Exhibit 10.45  RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Kennedy Covington Lobdell & Hickman, L.L.P. 214 North Tryon Street, Ste 4700 Charlotte, North Carolina  28202 Attn.: 
Donnie E. Martin, Esq.  [SPACE ABOVE LINE FOR RECORDERS USE ONLY]  FIRST LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING  THIS DOCUMENT
SERVES AS A FIXTURE FILING UNDER SECTION 9-502 OF THE
CALIFORNIA UNIFORM COMMERCIAL CODE.  Grantors
Organizational Identification Number:  CA-C2110879  Street Address
of Property:  13222 Bloomfield Avenue,
Norwalk, California  90650  ThisFIRST LIEN DEED OF TRUST,
ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING(this
Deed of Trust) is made as of August 8, 2007, by ALTA LOS ANGELES HOSPITALS, INC., a California corporation
(the Grantor), as trustor, in favor of PRLAP, INC.,
as trustee (Trustee), for the benefit of BANK OF
AMERICA, N.A., a national banking association, as beneficiary in its
capacity as administrative agent (Administrative Agent) for the
lenders (each, a Lender and collectively, Lenders) from time
to time party to that certain First Lien Credit Agreement of even date herewith
(the Credit Agreement) among Prospect Medical Group, Inc., a
California professional corporation, and Prospect Medical Holdings, Inc.,
a Delaware corporation (collectively, Borrowers), Lenders and
Administrative Agent.  Trustee is an
affiliate of Administrative Agent.  The
addresses for Grantor, Administrative Agent and Trustee are set forth at the
end of this Deed of Trust.  STATEMENT OF PURPOSE  This Deed of
Trust secures (i) (A) all Guaranteed Obligations of the Grantor
under and as defined in that certain Continuing Guaranty (First Lien) of even
date herewith made by the Grantor and certain other parties in favor of the
Administrative Agent (as further amended, modified, renewed, replaced,
restated, extended or reaffirmed from time to time, the Guaranty),
pursuant to which Guaranty the Grantor has guaranteed the obligations of
Borrowers (as defined herein) under the Credit Agreement and (B) all
obligations of the Grantor under all of the Loan Documents (as defined
herein); and (ii) the payment by the Grantor of all other sums, with
interest thereon, advanced by the Administrative Agent to protect the security
of this Deed of Trust.


The
Administrative Agent and the Lenders are unwilling to enter into the Credit
Agreement, or to make available the Loan to the Borrowers pursuant thereto,
unless the Grantor agrees to execute and deliver this Deed of Trust, and to
grant the first priority lien and security interest created pursuant hereto, in
favor of the Administrative Agent, for its own benefit and for the benefit of
any other Lender(s), to secure the obligations of Grantor under the Loan
Documents and all other matters and indebtedness defined below as Secured
Indebtedness pursuant to the Guaranty and the other Loan Documents.  The Grantor is an indirect subsidiary of
Prospect Medical Holdings, Inc. and will receive a direct benefit from the
Loan under the Credit Agreement, and therefore the Grantor has agreed to
execute and deliver this Deed of Trust, and to grant the first priority lien
and security interest created pursuant hereto, in favor of the Administrative
Agent, for its own benefit and for the benefit of any other Lender(s), to
secure the obligations of Grantor under the Loan Documents and all other
matters and indebtedness defined below as Secured Indebtedness incurred
pursuant to the Guaranty and the other Loan Documents.  ARTICLE 1 Definitions; Granting Clauses; Secured Indebtedness  Section 1.1Secured
Indebtedness.  This Deed of Trust is
made to secure the obligations of Grantor under the Loan Documents and all
other matters and indebtedness defined below as Secured Indebtedness.  This Deed of Trust shall secure a maximum
principal amount of ONE HUNDRED FIVE MILLION AND NO/100 DOLLARS
($105,000,000.00) at any one time.  Section 1.2Selected
Definitions.  (a)Defined terms used herein, as indicated by
the initial capitalization thereof, shall have the meanings ascribed to such
terms in the Credit Agreement or other applicable Loan Document, unless
otherwise provided herein.  Each of the
following terms shall have the meaning assigned to it, such definitions to be
applicable equally to the singular and the plural forms of such terms and to
all genders:  Administrative Agent:  Bank of America, N.A, in its capacity as
first lien administrative agent for Lenders, or any successor administrative
agent.  Borrowers:  Unless the context clearly indicates
otherwise, the Borrowers named in the introductory paragraph hereof, together
with all heirs, devisees, representatives, successors and assigns of such
Borrowers pursuant to Section 6.18 below, or any of them.  Collateral:  All of the Property constituting personal
property or fixtures in which Grantor is granting Administrative Agent a first
priority security interest for the ratable benefit of Lenders under this Deed
of Trust, together with all proceeds and products thereof and all supporting
obligations ancillary thereto or arising in any way in connection therewith.  Credit Agreement:  The First Lien Credit Agreement dated of even
date herewith evidencing and governing the Loan, executed by and among
Borrowers, Administrative Agent and Lenders, as it may from time to time be
amended, modified, restated, replaced or supplemented.  2


Debtor Relief Law:  Any federal, state or local law, domestic or
foreign, as now or hereafter in effect relating to bankruptcy, insolvency,
liquidation, receivership, reorganization, arrangement, composition, extension
or adjustment of debts, or any similar law affecting the rights of creditors.  Default:  Any of the events described in Section 4.1
of this Deed of Trust.  Dispute:  Any controversy, claim or dispute between
Grantor and Administrative Agent or any other Lender(s) or Holder,
including any such controversy, claim or dispute arising out of or relating to (i) this
Agreement, (ii) any other Loan Document, (iii) any related agreements
or instruments, or (iv) the transaction contemplated herein or therein
(including any claim based on or arising from an alleged personal injury or
business tort).  Holder:  Administrative Agent for the ratable benefit
of Lenders or the subsequent beneficiary at the time in question under this
Deed of Trust.  Indemnified Matters:  Any and all claims, demands, liabilities
(including strict liability), losses, damages (including consequential damages),
causes of action, judgments, penalties, fines, costs and expenses (including
reasonable fees and expenses of attorneys and other professional consultants
and experts, and of the investigation and defense of any claim, whether or not
such claim is ultimately defeated, and the settlement of any claim or judgment
including all value paid or given in settlement) of every kind, known or
unknown, foreseeable or unforeseeable, which may be imposed upon, asserted
against or incurred or paid by any Indemnified Party at any time and from time
to time, whenever imposed, asserted or incurred, because of, resulting from, in
connection with, or arising out of any transaction, act, omission, event or
circumstance in any way connected with the Property or with this Deed of Trust
or any other Loan Document, including any bodily injury or death or property
damage occurring in or upon or in the vicinity of the Property through any
cause whatsoever at any time, any act performed or omitted to be performed
hereunder or under any other Loan Document, any breach by Borrowers or Grantor
of any representation, warranty, covenant, agreement or condition contained in
this Deed of Trust or in any other Loan Document to which Grantor is a party,
any Default, or any claim under or with respect to any Lease.  Indemnified Party:  Each of the following persons and
entities:  (i) Administrative Agent,
any Lender and any Holder; (ii) Trustee; (iii) any persons or
entities owned or controlled by, owning or controlling, or under common control
or affiliated with, Administrative Agent, any Lender, any Holder and/or
Trustee; (iv) any participants and future co-lenders in the Loan; (v) the
directors, officers, partners, employees, attorneys, agents and representatives
of each of the foregoing persons and entities; and (vi) the heirs,
personal representatives, successors and assigns of each of the foregoing
persons and entities.  Law: 
Any federal, state or local law, statute, ordinance, code, rule,
regulation, license, permit, authorization, decision, order, injunction or
decree, domestic or foreign.  Lease:  Each existing or future lease, sublease (to
the extent of Grantors rights thereunder) or other agreement under the terms
of which any person has or acquires any right to occupy or use the Property or
any part thereof or interest therein, and each existing or future  3


guaranty of
payment or performance thereunder, and any and all existing or future security
therefor and letter-of-credit-rights with respect thereto, whether or not the
letter of credit is evidenced by a writing.  Legal Requirement:  Any law, agreement, covenant, restriction,
easement or condition (including, without limitation of the foregoing, any
condition or requirement imposed by any insurance or surety company), as any of
the same now exists or may be changed or amended or come into effect in the
future.  Lender:  Each Lender from time to time party to the
Credit Agreement.  Loan:  Collectively, the extensions of credit to be
provided to the Borrowers by the Administrative Agent and the Lenders pursuant
to the terms of the Credit Agreement.  Loan
Documents:  This Deed of Trust and
any other document now or hereafter evidencing, governing, securing or
otherwise executed in connection with the Loan, including the Credit Agreement,
the Notes, the Collateral Documents, the Guaranty, each Secured Hedge
Agreement, each Secured Cash Management Agreement, the Credit Succession
Agreement and each other document executed in connection with the Credit
Agreement, as each of them may have been or may be from time to time renewed,
extended, supplemented, increased or modified.  Permitted Encumbrances:  (i) Any matters set forth in any policy
of mortgagee title insurance issued to Administrative Agent for the benefit of
Lenders which are acceptable to Administrative Agent as of the date hereof, (ii) the
liens and security interests evidenced by this Deed of Trust, (iii) the
second priority liens and security interests evidenced by that certain Second
Lien Deed of Trust, Assignment of Rents and Leases, Security Agreement and
Fixture Filing made as of the date hereof by Alta Los Angeles Hospitals, Inc.,
as trustor, in favor of PRLAP, Inc., as trustee, for the benefit of Bank
of America, N.A., a national banking association, as beneficiary in its
capacity as administrative agent for the lenders from time to time party to
that certain Second Lien Credit Agreement of even date herewith among the
Borrowers, the lenders party thereto and Bank of America, N.A., (iv) statutory
liens for real estate taxes and assessments on the Property which are not yet
delinquent, (v) other liens and security interests (if any) in favor of
Administrative Agent for the benefit of Lenders, (vi) the rights of tenants
in possession as of the date hereof, if any, pursuant to Leases approved by
Administrative Agent and the rights of future tenants under any Leases made in
accordance with the Loan Documents, and the assignment of such Leases pursuant
to this Deed of Trust, and (vii) any matters arising after the date hereof
which may be acceptable to Administrative Agent or any Holder in its sole and
absolute discretion, which Permitted Encumbrances in the aggregate do not
materially adversely affect the value or use of the Property or Borrowers
ability to repay the Secured Indebtedness.  Rents:  All of the rents, revenue, accounts, deposit
accounts, payment intangibles, commercial tort claims, income, profits and
proceeds derived and to be derived from the Property or arising from the use or
enjoyment of any portion thereof or from any Lease, including the proceeds from
any negotiated lease termination or buyout of such Lease, liquidated damages
following default under any such Lease, all proceeds payable under any policy
of insurance covering loss of rents resulting from untenantability caused by
damage to any part of  4


the Property,
all of Grantors rights to recover monetary amounts from any tenant in
bankruptcy, including rights of recovery for use and occupancy and damage
claims arising out of Lease defaults, including rejections, under any
applicable Debtor Relief Law, together with any sums of money that may now or
at any time hereafter be or become due and payable to Grantor by virtue of any
and all royalties, overriding royalties, bonuses, delay rentals and any other
amount of any kind or character arising under any and all present and future
oil, gas, mineral and mining leases covering the Property or any part thereof,
and all proceeds and other amounts paid or owing to Grantor under or pursuant
to any and all contracts and bonds relating to the construction or renovation
of the Property.  Secured Indebtedness:  The following obligations, indebtedness, duties
and liabilities and all renewals, extensions, supplements, increases and
modifications thereof and thereto, in whole or in part, from time to time:  (i)All indebtedness,
liabilities, duties, covenants, promises and other obligations owed by
Borrowers, its Subsidiaries and Affiliates, to Administrative Agent and/or
Lenders pursuant to the Loan Documents, but expressly excluding any guaranty
executed by a third party, whether now existing or hereafter arising, and
whether joint or several, direct or indirect, primary or secondary, fixed or
contingent, liquidated or unliquidated, and the cost of collection of all such
amounts;  (ii)All amounts that
Administrative Agent, Lenders or any other Holder may from time to time advance
pursuant to the terms and conditions of this Deed of Trust with respect to an
obligation secured by a lien or encumbrance prior to the lien of this Deed of
Trust or for the protection of this Deed of Trust, together with interest
thereon; and  (iii)If and only if evidenced
by a writing reciting that it is secured by this Deed of Trust, any other loan,
future advance, debt, obligation or liability owed by Borrowers of every kind
or character, whether now existing or hereafter arising, whether joint or
several, direct or indirect, primary or secondary, fixed or contingent,
liquidated or unliquidated, and the cost of collection of all such amounts, and
whether or not originally payable to Administrative Agent, Lenders or any other
Holder, it being contemplated that Borrowers may hereafter become indebted to
Administrative Agent, Lenders or another Holder for one or more of such further
loans, future advances, debts, obligations and liabilities.  Transfer:  Any sale, lease, conveyance, assignment,
pledge, encumbrance or transfer, whether voluntary, involuntary, by operation
of law or otherwise.  Trustee:  The trustee identified in the introductory
paragraph of this Deed of Trust, and any successor or substitute appointed and
designated as herein provided, from time to time acting hereunder.  (b)Any term used or defined in the California
Uniform Commercial Code, as in effect from time to time, which is not defined
in this Deed of Trust has the meaning given to that term in the California
Uniform Commercial Code, as in effect from time to time, when used in this Deed
of Trust.  However, if a term is defined
in Division 9 of the California Uniform  5


