or make any change in its use (except as provided in the Agreement or the
Prior Deed of Trust) or any change  which will in any way  increase  any fire or
other  hazards  arising  out of  construction  or  operation  of  the  Mortgaged
Property.  Trustor  will,  at all times,  maintain  the  Mortgaged  Property  as
required pursuant to the terms of the Agreement and the Prior Deed of Trust.

     Section 1.13 Enforcement Expenses.  Except where inconsistent with the laws
of the state in which the Mortgaged Property is located,  Trustor agrees that if
any action or  proceeding be  commenced,  including an action to foreclose  this
Deed of Trust or to collect the indebtedness  hereby secured, to which action or
proceeding  Beneficiary  is made a party by reason of the execution of this Deed
of Trust or the other Loan  Documents  which it secures,  or in which it becomes
necessary  to defend or uphold the lien of this Deed of Trust,  all sums paid by
Beneficiary  for the  expense  of any  litigation  to  prosecute  or  defend  or
participate  in  the  transaction  and  the  rights  and  liens  created  hereby
(including  reasonable  attorneys'  fees) shall be paid by Trustor together with
interest  thereon from date of payment by  Beneficiary  at the Default Rate. All
such sums paid and the interest  thereon shall be  immediately  due and payable,
shall be a lien upon the  Mortgaged  Property,  and shall be  secured  hereby as
shall be all such sums incurred in connection with enforcement by Beneficiary of
its rights hereunder or under any other Loan Document.

     Section  1.14  Defense  of  Beneficiary's  Interests.  If the  interest  of
Beneficiary  in the  Mortgaged  Property  or any  part  thereof  or the  lien or
security  interest of this Deed of Trust thereon shall be attacked,  directly or
indirectly, or if legal proceedings shall be instituted against Trustee, Trustor
or  Beneficiary  with  respect  thereto or  against  Trustor,  Trustor  upon its
learning  thereof,  will promptly give written notice thereof to Beneficiary and
Trustor will, at Trustor's cost and expense, exert itself diligently to cure, or
will cause to be cured,  any  defect  that may have  developed  or be claimed to
exist,  and will take all  necessary  and proper  steps for the  protection  and
defense  thereof  and will take,  or will cause to be taken,  such  action as is
appropriate  to the defense of any such legal  proceedings,  including,  but not
limited  to,  the  employment  of counsel  and the  prosecution  and  defense of
litigation.


<PAGE>16


     Section 1.15 No  Impairment  of Security.  In no event shall  Trustor do or
permit to be done,  or omit to do or permit the  omission  of, any act or thing,
the doing, or omission,  of which would  materially  impair the security of this
Deed of Trust or materially  impair the value of the  Mortgaged  Property or any
part thereof.

     Section 1.16  Restrictions  on Transfers and  Mortgages.  Unless  otherwise
permitted  pursuant to the terms of the Agreement,  Trustor will not directly or
indirectly, by transfer, mortgage, conveyance, or sale of an interest in Trustor
permit,  do or suffer the  assignment,  lease,  transfer,  sale,  conveyance  or
encumbrance  of the  Mortgaged  Property,  or any part  thereof or any  interest
therein,  without  the  express  prior  written  consent of  Beneficiary  unless
otherwise permitted pursuant to the terms of the Agreement and the Prior Deed of
Trust. While the Secured Obligations are outstanding,  neither the structure nor
the  ownership  of Trustor  may be changed  without the  express  prior  written
consent of Beneficiary  unless otherwise  permitted pursuant to the terms of the
Agreement  and,  while the Prior Deed of Trust is in  effect,  the Prior Deed of
Trust.

     Section 1.17  Beneficiary's  Defense.  Beneficiary or Trustee may appear in
and  defend  any  action or  proceeding  at law or in  equity  or in  bankruptcy
purporting  to affect  the  Premises  or the  security  hereof or the rights and
powers of Beneficiary  or Trustee,  and any appellate  proceedings,  and in such
event Trustor shall pay all of Beneficiary's  and Trustee's  costs,  charges and
expenses,  including cost of evidence of title and  attorneys'  fees incurred in
such action or proceeding. All costs, charges and expenses so incurred, together
with  interest  thereon at the Default  Rate from the date of payment of same by
Beneficiary  or Trustee as aforesaid,  shall be secured by the lien of this Deed
of Trust and shall be due and payable upon demand.

     Section  1.18  Environmental  Compliance.  Trustor  will perform and comply
promptly  with,  and cause the Premises to be  maintained,  used and operated in
accordance with, all applicable federal,  state and local laws pertaining to air
and water quality,  hazardous  waste,  waste  disposal,  air emissions and other
environmental matters, as set forth in the Agreement.

     Section 1.19 Zoning  Changes.  Trustor will not consent to, join in, permit
or allow any change in the zoning laws or  ordinances  relating to or  affecting
the Premises which could  reasonably be expected to materially  adversely affect
the Premises and will promptly  notify  Beneficiary of any changes to the zoning
laws.

     Section 1.20 Grant of Security Interest.  Trustor,  as further security for
the payment of said  indebtedness and in addition to all the rights and remedies
otherwise  available to  Beneficiary or Trustee under this Deed of Trust and the
other Loan  Documents,  grants to Beneficiary  and Trustee a security  interest,
under the Uniform Commercial Code


<PAGE>17


as now in effect in the state where all or any of the Fixtures  are located,  in
and to the  Fixtures,  and all  proceeds  thereof.  Upon an  Event  of  Default,
Beneficiary  and  Trustee  shall have,  in addition to all the other  rights and
remedies  allowed by law, the rights and  remedies of a secured  party under the
Uniform  Commercial Code as in effect at that time.  Trustor further agrees that
the security  interest  created  hereby also secures all expenses of Beneficiary
and Trustee (including reasonable expenses for legal services of every kind, and
cost of any  insurance,  and payment of taxes or other  charges)  incurred in or
incidental to, the custody,  care,  sale or collection of, or realization  upon,
any of the property  secured hereby or in any way relating to the enforcement or
protection  of the rights of  Beneficiary  or Trustee  hereunder,  together with
interest thereon at the Default Rate until paid.

     Section 1.21 Compliance with Laws and ADA Compliance.

          (a) Trustor  warrants  and  covenants  that the  Premises are and will
continue to be  substantially in compliance with all applicable  local,  county,
state and federal laws and regulations and all building, housing and fire codes,
rules and regulations.

          (b) Without  limiting the provisions of subsection (a) of this Section
1.21:  (i) Trustor  represents  and  warrants  to  Beneficiary  that  Trustor is
substantially in compliance with the Americans with Disabilities Act of 1990 (42
U.S.C.A. sec. 12101 et. seq.), as the same may be amended from time to time (the
"ADA")  and  all  other  federal,   state  and  local  laws  pertaining  to  the
accessibility  of the  Premises by persons with  disabilities  (the ADA and such
other laws are, collectively,  the "Accessibility Laws"); (ii) Trustor covenants
to ensure  that the  Premises  will at all times  substantially  comply with all
applicable Accessibility Laws and, upon the request of Beneficiary, Trustor will
conduct such surveys of the Premises as  Beneficiary  shall require to ascertain
such   compliance;   (iii)  Trustor  will  maintain   accurate  records  of  all
expenditures  made in connection  with any  alterations to the Premises and will
deliver copies  thereof to  Beneficiary  upon  Beneficiary's  request;  and (iv)
Trustor shall defend,  indemnify and hold harmless  Beneficiary,  its employees,
agents,  officers  and  directors,  attorneys  and any  parent or  affiliate  of
Beneficiary,   from  and  against  any  claims,   demands,   penalties,   fines,
liabilities,  settlements, damages, cost or expenses of whatever kind or nature,
known or unknown, contingent or otherwise,  arising out or in any way related to
any violations of the Accessibility  Laws (including,  without  limitation,  any
costs incurred by Beneficiary in complying with any Accessibility Laws). Neither
payment of the  indebtedness  secured hereby nor foreclosure  shall operate as a
discharge  of  Trustor's  obligations  under this  subsection  (b). In the event
Trustor  tenders  a deed in lieu  of  foreclosure,  Trustor  shall  deliver  the
Premises to Beneficiary (or its designee)  substantially  free of any violations
of the  Accessibility  Laws. In the event Trustor does not timely perform any of
the above  obligations,  Beneficiary after 30 days notice to Trustor may perform
said  obligations  at the  expense of Trustor and Trustor  shall,  upon  written
demand  from  Beneficiary,   reimburse  Beneficiary  for  all  costs,  including
attorney's fees and  out-of-


<PAGE>18


pocket  expenses,  and all liabilities  incurred by Beneficiary by reason of the
foregoing,  with  interest  thereon  at the  Default  Rate from the date of such
payment by  Beneficiary  to the date of  repayment.  Until paid,  said costs and
expenses shall be secured by this Deed of Trust.