Commercial Code differently than in another
Division of the California Uniform Commercial Code, the term has the meaning
specified in Division 9.  Section 1.3Granting Clause.  For good and valuable consideration, the
receipt and sufficiency of which are acknowledged by Grantor, to secure the
obligations of Borrowers under the Loan Documents and all other matters and
indebtedness constituting the Secured Indebtedness, Grantor hereby GRANTS,
TRANSFERS and ASSIGNS to Trustee, in trust for the benefit of Administrative
Agent for the ratable benefit of Lenders, with power of sale and right of entry
and possession, all estate, right, title and interest which Grantor now has or
may hereafter acquire in and to the following Premises, Accessories (each as
hereafter defined) and other rights, interests and properties, and all rights,
estates, powers and privileges appurtenant thereto (collectively, the Property):  (a)The real property described in Exhibit A,
which is attached hereto and incorporated herein by reference (the Land),
together with:  (i) any and all
buildings, structures, improvements, alterations or appurtenances now or
hereafter situated or to be situated on the Land (collectively, the Improvements);
and (ii) all right, title and interest of Grantor, now owned or hereafter
acquired, in and to (A) all streets, roads, alleys, easements, rights-of-way,
licenses, rights of ingress and egress, vehicle parking rights and public
places, existing or proposed, abutting, adjacent, used in connection with or
pertaining to the Land or the Improvements; (B) any strips or gores
between the Land and abutting or adjacent properties; (C) all options to
purchase the Land or the Improvements or any portion thereof or interest
therein, and any greater estate in the Land or the Improvements; (D) all
water, water rights (whether riparian, appropriative or otherwise, and whether
or not appurtenant) and water stock, timber, crops and mineral interests on or
pertaining to the Land; and (E) all development rights and credits and air
rights (the Land, Improvements and other rights, titles and interests referred
to in this clause (a) being herein sometimes collectively called the Premises);  (b)All fixtures, equipment, systems, machinery,
furniture, furnishings, appliances, inventory, goods, building and construction
materials, supplies, and other articles of personal property, of every kind and
character, tangible and intangible (including software embedded therein), now
owned or hereafter acquired by Grantor, which are now or hereafter attached to
or situated in, on or about the Land or the Improvements, or used in or
necessary to the complete and proper planning, development, use, occupancy or
operation thereof, or acquired (whether delivered to the Land or stored
elsewhere) for use or installation in or on the Land or the Improvements, and
all renewals and replacements of, substitutions for and additions to the
foregoing (the properties referred to in this clause (b) being herein
sometimes collectively called the Accessories, all of which are hereby
declared to be permanent accessions to the Land);  (c)All (i) plans and specifications for
the Improvements, (ii) Grantors rights, but not liability for any breach
by Grantor, under all commitments (including any commitments for financing to
pay any of the Secured Indebtedness), insurance policies (or additional or supplemental
coverage related thereto, including from an insurance provider meeting the
requirements of the Loan Documents or from or through any state or federal
government-sponsored program or entity), contracts and agreements for the
design, construction, operation or inspection of the Improvements and other
contracts and general intangibles (including payment intangibles and any
trademarks, trade names, goodwill, software and symbols) related to the  6


Premises or the Accessories or the operation
thereof, (iii) deposits and deposit accounts arising from or relating to
any transactions related to the Premises or the Accessories (including Grantors
rights in tenants security deposits, deposits with respect to utility services
to the Premises, and any deposits, deposit accounts or reserves hereunder or
under any other Loan Documents for taxes, insurance or otherwise), (iv) rebates
or refunds of impact fees or other taxes, assessments or charges, money, accounts
(including deposit accounts), instruments, documents, promissory notes and
chattel paper (whether tangible or electronic) arising from or by virtue of any
transactions related to the Premises or the Accessories, (v) permits,
licenses, franchises, certificates, development rights, commitments and rights
for utilities, and other rights and privileges obtained in connection with the
Premises or the Accessories, (vi) Leases, Rents and other benefits of the
Premises and the Accessories (without derogation of Article 3
hereof), (vii) as-extracted collateral produced from or allocated to the
Land, including oil, gas and other hydrocarbons and other minerals and all
products processed or obtained therefrom and the proceeds thereof, and (viii) engineering,
accounting, title, legal, and other technical or business data concerning the
Property, including software, which are in the possession of Grantor or in
which Grantor can otherwise grant a security interest;  (d)All (i) accounts and proceeds (whether
cash or non-cash and including payment intangibles), of or arising from the
properties, rights, titles and interests referred to above in this Section 1.3,
including the proceeds of any sale, lease or other disposition thereof,
proceeds of each policy of insurance, present and future (or additional or
supplemental coverage related thereto, including from an insurance provider
meeting the requirements of the Loan Documents or from or through any state or
federal government-sponsored program or entity), payable because of loss
sustained to all or part of the Property (including premium refunds), whether
or not such insurance policies are required by Administrative Agent, proceeds
of the taking thereof or of any rights appurtenant thereto, including change of
grade of streets, curb cuts or other rights of access, by condemnation, eminent
domain or transfer in lieu thereof for public or quasi-public use under any
law, proceeds arising out of any damage thereto, including any and all
commercial tort claims, (ii) all letter-of-credit rights (whether or not
the letter of credit is evidenced by a writing) Grantor now has or hereafter
acquires relating to the properties, rights, titles and interests referred to
in this Section 1.3, (iii) all commercial tort claims Grantor
now has or hereafter acquires relating to the properties, rights, titles and
interests referred to in this Section 1.3, and (iv) other
interests of every kind and character which Grantor now has or hereafter
acquires in, to or for the benefit of the properties, rights, titles and
interests referred to above in this Section 1.3 and all property
used or useful in connection therewith, including rights of ingress and egress
and remainders, reversions and reversionary rights or interests;  (e)If the estate of Grantor in any of the
property referred to above in this Section 1.3 is a leasehold
estate, this conveyance shall include, and the lien and security interest
created hereby shall encumber and extend to, all other or additional title,
estates, interests or rights which are now owned or may hereafter be acquired
by Grantor in or to the property demised under the lease creating the leasehold
estate; and  (f)All proceeds and products of, additions and
accretions to, substitutions and replacements for, and changes in any of the
property referred to above in this Section 1.3.  7


Section 1.4Security Interest.  To secure the obligations of Borrowers, its
Subsidiaries and Affiliates under the Loan Documents and all other matters and
indebtedness constituting the Secured Indebtedness, Grantor hereby grants to
Administrative Agent for the ratable benefit of Lenders a first priority
security interest in all of the Collateral, including all proceeds and products
thereof and all supporting obligations ancillary thereto or arising in any way
in connection therewith.  In addition to
its rights hereunder or otherwise, Administrative Agent, on behalf of itself
and Lenders, and any Holder shall have all of the rights of a secured party
under the California Uniform Commercial Code, as in effect from time to time,
or under the Uniform Commercial Code in force from time to time in any other
state to the extent the same is applicable law.  Section 1.5Intercreditor
Agreement.  Notwithstanding anything
herein to the contrary, the lien and security interest granted to the Trustee,
in trust for the benefit of the Administrative Agent for the ratable benefits
of the Lenders pursuant to this Deed of Trust and the exercise of any right or
remedy by the Trustee hereunder are subject to the provisions of the
Intercreditor Agreement.  In the event of
any conflict between the terms of the Intercreditor Agreement and this Deed of
Trust, the terms of the Intercreditor Agreement shall govern.  ARTICLE 2 Representations, Warranties and Covenants  Section 2.1Grantor
represents, warrants and covenants as follows:  (a)Payment and Performance.  Grantor will timely and properly perform and
comply with all of the covenants, agreements and conditions imposed upon it by
this Deed of Trust and will not permit a Default to occur hereunder or
thereunder.  Time shall be of the essence
in this Deed of Trust.  (b)Title and Permitted Encumbrances.  Grantor has in Grantors own right, and
Grantor covenants to maintain lawful, good and marketable title to the
Property, is lawfully seized and possessed of the Property and every part
thereof, and has the right to convey the same, free and clear of all liens,
charges, claims, security interests, and encumbrances except for the Permitted
Encumbrances.  Grantor will warrant
generally and forever defend title to the Property, subject as aforesaid to the
Permitted Encumbrances, to Trustee and its successors or substitutes and
assigns, against the claims and demands of all persons claiming or to claim the
same or any part thereof.  Grantor will
punctually pay, perform, observe and keep all covenants, obligations and
conditions in or pursuant to any Permitted Encumbrance and will not modify or
permit modification of any Permitted Encumbrance without the prior written
consent of Holder.  Inclusion of any
matter as a Permitted Encumbrance does not constitute approval or waiver by
Holder or Lenders of any existing or future violation or other breach thereof
by Grantor, the Property or otherwise. 
If any right or interest of Holder or any Lender in the Property or any
part thereof shall be endangered or questioned or shall be attacked directly or
indirectly, Trustee, Holder and Lenders, or any of them (whether or not named
as parties to legal proceedings with respect thereto), are hereby authorized
and empowered to take such steps as in their discretion may be proper for the
defense of any such legal proceedings or the protection of such right or
interest of Holder and each Lender, including the employment of independent
counsel, the prosecution or defense of litigation, and the compromise or
discharge of adverse claims.  All  8


expenditures so made of every kind and
character shall be a demand obligation (which obligation Grantor hereby
promises to pay) owing by Grantor to Trustee or to Holder, for its own account
or the account of Lenders (as the case may be), and the party (Trustee, Holder
or Lenders, as the case may be) making such expenditures shall be subrogated to
all rights of the person receiving such payment.  (c)Taxes and Other Impositions.  Grantor will pay or cause to be paid all
taxes, assessments and other charges or levies imposed upon or against or with
respect to the Property or the ownership, use, occupancy or enjoyment of any
portion thereof, or any utility service thereto, as the same become due and
payable, including all real estate taxes assessed against the Property or any
part thereof, and shall deliver promptly to Holder such evidence of the payment
thereof as Holder may require.  (d)Insurance Coverage.  Grantor shall obtain and maintain at Grantors
sole expense:  (i) property
insurance with respect to all insurable Property, against loss or damage by
fire, lightning, windstorm, explosion, hail, tornado and such additional
hazards as are presently included in Special Form (also known as all-risk)
coverage and against any and all acts of terrorism and such other insurable
hazards as Holder may require, in an amount not less than 100% of the full
replacement cost, including the cost of debris removal, without deduction for
depreciation and sufficient to prevent Grantor, Holder and Lenders from
becoming a coinsurer, such insurance to be in builders risk completed value
(non-reporting) form during and with respect to any construction on the
Premises; (ii) if and to the extent any portion of the Improvements is,
under the Flood Disaster Protection Act of 1973 (FDPA), as it may be
amended from time to time, in a Special Flood Hazard Area, within a Flood Zone
designated A or V in a participating community, a flood insurance policy in an
amount required by Holder, but in no event less than the amount sufficient to
meet the requirements of applicable law and the FDPA, as such requirements may
from time to time be in effect; (iii) general liability insurance, on an occurrence
basis against claims for personal injury liability, including bodily injury,
death or property damage liability, for the benefit of Grantor as named insured
and Holder as additional insured on behalf of itself and Lenders; (iv) statutory
workers compensation insurance with respect to any work on or about the
Premises (including employers liability insurance, if required by Holder),
covering all employees of Grantor and any contractor; (v) if there is a
general contractor, commercial general liability insurance, including products
and completed operations coverage, and in other respects similar to that
described in clause (iii) above, for the benefit of the general contractor
as named insured and Grantor and Holder (on behalf of itself and Lenders) as
additional insureds, in addition to statutory workers compensation insurance
with respect to any work on or about the Premises (including employers liability
insurance, if required by Holder), covering all employees of the general
contractor and any contractor; and (vi) such other insurance on the
Property and endorsements as may from time to time be required by Holder
(including soft cost coverage, automobile liability insurance, business
interruption insurance or delayed rental income insurance, wind insurance,
boiler and machinery insurance, sinkhole coverage, and/or permit to occupy
endorsement) and against other insurable hazards or casualties which at the
time are commonly insured against in the case of premises similarly situated,
due regard being given to the height, type, construction, location, use and
occupancy of buildings and improvements.  9


(e)Insurance Policy Requirements.  All insurance policies shall be issued and
maintained by insurers, in amounts, with deductibles, limits and retentions and
in forms satisfactory to Holder.  All
insurance policies shall require at least ten (10) days prior written
notice to Holder of any cancellation for nonpayment of premiums and at least
thirty (30) days prior written notice to Holder of any other cancellation or
any change of coverage.  All insurance
companies must be licensed to do business in the state in which the Property is
located and must have A. M. Best Company financial and performance ratings of
A-:IX or better.  All insurance policies
maintained, or caused to be maintained, by Grantor with respect to the
Property, except for general liability insurance, shall provide that each such
policy shall be primary without right of contribution from any other insurance
that may be carried by Grantor, Holder or any Lender and that all of the
provisions thereof, except the limits of liability, shall operate in the same
manner as if there were a separate policy covering each insured.  If any insurer which has issued a policy of
hazard, liability or other insurance required pursuant to this Deed of Trust or
any other Loan Document becomes insolvent or the subject of any petition, case,
proceeding or other action pursuant to any Debtor Relief Law or if in Holders
reasonable opinion the financial responsibility of such insurer is or becomes
inadequate, Grantor shall, upon its discovery thereof or upon request by Holder
therefor, promptly obtain and deliver to Holder, at Grantors expense in each
instance, a like policy (or, if and to the extent permitted by Holder,
acceptable evidence of insurance) issued by another insurer, which insurer and
policy meet the requirements of this Deed of Trust or such other Loan Document,
as the case may be.  Without limiting the
discretion of Holder with respect to required endorsements to insurance
policies, all such policies for loss of or damage to the Property shall contain
a standard mortgagee clause (without contribution) naming Holder as mortgagee
for the benefit of itself and Lenders with loss proceeds payable to Holder on
behalf of itself and Lenders notwithstanding (i) any act, failure to act
or negligence of or violation of any warranty, declaration or condition
contained in any such policy by any named or additional insured, (ii) the
occupation or use of the Property for purposes more hazardous than permitted by
the terms of any such policy, (iii) any foreclosure or other action by
Holder or Lenders under the Loan Documents, or (iv) any change in title to
or ownership of the Property or any portion thereof, such proceeds to be held
for application as provided in the Loan Documents.  The originals of each initial insurance
policy (or to the extent permitted by Holder, a copy of the original policy and
such evidence of insurance as may be acceptable to Holder) shall be delivered
to Holder at the time of execution of this Deed of Trust, with all premiums
fully paid current, and each renewal or substitute policy (or evidence of
insurance) shall be delivered to Holder, with all premiums fully paid current,
at least ten (10) days before the termination of the policy it renews or
replaces.  Grantor shall pay all premiums
on policies required hereunder as they become due and payable and promptly
deliver to Holder evidence satisfactory to Holder of the timely payment
thereof.  (f)Insurance Proceeds.  If any loss occurs at any time when Grantor
has failed to perform Grantors covenants and agreements with respect to any
insurance payable because of loss sustained to any part of the Property,
whether or not such insurance is required by Holder, Holder, on behalf of
itself and Lenders, shall nevertheless be entitled to the benefit of all
insurance covering the loss and held by or for Grantor, to the same extent as
if it had been made payable to Holder for the benefit of itself and
Lenders.  Upon any foreclosure hereof or
transfer of title to the Property in extinguishment of the whole or any part of
the Secured Indebtedness, all of Grantors right, title and interest in and to
the insurance policies referred to in this clause (f) (including unearned
premiums) and all proceeds payable thereunder shall thereupon vest in  10


the purchaser at foreclosure or other such
transferee, to the extent permissible under such policies.  Holder shall have the right on behalf of
Lenders (but not the obligation) to make proof of loss for, settle and adjust
any claim under, and receive the proceeds of, all insurance for loss of or
damage to the Property, regardless of whether or not such insurance policies
are required by Holder, and the expenses incurred by Holder and Lenders in the
adjustment and collection of insurance proceeds shall be a part of the Secured
Indebtedness and shall be due and payable to Holder on demand (for its own
account or for the account of Lenders, as applicable).  Neither Holder nor Lenders shall be, under
any circumstances, liable or responsible for failure to collect or exercise
diligence in the collection of any of such proceeds or for the obtaining,
maintaining or adequacy of any insurance or for failure to see to the proper
application of any amount paid over to Grantor. 
Grantor shall at all times comply with the requirements of the insurance
policies required hereunder and of the issuers of such policies and of any
board of fire underwriters or similar body as applicable to or affecting the
Property.  (g)Reserve for Insurance, Taxes and
Assessments.  Upon request of Holder
and upon the occurrence of a Default, to secure the payment and performance of
the Secured Indebtedness, but not in lieu of such payment and performance,
Grantor will deposit with Holder for the benefit of itself and Lenders a sum
equal to real estate taxes, assessments and charges (which charges for the
purposes of this clause (g) shall include any recurring charge which could
result in a lien against the Property) against the Property for the current
year and the premiums for such policies of insurance for the current year, all
as estimated by Holder and prorated to the end of the calendar month following
the month during which Holders request is made, and thereafter will deposit
with Holder, on each date when an installment of principal and/or interest is
due pursuant to the Credit Agreement, sufficient funds (as estimated from time
to time by Holder) to permit Holder to pay at least fifteen (15) days prior to
the due date thereof, the next maturing real estate taxes, assessments and
charges and premiums for such policies of insurance.  Holder shall have the right to rely upon tax
information furnished by applicable taxing authorities in the payment of such
taxes or assessments and shall have no obligation to make any protest of any
such taxes or assessments.  Any excess
over the amounts required for such purposes shall be held by Holder for future
use, applied to any Secured Indebtedness or refunded to Grantor, at Holders
option, and any deficiency in such funds so deposited shall be made up by
Grantor upon demand of Holder.  All such
funds so deposited shall bear no interest, may be commingled with the general
funds of Holder and shall be applied by Holder toward the payment of such
taxes, assessments, charges and premiums when statements therefor are presented
to Holder by Grantor (which statements shall be presented by Grantor to Holder
a reasonable time before the applicable amount is due); provided, however,
that, if a Default shall have occurred hereunder, such funds may at Holders
option be applied to the payment of the Secured Indebtedness in the order
determined by Holder in its sole discretion, and that Holder may (but shall
have no obligation) at any time, in its discretion, apply all or any part of
such funds toward the payment of any such taxes, assessments, charges or
premiums which are past due, together with any penalties or late charges with
respect thereto.  The conveyance or
transfer of Grantors interest in the Property for any reason (including the
foreclosure of a subordinate lien or security interest or a transfer by
operation of law) shall constitute an assignment or transfer of Grantors
interest in and rights to such funds held by Holder under this clause (g) but
subject to the rights of Holder and Lenders hereunder.  11


(h)Condemnation.  Grantor shall notify Holder immediately of
any threatened or pending proceeding for condemnation affecting the Property or
arising out of damage to the Property, and Grantor shall, at Grantor s
expense, diligently prosecute any such proceedings.  Holder shall have the right (but not the
obligation) to participate in any such proceeding and to be represented by
counsel of its own choice.  Holder shall
be entitled to receive, on behalf of itself and Lenders, all sums which may be
awarded or become payable to Grantor for the condemnation of the Property, or
any part thereof, for public or quasi-public use, or by virtue of private sale
in lieu thereof, and any sums which may be awarded or become payable to Grantor
for injury or damage to the Property. 
Grantor shall, promptly upon request of Holder, execute such additional
assignments and other documents as may be necessary from time to time to permit
such participation and to enable Holder to collect and receipt for any such
sums.  Neither Holder nor Lenders shall
be, under any circumstances, liable or responsible for failure to collect or to
exercise diligence in the collection of any such sum or for failure to see to
the proper application of any amount paid over to Grantor.  Holder is hereby authorized, in its own name
on behalf of itself and Lenders or in Grantors name, to settle or compromise
any condemnation claim or cause of action, and to execute and deliver valid
acquittances for, and to appeal from, any award, judgment or decree arising
from any such claim or cause of action. 
All costs and expenses (including attorneys fees) incurred by Holder or
Lenders in connection with any condemnation shall be a demand obligation owing
by Grantor (which Grantor hereby promises to pay) to Holder (for its own
account or for the account of Lenders, as applicable) pursuant to this Deed of
Trust.  (i)Damages and Insurance and Condemnation
Proceeds.  Grantor hereby absolutely
and irrevocably assigns to Administrative Agent for the ratable benefit of
itself and Lenders, and authorizes the payor to pay to Administrative Agent or
any other Holder, the following claims, causes of action, awards, payments and
rights to payment (collectively, Claims):  all awards of damages and all other
compensation payable directly or indirectly because of a condemnation, proposed
condemnation or taking which affects any part of the Property; all awards and
other Claims arising out of any warranty affecting any part of the Property or
for damage or injury to any part of the Property; all proceeds of any insurance
policies payable because of loss sustained to any part of the Property, whether
or not such insurance policies are required by Holder, and all interest that
may accrue on any of the foregoing.  All
proceeds of Claims described in this clause (i) shall be payable to Holder
and shall be applied first to reimburse Holder and Lenders for their costs and
expenses of recovering such proceeds, including attorneys fees.  Upon satisfaction of each of the following
conditions, provided that no Default exists, Grantor shall be permitted to use
the balance of the proceeds (Net Claims Proceeds) to pay the costs of
repairing or reconstructing the Property:  (i)Holder shall have
approved the plans and specifications, construction budget, construction
schedule, contractor, architect, engineer and payment and performance bond (if
required by Holder);  (ii)Grantor shall have
presented sufficient evidence to Holder that after the repair or
reconstruction, the Property will be completely restored to its use, value and
condition immediately prior to the occurrence of the damage or condemnation;  12


(iii)Holder shall have
determined that the Net Claims Proceeds are sufficient to pay the total cost of
the repair or reconstruction, including all development costs and interest due
on the Secured Indebtedness until the work is complete, or Grantor must provide
(or deposit with Holder) its own funds equal to the difference between the Net
Claims Proceeds and the total cost of the work, as estimated by Grantor and
approved by Holder;  (iv)Grantor shall have
presented sufficient evidence that the Propertys operations and income after
the repair or reconstruction will be sufficient to pay the operating expenses
of the Property including evidence that a sufficient number of existing Leases
will continue in full force and effect (subject to rent abatement as may be
provided in the Leases) or if any have been terminated, a sufficient number of
terminated Leases shall have been replaced with Leases of equal quality in the
reasonable judgment of Holder.  Any
tenant having the right to terminate its Lease due to the damage or
condemnation, which has not exercised that right, shall have confirmed in
writing to Holder its irrevocable waiver of such termination right;  (v)All parties having
operating, management or franchise interests in and arrangements concerning the
Property shall have agreed that they will continue their interests and
arrangements for the contract terms then in effect following the repair or
reconstruction;  (vi)All parties having
commitments to provide financing with respect to the Property, to purchase
Grantors interest in full or in part in the Property or to purchase the Loan
shall have agreed in a manner satisfactory to Holder that their commitments
will continue in full force and effect and, if necessary, the expiration of
such commitments shall be extended by the time necessary to complete the repair
or reconstruction;  (vii)Grantor shall have
presented sufficient evidence to Holder that all necessary governmental
approvals and permits can be obtained to allow the rebuilding and reoccupancy
of the Property;  (viii)Grantor shall have
presented sufficient evidence to Holder that the reconstruction of the
Improvements will take no longer than twelve (12) months to reconstruct and
that such reconstruction will be completed prior to the stated maturity of the
Loan.  If the foregoing conditions are met to Holders
reasonable satisfaction, Holder shall hold the Net Claims Proceeds and any
funds that Grantor is required to provide in an interest-bearing account and
shall disburse them to Grantor to pay the costs of the work in accordance with
normal and customary construction draw terms and conditions.  Interest on the funds shall accrue at the
rate of interest then being paid by Holder to regular savings account customers
and shall be credited to Grantor. 
Grantor shall provide evidence acceptable to Holder that all work has
been completed lien-free, in a workmanlike manner and in accordance with all
Legal Requirements.  Grantor agrees that
the conditions described above are reasonable. 
If the foregoing conditions are not satisfied, or if a Default occurs
after Holders receipt of the Net Claims Proceeds, Holder may, at Holders
absolute discretion and regardless of whether the security of Holder and
Lenders is impaired, apply all or any of the Net Claims Proceeds to pay or
prepay the Secured Indebtedness in such order and in such amounts as Holder may
elect.  Following the application of any
Net Claims Proceeds as contemplated by this clause (i), the unpaid portion of
the Secured Indebtedness shall remain in full force and effect and the payment
thereof shall not be excused.  13