     Section 1.22 Other Multistate  Mortgages.  The indebtedness secured in part
by this Deed of Trust is secured by mortgages and/or deeds of trust  encumbering
and conveying lands and other property  and/or  leasehold  interests  therein in
other  states as more  particularly  described  in the  Agreement,  all of which
mortgages  and/or deeds of trust,  including this  instrument,  being  hereafter
referred to as "the mortgage instruments."

     It is  understood  and  agreed  that  all of the  properties  of all  kinds
conveyed or encumbered by the mortgage  instruments are security for the Secured
Obligations  without  allocation  of any one or more of the  parcels or portions
thereof to any portion of the  Secured  Obligations  less than the whole  amount
thereof unless so stated in said mortgage instruments.

     Subject  to the Prior  Deed of Trust,  it is  specifically  covenanted  and
agreed that  Beneficiary  or Trustee may  proceed,  at the same or at  different
times,  to  foreclose  said  mortgage  instruments,  or  any  of  them,  by  any
proceedings  appropriate  in the state  where any of the land lies,  and that no
event of enforcement  taking place in any state including,  without limiting the
generality of the foregoing, any pending foreclosure,  judgment or decree of the
foreclosure,  foreclosure  sale, rents received,  possession  taken,  deficiency
judgment or decree, or judgment taken on the Secured  Obligations,  shall in any
way stay, preclude or bar enforcement of the mortgage instruments or any of them
in any other state,  and that,  Beneficiary or Trustee may pursue any or all its
remedies to the maximum  extent  permitted by state law until all of the Secured
Obligations now or hereafter  secured by any or all of the mortgage  instruments
has been paid and discharged in full.

     Neither Trustor, nor any person claiming under Trustor, shall have or enjoy
any right to marshaling of assets,  all such right being hereby expressly waived
as to Trustor and all persons claiming under it,  including  junior lienors.  No
release  of  personal  liability  of any person  whatever  and no release of any
portion  of the  property  now or  hereafter  subject  to the lien of any of the
mortgage  instruments  shall have any effect  whatever by way of  impairment  or
disturbance  of the lien or priority of any of said  mortgage  instruments.  Any
foreclosure or other  appropriate  remedy brought in any of the states aforesaid
may be brought and prosecuted as to any part of the mortgaged security, wherever
located,  without  regard  to the fact  that  foreclosure  proceedings  or other
appropriate  remedies  have or have not been  instituted  elsewhere on any other
land subject to the lien of said mortgage instruments or any of them.


<PAGE>19



     Section 1.23 Leasehold and Leasehold Instruments.

          (a) Trustor covenants and agrees to faithfully comply with and perform
all of its obligations under the Leasehold  Instruments and to promptly cure any
default by it under the Leasehold Instruments.

          (b) Trustor may modify,  amend or terminate any  Leasehold  Instrument
without the prior written  consent  provided such action is consistent  with the
terms of the Agreement and the Prior Deed of Trust.

          (c)  Trustor  will  promptly  give  Beneficiary  a copy of any default
notice given to Trustor with respect to any Leasehold Instrument.

                                   ARTICLE II

                         EVENTS OF DEFAULT AND REMEDIES

     Section 2.01 Events of Default.  The following  shall  constitute  defaults
hereunder  and,  after the giving of notice and the passage of time,  if any, as
provided herein, shall constitute "Events of Default" hereunder:

          (a) If Trustor shall fail to pay when due any Secured Obligation after
the passage of any applicable notice or grace period, if any; or

          (b) If an Event of Default,  as defined in the Agreement,  shall occur
under the Agreement.

     Section 2.02  Beneficiary's  Remedies.  (a) During the  continuance  of any
Event of Default, Beneficiary,  without notice or presentment, each of which are
hereby  waived by Trustor,  may,  subject to the  provisions  of the  Agreement,
declare the entire principal of the Secured Obligations then outstanding and all
accrued  and unpaid  interest  thereon  and all other  amounts  owing in respect
thereof (if not then due and payable, whether by acceleration or otherwise),  to
be due and payable  immediately,  and upon any such declaration the principal of
the Secured Obligations and said accrued and unpaid interest shall become and be
immediately due and payable,  anything in the instruments evidencing the Secured
Obligations or in this Deed of Trust to the contrary notwithstanding;

          (b) During the  continuance  of any Event of Default,  Beneficiary  or
Trustee may, subject to the Prior Deed of Trust,  enter into and upon all or any
part of the Premises, and, having and holding the same, may use, operate, manage
and control the Mortgaged


<PAGE>20


Property or any part thereof and conduct the business thereof, either personally
or by its superintendents,  managers, agents, servants,  attorneys or receivers;
and likewise,  from time to time, at the expense of Trustor,  Beneficiary and/or
Trustee may make all necessary or proper repairs,  renewals and replacements and
such useful  alterations,  additions,  betterments and improvements  thereto and
thereon as to it may deem advisable in its sole judgment; and in every such case
Beneficiary  and/or  Trustee  shall  have the right to manage  and  operate  the
Mortgaged  Property and to carry on the business thereof and exercise all rights
and  powers of Trustor  with  respect  thereto  either in the name of Trustor or
otherwise as Beneficiary or Trustee shall deem best; and  Beneficiary or Trustee
shall be entitled,  subject to the Prior Deed of Trust with or without  entering
into or upon the Premises, to collect and receive all gross receipts,  earnings,
revenues,  rents,  maintenance  payments,  issues,  profits  and  income  of the
Mortgaged  Property and every part thereof,  all of which shall for all purposes
constitute  property  of  Beneficiary;  and,  after  deducting  the  expenses of
conducting  the  business  thereof and of all  maintenance,  repairs,  renewals,
replacement,  alterations,  additions,  betterments and improvements and amounts
necessary to pay taxes, assessments, insurance and prior or other proper charges
upon the Mortgaged Property or any part thereof,  as well as just and reasonable
compensation  for  the  services  of  Beneficiary  and/or  Trustee  and  for all
attorneys,  counsel, agents, clerks, servants and other employees by it properly
engaged and employed,  Beneficiary  may apply the moneys arising as aforesaid in
such manner and at such times as Beneficiary  shall  determine in its discretion
consistent with the Agreement to the payment of the Secured  Obligations and the
interest  thereon,  when and as the same  shall  become  payable  and/or  to the
payment of any other  sums  required  to be paid by  Trustor  under this Deed of
Trust;

          (c)  During the  continuance  of any such  Event of  Default,  Trustor
covenants  and agrees as follows  (subject,  in each case,  to the Prior Deed of
Trust and Sections 5.05 and 5.06 of this Deed of Trust):

          (1) Trustee or Beneficiary  may, with or without entry,  personally or
     by their agents or  attorneys,  insofar as  applicable,  sell the Mortgaged
     Property or any part  thereof and  pursuant to the  procedures  provided by
     law, and all estate, right, title, interest,  claim and demand therein, and
     right  of  redemption  thereof,  at one or more  sales as an  entity  or in
     parcels,  and at such time and place upon such terms and after such  notice
     thereof as may be required or permitted by law; or

          (2)  Trustee  or  Beneficiary  may  institute  an action  of  mortgage
     foreclosure  or  institute  other  proceedings  according  to law  for  the
     foreclosure  hereof, and may prosecute the same to judgment,  execution and
     sale for the collection of the Secured  Obligations secured hereby, and all
     interest  with  respect  thereto,  together  with all taxes  and  insurance
     premiums  advanced  by


<PAGE>21


     Beneficiary or Trustee and other sums payable by Trustor hereunder, and all
     fees, costs and expenses of such proceedings, including attorneys' fees and
     expenses; or

          (3) Trustee or  Beneficiary  may, if default be made in the payment of
     any part of the Secured Obligations,  proceed with foreclosure of the liens
     evidenced  hereby in satisfaction of such item either through the courts or
     by conducting the sale as herein provided,  and proceed with foreclosure of
     the security  interest created hereby,  all without  declaring the whole of
     the Secured  Obligations  due, and provided  that if sale of the  Mortgaged
     Property,  or any portion thereof, is made because of default in payment of
     a part of the  Secured  Obligations,  such sale may be made  subject to the
     unmatured part of the Secured Obligations, but as to such unmatured part of
     the Secured Obligations (and it is agreed that such sale, if so made, shall
     not in any manner  affect the  unmatured  part of the Secured  Obligations)
     this Deed of Trust shall  remain in full force and effect just as though no
     sale had been  made  under  the  provisions  of this  paragraph.  And it is
     further agreed that several sales may be made hereunder without  exhausting
     the right of sale for any  unmatured  part of the Secured  Obligations,  it
     being the purpose to provide for a  foreclosure  and sale of the  Mortgaged
     Property,  or any part  thereof,  for any  matured  portion of the  Secured
     Obligations  without  exhausting  the  power to  foreclose  and to sell the
     Mortgaged Property,  or any part thereof, for any other part of the Secured
     Obligations whether matured at the time or subsequently maturing; or