Notwithstanding
the foregoing, the rights of Holder and Lenders shall be subject to applicable
law governing use of the Net Claims Proceeds, if any.  (j)Compliance with Legal Requirements.  The Property and the use, operation and
maintenance thereof and all activities thereon do and shall at all times comply
with all applicable Legal Requirements. 
The Property is not, and shall not be, dependent on any other property
or premises or any interest therein other than the Property to fulfill any
requirement of any Legal Requirement. 
Grantor shall not, by act or omission, permit any building or other
improvement not subject to the lien of this Deed of Trust to rely on the Property
or any interest therein to fulfill any requirement of any Legal
Requirement.  No improvement upon or use
of any part of the Property constitutes a nonconforming use under any zoning
law or similar law or ordinance.  Grantor
has obtained and shall preserve in force all requisite zoning, utility,
building, health, environmental and operating permits from the governmental
authorities having jurisdiction over the Property.  If Grantor receives a notice or claim from
any person that the Property, or any use, activity, operation or maintenance
thereof or thereon, is not in compliance with any Legal Requirement, Grantor
will promptly furnish a copy of such notice or claim to Holder.  Grantor has received no notice and has no
knowledge of any such noncompliance.  (k)Maintenance, Repair and Restoration.  Grantor will keep the Property in first class
order, repair, operating condition and appearance, causing all necessary
repairs, renewals, replacements, additions and improvements to be promptly
made, and will not allow any of the Property to be misused, abused or wasted or
to deteriorate.  Notwithstanding the
foregoing, Grantor will not, without the prior written consent of Holder, (i) remove
from the Property any fixtures or personal property covered by this Deed of
Trust except such as is replaced by Grantor by an article of equal suitability
and value, owned by Grantor, free and clear of any lien or security interest
(except that created by this Deed of Trust), or (ii) make any structural
alteration to the Property or any other alteration thereto which impairs the
value thereof. If any act or occurrence of any kind or nature (including any
condemnation or any casualty for which insurance was not obtained or
obtainable) shall result in damage to or loss or destruction of the Property,
Grantor shall give prompt notice thereof to Holder and Grantor shall promptly,
at Grantors sole cost and expense and regardless of whether insurance or
condemnation proceeds (if any) shall be available or sufficient for the
purpose, secure the Property as necessary and commence and continue diligently
to completion to restore, repair, replace and rebuild the Property as nearly as
possible to its value, condition and character immediately prior to the damage,
loss or destruction.  (l)No Other Liens.  Grantor will not, without the prior written
consent of Holder, create, place or permit to be created or placed, or through
any act or failure to act, acquiesce in the placing of, or allow to remain, any
deed of trust, mortgage, voluntary or involuntary lien, whether statutory,
constitutional or contractual, security interest, encumbrance or charge, or
conditional sale or other title retention document, against or covering the
Property, or any part thereof, other than the Permitted Encumbrances,
regardless of whether the same are expressly or otherwise subordinate to the
lien or security interest created in this Deed of Trust, and should any of the
foregoing become attached hereafter in any manner to any part of the Property
without the prior written consent of Holder, Grantor will cause the same to be
promptly discharged and released. 
Grantor will own all parts of the Property and will not acquire any
fixtures, equipment or other property (including software embedded therein)
forming a part of the Property pursuant  14


to a lease, license, security agreement or
similar agreement, whereby any party has or may obtain the right to repossess
or remove same, without the prior written consent of Holder.  If Holder consents to the voluntary grant by
Grantor of any deed of trust, lien, security interest, or other encumbrance
(hereinafter called Subordinate Lien) covering any of the Property or
if the foregoing prohibition is determined by a court of competent jurisdiction
to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall
contain express covenants to the effect that: 
(i) the Subordinate Lien is unconditionally subordinate to this
Deed of Trust and all Leases; (ii) if any action (whether judicial or
pursuant to a power of sale) shall be instituted to foreclose or otherwise
enforce the Subordinate Lien, no tenant of any of the Leases shall be named as
a party defendant, and no action shall be taken that would terminate any
occupancy or tenancy without the prior written consent of Holder; (iii) Rents,
if collected by or for the holder of the Subordinate Lien, shall be applied
first to the payment of the Secured Indebtedness then due and expenses incurred
in the ownership, operation and maintenance of the Property in such order as
Holder may determine, prior to being applied to any indebtedness secured by the
Subordinate Lien; (iv) written notice of default under the Subordinate
Lien and written notice of the commencement of any action (whether judicial or
pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate
Lien or to seek the appointment of a receiver for all or any part of the
Property shall be given to Holder with or immediately after the occurrence of
any such default or commencement; and (v) neither the holder of the
Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone
claiming by, through or under any of them shall succeed to any of Grantors
rights hereunder without the prior written consent of Holder.  (m)Operation of Property.  Grantor will operate the Property in a good
and workmanlike manner and in accordance with all Legal Requirements and will
pay all fees or charges of any kind in connection therewith.  Grantor will keep the Property occupied so as
not to impair the insurance carried thereon. 
Grantor will not use or occupy or conduct any activity on, or allow the
use or occupancy of or the conduct of any activity on, the Property in any
manner which violates any Legal Requirement or which constitutes a public or
private nuisance or which makes void, voidable or cancelable, or increases the
premium of, any insurance then in force with respect thereto.  Grantor will not initiate or permit any
zoning reclassification of the Property or seek any variance under existing
zoning ordinances applicable to the Property or use or permit the use of the
Property in such a manner which would result in such use becoming a
nonconforming use under applicable zoning ordinances or other Legal
Requirement.  Grantor will not impose any
easement, restrictive covenant or encumbrance upon the Property, execute or
file any subdivision plat or condominium declaration affecting the Property or
consent to the annexation of the Property to any municipality, without the
prior written consent of Holder.  Grantor
will not do or suffer to be done any act whereby the value of any part of the
Property may be lessened.  Grantor will
preserve, protect, renew, extend and retain all material rights and privileges
granted for or applicable to the Property. 
Without the prior written consent of Holder, there shall be no drilling
or exploration for or extraction, removal or production of any mineral,
hydrocarbon, gas, natural element, compound or substance (including sand and
gravel) from the surface or subsurface of the Land regardless of the depth
thereof or the method of mining or extraction thereof.  Grantor will cause all debts and liabilities
of any character (including all debts and liabilities for labor, material and
equipment (including software embedded therein) and all debts and charges for
utilities servicing the Property) incurred in the construction, maintenance,
operation and development of the Property to be promptly paid.  15


(n)Further Assurances.  Grantor will, promptly on request of Holder, (i) correct
any defect, error or omission which may be discovered in the contents,
execution or acknowledgment of this Deed of Trust or any other Loan Document; (ii) execute,
acknowledge, deliver, procure and record and/or file such further documents
(including further deeds of trust, security agreements, and assignments of
rents or leases) and do such further acts as may be necessary, desirable or
proper to carry out more effectively the purposes of this Deed of Trust and the
other Loan Documents, to more fully identify and subject to the liens and
security interests hereof any property intended to be covered hereby (including
specifically, but without limitation, any renewals, additions, substitutions,
replacements, or appurtenances to the Property) or as deemed advisable by
Holder to protect the lien or the security interest hereunder against the
rights or interests of third persons; and (iii) provide such certificates,
documents, reports, information, affidavits and other instruments and do such
further acts as may be necessary, desirable or proper in the reasonable
determination of Holder to enable Holder and Lenders to comply with the
requirements or requests of any agency having jurisdiction over Holder or any
Lender or any examiners of such agencies with respect to the indebtedness
secured hereby, Grantor or the Property. 
Grantor shall pay all costs connected with any of the foregoing, which
shall be a demand obligation owing by Grantor (which Grantor hereby promises to
pay) to Holder (for its own account or the account of Lenders, as applicable)
pursuant to this Deed of Trust.  (o)Fees and Expenses.  Without limitation of any other provision of
this Deed of Trust or of any other Loan Document and to the extent not
prohibited by applicable law, Borrowers will pay, and will reimburse to Holder
(for its own account or the account of Lenders, as applicable) and/or Trustee
on demand to the extent paid by Holder, Lenders and/or Trustee:  (i) costs of appraisals obtained in
connection with the origination of the Loan and after the occurrence of a
Default; (ii) all filing, registration and recording fees, recordation,
transfer and other taxes, brokerage fees and commissions, abstract fees, title
search or examination fees, title policy and endorsement premiums and fees,
Uniform Commercial Code search fees, judgment and tax lien search fees, escrow
fees, attorneys fees, architects fees, engineering fees, construction
consultant fees, environmental inspection fees, survey fees, and all other
costs and expenses of every character incurred by Borrowers or Holder, Lenders
and/or Trustee in connection with the preparation of the Loan Documents, the
evaluation, closing and funding of the Loan, and any and all amendments and
supplements to this Deed of Trust or any other Loan Documents or any approval,
consent, waiver, release or other matter requested or required hereunder or
thereunder, or otherwise attributable or chargeable to Grantor as owner of the
Property; and (iii) all costs and expenses, including attorneys fees and
expenses (including the market value of services provided by in-house counsel),
incurred or expended in connection with the exercise of any right or remedy, or
the defense of any right or remedy or the enforcement of any obligation of
Borrowers or Grantor, hereunder or under any other Loan Document.  (p)Indemnification.  Grantor will indemnify and hold harmless each
and every Indemnified Party from and against, and reimburse them on demand for,
any and all Indemnified Matters.  Without
limitation, the foregoing indemnity shall apply to each Indemnified Party with
respect to matters which in whole or in part are caused by or arise out of the
negligence of such (and/or any other) Indemnified Party.  However, such indemnity shall not apply to a
particular Indemnified Party to the extent that the subject of the
indemnification is caused by or arises out of the gross negligence or willful
misconduct of that Indemnified Party. 
Any amount to be paid under this clause (p) by Grantor to any
Indemnified Party shall be a demand obligation owing by  16


Grantor (which Grantor hereby promises to
pay) to such Indemnified Party pursuant to this Deed of Trust.  The indemnity in this clause (p) shall
not terminate upon the release, foreclosure or other termination of this Deed
of Trust but will survive the enforcement of any remedy provided in any Loan
Document including the foreclosure of this Deed of Trust or conveyance in lieu
of foreclosure, the repayment of the Secured Indebtedness, the discharge and
release of this Deed of Trust and the other Loan Documents, any bankruptcy or
other proceeding under any Debtor Relief Law, and any other event whatsoever.  The rights of Indemnified Parties under this
clause (p) shall be in addition to all other rights that Indemnified
Parties or any of them may have under this Deed of Trust or any other Loan
Document.  Nothing in this clause (p) or
elsewhere in this Deed of Trust shall limit or impair any rights or remedies
that any Indemnified Party may have (including any rights of contribution or
indemnification) against Grantor or any other person under any other provision
of this Deed of Trust, any other Loan Document, any other agreement or any
applicable Legal Requirement.  (q)Taxes on Deed of Trust.  Grantor will promptly pay all income,
franchise and other taxes owing by Grantor and any stamp, documentary,
recordation and transfer taxes or other taxes (unless such payment by Grantor
is prohibited by law) which may be required to be paid with respect to any
Note, this Deed of Trust or any other instrument evidencing or securing any of
the Secured Indebtedness.  In the event
of the enactment after this date of any law of any governmental entity
applicable to Holder, any Lender, the Property or this Deed of Trust deducting
from the value of property for the purpose of taxation any lien or security
interest thereon, or imposing upon Holder or any Lender the payment of the whole
or any part of the taxes or assessments or charges or liens herein required to
be paid by Grantor, or changing in any way the laws relating to the taxation of
deeds of trust or mortgages or security agreements or debts secured by deeds of
trust or mortgages or security agreements or the interest of the mortgagee or
secured party in the property covered thereby, or the manner of collection of
such taxes, so as to affect this Deed of Trust or the Secured Indebtedness or
Holder or any Lender, then, and in any such event, Grantor, upon demand by
Holder, shall pay such taxes, assessments, charges or liens, or reimburse
Holder therefor (for its own account or the account of the affected Lender(s),
as applicable); provided, however, that if in the opinion of counsel for Holder
(i) it might be unlawful to require Grantor to make such payment or (ii) the
making of such payment might result in the imposition of interest beyond the
maximum amount permitted by law, then and in such event, Holder may elect, by
notice in writing given to Grantor, to declare all of the Secured Indebtedness
to be and become due and payable sixty (60) days from the giving of such
notice.  (r)Statement Concerning the Loan or Deed of
Trust.  Grantor shall at any time and
from time to time furnish within seven (7) days of request by Holder a
written statement in such form as may be required by Holder stating (i) that
this Deed of Trust and the other Loan Documents are valid and binding
obligations, and enforceable against Grantor in accordance with their terms; (ii) the
aggregate unpaid principal balance of the Loan; (iii) the date to which
interest on the Loan is paid; (iv) that this Deed of Trust and the other
Loan Documents have not been released, subordinated or modified; and (v) that
there are no offsets or defenses against the enforcement of this Deed of Trust
or any other Loan Document. 
Alternatively, if any of the foregoing statements in clauses (i), (iv) and
(v) are untrue, Grantor shall specify the reasons therefor.  17


(s)Letter-of-Credit Rights.  If Grantor is at any time a beneficiary under
a letter of credit (whether or not the letter of credit is evidenced by a
writing) relating to the properties, rights, titles and interests referred to
in Section 1.3 of this Deed of Trust now or hereafter issued in
favor of Grantor, Grantor shall promptly notify Holder thereof and, at the
request and option of Holder, Grantor shall, pursuant to an agreement in form
and substance satisfactory to Holder, either (i) arrange for the issuer
and any confirmer of such letter of credit to consent to an assignment to
Holder of the proceeds of any drawings under the letter of credit, or (ii) arrange
for Holder to become the transferee beneficiary of the letter of credit, with
Holder agreeing, in each case, that the proceeds of any drawing under the
letter of credit are to be applied as provided in Section 5.2 of
this Deed of Trust.  (t)Status of Grantor.  Grantor is and will continue to be (i) duly
organized, validly existing and in good standing under the laws of its state of
organization, (ii) authorized to do business and in good standing in each
state in which the Property is located, and (iii) possessed of all
requisite power and authority to carry on its business and to own and operate
the Property.  Grantors exact legal name
is correctly set forth at the end of this Deed of Trust.  Grantor is an organization of the type
specified in the introductory paragraph of this Deed of Trust.  If Grantor is a registered entity, Grantor is
incorporated in or organized under the laws of the state specified in the
introductory paragraph of this Deed of Trust. 
If Grantor is an unregistered entity (including a general partnership),
it is organized under the laws of the state specified in the introductory
paragraph of this Deed of Trust.  Grantor
will not cause or permit any change to be made in its name, identity (including
its trade name or names), or corporate or partnership structure unless Grantor
shall have notified Holder in writing of such change at least 30 days prior to
the effective date of such change, and shall have first taken all action
required by Holder for the purpose of further perfecting or protecting the lien
and security interest of Holder in the Property.  In addition, Grantor shall not change its
corporate or partnership structure without first obtaining the prior written
consent of Holder.  Grantors principal
place of business and chief executive office, and the place where Grantor keeps
its books and records, including recorded data of any kind or nature,
regardless of the medium of recording, including software, writings, plans,
specifications and schematics concerning the Property, has been for the
preceding four months (or, if less, the entire period of the existence of
Grantor) and will continue to be the address of Grantor set forth at the end of
this Deed of Trust (unless Grantor notifies Holder of any change in writing at
least 30 days prior to the date of such change).  Grantors organizational identification
number, if any, assigned by the state of incorporation or organization is
correctly set forth on the first page of this Deed of Trust.  Grantor shall promptly notify Holder of any
change in its organizational identification number.  If Grantor does not now have an
organizational identification number and later obtains one, Grantor shall
promptly notify Holder of such organizational identification number.  Section 2.2Performance by
Holder on Grantors Behalf.  Grantor
agrees that if Grantor fails to perform any act or to take any action which
under any Loan Document Grantor is required to perform or take, or to pay any
money which under any Loan Document Grantor is required to pay, and whether or
not the failure then constitutes a Default, and whether or not there has
occurred any Default or the Secured Indebtedness has been accelerated, Holder,
in Grantors name or its own name on behalf of itself and Lenders, may, but
shall not be obligated to, perform or cause to be performed such act or take
such action or pay such money, and any expenses so incurred by Holder or
Lenders and any money so paid by Holder or Lenders shall be  18


a demand obligation owing by Grantor to
Holder for its own account or the account of Lenders, as applicable (which
obligation Grantor hereby promises to pay), shall be a part of the Secured
Indebtedness, and Holder and/or Lenders, upon making such payment, shall be
subrogated to all of the rights of the person, entity or body politic receiving
such payment.  Holder and its designees
shall have the right to enter upon the Property at any time and from time to
time for any such purposes.  No such
payment or performance by Holder or Lenders shall waive or cure any Default or
waive any right, remedy or recourse of Holder or Lenders.  Any such payment may be made by Holder or
Lenders in reliance on any statement, invoice or claim without inquiry into the
validity or accuracy thereof.  Each
amount due and owing by Grantor to Holder or Lenders pursuant to this Deed of
Trust shall bear interest, from the date such amount becomes due until paid, at
the rate per annum provided in the Credit Agreement for interest on past-due
principal owed on the Loan but never in excess of the maximum nonusurious
amount permitted by applicable law, which interest shall be payable to Holder
on demand for its own account or the account of Lenders, as applicable; and all
such amounts, together with such interest thereon, shall automatically and without
notice be a part of the Secured Indebtedness. 
The amount and nature of any expense by Holder or Lenders hereunder and
the time when paid shall be fully established by the certificate of Holder or
any of Holders officers or agents.  Section 2.3Absence of
Obligations of Holder and Lenders with Respect to Property.  Notwithstanding anything in this Deed of
Trust to the contrary, including the definition of Property and/or the
provisions of Article 3 hereof, (i) to the extent permitted by
applicable law, the Property is composed of Grantors rights, title and
interests therein but not Grantors obligations, duties or liabilities
pertaining thereto, (ii) Holder and Lenders neither assume nor shall have
any obligations, duties or liabilities in connection with any portion of the
items described in the definition of Property herein, either prior to or
after obtaining title to such Property, whether by foreclosure sale, the
granting of a deed in lieu of foreclosure or otherwise, and (iii) Holder
may, at any time prior to or after the acquisition of title to any portion of
the Property as above described, advise any party in writing as to the extent
of Holders and Lenders interest therein and/or expressly disaffirm in writing
any rights, interests, obligations, duties and/or liabilities with respect to
such Property or matters related thereto. 
Without limiting the generality of the foregoing, it is understood and
agreed that neither Holder nor Lenders shall have any obligations, duties or
liabilities prior to or after acquisition of title to any portion of the
Property, as lessee under any lease or purchaser or seller under any contract
or option unless Holder elects otherwise by written notification.  Section 2.4Authorization to
File Financing Statements; Power of Attorney.  Grantor hereby authorizes Holder at any time
and from time to time to file any initial financing statements, amendments
thereto and continuation statements as authorized by applicable law, required
by Holder to establish or maintain the validity, perfection and priority of the
security interests granted by this Deed of Trust.  For purposes of such filings, Grantor agrees
to furnish any information requested by Holder promptly upon request by Holder.  Grantor also ratifies its authorization for
Holder to have filed any like initial financing statements, amendments thereto
or continuation statements if filed prior to the date of this Deed of
Trust.  Grantor hereby irrevocably
constitutes and appoints Holder and any officer or agent of Holder, with full
power of substitution, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of Grantor or in Grantors
own name to execute in Grantors name any such documents and to otherwise carry
out the purposes of this Section 2.4, to the extent that  19


Grantors authorization above is not
sufficient.  To the extent permitted by
law, Grantor hereby ratifies all acts said attorneys-in-fact have lawfully done
in the past or shall lawfully do or cause to be done in the future by virtue
hereof.  This power of attorney is a
power coupled with an interest and shall be irrevocable.  ARTICLE 3 Assignment of Rents and Leases  Section 3.1Assignment.  To secure the obligations of Borrowers under
the Loan Documents and all matters and indebtedness constituting the Secured
Indebtedness, Grantor hereby assigns to Administrative Agent for the ratable
benefit of itself and Lenders all Rents and all of Grantors rights in and
under all Leases.  Upon the occurrence
and during the continuation of any Default, Administrative Agent and any other
Holder shall have the right, power and authority to collect any and all Rents
on behalf of itself and Lenders.  While
any Default is continuing, all Rents shall be paid directly to Holder and not
through Grantor, all without the necessity of any further action by Holder,
including any action to obtain possession of the Land, Improvements or any
other portion of the Property or any action for the appointment of a
receiver.  Grantor hereby authorizes and
directs the tenants under the Leases to pay Rents to Holder upon written demand
by Holder, without further consent of Grantor, without any obligation of such
tenants to determine whether a Default has in fact occurred and regardless of
whether Holder has taken possession of any portion of the Property, and the
tenants may rely upon any written statement delivered by Holder to the
tenants.  Any such payments to Holder
shall constitute payments to Grantor under the Leases, and Grantor hereby
irrevocably appoints Holder as its attorney-in-fact, which power of attorney is
with full power of substitution and coupled with an interest, to do all things
during the continuance of a Default, which Grantor might otherwise do with
respect to the Property and the Leases thereon, including:  (a) demanding, receiving and enforcing
payment of any and all Rents; (b) giving receipts, releases and
satisfactions for any and all Rents; (c) suing either in the name of
Grantor or in Holders own name on behalf of itself and Lenders for any and all
Rents; (d) applying the net proceeds of any and all Rents collected by
Holder, after deducting all expenses of collection, including attorneys fees
and expenses, to the Secured Indebtedness in such order and manner as Holder
may elect and/or to the operation and management of the Property, including the
payment of management, brokerage and attorneys fees and expenses (including
reasonable reserves for anticipated expenses), or at the option of Holder,
holding the same as security for the payment of the Secured Indebtedness; (e) leasing,
in the name of Grantor, the whole or any part of the Property which may become
vacant; (f) employing agents for such leasing and paying such agents
reasonable compensation for their services; and (g) requiring Grantor to
deliver to Holder all security deposits and executed originals of all Leases
and copies of all records relating thereto. 
Holder may take any or all of the foregoing actions with or without
taking possession of any portion of the Property or taking any action with
respect to such possession.  The
assignment contained in this Section 3.1 shall become null and void
upon the reconveyance of this Deed of Trust.  Section 3.2Covenants,
Representations and Warranties Concerning Leases and Rents.  Grantor covenants, represents and warrants
that:  20


(a)Grantor has good title to, and is the owner
of the entire landlords interest in, the Leases and Rents hereby assigned and
has authority to assign them;  (b)All Leases are valid and enforceable, and in
full force and effect, and are unmodified except as stated therein;  (c)Grantor is not in default under any Lease
(and no event has occurred which with the passage of time or notice or both
would result in a default under any Lease) and is not the subject of any
petition, case, proceeding or other action pursuant to any Debtor Relief Law;  (d)To Grantors knowledge, no tenant in the
Property is in default under its Lease (and no event has occurred which with
the passage of time or notice or both would result in a default under its
Lease) or is the subject of any petition, case, proceeding or other action
pursuant to any Debtor Relief Law;  (e)Unless otherwise stated in a Permitted
Encumbrance, no Rents or Leases have been or will be assigned, mortgaged,
pledged or otherwise encumbered and no other person has acquired or will
acquire any right, title or interest in such Rents or Leases;  (f)No Rents have been waived, released,
discounted, set off or compromised;  (g)Except as stated in the Leases, Grantor has
not received any funds or deposits from any tenant for which credit has not
already been made on account of accrued Rents;  (h)Grantor shall perform all of its obligations
under the Leases and enforce the tenants obligations under the Leases to the
extent enforcement is prudent under the circumstances;  (i)Grantor will not, without the prior written
consent of Holder, waive, release, discount, set off, compromise, reduce or
defer any Rent, receive or collect Rents more than one (1) month in
advance, grant any rent-free period to any tenant, reduce any Lease term or
waive, release or otherwise modify any other material obligation under any
Lease, renew or extend any Lease except in accordance with a right of the
tenant thereto in such Lease, approve or consent to an assignment of a Lease or
a subletting of any part of the premises covered by a Lease, or settle or
compromise any claim against a tenant under a Lease in bankruptcy, in any other
proceeding pursuant to any Debtor Relief Law or otherwise;  (j)Grantor will not, without the prior written
consent of Holder, terminate or consent to the cancellation or surrender of any
Lease having an unexpired term of one (1) year or more;  (k)Grantor will not execute any Lease except in
accordance with the Loan Documents and for actual occupancy by the tenant
thereunder;  (l)Grantor shall give prompt notice to Holder,
as soon as Grantor first obtains notice, of any claim, or the commencement of
any action, by any tenant or subtenant under or with respect to a Lease
regarding any claimed damage, default, diminution of or offset against Rent,
cancellation of the Lease, or constructive eviction, and Grantor shall defend,
at Grantors  21


expense, any proceeding pertaining to any
Lease, including, if Holder so requests, any such proceeding if Holder and/or
Lenders are parties thereto;  (m)Promptly upon request by Holder and upon the
occurrence of a Default, Grantor shall deliver to Holder all security deposits
and executed originals of all Leases and copies of all records relating
thereto;  (n)There shall be no merger of the leasehold
estates created by the Leases, with the fee estate of the Land without the
prior written consent of Holder; and  (o)Holder, on behalf of itself and Lenders, may
at any time and from time to time by specific written instrument intended for
the purpose, unilaterally subordinate the lien of this Deed of Trust to any
Lease, without joinder or consent of or notice to Grantor, any tenant or any
other person, and notice is hereby given to each tenant under a Lease of such
right to subordinate.  No such
subordination shall constitute a subordination to any lien or other
encumbrance, whenever arising, or improve the right of any junior lienholder, and
nothing herein shall be construed as subordinating this Deed of Trust to any
Lease.  Section 3.3No Liability of
Holder or Lenders.  Holder and
Lenders neither have nor assume any obligations as lessor or landlord with
respect to any Lease.  Administrative
Agents acceptance of this assignment on behalf of itself and Lenders shall not
be deemed to constitute any Holder or any Lender a mortgagee in possession,
nor shall such acceptance obligate Holder or any Lender to appear in or defend
any proceeding relating to any Lease or to the Property, or to take any action
hereunder, expend any money, incur any expenses, perform any obligation or
liability under any Lease, or assume any obligation for any deposit delivered
to Grantor by any tenant and not as such delivered to and accepted by Holder.  Neither Holder nor Lenders shall be liable
for any injury or damage to person or property in or about the Property, or for
Holders failure to collect or to exercise diligence in collecting Rents, but
Holder and Lenders shall be accountable only for Rents that they shall actually
receive.  Neither the assignment of
Leases and Rents, nor enforcement of the rights of Holder and Lenders regarding
Leases and Rents (including collection of Rents), nor possession of the Property
by Holder or Lenders, nor Holders consent to or approval of any Lease (nor all
of the same), shall render Holder or any Lender liable on any obligation under
or with respect to any Lease or constitute affirmation of, or any subordination
to, any Lease, occupancy, use or option.  Section 3.4Rights Cumulative.  The powers and rights of Holder and Lenders
under this Article 3 shall be cumulative of all other powers and
rights of Holder and Lenders under the Loan Documents or otherwise.  Such powers and rights granted in this Article 3
shall be in addition to the other remedies provided for in this Deed of Trust
upon the occurrence of a Default and may be exercised independently of or
concurrently with any of said remedies. 
If Holder or Lenders seek or obtain any judicial relief regarding Rents
or Leases, the same shall in no way prevent the concurrent or subsequent
employment of any other appropriate rights or remedies nor shall the same
constitute an election of judicial relief for any foreclosure or any other
purpose.  22