          (4) Trustee or Beneficiary  may take such steps to protect and enforce
     its rights  whether by action,  suit or  proceeding in equity or at law for
     the specific  performance  of any  covenant,  condition or agreement in the
     Loan Documents or in aid of the execution of any power herein  granted,  or
     for  any  foreclosure  hereunder,  or for  the  enforcement  of  any  other
     appropriate  legal or  equitable  remedy or  otherwise  as  Beneficiary  or
     Trustee shall elect; or

          (5)  Beneficiary  or Trustee may exercise in respect of the  Mortgaged
     Property  consisting of Fixtures,  all of the rights and remedies available
     to a secured  party upon default  under the  applicable  provisions  of the
     Uniform  Commercial Code as then in effect in the state where the Mortgaged
     Property is located; or

          (6)  Beneficiary  or Trustee may apply any proceeds or amounts held in
     escrow  pursuant  to the terms of this Deed of Trust to payment of any part
     of the Secured  Obligations  in such order of priority as  Beneficiary  may
     determine consistent with the Agreement; or


<PAGE>22


          (7) Any sale as aforesaid may be subject to such existing tenancies as
     Beneficiary, in its sole discretion, may elect.

     Section 2.03 Sale, Foreclosure, etc. (a) Beneficiary or Trustee may adjourn
from  time to time any sale by it to be made  under or by virtue of this Deed of
Trust by  announcement at the time and place appointed for such sale or for such
adjourned  sale or sales;  and,  except as otherwise  provided by any applicable
provision of law, Beneficiary or Trustee, without further notice or publication,
may  make  such  sale at the  time and  place  to  which  the  same  shall be so
adjourned.

          (b) Upon the  completion of any sale or sales made by  Beneficiary  or
Trustee under or by virtue of this Article II,  Beneficiary  or Trustee,  or any
officer  of any court  empowered  to do so,  shall  execute  and  deliver to the
accepted purchaser or purchasers a good and sufficient  instrument,  or good and
sufficient instruments, conveying, assigning and transferring all estate, right,
title and interest in and to the properties,  interests and rights sold. Subject
to the Prior Deed of Trust,  Beneficiary and Trustee are each hereby irrevocably
appointed  the true and lawful  attorney of Trustor,  in its name and stead,  to
make all the necessary conveyances, assignments, transfers and deliveries of any
part of the  Mortgaged  Property  and  rights  so  sold,  and for  that  purpose
Beneficiary  or Trustee may execute all  necessary  instruments  of  conveyance,
assignment  and transfer and may substitute one or more persons with like power,
Trustor  hereby  ratifying  and  confirming  all that its said  attorney or such
substitute or  substitutes  shall  lawfully do by virtue  hereof.  Nevertheless,
Trustor, if so requested by Beneficiary or Trustee, shall ratify and confirm any
such sale or sales by executing and  delivering to  Beneficiary or Trustee or to
such  purchaser or purchasers all such  instruments as may be advisable,  in the
reasonable  judgment of  Beneficiary  or Trustee,  for the purpose and as may be
designated in such request.

          (c) Upon any sale,  whether under the power of sale hereby given or by
virtue of judicial  proceedings,  it shall not be necessary for  Beneficiary  or
Trustee, or any public officer acting under execution or order of court, to have
present or constructive possession of any of the Mortgaged Property.

          (d) The recitals  contained in any  conveyance  made by Beneficiary or
Trustee to any  purchaser at any sale made pursuant  hereto or under  applicable
law shall be full evidence of the matters therein stated,  and all prerequisites
to such sale shall be presumed to have been satisfied and performed.

          (e) Any such  sale or sales  made  under or by  virtue of this Deed of
Trust, whether under the power of sale hereby granted and conferred, or under or
by virtue of any judicial proceedings, shall operate to divest all right, title,
interest, claim and demand whatsoever, either by law or in equity, of Trustor in
and to the premises and property sold,


<PAGE>23


and shall be a perpetual bar, both at law and in equity,  against  Trustor,  its
successors and assigns, and (subject to the Prior Deed of Trust) against any and
all persons or entities  claiming the premises  and property  sold,  or any part
thereof, from through or under Trustor and its successors or assigns.

          (f) The receipt given by Beneficiary or Trustee for the purchase money
paid at any such sale,  or the receipt  given by any other person  authorized to
receive the same, shall be sufficient discharge therefor to any purchaser of the
property, or any part thereof, sold as aforesaid,  and no such purchaser, or his
representatives,  grantees or assigns,  after  paying  such  purchase  money and
receiving  such receipt,  shall be bound (i) to see to the  application  of such
purchase money or any part thereof upon or for any trust or purpose of this Deed
of Trust,  (ii) by the  misapplication  or  nonapplication  of any such purchase
money,  or any  part  thereof,  or  (iii) to  inquire  as to the  authorization,
necessity, expediency or regularity of any such sale.

          (g) In case  the  liens or  security  interests  hereunder,  or by the
exercise of any other right or power,  shall be foreclosed by  Beneficiary's  or
Trustee's sale or by other judicial or non-judicial action, the purchaser at any
such sale shall receive, as an incident to its ownership,  immediate  possession
of the property  purchased,  and if Trustor or Trustor's  successors  shall hold
possession of said  property,  or any part thereof,  subsequent to  foreclosure,
Trustor or Trustor's  successors shall be considered as tenants at sufferance of
the purchaser at  foreclosure  sale,  and anyone  occupying  the property  after
demand made for  possession  thereof  shall be guilty of forcible  detainer  and
shall be subject to eviction and removal, forcible or otherwise, with or without
process of law, and all damages by reason thereof are hereby expressly waived.

          (h) In the  event  a  foreclosure  hereunder  shall  be  commenced  by
Beneficiary  or Trustee,  Beneficiary or Trustee may at any time before the sale
abandon the suit,  and may then institute suit for the collection of the Secured
Obligations and for the foreclosure of the liens and security  interest  hereof.
If  Beneficiary  or Trustee  should  institute a suit for the  collection of the
Secured  Obligations  and for a foreclosure  of the liens and security  interest
hereof,  it may at any time  before the entry of a final  judgment  in said suit
dismiss  the  same  and  proceed  to sell the  Mortgaged  Property,  or any part
thereof, in accordance with provisions of this Deed of Trust.

          (i) Any  reasonable  expenses  incurred by  Beneficiary  or Trustee in
prosecuting,  resetting  or settling  the claim of  Beneficiary  shall become an
additional Secured Obligation of Trustor hereunder.

          (j) In the event of any sale made  under or by virtue of this  Article
II (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),  the
entire principal of, and interest on, the


<PAGE>24


Secured  Obligations,  if not  previously  due and  payable,  and all other sums
required  to be paid by  Trustor  pursuant  to this Deed of  Trust,  immediately
thereupon shall, anything in the Secured Obligations or in this Deed of Trust to
the contrary notwithstanding, become due and payable.

          (k) The purchase money proceeds or avails of any sale made under or by
virtue of this Article II,  together  with any other sums which then may be held
by  Beneficiary  under this Deed of Trust,  whether under the provisions of this
Article II or  otherwise,  shall be applied in  accordance  with the laws of the
state  where  the  Mortgaged  Property  is  located,   and  to  the  extent  not
inconsistent,  first to the  payment  of the costs and  expenses  of such  sale,
including reasonable compensation to Beneficiary or Trustee and their agents and
counsel,  second to the payment of the amounts due and owing under or in respect
of the Secured  Obligations  for  principal  and interest and any other  amounts
including  (without  limitation)  any other sums  required to be paid by Trustor
pursuant to any provision of this Deed of Trust or any other Loan Document, with
interest  at the  Default  Rate  from and after  the  happening  of any Event of
Default  in the  order  set  forth in  Section  7.2 of the  Agreement,  all with
interest at the Default  Rate from the date such sums were or are required to be
paid under this Deed of Trust, and third to the payment of the surplus,  if any,
to whomsoever may be lawfully entitled to receive the same.

          (l) Upon any sale made under or by virtue of this Article II,  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,  Beneficiary and
any  other  Secured  Party or  Trustee  may bid for and  acquire  the  Mortgaged
Property or any part thereof and Beneficiary and any other Secured Party in lieu
of paying cash therefor may make  settlement for the purchase price by crediting
some or all of the  indebtedness  of Trustor secured by this Deed of Trust owing
to such  Secured  Party (or,  in the case of  Beneficiary,  owing to all Secured
Parties) the net sales price after deducting  therefrom the expenses of the sale
and the costs of the action and any other sums which  Beneficiary  or Trustee is
authorized to deduct under this Deed of Trust.