ARTICLE 4 Default  Section 4.1Events of Default.  The occurrence of any one of the following
shall be a default under this Deed of Trust (Default):  (a)Nonperformance of Covenants.  Any covenant, agreement or condition of this
Deed of Trust (other than covenants otherwise addressed in another clause of
this Section 4.1) is not fully and timely performed, observed or
kept, and such failure is not cured within the applicable notice and cure
period (if any) provided for herein.  (b)Default under other Loan Documents /
Cross-Default.  A Default occurs
under any other Loan Document, specifically including any default pursuant to
any of the following deeds of trust granted to Trustee, in favor of the
Administrative Agent, for its own benefit and for the benefit of any other
Lender(s):  ·That certain First Lien Deed
of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing
dated of even date herewith and granted by Alta Los Angeles Hospitals, Inc.,
as grantor thereunder, encumbering properties located at 4081, 4059 and 4125
East Olympic Boulevard;  ·That certain First Lien Deed
of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing
dated of even date herewith and granted by Alta Hollywood Hospitals, Inc.,
as grantor thereunder, encumbering properties located at 6245 De Longpre Avenue
and 6228 Leland Way;  ·That certain First Lien Deed
of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing
dated of even date herewith and granted by Alta Hollywood Hospitals, Inc.,
as grantor thereunder, encumbering properties located at 14433 Emelita Street,
5835 Sylmar Avenue, and 14407 Emelita Street;  (c)Transfer of the Property.  Any Transfer occurs with respect to all or any
part of the Property or any interest therein, except for:  (i) sales or transfers of items of the
Accessories which have become obsolete or worn beyond practical use and which
have been replaced by adequate substitutes owned by Grantor, having a value equal
to or greater than the replaced items when new; and (ii) the grant, in the
ordinary course of business, of a leasehold interest in a part of the
Improvements to a tenant for occupancy, not containing a right or option to
purchase and not in contravention of any provision of this Deed of Trust or of
any other Loan Document.  Holder may, in
its sole discretion, waive a Default under this clause (c), but it shall have
no obligation to do so.  Any waiver will
be conditioned upon the grantees integrity, reputation, character,
creditworthiness and management ability being satisfactory to Holder in its
sole judgment, and may also be conditioned upon such one or more of the
following, if any, that Holder may require: 
the execution by the grantee of a written assumption agreement prior to
such Transfer containing such terms as Holder may require; the receipt by
Holder and Lenders of a principal paydown on the Loan; the receipt by Holder
and Lenders of an assumption fee; the reimbursement of all of the expenses incurred
by Holder and Lenders in connection with such Transfer, including attorneys
fees; and any modification of the Loan Documents as Holder may require,
including an increase in the rate of interest payable under the Loan and/or a
modification of the terms of the Loan. 
NOTICE - THE SECURED INDEBTEDNESS IS SUBJECT TO  23


ACCELERATION IN THE EVENT OF A TRANSFER WHICH
IS PROHIBITED UNDER THIS CLAUSE (c).  (d)Transfer of Interests in Grantor.  (i) If Grantor is a corporation, a
Transfer occurs with respect to shares possessing, in the aggregate, more than
fifty percent (50%) of the voting power without the prior written consent of
Holder; (ii) if Grantor is a partnership or joint venture, a Transfer
occurs with respect to more than fifty percent (50%) of the partnership or
joint venture interests in the aggregate, or any general partner or joint
venturer withdraws or is removed or admitted without the prior written consent
of Holder; or (iii) if Grantor is a limited liability company, a Transfer
occurs with respect to more than fifty percent (50%) of the voting power or
ownership interests, in either case in the aggregate, or any managing member
withdraws or is removed or admitted without the prior written consent of
Holder.  NOTICE - THE SECURED
INDEBTEDNESS IS SUBJECT TO ACCELERATION IN THE EVENT OF A TRANSFER WHICH IS
PROHIBITED UNDER THIS CLAUSE (d).  (e)Grant of Easement, Etc.  Without the prior written consent of Holder,
Grantor grants any easement or dedication, or files any plat, condominium
declaration or restriction, or otherwise encumbers the Property, or seeks or
permits any zoning reclassification or variance, unless such action is
expressly permitted by the Loan Documents or does not affect the Property.  (f)Abandonment.  The owner of the Property abandons any of the
Property.  (g)Default Under Other Lien.  A default or event of default occurs under
any lien, security interest or assignment covering the Property or any part
thereof (whether or not Holder and Lenders have consented, and without hereby
implying any consent by Holder or Lenders, to any such lien, security interest
or assignment not created hereunder), or the holder of any such lien, security
interest or assignment declares a default or institutes foreclosure or other
proceedings for the enforcement of its remedies thereunder.  (h)Destruction.  The Property is so demolished, destroyed or
damaged that in the reasonable opinion of Holder, it cannot be restored or
rebuilt with available funds to a profitable condition within a reasonable
period of time and in any event prior to the final maturity date of the Loan.  (i)Condemnation.  (i) Any governmental authority requires
or commences any proceeding for the demolition of any building or structure
comprising a part of the Premises, or (ii) there is commenced any
proceeding to condemn or otherwise take pursuant to the power of eminent
domain, or a contract for sale or a conveyance in lieu of such a taking is
executed which provides for the transfer of, a material portion of the
Premises, including the taking (or transfer in lieu thereof) of any portion
which would result in the blockage or substantial impairment of access or
utility service to the Improvements or which would cause the Premises to fail
to comply with any Legal Requirement.  Section 4.2Notice and Cure.  If any provision of this Deed of Trust or any
other Loan Document provides for Holder to give to Grantor any notice regarding
a default or incipient default, then if Holder shall fail to give such notice
to Grantor as provided, the sole and exclusive remedy of Grantor for such
failure shall be to seek appropriate equitable relief to enforce the  24


agreement to give such notice and to have any
acceleration of the maturity of the Loan and the Secured Indebtedness postponed
or revoked and foreclosure proceedings in connection therewith delayed or
terminated pending or upon the curing of such default in the manner and during
the period of time permitted by such agreement, if any, and Grantor shall have
no right to damages or any other type of relief not herein specifically set out
against Holder or Lenders, all of which damages or other relief are hereby
waived by Grantor.  Nothing herein or in
any other Loan Document shall operate or be construed to add on or make
cumulative any cure or grace periods specified in any of the Loan Documents.  ARTICLE 5 Remedies  Section 5.1Certain Remedies.  If a Default shall occur, Holder may (but shall
have no obligation to) exercise any one or more of the following remedies,
without notice (unless notice is required by applicable statute):  (a)Acceleration.  Holder may at any time and from time to time
declare any or all of the Secured Indebtedness immediately due and payable and
such Secured Indebtedness shall thereupon be immediately due and payable,
without presentment, demand, protest, notice of protest, notice of acceleration
or of intention to accelerate or any other notice or declaration of any kind,
all of which are hereby expressly waived by Borrowers, which waiver is hereby
acknowledged by Grantor.  (b)Enforcement of Assignment of Rents.  Holder may take any of the actions described
in Article 3 with or without taking possession of any portion of
the Property or taking any action with respect to such possession.  (c)Trustees Sale.  (i)Holder may execute and
deliver to Trustee written declaration of default and demand for sale and
written notice of default and of election to cause all or any part of the
Property to be sold, which notice Trustee shall cause to be filed for record;
and after the lapse of such time as may then be required by law following the
recordation of such notice of default, and notice of sale having been given as
then required by law, Trustee, without demand on Borrowers or Grantor, shall
sell such Property at the time and place fixed by Trustee in such notice of
sale, either as a whole or in separate parcels and in such order as Holder may
direct (Borrowers and Grantor each waiving any right to direct the order of
sale), at public auction to the highest bidder for cash in lawful money of the
United States (or cash equivalents acceptable to Trustee to the extent
permitted by applicable law), payable at the time of sale.  Trustee may postpone the sale of all or any
part of the Property by public announcement at the time fixed by the preceding
postponement.  Trustee shall deliver to
the purchaser at such sale its deed conveying the property so sold, but without
any covenant or warranty, express or implied, and the recitals in such deed of
any matters or facts shall be conclusive proof of the truthfulness
thereof.  Any person, including Trustee,
Holder or any Lender, may purchase at such sale, and any bid by Holder or any Lender
may be, in whole or in part, in the form of cancellation of all or any part of
the Secured Indebtedness.  25


(ii)The sale by Trustee of
less than the whole of the Property shall not exhaust the power of sale herein
granted, and Trustee is specifically empowered to make successive sales under
such power until the whole of the Property shall be sold.  In the event any sale hereunder is not
completed or is defective in the opinion of Holder, such sale shall not exhaust
the power of sale hereunder and Holder shall have the right to cause a
subsequent sale or sales to be made hereunder. 
If the proceeds of any sale of less than the whole of the Property shall
be less than the aggregate of the Secured Indebtedness and the expense of
executing this trust as provided herein, this Deed of Trust and the lien hereof
shall remain in full force and effect as to the unsold portion of the Property
just as though no sale had been made; provided, however, that neither Borrowers
nor Grantor shall have any right to require the sale of less than the whole of
the Property but Holder shall have the right, at its sole election, to request
Trustee to sell less than the whole of the Property.  (iii)Trustee may, after any
request or direction by Holder, sell not only the real property but also the
Collateral and other interests which are a part of the Property, or any part
thereof, as a unit and as a part of a single sale, or may sell any part of the
Property separately from the remainder of the Property.  It shall not be necessary for Trustee to have
taken possession of any part of the Property or to have present or to exhibit
at any sale any of the Collateral.  (iv)After each sale, Trustee
shall receive the proceeds of said sale and apply the same as herein
provided.  Payment of the purchase price
to Trustee shall satisfy the obligation of purchaser at such sale therefor, and
such purchaser shall not be responsible for the application thereof.  (v)Trustee or its
successor or substitute may appoint or delegate any one or more persons as
agent to perform any act or acts necessary or incident to any sale held by
Trustee, including the posting of notices and the conduct of sale, but in the
name and on behalf of Trustee, its successor or substitute.  If Trustee or its successor or substitute
shall have given notice of sale hereunder, any successor or substitute Trustee
thereafter appointed may complete the sale and the conveyance of the property pursuant
thereto as if such notice had been given by the successor or substitute Trustee
conducting the sale.  (d)Uniform Commercial Code.  Without limitation of any rights of
enforcement of Holder and Lenders with respect to the Collateral or any part
thereof in accordance with the procedures for foreclosure of real estate,
Holder may exercise its rights of enforcement with respect to the Collateral or
any part thereof under the California Uniform Commercial Code, as in effect
from time to time (or under the Uniform Commercial Code in force, from time to
time, in any other state to the extent the same is applicable law) and in
conjunction with, in addition to or in substitution for those rights and
remedies:  (i) Holder may enter upon
Grantors premises to take possession of, assemble and collect the Collateral
or, to the extent and for those items of the Collateral permitted under
applicable law, to render it unusable; (ii) Holder may require Grantor to
assemble the Collateral and make it available at a place Holder designates
which is mutually convenient to allow Holder to take possession or dispose of
the Collateral; (iii) written notice mailed to Grantor as provided herein
at least five (5) days prior to the date of public sale of the Collateral
or prior to the date on which private sale of the Collateral will be made shall
constitute reasonable notice; provided that, if Holder fails to comply with
this clause (iii) in any respect, the  26