     Section 2.04 Payments, Judgment, etc. (a) In case an Event of Default under
the Agreement and the  acceleration  of the  obligations  thereunder  shall have
occurred,  then Trustor will in accordance with the Agreement pay to Beneficiary
the whole  amount  which then shall have  become due and  payable on the Secured
Obligations,  whether for principal  and interest or both or  otherwise,  as the
case may be,  which  interest  shall then accrue at the Default Rate on the then
unpaid principal of or other amounts constituting the Secured  Obligations,  and
the sums  required to be paid by Trustor  pursuant to any provision of this Deed
of Trust,  and in addition thereto such further amount as shall be sufficient to
cover  the  costs  and  expenses  of  collection,   including   compensation  to
Beneficiary  and/or Trustee,  their agents and counsel and any expenses incurred
by Beneficiary or Trustee  hereunder.  In the event Trustor shall fail forthwith
to pay such amounts upon demand,  Beneficiary  and/or  Trustee shall be entitled
and empowered to institute such action or proceedings at law or in equity as may
be advised by its counsel for the


<PAGE>25


collection  of the sums so due and unpaid,  and may prosecute any such action or
proceedings to judgment or final decree.

          (b) Beneficiary  and/or Trustee shall be entitled to recover  judgment
as aforesaid  either  before or after or during the pendency of any  proceedings
for the  enforcement  of the  provisions  of this Deed of Trust and the right of
Beneficiary and/or Trustee to recover such judgment shall not be affected by any
entry or sale hereunder,  or by the exercise of any other right, power or remedy
for the  enforcement of the provisions of this Deed of Trust or the  foreclosure
of the lien hereof;  and in the event of a sale of the Mortgaged Property or any
part thereof and of the application of the proceeds of sale, as provided in this
Deed of Trust, to the payment of the  indebtedness  hereby secured,  Beneficiary
and/or  Trustee  shall be  entitled  to enforce  payment  of, and to receive all
amounts then  remaining  due and unpaid upon,  the Secured  Obligations,  and to
enforce payment of all other charges,  payments and costs due under this Deed of
Trust and shall be  entitled  to recover  judgment  for any  portion of the debt
remaining  unpaid,  with  interest  thereon  at the  Default  Rate.  In  case of
proceedings  against  Trustor in insolvency or bankruptcy or any proceedings for
its reorganization or involving the liquidation of its assets,  then Beneficiary
and/or  Trustee  shall be entitled to prove the whole  amount of  principal  and
interest due upon the Secured  Obligations to the full amount  thereof,  and all
other payments, charges and costs due under this Deed of Trust without deducting
therefrom  any proceeds  obtained  from the sale of the whole or any part of the
Mortgaged Property.

          (c) No recovery of any judgment by  Beneficiary or Trustee and no levy
of an execution under any judgment upon the Mortgaged Property or upon any other
property of Trustor  shall affect,  in any manner or to any extent,  the lien of
this Deed of Trust  upon the  Mortgaged  Property  or any part  thereof,  or any
liens, rights, powers or remedies of Beneficiary or Trustee hereunder,  but such
liens,  rights,  powers and remedies of  Beneficiary  or Trustee shall  continue
unimpaired as before.

          (d) Any moneys thus  collected by  Beneficiary  or Trustee  under this
Section 2.04 shall be applied by Beneficiary  in accordance  with the provisions
of paragraph (k) of Section 2.03.

     Section 2.05 Receiver,  Waiver. After the happening of any Event of Default
and  immediately  upon the  commencement  of any  action,  suit or  other  legal
proceedings by  Beneficiary or Trustee to obtain  judgment for the principal of,
or interest  on, and any other  amounts  constituting  the Secured  Obligations,
including  (without  limitation)  all other sums  required to be paid by Trustor
pursuant to any  provision  of this Deed of Trust or of any nature in aid of the
enforcement of the Secured  Obligations  or of this Deed of Trust,  Trustor will
(a)  waive the  issuance  and  service  of  process  and  submit to a  voluntary
appearance in such action,  suit or proceeding and (b) subject to the Prior Deed
of Trust, if required by Beneficiary or


<PAGE>26


Trustee,  consent to the appointment of a receiver or receivers of the Mortgaged
Property  or any  part  thereof  and  of  all  the  earnings,  revenues,  rents,
maintenance  payments,  issues,  profits and income  thereof in accordance  with
Section 2.11 hereof.  After the happening of any Event of Default and during its
continuance,  or upon the commencement of any proceedings to foreclose this Deed
of Trust or to enforce the specific performance hereof or in aid thereof or upon
the  commencement  of any other  judicial  proceeding  to  enforce  any right of
Beneficiary  or  Trustee,  subject  to the Prior Deed of Trust,  Beneficiary  or
Trustee shall be entitled,  as a matter of right, if it shall so elect,  without
the giving of notice to any other  party and without  regard to the  adequacy or
inadequacy of any security for the Deed of Trust indebtedness,  forthwith either
before or after declaring the unpaid principal of the Secured  Obligations to be
due and payable, to the appointment of such a receiver or receivers.

     Section 2.06 Beneficiary's  Possession.  Notwithstanding the appointment of
any receiver,  liquidator or trustee of Trustor or of any of its property, or of
the  Mortgaged  Property or any part  thereof,  Beneficiary  and Trustee  shall,
subject to the Prior Deed of Trust, be entitled to retain possession and control
of the Mortgaged Property.

     Section  2.07  Remedies  Cumulative.  No remedy  herein  conferred  upon or
reserved to  Beneficiary  or Trustee is intended  to be  exclusive  of any other
remedy or  remedies  which  Beneficiary  or Trustee  may be entitled to exercise
against Trustor and each and every such remedy shall be cumulative, and shall be
in addition to every other remedy given  hereunder or in the Agreement or in any
other Loan Document now or hereafter existing at law or in equity or by statute.
No delay by or omission of Beneficiary or Trustee to exercise any right or power
shall be  construed  to be a waiver of any Event of Default or any  acquiescence
therein;  and  every  power  and  remedy  given in this  Deed of Trust or in the
Agreement  or in any other  Loan  Document  to  Beneficiary  or  Trustee  may be
exercised  from time to time as often as may be deemed  expedient by Beneficiary
or Trustee.  The resort to any remedy provided  hereunder or in the Agreement or
in any other Loan Document or provided by law or at equity shall not prevent the
concurrent or subsequent  employment of any other appropriate remedy or remedies
against Trustor.  By the acceptance of payment of principal of or interest on or
any other amount due in respect of any of the Secured  Obligations after its due
date,  Beneficiary  and Trustee do not waive the right either to require  prompt
payment when due of all other amounts secured hereby or to regard as an Event of
Default the failure to pay any other such amounts. Nothing in this Deed of Trust
or in the  Agreement or in any  instrument  evidencing  the Secured  Obligations
shall affect the obligation of Trustor to pay (i) the principal of, and interest
on, the Secured  Obligations  in the manner and at the time and place therein or
in the Agreement  expressed or (ii) the other Secured  Obligations in the manner
and at the time herein expressed.

     Section  2.08  Agreement  by Trustor.  Trustor  will not at any time insist
upon, or plead, or in any manner whatever claim or take any benefit or advantage
of any stay or extension or moratorium law, any exemption from execution or sale
of the Mortgaged Property or


<PAGE>27


any part thereof, wherever enacted, now or at any time hereafter in force, which
may affect the covenants and terms of  performance  of this Deed of Trust or any
other Loan Document,  or claim,  take or insist upon any benefit or advantage of
any law now or hereafter in force  providing  for the  valuation or appraisal of
the Mortgaged Property, or any part thereof,  prior to any sale or sales thereof
which may be made pursuant to any provision  herein,  or pursuant to the decree,
judgment or order of any court of  competent  jurisdiction,  or,  after any such
sale or sales,  claim or  exercise  any right under any  statute  heretofore  or
hereafter  enacted  to redeem  the  property  so sold or any part  thereof;  and
Trustor hereby expressly waives all benefit or advantage of any such law or laws
and covenants  not to hinder,  delay or impede the execution of any power herein
granted or delegated  to  Beneficiary  or Trustee,  but to suffer and permit the
execution of every power as though no such law or laws had been made or enacted.
Trustor,  waives,  to the extent  that it  lawfully  may,  all right to have the
Mortgaged Property or any part thereof marshaled upon any foreclosure hereof.

     Section 2.09 Use and  Occupancy  Payments.  During the  continuance  of any
Event of Default and pending the  exercise by  Beneficiary  and Trustee of their
rights to exclude  Trustor from all or any part of the Premises,  unless Trustor
is legally  entitled to continue  possession of the Premises,  Trustor agrees to
pay to Beneficiary the fair and reasonable  rental value,  which amount shall be
determined  by the  Beneficiary  in its  reasonable  judgment,  for  the use and
occupancy of the Premises or any portion thereof which are in its possession for
such period and,  upon default of any such payment,  will,  subject to the Prior
Deed of Trust, vacate and surrender possession of the Premises to Beneficiary or
Trustee or to a receiver,  if any, and in default  thereof may be evicted by any
summary  action or proceeding for the recovery of possession of the Premises for
non-payment  of rent,  however  designated.  Any  payments  received  under this
Section 2.09 by Beneficiary  shall be applied in accordance with Section 2.03(k)
of this Deed of Trust.

     Section 2.10 Beneficiary's Right to Purchase. In case of any sale under the
foregoing  provisions  of this Article II,  whether made under the power of sale
hereby given or pursuant to judicial proceedings, Beneficiary or Trustee may bid
for and purchase any property,  and may make payment therefor as hereinafter set
forth or as set forth in Section  2.03(l) above,  and, upon  compliance with the
terms of said sale,  may hold,  retain  and  dispose  of such  property  without
further accountability therefor. For the purpose of making settlement or payment
for the  property or  properties  purchased,  Beneficiary  and Trustee  shall be
entitled  to use and apply  such of the  Secured  Obligations  held by it or the
other Secured  Parties,  including  (without  limitation) any accrued and unpaid
interest  thereon,  as it may  elect,  or as may be  otherwise  provided  for in
Section 2.03(l) above.

     Section 2.11  Appointment of Receiver.  Upon  application of Beneficiary or
Trustee to any court of competent  jurisdiction,  if any Event of Default  shall
have occurred and so long as it shall be continuing,  to the extent permitted by
law, and subject to the Prior Deed of Trust,


<PAGE>28


a receiver  may be  appointed to take  possession  of and to operate,  maintain,
develop and manage the  Mortgaged  Property or any part  thereof.  In every case
when a  receiver  of the whole or any part of the  Mortgaged  Property  shall be
appointed  under this Section 2.11 or  otherwise,  the net income and profits of
the  Mortgaged  Property  shall,  subject to the order of any court of competent
jurisdiction, and subject to the Prior Deed of Trust, be paid over to, and shall
be  received  by,  Beneficiary  or Trustee to be applied as  provided in Section
2.03(k) hereof.

     Section  2.12 No  Waiver.  Beneficiary  and/or  Trustee  may  resort to any
security  given by this Deed of Trust or to any other  security  now existing or
hereafter given to secure the payment of any of the Secured  Obligations secured
hereby,  in whole or in part, and in such portions and in such order as may seem
best to Beneficiary or Trustee in its reasonable discretion, and any such action
shall not in any way be considered  as a waiver of any of the rights,  benefits,
liens or security interest created by this Deed of Trust.

                                   ARTICLE III

                         ASSIGNMENT OF LEASES AND RENTS

     Section 3.01 Lease Related Definitions.  As used in this Deed of Trust: (a)
"Lease" means any lease, sublease, or other similar agreement,  now or hereafter
existing, under the terms of which any person other than Trustor has or acquires
any right to occupancy or use of the Mortgaged Property, or any part thereof, or
interest therein; (b) "Lessee" means the lessee, sublessee,  licensee, tenant or
other person  having the right to occupy or use all or any part of the Mortgaged
Property  under a Lease;  and (c) "Rent" means the rents,  additional  rents and
other consideration payable to Trustor by the Lessee under the terms of a Lease.
Whenever  reference is made in this Deed of Trust to a lease,  license,  lessee,
licensee,  tenancy  or  tenant,  such  reference  shall be deemed  to  include a
sublease, sublessee, license, licensee, subtenancy or subtenant, as the case may
be.

     Section 3.02  Assignment  of Leases and Rents.  Trustor  hereby  assigns to
Beneficiary and to Trustee for the benefit of Beneficiary  all Leases,  together
with all Rents payable under the Leases, now or at any time hereafter  existing,
such assignment  being subject to the Prior Deed of Trust and upon the following
terms:  (a) until  receipt from  Beneficiary  of notice of the  occurrence of an
Event of Default, each Lessee may pay rent directly to Trustor, (b) upon receipt
from  Beneficiary of notice that an Event of Default exists,  each Lessee shall,
and is hereby authorized and directed to, pay directly to Beneficiary or Trustee
(as therein  specified) all Rent  thereafter  accruing,  and the receipt of such
Rent by  Beneficiary  or Trustee shall be a release of such Lessee to the extent
of all amounts so paid,  (c) Rent so received by Beneficiary or Trustee shall be
applied by Beneficiary  or Trustee first to the expenses,  if any, of collection
and then in accordance with Article II hereof,  (d) without impairing its rights
hereunder,  Beneficiary or Trustee may, at its option, at any time and from time
to time,  release to Trustor


<PAGE>29


Rent so received by Beneficiary or Trustee, or any part thereof, (e) Beneficiary
and Trustee shall not be liable for their  failure to collect,  or their failure
to exercise  diligence in the collection of, Rent, but shall be accountable only
for Rent  that they  shall  actually  receive.  As among  Beneficiary,  Trustee,
Trustor  and any  person  claiming  through  or under  Trustor,  the  assignment
contained in this Section  3.02 is intended to be  absolute,  unconditional  and
presently  effective,  and the provisions of subsection 3.02(a) are intended for
the  benefit of each  Lessee and shall  never inure to the benefit of Trustor or
any person  claiming  through or under Trustor.  It shall never be necessary for
Beneficiary or Trustee to institute legal  proceedings of any kind whatsoever to
enforce the provisions of this Section 3.02.  Notwithstanding anything herein to
the  contrary,  Trustor  may  collect  such Rent  until such time as an Event of
Default shall occur hereunder.

     Section 3.03 Beneficiary's Consent.  Nothing in this Article III shall ever
be  construed  as (a) allowing any Lease  without  Beneficiary's  prior  written
consent unless  otherwise  permitted under the Agreement,  or (b)  subordinating
this Deed of Trust to any Lease.

     Section 3.04 Lease Related Covenants. Trustor covenants to: (a) upon demand
by Beneficiary and subject to the Prior Deed of Trust,  assign to Beneficiary or
Trustee,  by  separate   instrument  in  form  and  substance   satisfactory  to
Beneficiary, any and all Leases, and/or all Rents payable thereunder, including,
but not limited to, any Lease which is now in existence or which may be executed
after the date hereof;  (b) not accept from any Lessee, nor permit any Lessee to
pay, Rent for more than one month in advance except for payment in the nature of
security for performance of Lessee's  obligations  unless otherwise provided for
in the Lease;  (c) comply with the terms and provisions of each Lease including,
without  limitation,  the payment of all sums  required to be paid by Trustor or
which any Lessor  has an option to pay under any Lease in order to  prevent  any
reduction in or offset  against any Rent payable  under any Lease or any default
thereunder;  (d) not amend,  extend,  cancel,  abridge,  or otherwise modify, or
accept  surrender  of, or renew,  any  Lease  without  the  written  consent  of
Beneficiary  other than in the  ordinary  course of  business,  (e) not  assign,
transfer or mortgage any Lease without the written consent of  Beneficiary;  (f)
not  assign,  transfer,  pledge or  mortgage  any Rent;  (g) not waive,  excuse,
release or condone any nonperformance of any covenant of any Lease by any Lessee
other than in the  ordinary  course of  business;  (h) give to  Beneficiary  and
Trustee  duplicate  notice of each material  default by each Lessee;  (i) on all
Leases  executed  after the date  hereof,  cause each  Lessee to agree (and each
Lessee under each Lease executed after the date hereof does so agree) to give to
Beneficiary  and Trustee  written notice of each and every  material  default by
Trustor  under its Lease and not exercise  any remedies  under such Lease unless
Beneficiary  or Trustee fails to cure such material  default within a reasonable
period after Beneficiary and Trustee have received such notice;  provided,  that
Beneficiary  or Trustee shall never have any obligation or duty to cure any such
material  default;  (j)  enforce  its  rights  with  regard to all Leases in the
ordinary  course of  business;  and (k) not enter into any Lease  affecting


<PAGE>30


the Mortgaged Property or any part thereof unless otherwise  permitted under the
Agreement and the Prior Deed of Trust without the prior approval of Beneficiary.