liability of Holder and Lenders for such
failure shall be limited to the liability (if any) imposed on them as a matter
of law under the California Uniform Commercial Code, as in effect from time to
time (or under the Uniform Commercial Code, in force from time to time, in any
other state to the extent the same is applicable law); (iv) any sale made
pursuant to the provisions of this clause (d) shall be deemed to have been
a public sale conducted in a commercially reasonable manner if held
contemporaneously with and upon the same notice as required for the sale of the
Property under power of sale as provided in clause (c) above in this Section 5.1;
(v) in the event of a foreclosure sale, whether made by Trustee under the
terms hereof, or under judgment of a court, the Collateral and the other
Property may, at the option of Holder, be sold as a whole; (vi) it shall
not be necessary for Holder to take possession of the Collateral or any part
thereof prior to the time that any sale pursuant to the provisions of this
clause (d) is conducted and it shall not be necessary for the Collateral
or any part thereof to be present at the location of such sale; (vii) with
respect to application of proceeds from disposition of the Collateral under Section 5.2
hereof, the costs and expenses incident to disposition shall include the
reasonable expenses of retaking, holding, preparing for sale or lease, selling,
leasing and the like and the reasonable attorneys fees and legal expenses
incurred by Holder and Lenders (including the market value of services provided
by in-house counsel); (viii) any and all statements of fact or other
recitals made in any bill of sale or assignment or other instrument evidencing
any foreclosure sale hereunder as to nonpayment of the Secured Indebtedness or
as to the occurrence of any Default, or as to Holder having declared all of
such indebtedness to be due and payable, or as to notice of time, place and
terms of sale and of the properties to be sold having been duly given, or as to
any other act or thing having been duly done by Holder or Lenders, shall be
taken as prima facie evidence of the truth of the facts so stated and recited; (ix) Holder
may appoint or delegate any one or more persons as agent to perform any act or
acts necessary or incident to any sale held by Holder, including the sending of
notices and the conduct of the sale, but in the name of Holder on behalf of
itself and Lenders; (x) Holder may comply with any applicable state or
federal law or regulatory requirements in connection with a disposition of the
Collateral, and such compliance will not be considered to affect adversely the
commercial reasonableness of any sale of the Collateral; (xi) Holder may sell
the Collateral without giving any warranties as to the Collateral, and may
specifically disclaim all disposition warranties, including warranties relating
to title, possession, quiet enjoyment and the like, and all warranties of
quality, merchantability and fitness for a specific purpose, and this procedure
will not be considered to affect adversely the commercial reasonableness of any
sale of the Collateral; (xii) Grantor acknowledges that a private sale of the
Collateral may result in less proceeds than a public sale; and (xiii) Grantor
acknowledges that the Collateral may be sold at a loss to Grantor, and that in
such event neither Holder nor Lenders shall have any liability or
responsibility to Grantor for such loss.  (e)Judicial Action.  Subject to any provision of the Credit
Agreement regarding reference and arbitration, Holder may bring an action on
behalf of itself and Lenders in any court of competent jurisdiction to
foreclose this instrument or to obtain specific performance of any of the
covenants or agreements of this Deed of Trust.  (f)Entry on Property.  Holder is authorized on behalf of itself and
Lenders, prior or subsequent to the institution of any foreclosure proceedings,
to the fullest extent permitted by applicable law, to enter upon the Property
or any part thereof, and to take possession of the Property and all books and
records, and all recorded data of any kind or nature, regardless of the medium
of recording, including all software, writings, plans, specifications and
schematics  27


relating thereto, and to exercise without
interference from Grantor any and all rights which Grantor has with respect to
the management, possession, operation, protection or preservation of the
Property.  Holder shall not be deemed to
have taken possession of the Property or any part thereof except upon the
exercise of its right to do so, and then only to the extent evidenced by its
demand and overt act specifically for such purpose.  All costs, expenses and liabilities of every
character incurred by Holder and Lenders in managing, operating, maintaining,
protecting or preserving the Property shall constitute a demand obligation of
Grantor (which obligation Grantor hereby promises to pay) to Holder (for its
own account or the account of Lenders, as applicable) pursuant to this Deed of
Trust.  If necessary to obtain the
possession provided for above, Holder may invoke any and all legal remedies to
dispossess Grantor.  In connection with
any action taken by Holder pursuant to this clause (f), neither Holder nor
Lenders shall be liable for any loss sustained by Grantor resulting from any
failure to let the Property or any part thereof, or from any act or omission of
Holder in managing the Property unless such loss is caused by the willful
misconduct and bad faith of Holder, nor shall Holder or Lenders be obligated to
perform or discharge any obligation, duty or liability of Grantor arising under
any lease or other agreement relating to the Property or arising under any
Permitted Encumbrance or otherwise arising. 
Grantor hereby assents to, ratifies and confirms any and all actions of
Holder with respect to the Property taken under this clause (f).  (g)Receiver.  Holder, on behalf of itself and Lenders,
shall as a matter of right be entitled to the appointment of a receiver or
receivers for all or any part of the Property, whether such receivership is
incident to a proposed sale (or sales) of such property or otherwise, and
without regard to the value of the Property or the solvency of any person or
persons liable for the payment of the Secured Indebtedness, and Grantor does
hereby irrevocably consent to the appointment of such receiver or receivers,
waives notice of such appointment, of any request therefor or hearing in
connection therewith, and any and all defenses to such appointment, agrees not
to oppose any application therefor by Holder, and agrees that such appointment
shall in no manner impair, prejudice or otherwise affect the rights of Holder
and Lenders to application of Rents as provided in this Deed of Trust.  Nothing herein is to be construed to deprive
Holder or Lenders of any other right, remedy or privilege they may have under
the law to have a receiver appointed. 
Any money advanced by Holder or Lenders in connection with any such
receivership shall be a demand obligation (which obligation Grantor hereby
promises to pay) owing by Grantor to Holder (for its own account or the account
of Lenders, as applicable) pursuant to this Deed of Trust.  (h)Powers of Holder.  Holder may, on behalf of itself and Lenders,
either directly or through an agent or court-appointed receiver, and without
regard to the adequacy of any security for the Secured Indebtedness:  (i)enter, take possession
of, manage, operate, protect, preserve and maintain, and exercise any other
rights of an owner of, the Property, and use any other properties or facilities
of Grantor relating to the Property, all without payment of rent or other
compensation to Grantor;  (ii)enter into such
contracts and take such other action as Holder deems appropriate to complete
all or any part of the Improvements or any other construction on the  28


Land, subject to such modifications and other
changes in the Improvements or the plan of development as Holder may deem
appropriate;  (iii)make, cancel, enforce or
modify leases, obtain and evict tenants, fix or modify rents and, in its own
name or in the name of Grantor, otherwise conduct any business of Grantor in
relation to the Property and deal with Grantors creditors, debtors, tenants,
agents and employees and any other persons having any relationship with Grantor
in relation to the Property, and amend any contracts between them, in any
manner Holder may determine;  (iv)either with or without
taking possession of the Property, notify obligors on any contracts that all
payments and other performance are to be made and rendered directly and
exclusively to Holder, and in its own name on behalf of itself and Lenders
supplement, modify, amend, renew, extend, accelerate, accept partial payments
or performance on, make allowances and adjustments and issue credits with
respect to, give approvals, waivers and consents under, release, settle,
compromise, compound, sue for, collect or otherwise liquidate, enforce or deal
with any contracts or other rights, including collection of amounts past due and
unpaid (Grantor agreeing not to take any such action after the occurrence of a
Default without prior written authorization from Holder);  (v)endorse, in the name of
Grantor, all checks, drafts and other evidences of payment relating to the
Property, and receive, open and dispose of all mail addressed to Grantor and
notify the postal authorities to change the address for delivery of such mail
to such address as Holder may designate; and  (vi)take such other action
as Holder deems appropriate to protect the security of this Deed of Trust.  (i)Other Rights and Remedies.  Holder and Lenders may exercise any and all
other rights and remedies which Holder and Lenders may have under the Loan
Documents, or at law or in equity or otherwise.  Section 5.2Proceeds of
Foreclosure.  The proceeds of any
sale held by Trustee or Holder or any receiver or public officer in foreclosure
of the liens and security interests evidenced hereby shall be applied in
accordance with the requirements of applicable laws and to the extent
consistent therewith, FIRST, to the payment of all necessary costs and
expenses incident to such foreclosure sale, including all attorneys fees and
legal expenses (including the market value of services provided by in-house
counsel), advertising costs, auctioneers fees, costs of title rundowns, lien
searches, trustees sale guaranties, foreclosure sale guaranties, litigation
guaranties and/or other title policies and endorsements, inspection fees,
appraisal costs, fees for professional services, environmental assessment and
remediation fees, all court costs and charges of every character, and the
maximum fee legally permitted, or a reasonable fee when the law provides no
maximum limit, to Trustee acting under the provisions of clause (c) of Section 5.1
hereof if foreclosed by power of sale as provided in said clause (c), and to
the payment of the other Secured Indebtedness, including specifically without
limitation the principal, accrued interest and attorneys fees due and unpaid
on the Loan and the amounts due and unpaid and owed to Holder and Lenders under
this Deed of Trust, the order and manner of application to the items in this
clause FIRST to be in Holders sole discretion; and SECOND, the
remainder, if any,  29


shall be paid to Grantor, or to Grantors
representatives, successors or assigns, or such other persons (including the
holder or beneficiary of any inferior lien) as may be entitled thereto by law;
provided, however, that if Holder is uncertain which person or persons are so
entitled, Holder, on behalf of itself and Lenders, may interplead such
remainder in any court of competent jurisdiction, and the amount of any
attorneys fees, court costs and expenses incurred in such action shall be a
part of the Secured Indebtedness and shall be reimbursable (without limitation)
from such remainder.  Section 5.3Holder or Lender
as Purchaser.  Holder and any Lender
shall have the right to become the purchaser at any sale held by Trustee or its
substitute or successor or by any receiver or public officer or at any public
sale.  Holder shall have the right to
credit upon the amount of Holders successful bid, to the extent necessary to
satisfy such bid, all or any part of the Secured Indebtedness in such manner
and order as Holder may elect.  Any
Lender shall have the right to credit upon the amount of the Lenders
successful bid, all or any part of the Secured Indebtedness payable to the
Lender in such manner and order as the Lender may elect.  Section 5.4Remedies
Cumulative.  All rights and remedies
provided for herein and in any other Loan Document are cumulative of each other
and of any and all other rights and remedies existing at law or in equity, and
Trustee, Holder and Lenders shall, in addition to the rights and remedies
provided herein or in any other Loan Document, be entitled to avail themselves
of all such other rights and remedies as may now or hereafter exist at law or
in equity for the collection of the Secured Indebtedness and the enforcement of
the covenants herein and the foreclosure of the liens and security interests
evidenced hereby, and the resort to any right or remedy provided for hereunder
or under any such other Loan Document or provided for by law or in equity shall
not prevent the concurrent or subsequent employment of any other appropriate
right or rights or remedy or remedies.  Section 5.5Discretion as to
Security.  Holder, on behalf of
itself and Lenders, 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
the Secured Indebtedness, in whole or in part, and in such portions and in such
order as may seem best to Holder in its sole and uncontrolled discretion, and
any such action shall not in anywise be considered as a waiver of any of the
rights, benefits, liens or security interests evidenced by this Deed of Trust.  Section 5.6Grantors Waiver
of Certain Rights.  To the full
extent Grantor may do so, Grantor agrees that Grantor will not at any time
insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any appraisement, valuation, stay, extension
or redemption, homestead, moratorium, reinstatement, marshaling or forbearance,
and Grantor, for Grantor, Grantors representatives, successors and assigns,
and for any and all persons ever claiming any interest in the Property, to the
extent permitted by applicable law, hereby waives and releases all rights of
redemption, valuation, appraisement, stay of execution and all rights to a
marshaling of assets of Grantor, including the Property, or to a sale in
inverse order of alienation in the event of foreclosure of the liens and/or
security interests hereby created. 
Grantor shall not have or assert any right under any statute or rule of
law pertaining to the marshaling of assets, sale in inverse order of
alienation, the exemption of homestead, the administration of estates of
decedents, or other matters whatsoever to defeat, reduce or affect the right of
Holder and Lenders under the terms of this Deed of Trust to a sale of the
Property for the  30


collection of the Secured Indebtedness
without any prior or different resort for collection, or the right of Holder
and Lenders under the terms of this Deed of Trust to the payment of the Secured
Indebtedness out of the proceeds of sale of the Property in preference to every
other claimant whatsoever.  Section 5.7Delivery of
Possession After Foreclosure.  In the
event there is a foreclosure sale hereunder and at the time of such sale,
Grantor or Grantors representatives, or successors as owners of the Property
are occupying or using the Property, or any part thereof, each and all shall
immediately become the tenant of the purchaser at such sale, which tenancy
shall be a tenancy from day to day, terminable at the will of purchaser, at a
reasonable rental per day based upon the value of the property occupied, such
rental to be due daily to the purchaser; and to the extent permitted by
applicable law, the purchaser at such sale shall, notwithstanding any language
herein apparently to the contrary, have the sole option to demand immediate
possession following the sale or to permit the occupants to remain as tenants
at will.  ARTICLE 6 Miscellaneous  Section 6.1Scope of Deed of
Trust.  This Deed of Trust is a deed
of trust with respect to that portion of the Property which is real property, a
security agreement with respect to that portion of the Property which is personal
property (it being agreed that, whenever possible, components of the Property
shall be deemed to be real property rather than personal property), an
assignment of rents and leases, a financing statement and fixture filing and a
collateral assignment.  In addition to
the foregoing, this Deed of Trust covers all proceeds.  Section 6.2Effective as a
Financing Statement and Fixture Filing. 
This Deed of Trust shall be effective as a financing statement filed as
a fixture filing with respect to all fixtures included within the Property and
is to be filed for record in the real estate records of each county where any
part of the Property (including said fixtures) is situated.  This Deed of Trust shall also be effective as
a financing statement covering as-extracted collateral (including oil and gas),
accounts and general intangibles under the California Uniform Commercial Code,
as in effect from time to time, and the Uniform Commercial Code, as in effect
from time to time, in any other state where the Property is situated which will
be financed at the wellhead or minehead of the wells or mines located on the
Property and is to be filed for record in the real estate records of each
county where any part of the Property is situated.  This Deed of Trust shall also be effective as
a financing statement covering any other Property and may be filed in any other
appropriate filing or recording office. 
The respective mailing addresses of Grantor and Administrative Agent are
set forth at the end of this Deed of Trust. 
A carbon, photographic or other reproduction of this Deed of Trust or of
any financing statement relating to this Deed of Trust shall be sufficient as a
financing statement for any of the purposes referred to in this Section 6.2.  Section 6.3Notice to Account
Debtors.  In addition to the rights
granted elsewhere in this Deed of Trust, Holder may at any time notify the
account debtors or obligors of any accounts, chattel paper, general
intangibles, negotiable instruments or other evidences of indebtedness included
in the Collateral to pay Holder directly.  31