     Section 3.05 Beneficiary Not Liable.  Beneficiary  and/or Trustee shall not
be obligated to perform or discharge, nor does it hereby undertake to perform or
discharge,  any  obligation,  duty or liability  under any Lease, or under or by
reason of this assignment,  and Trustor shall and does hereby agree to indemnify
and to hold  Beneficiary  and  Trustee  harmless  from and  against  any and all
liability,  loss or damage which Beneficiary or Trustee may or might incur under
any Lease or under or by reason of this  assignment and from and against any and
all claims and demands  whatsoever which may be asserted against  Beneficiary or
Trustee by reason of any  alleged  obligations  or  undertakings  on its part to
perform or discharge any of the terms,  covenants or agreements contained in any
Lease.  Should  Beneficiary or Trustee incur any such liability,  loss or damage
under any Lease or under or by reason of this  assignment,  or in the defense of
any such claims or demands,  the amount thereof,  including all costs,  expenses
and attorneys'  fees, shall be secured hereby and constitute part of the Secured
Obligations,  and Trustor shall reimburse Beneficiary therefore immediately upon
demand,  and upon the failure of Trustor to do so,  Beneficiary  may declare all
sums secured by this Deed of Trust immediately due and payable.

     Section 3.06 Estoppel  Certificates.  On all Leases executed after the date
hereof,  all Leases shall  provide for the giving by the Lessee of  certificates
with respect to the status of such Leases,  and Trustor shall exercise its right
to request  such  certificates  within ten (10) days of any demand  therefor  by
Beneficiary.  Trustor shall furnish to Beneficiary  or Trustee,  within ten (10)
days after a request by Beneficiary or Trustee to do so, an executed counterpart
of all Leases.

     Section 3.07 Lease Approval Requirements.  On all Leases executed after the
date hereof, all Leases and Lessees of the Premises,  or any part thereof,  must
be acceptable to and approved by Beneficiary unless otherwise provided under the
Agreement;   and  all  Lessees  shall   execute  such   estoppel   certificates,
subordinations,  attornments  and other  agreements as Beneficiary  may require.
Under no circumstances shall Beneficiary or Trustee be liable for any obligation
to pay any  leasing  commission,  brokerage  fee or  similar  fee or  charge  in
connection  with any Lease nor shall  Beneficiary  or  Trustee be  obligated  to
complete any Improvements for the benefit of any Lessee.



<PAGE>31


                                   ARTICLE IV

                                  MISCELLANEOUS

     Section 4.01 Benefit of Beneficiary.  All of the grants, covenants,  terms,
provisions  and  conditions  of this  Deed of Trust  shall run with the land and
shall apply to, bind and inure to the benefit of the  successors  and assigns of
the  respective  parties  hereto;  provided,  that  Trustor  may not  assign its
obligations hereunder without the prior written consent of Beneficiary.

     Section 4.02 Savings Clause. In the event any one or more of the provisions
contained  in this  Deed of Trust  shall for any  reason be held to be  invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability  shall,  at the  option of  Beneficiary,  not  affect any other
provision  of this Deed of Trust but this Deed of Trust shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein
or therein.

     Section 4.03 Notices.  All notices hereunder shall be given pursuant to the
terms of  Section  9.1 of the  Agreement,  and  supplementing  such  provisions,
notices required to be given to Trustee shall be given at Trustee's  address set
forth herein.

     Section 4.04  Governing  Law. This Deed of Trust shall,  without  regard to
place of contract or payment, be construed and enforced according to the laws of
the state  where the  Mortgaged  Property  is  located,  all  without  regard to
principles of conflict of laws.

     Section 4.05 No Change. Neither this Deed of Trust nor any provision hereof
may be changed,  waived,  discharged or  terminated,  except by an instrument in
writing, signed by Beneficiary and Trustor.

     Section 4.06  Security  Agreement  and Fixture  Filing.  This Deed of Trust
shall be deemed to be a security  agreement and fixture  filing  pursuant to the
Uniform Commercial Code of the state where the Mortgaged Property is located.

     Section 4.07 No Usury.  In the event that  Beneficiary,  in  enforcing  its
rights  hereunder,  determines that charges and fees incurred in connection with
the Secured Obligations may, under the applicable usury laws, cause the interest
rate herein to exceed the maximum  allowed by law, then such  interest  shall be
recalculated  and any excess over the maximum  interest  permitted  by said laws
shall be  credited  to the then  principal  outstanding  balance to reduce  said
balance by that  amount.  It is the intent of the parties  hereto  that  Trustor
under no  circumstances  shall be  required  to pay,  nor shall  Beneficiary  be
entitled to collect,  any interest  which is in excess of the maximum legal rate
permitted under the applicable usury laws.


<PAGE>32


     Section  4.08  Effect of  Partial  Release.  No  release of any part of the
Mortgaged  Property  or of any other  property  conveyed  to secure the  Secured
Obligations shall in any way alter,  vary or diminish the force,  effect or lien
or security interest of this Deed of Trust on the Mortgaged  Property or portion
thereof remaining subject to the lien and security interest created hereby.

     Section 4.09 Beneficiary's Dealing with Successors and Lessees.  Subject to
the Prior Deed of Trust,  in the event  Trustor or any of  Trustor's  successors
conveys or leases without the prior approval of Beneficiary (except as otherwise
permitted herein or in the Agreement or the Prior Deed of Trust) any interest in
the Mortgaged Property, or any part thereof, to any other party, Beneficiary and
Trustee may deal with any owner or lessee of any part of the Mortgaged  Property
with reference to this Deed of Trust and to the Secured  Obligations,  either by
forbearance  on the part of  Beneficiary  or  release  of all or any part of the
Mortgaged  Property  or of any other  property  securing  payment of any Secured
Obligations,  without  in any  way  modifying  or  affecting  Beneficiary's  and
Trustee's rights, remedies, liens or security interests hereunder (including the
right to exercise  any one or more of the  remedies  described or referred to in
Article  I,  Article  II,  Article  III or  Article  IV hereof in the event such
conveyance is made in  contravention of the provisions of this Deed of Trust) or
the  liability  of Trustor  or any other  party  liable  for the  payment of the
Secured  Obligations,  in whole or in part. This shall not be construed to allow
any such conveyance or leasing by Trustor,  except as permitted herein or in the
Agreement.

     Section 4.10 No Waiver by  Beneficiary.  All options and rights of election
herein  provided for the benefit of Beneficiary  and/or Trustee are  continuing,
and the  failure  to  exercise  any such  option  or right  or  election  upon a
particular  default or breach or upon any subsequent default or breach shall not
be  construed  as waiving the right to  exercise  such option or election at any
later date. By the  acceptance of payment of principal or interest after its due
date,  Beneficiary  and/or  Trustee  does not waive the right  either to require
prompt  payment when due of all other amounts  secured hereby or to regard as an
Event of Default the failure to pay any other such  amounts.  No exercise of the
rights and powers  herein  granted and no delay or  omission in the  exercise of
such rights and powers  shall be held to exhaust the same or be  construed  as a
waiver thereof,  and every such right and power may be exercised at any time and
from time to time. All grants, covenants, terms and conditions hereof shall bind
Trustor and all successive owners of the Premises.

     Section 4.11 Headings Descriptive. The headings of the several sections and
subsections  of this Deed of Trust are inserted for  convenience  only and shall
not in any way affect the meaning or  construction of any provision of this Deed
of Trust.

     SECTION 4.12 WAIVER OF TRIAL BY JURY. THE TRUSTOR,  TRUSTEE AND BENEFICIARY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR


<PAGE>33


PROCEEDING  BASED UPON,  ARISING OUT OF OR IN ANY WAY  CONNECTED TO THIS DEED OF
TRUST.

     Section  4.13  Indemnification.  The  Trustor  agrees to pay,  and to save,
indemnify  and keep the  Beneficiary  and its  respective  directors,  officers,
employees,   attorneys,   experts,   and  agents  harmless  from,  any  and  all
liabilities,  costs and expenses (including,  without limitation, legal fees and
expenses),  losses or damages (i) with respect to, or resulting  from, any delay
in paying,  any and all  excise,  sales or other  taxes  which may be payable or
determined  to be payable with respect to any of the  Mortgaged  Property,  (ii)
with respect to, or resulting  from, any delay in complying with any requirement
of law applicable to any of the Mortgaged  Property or (iii) in connection  with
any of the transactions  contemplated by this Deed of Trust,  including the fees
and disbursements of counsel and of any other experts,  which Beneficiary or its
respective  directors,  officers,  employees,  attorneys,  experts or agents may
incur in connection with (w) the  administration  or enforcement of this Deed of
Trust,  including  such  expenses as are  incurred to preserve  the value of the
Mortgaged  Property and the  validity,  perfection,  rank and value of any liens
granted hereunder,  (x) the collection,  sale or other disposition of any of the
Mortgaged  Property,  (y) the exercise by the  Beneficiary  of any of the rights
conferred  upon it  hereunder  or (z) any  Default  or  Event  of  Default,  but
excluding any such liabilities,  costs and expenses,  losses or damages incurred
solely by reason of the gross  negligence  or  willful  misconduct  of the party
seeking to be  indemnified as determined by a final order or judgment of a court
of competent jurisdiction.

     Any amount due hereunder which is not paid on demand shall bear interest at
a rate equal to the Default Rate and shall be a lien upon the Mortgaged Property
and shall be secured hereby.

     The agreements of the Trustor  contained in this Section 4.13 shall survive
the payment and  performance of the Secured  Obligations  and the termination of
the  liens  and  security   interests  granted  hereby.  All  of  the  Trustor's
obligations to indemnify  Beneficiary  and its directors,  officers,  employees,
attorneys,  experts  and agents  hereunder  shall  (without  duplication)  be in
addition  to,  and  shall not limit in any way,  the  Trustor's  indemnification
obligations contained in the Agreement or in any other Loan Document.

     Section 4.14 Advances under the Agreement. It is understood and agreed that
the funds to be advanced under this Deed of Trust are to be advanced  subject to
and in  accordance  with the  provisions  of the  Agreement  and the other  Loan
Documents,  and that all sums  advanced  thereunder  or  hereunder  are included
within the Secured Obligations secured hereby.

     Section 4.15 Limitation of Trustee's Liability.  Trustee shall be protected
in acting upon any notice, request,  consent, demand,  statement,  note or other
paper or  document  believed by Trustee to be genuine and to have been signed by
the party or parties  purporting  to sign the


<PAGE>34


same.  Trustee  shall not be liable for any error of  judgment,  nor for any act
done or step taken or  omitted,  nor for any  mistakes  of law or fact,  nor for
anything which Trustee may do or refrain from doing in good faith, nor generally
shall Trustee have any accountability hereunder except for willful misconduct or
gross negligence. Trustee may act hereunder and may sell or otherwise dispose of
the Mortgaged Property or any part thereof as herein provided,  although Trustee
has been, may now or may hereafter be, attorneys,  officers, agents or employees
of Beneficiary, in respect of any matter of business whatsoever. Beneficiary and
Trustee  shall not be liable for any loss to any  Chattels in their  possession,
provided that they shall use reasonable care with respect thereto;  and any such
loss shall not diminish the debt due.

     Section 4.16 Substitution of Trustee. Beneficiary shall have, and is hereby
granted with warranty of further  assurances,  the irrevocable power to remove a
Trustee or  successor  Trustee and to appoint a  substitute  Trustee or Trustees
hereunder  (including,  in case of  death  or  refusal  to act of a  Trustee  or
Trustees or their nonacceptance of, or dissatisfaction with, Trustee, absence or
any  other  reason),  to  appoint a new or  replacement  substitute  Trustee  or
Trustees,  to be exercised at any time without notice and without specifying any
reason  therefor,  by filing for record in the office where this  instrument  is
recorded a Deed of Appointment or Notice of Substitution  of Trustee.  The power
of appointment  of a successor  Trustee or Trustees may be exercised as often as
and  whenever  Beneficiary  may  choose,  and  the  exercise  of  the  power  of
appointment,  no matter how often, shall not be an exhaustion thereof.  Upon the
recordation  of such  Deed or Deeds of  Appointment  or  Notice  or  Notices  of
Substitution  of  Trustee,  Trustee or Trustees so  appointed  shall  thereupon,
without  any  further  act or deed  of  conveyance,  become  fully  vested  with
identically the same title and estate in and to the Mortgaged  Property and with
all the rights,  powers,  trusts and duties of their,  his or its predecessor in
the trust hereunder with like effect as if originally named as Trustee or as one
of  Trustees  hereunder.  Whenever  in this Deed of Trust  reference  is made to
Trustee,  it shall be  construed to mean Trustee or Trustees for the time being,
whether  original or  successors or successor in trust;  and all title,  estate,
rights,  powers,  trusts  and  duties  hereunder  given  or  appertaining  to or
devolving upon Trustee shall be in each of Trustees so that any action hereunder
or  purporting  to be  hereunder  of any one of the  original  or any  successor
Trustee  shall for purposes be considered to be, and as effective as, the action
of all Trustees.

     Section 4.17 Particular State Provisions. There is attached hereto and made
a part hereof Exhibit B containing  additional  provisions that are necessary or
appropriate  under  the laws of the  state in which the  Mortgaged  Property  is
located or pursuant to the provisions of any permitted property liens.


<PAGE>35



                                    ARTICLE V

                CERTAIN PROVISIONS CONCERNING THE PRIOR MORTGAGE

     Section 5.01 Payment on Prior Deed of Trust.  Trustor  will  promptly  pay,
when due and payable,  the interest,  principal,  and all other sums and charges
secured  by and  described  in,  the Prior  Deed of Trust and the other UBS Loan
Documents.

     Section 5.02  Performance  of UBS Loan  Documents.  Trustor  will  promptly
perform and observe all of the terms,  covenants,  and conditions required to be
performed  and  observed  by Trustor  under the UBS Loan  Documents,  within the
periods  (inclusive of grace periods)  provided in the UBS Loan  Documents,  and
will do all things necessary to avoid the occurrence of any default with respect
to the UBS Loan Documents.

     Section 5.03 Default on UBS Loan Documents.  Any Event of Default under the
UBS Loan Documents shall be an Event of Default under Article II of this Deed of
Trust.

     Section 5.04 No  Modifications.  Trustor  will not directly or  indirectly,
amend,  modify,  supplement,  waive  compliance with, or assent to noncompliance
with,  any term,  provision or condition of the UBS Loan Agreement or any of the
other  UBS Loan  Documents  as in  effect  on  December  2,  1997 (A)  which the
Beneficiary or the Majority Revolving Lenders deem material (including,  without
limitation,  terms,  provisions  or  conditions  relating  to events of default,
acceleration rights or other remedies,  tenor,  interest rates,  substitution of
collateral,   the   non-recourse   nature  of  such  financing,   covenants  and
prohibitions  against  amending  any of the Loan  Documents)  or (B)  which  the
Beneficiary  reasonably determines would place any further material restrictions
on the Trustor or its Subsidiaries or materially increase the obligations of the
Trustor or any of its  Subsidiaries  thereunder or confer on the holders thereof
any material additional rights.

     Section 5.05 Consent of Prior Beneficiary.  Notwithstanding anything to the
contrary  contained in this Deed of Trust,  the rights of Beneficiary  hereunder
will be limited in that, until all of the obligations  secured by the Prior Deed
of Trust have been  indefeasibly  paid in full,  Beneficiary  shall not, without
obtaining the prior written consent of the Prior Beneficiary,  which consent may
be withheld in Prior  Beneficiary's  sole and  absolute  discretion  (a) modify,
amend,  supplement or extend the terms and  provisions of Article V of this Deed
of Trust, or (b) commence an enforcement action or other remedial proceeding, or
(c)  exercise  any  remedies  provided for under this Deed of Trust at law or in
equity with respect to the Mortgaged Property  (including,  without  limitation,
the  commencement of foreclosure  proceedings or the appointment of a receiver),
or (d) seek to enforce any judgment  against the Mortgaged  Property in a manner
which is prohibited under this Article V, or (e) otherwise use its position as a
junior


<PAGE>36


lienor  to take any  actions  with  respect  to the  Mortgaged  Property,  or to
interfere with or otherwise  impede any actions that Prior  Beneficiary may wish
to take with respect to the Mortgaged Property;  provided,  that notwithstanding
the  provisions  set  forth  in (a)  through  (e)  above,  Beneficiary  may make
protective  advances  contemplated  by this  Deed of  Trust,  including  without
limitation, for past due real estate taxes, insurance premiums, repair costs and
other  amounts  which could result in a lien or  encumbrance  upon the Mortgaged
Property and may join in any  enforcement  action or other  remedial  proceeding
that has been commenced by or on behalf of the Prior  Beneficiary to assure that
Beneficiary's junior lien is not extinguished, diminished or otherwise adversely
affected;  provided further that the Prior  Beneficiary  consents to Beneficiary
acting  in  Trustor's  stead  under  this  Deed  of  Trust,  subject  to all the
conditions and  requirements  hereunder,  and under the UBS Loan  Documents,  if
Trustor is in default with respect to its  obligations to Beneficiary  (it being
understood that Beneficiary shall not, by the making of any protective  advance,
acquire  by  subrogation  or  otherwise  any  lien,  estate or  interest  in the
Mortgaged  Property  which may be prior to the lien,  estate or  interest of the
Prior  Beneficiary,  but the amount of any such advances shall be secured by the
lien of this Deed of Trust).

     Section 5.06 Subject to the UBS Loan  Documents.  Beneficiary  acknowledges
that the  terms,  conditions,  provisions  and lien of this Deed of  Trust,  any
Assignment of Leases and Rents hereafter  delivered to Beneficiary  with respect
to the Mortgaged  Property and any  documents  hereafter  delivered  pursuant to
Sections  1.02 and 1.03 of this  Deed of Trust and all of  Beneficiary's  rights
under this Deed of Trust, any Assignment of Leases and Rents hereafter delivered
to  Beneficiary  with  respect  to the  Mortgaged  Property  and  any  documents
hereafter  delivered pursuant to Section 1.02 and 1.03 are junior and subject to
the terms,  conditions,  provisions  and lien of the Prior Deed of Trust and the
other  UBS Loan  Documents  and all of Prior  Beneficiary's  rights  thereunder.
Beneficiary  further  acknowledges that if Trustor's  compliance with any of the
terms, covenants,  conditions or other provisions of this Deed of Trust would be
inconsistent with or cause a default under the UBS Loan Documents, Trustor shall
not be  obligated  to comply  with such term,  covenant  or  condition  or other
provision  contained  in this  Deed of  Trust.  Notwithstanding  the  foregoing,
nothing herein shall preclude the operation of any term, covenant, provision, or
condition  of, or right of  Beneficiary  under,  this Deed of Trust which is not
inconsistent  with,  the terms,  covenants,  provisions  and  conditions of, and
rights of Prior Beneficiary under the Prior Deed of Trust and the other UBS Loan
Documents, and which would not cause a default under, the UBS Loan Documents.

     Section 5.07 Third Party  Beneficiary.  It is expressly intended and agreed
by the parties to this Deed of Trust that (a) the Prior  Beneficiary  is a third
party  beneficiary  of this  Deed of Trust  and is  relying  upon the  terms and
provisions  of this  Article  V, (b) the Prior Deed of Trust  shall be  recorded
first, (c) the Prior  Beneficiary shall have the right, in addition to all other
remedies,  to specifically enforce the provisions of this Article V and shall be
entitled to injunctive and other  equitable  relief in connection  therewith and
(d)  Trustor  and  Beneficiary


<PAGE>37


expressly  agree that the rights of the parties  hereunder  are the same as they
would be if the  Beneficiary  and the Prior  Beneficiary had executed a separate
intercreditor agreement.

     Section 5.08 Consent to Non-Disturbance Agreement.  Trustee and Beneficiary
hereby  agree to give a  non-disturbance  agreement to any lessee or tenant with
respect  to  which  the  Prior   Beneficiary   shall  have  executed  a  similar
non-disturbance  agreement and, if the Trustee and Beneficiary  fail to give any
such non-disturbance  agreement,  the Trustee and Beneficiary nevertheless agree
not to disturb the possession or occupancy of any lessee or tenant of all or any
portion of the Mortgaged Property without the prior written consent of the Prior
Beneficiary in each instance.

     Section  5.09  Release  of  Mortgaged  Property.  Subject  to the terms and
provisions  of  Section  6.3(h)  of  the  Agreement,  in  the  event  the  Prior
Beneficiary  releases all or any portion of the Mortgaged Property from the lien
of the Prior Deed of Trust,  then Beneficiary  hereby  irrevocably  appoints the
Prior Beneficiary as its attorney-in-fact  (coupled with an interest) to execute
and deliver,  in the name, and on behalf of  Beneficiary,  any and all documents
necessary  to release the  Mortgaged  Property (or such  portion  thereof  being
released from the lien of the Prior Deed of Trust) from the lien of this Deed of
Trust.  Beneficiary hereby acknowledges that it shall not be entitled to receive
any payment in  connection  with the release of the  Mortgaged  Property (or any
portion  thereof)  from  the  lien of this  Deed of  Trust,  including,  without
limitation,  the  proceeds  of any sale  thereof,  unless  and  until  the Prior
Beneficiary is fully paid all sums due under the UBS Loan Documents. The Trustor
hereby agrees that it will provide the Beneficiary with written notice as to the
release of all or any  portion of the  Mortgaged  Property  from the lien of the
Prior Deed of Trust.

     Section  5.10  Bankruptcy,  Insolvency,  etc.  In  the  event  of  (a)  any
insolvency,  dissolution,  winding up, liquidation,  readjustment,  composition,
reorganization  or  other  similar  proceedings  relating  to  Trustor  (whether
voluntary  or  involuntary,  partial or  complete,  and  whether in  bankruptcy,
insolvency or receivership,  or upon an assignment for the benefit of creditors,
or any other marshaling of the assets and liabilities of Trustor, or any sale of
all or substantially  all of the Mortgaged  Property,  or otherwise ) or (b) any
receivership  or other  equivalent  proceeding  with  respect  to the  Mortgaged
Property,  all sums due under the UBS Loan Documents shall first be indefeasibly
paid in full  before  Beneficiary  shall be  entitled  to retain any  payment or
distribution  received  as  proceeds  of the  Mortgaged  Property of any kind or
character,   whether  in  cash,  property  or  securities.   Beneficiary  hereby
irrevocably  authorizes and agrees that the Prior  Beneficiary  may, in its sole
discretion, in the name of Beneficiary, or otherwise,  demand, sue for, collect,
receive and give receipt for any and all payments or  distributions  of any kind
or character, whether in cash, property or securities, which are proceeds of the
Mortgaged  Property to which  Beneficiary would be entitled if the Deed of Trust
were not subject to the Prior Deed of Trust  pursuant to the terms hereof.


<PAGE>38


Upon request, Beneficiary shall furnish to the Prior Beneficiary, as promptly as
practicable,  all  information  in its  possession  relating  to  the  Mortgaged
Property  which  the  Prior  Beneficiary   considers   reasonably  necessary  in
connection  with  any  action  by the  Prior  Beneficiary  permitted  under  the
foregoing  provisions  of this Section 5.10.  Beneficiary  will not initiate any
proceedings  to modify or lift the stay provided for in SECTION  362(a) of Title
11 of the  United  States  Code in  respect  of the  Mortgage  or the  Mortgaged
Property.  Notwithstanding  anything to the contrary  contained herein,  nothing
contained in this Section 5.10 shall  preclude  Beneficiary  from  asserting any
claim in any such  proceeding  with respect to all Secured  Obligations  secured
hereby as it pertains to any property, cash or securities of Borrower other than
the Mortgaged Property.

     Section 5.11 Other Payments. In the event that the Beneficiary receives any
payment or other  distribution of any kind or character from the Trustor or from
any other source whatsoever as proceeds of the Mortgaged  Property,  which it is
not entitled to retain pursuant to this Article V, Beneficiary shall immediately
deliver the same to the Prior Beneficiary,  in the form received,  together with
any necessary  endorsements,  in each case for  application  pursuant to the UBS
Loan Documents,  but until so received by the Prior Beneficiary,  the same shall
be held in trust by Beneficiary as the property of the Prior Beneficiary.

                                   ARTICLE VI

                   RESTATEMENT OF POST-PETITION MORTGAGE LIENS

     Section 6.01  Post-Petition  Mortgage Liens.  This Deed of Trust amends and
restates in their entirety the Post-Petition  Mortgage Liens;  provided that, to
the fullest  extent  permitted by law, (as) the priority of all liens,  security
interests and other  encumbrances  evidenced  hereby or arising  hereunder shall
relate back to the date and time the Post-Petition  Mortgage Liens were granted;
(b) nothing herein shall impair the creation, attachment, perfection or priority
of the  Post-Petition  Mortgage Liens; and (c) nothing herein shall constitute a
novation or discharge of the obligations  secured by the Post-Petition  Mortgage
Liens.

     IN WITNESS  WHEREOF,  this Deed of Trust has been duly  executed by Trustor
and Beneficiary as of the day and year first above written.


<PAGE>39



                                       TRUSTOR:

                                       PAYLESS CASHWAYS, INC.


                                       By:  
                                          --------------------------------
                                          Name:
                                          Title:


                                       BENEFICIARY:

                                       CANADIAN IMPERIAL BANK OF COMMERCE, 
                                         as Coordinating and Collateral Agent


                                       By:  
                                          --------------------------------
                                          Name:
                                          Title:

CONSENTED AND AGREED TO:

[UBS MORTGAGE FINANCE, INC.]


By: 
   -------------------------------
   Name:
   Title:


                            [NOTARY BLOCK -- PAYLESS]


                             [NOTARY BLOCK -- CIBC]

                        [NOTARY BLOCK - PRIOR MORTGAGEE]




<PAGE>40



                                    EXHIBIT A

                              (DESCRIPTION OF LAND)


<PAGE>41


                                    EXHIBIT B

                             (LOCAL LAW PROVISIONS)