Section 6.4             Waiver
by Holder.  Holder may at any time
and from time to time by a specific writing intended for the purpose:  (a) waive any Default without waiving
any other prior or subsequent Default; (b) waive compliance by Borrowers
or Grantor with any covenant herein made by Borrowers or Grantor to the extent
and in the manner specified in such writing; (c) consent to Borrowers or
Grantor doing any act which hereunder Borrowers or Grantor are prohibited from
doing, or to Borrowers or Grantor failing to do any act which hereunder
Borrowers or Grantor are required to do, to the extent and in the manner
specified in such writing; (d) release any part of the Property or any
interest therein from the lien and security interest of this Deed of Trust,
without the joinder of Trustee; or (e) release any party liable, either
directly or indirectly, for the Secured Indebtedness or for any covenant herein
or in any other Loan Document without impairing or releasing the liability of
any other party.  In addition to the
foregoing, Holder may remedy any Default without waiving the Default
remedied.  No such act shall in any way
affect the rights or powers of Holder, Lenders or Trustee hereunder except to
the extent specifically agreed to by Holder in such writing.  Neither failure by Holder or Lenders to
exercise, nor delay by Holder or Lenders in exercising, nor discontinuance of
the exercise of any right, power or remedy (including the right to accelerate
the maturity of the Secured Indebtedness or any part thereof) upon or after any
Default shall be construed as a waiver of such Default or as a waiver of the
right to exercise any such right, power or remedy at a later date.  No single or partial exercise by Holder or
Lenders of any right, power or remedy hereunder shall exhaust the same or shall
preclude any other or further exercise thereof, and every such right, power or
remedy hereunder may be exercised at any time and from time to time.  No waiver of any provision hereof or consent
to any departure by Borrowers or Grantor therefrom shall in any event be
effective unless the same shall be in writing and signed by Holder and then
such waiver or consent shall be effective only in the specific instance, for
the purpose for which given and to the extent therein specified.  No notice to or demand on Grantor in any case
shall of itself entitle Grantor to any other or further notice or demand in
similar or other circumstances.  Section 6.5             No
Impairment of Security.  The lien,
security interest and other security rights of Holder and Lenders hereunder or
under any other Loan Document shall not be impaired by any indulgence,
moratorium or release granted by Holder including any renewal, extension or
modification which Holder may grant with respect to any Secured Indebtedness, or
any surrender, compromise, release, renewal, extension, exchange or
substitution which Holder may grant in respect of the Property, or any part
thereof or any interest therein, or any release or indulgence granted to any
endorser, guarantor or surety of any Secured Indebtedness.  The taking of additional security by Holder
and Lenders shall not release or impair the lien, security interest or other
security rights of Holder and Lenders hereunder or affect the liability of
Borrowers or the Grantor or of any endorser, guarantor or surety, or improve
the right of any junior lienholder in the Property (without implying hereby any
consent to any junior lien by Holder or Lenders).  Section 6.6             Grantors
Successors.  If the ownership of the
Property or any part thereof becomes vested in a person other than Grantor,
Holder may, on behalf of itself and Lenders, without notice to Grantor, deal
with such successor or successors in interest with reference to this Deed of
Trust and to the Secured Indebtedness in the same manner as with Grantor,
without in any way vitiating or discharging Grantors liability hereunder or
its liability for the payment of the Secured Indebtedness or performance of the
obligations secured hereby.  No transfer
of the Property, no forbearance on the part of Holder, and no extension of the
time for the payment of the Secured Indebtedness given by Holder shall operate
to release, discharge, modify, change or  32


affect, in whole or in part, the liability of Grantor hereunder for the
payment of the Secured Indebtedness or performance of the obligations secured
hereby or the liability of any other person hereunder for the payment of the
Secured Indebtedness.  Grantor agrees
that it shall be bound by any modification of this Deed of Trust or any of the
other Loan Documents made by Holder on behalf of itself and Lenders and any
subsequent owner of the Property, with or without notice to such Grantor, and
no such modifications shall impair the obligations of such Grantor under this
Deed of Trust or any other Loan Document. 
Nothing in this Section or elsewhere in this Deed of Trust shall be
construed to imply any consent by Holder or Lenders to any transfer of the
Property.  Section 6.7             Place
of Payment; Forum.  All Secured
Indebtedness which may be owing hereunder at any time by Borrowers or Grantor
shall be payable at the place designated in the Credit Agreement (or if no such
designation is made, at the address of Holder indicated at the end of this Deed
of Trust).  Grantor hereby irrevocably
submits generally and unconditionally for itself and in respect of its property
to the non-exclusive jurisdiction of any California state court or any United
States federal court sitting in the county in which the Secured Indebtedness is
payable, and to the non-exclusive jurisdiction of any state or United States
federal court sitting in the state in which any of the Property is located,
over any suit, action or proceeding arising out of or relating to this Deed of
Trust or the Secured Indebtedness. 
Grantor hereby irrevocably waives, to the fullest extent permitted by
law, any objection that Grantor may now or hereafter have to the laying of
venue in any such court and to any claim that any such court is an inconvenient
forum.  Grantor hereby agrees and
consents that, in addition to any methods of service of process provided for
under applicable law, all service of process in any such suit, action or
proceeding in any California state court or any United States federal court
sitting in the state in which the Secured Indebtedness is payable may be made
by certified or registered mail, return receipt requested, directed to Grantor
at its address stated at the end of this Deed of Trust or at a subsequent
address of Grantor of which Holder received actual notice from Grantor in
accordance with this Deed of Trust, and service so made shall be complete five (5) days
after the same shall have been so mailed. 
Nothing herein shall affect the right of Holder to serve process in any
manner permitted by law or limit the right of Holder to bring proceedings
against Grantor in any other court or jurisdiction; provided, however, that in
the event of any inconsistency between the terms and conditions of this Section 6.7
and those of any provision in the Credit Agreement regarding reference and
arbitration, the terms and conditions of the reference and arbitration
provision of the Credit Agreement shall prevail.  Section 6.8             WAIVER OF JURY TRIAL.  WITHOUT
INTENDING IN ANY WAY TO LIMIT THE PARTIES AGREEMENT TO SUBMIT TO JUDICIAL
REFERENCE OR ARBITRATION ANY DISPUTE (AS DEFINED IN SECTION 1.2(a))
AS SET FORTH IN THE CREDIT AGREEMENT, GRANTOR, HOLDER AND LENDERS WAIVE TRIAL
BY JURY IN RESPECT OF ANY AND ALL DISPUTES AND ANY ACTION ON ANY DISPUTE.  THIS WAIVER SHALL APPLY TO THE EXTENT ANY DISPUTE
IS NOT SUBMITTED TO JUDICIAL REFERENCE OR ARBITRATION, OR IS DEEMED BY THE
ARBITRATOR, REFEREE OR ANY COURT WITH JURISDICTION TO BE NOT REQUIRED TO BE
DETERMINED BY JUDICIAL REFERENCE OR ARBITRATION, OR NOT SUSCEPTIBLE OF BEING SO
DETERMINED.  THIS WAIVER IS KNOWINGLY,
WILLINGLY AND VOLUNTARILY MADE BY GRANTOR, HOLDER AND LENDERS, AND GRANTOR,  33


HOLDER AND LENDERS HEREBY REPRESENT THAT NO
REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO
INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS
EFFECT.  THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS.  GRANTOR, HOLDER AND LENDERS ARE EACH HEREBY
AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER OF JURY TRIAL. 
GRANTOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN
THE SIGNING OF THIS DEED OF TRUST AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY
INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD
THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.  Section 6.9             Subrogation
to Existing Liens; Vendors Lien.  To
the extent that proceeds of the Loan are used to pay indebtedness secured by
any outstanding lien, security interest, charge or prior encumbrance against
the Property, such proceeds have been advanced by Holder and Lenders at
Borrowers request, and Holder and Lenders shall be subrogated to any and all
rights, security interests and liens owned by any owner or holder of such
outstanding liens, security interests, charges or encumbrances, however remote,
regardless of whether said liens, security interests, charges or encumbrances
are released, and all of the same are recognized as valid and subsisting and
are renewed and continued and merged herein to secure the Secured Indebtedness,
but the terms and provisions of this Deed of Trust shall govern and control the
manner and terms of enforcement of the liens, security interests, charges and
encumbrances to which Holder and Lenders are subrogated hereunder.  It is expressly understood that, in
consideration of the payment of such indebtedness by Holder and Lenders,
Grantor hereby waives and releases all demands and causes of action for offsets
and payments in connection with said indebtedness.  If all or any portion of the proceeds of the
Loan or of any other Secured Indebtedness has been advanced for the purpose of
paying the purchase price for all or a part of the Property, no vendors lien
is waived; and Holder shall have, and is hereby granted, for the ratable
benefit of itself and Lenders, a vendors lien on the Property as cumulative
additional security for the Secured Indebtedness.  Holder, on behalf of itself and Lenders, may
foreclose under this Deed of Trust or under the vendors lien without waiving
the other or may foreclose under both.  Section 6.10           Application
of Payments to Certain Indebtedness. 
If any part of the Secured Indebtedness cannot be lawfully secured by
this Deed of Trust or if any part of the Property cannot be lawfully subject to
the lien and security interest hereof to the full extent of such indebtedness,
then all payments made shall be applied on said indebtedness first in discharge
of that portion thereof which is not secured by this Deed of Trust.  Section 6.11           Nature
of Loan; Compliance with Usury Laws. 
The Loan is being made solely for the purpose of carrying on or
acquiring a business or commercial enterprise. 
It is the intent of Grantor, Holder and Lenders and all other parties to
the Loan Documents to conform to and contract in strict compliance with
applicable usury law from time to time in effect.  All agreements among Holder, Lenders and
Grantor (or any other party liable with respect to any indebtedness under the
Loan Documents) are hereby limited by the provisions of this Section 6.11,  34


which shall override and control all such agreements, whether now
existing or hereafter arising.  In no
event or contingency (including prepayment, default, demand for payment or
acceleration of the maturity of any obligation), shall the interest taken,
reserved, contracted for, charged, chargeable or received under this Deed of
Trust or any other Loan Document or otherwise, exceed the maximum nonusurious
amount permitted by applicable law (the Maximum Amount).  If from any possible construction of any
document, interest would otherwise be payable in excess of the Maximum Amount,
any such construction shall be subject to the provisions of this Section 6.11
and such document shall ipso facto be automatically reformed and the interest
payable shall be automatically reduced to the Maximum Amount, without the
necessity of execution of any amendment or new document.  If Holder and Lenders shall ever receive
anything of value which is characterized as interest under applicable law and
which would apart from this provision be in excess of the Maximum Amount, an
amount equal to the amount which would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on
the Secured Indebtedness in the inverse order of its maturity and not to the
payment of interest, or refunded to Grantor or the other payor thereof if and
to the extent such amount which would have been excessive exceeds such unpaid
principal.  The right to accelerate the
maturity of the Loan or any other Secured Indebtedness does not include the
right to accelerate any interest which has not otherwise accrued on the date of
such acceleration, and Holder and Lenders do not intend to charge or receive
any unearned interest in the event of acceleration.  All interest paid or agreed to be paid to
Holder and Lenders shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full stated term
(including any renewal or extension) of the Secured Indebtedness so that the
amount of interest on account of such indebtedness does not exceed the Maximum
Amount.  As used in this Section, the
term applicable law shall mean the laws of the State of California or
the federal laws of the United States applicable to this transaction, whichever
laws allow the greater interest, as such laws now exist or may be changed or
amended or come into effect in the future.  Section 6.12           Substitute
Trustee.  Trustee may resign by an
instrument in writing addressed to Holder or Trustee may be removed at any time
with or without cause by an instrument in writing executed by Holder.  In case of the resignation, removal or
disqualification of Trustee, or if for any reason Holder shall deem it
desirable to appoint a substitute or successor trustee to act instead of the
herein-named trustee or any substitute or successor trustee, then Holder shall
have the right and is hereby authorized and empowered to appoint a successor
trustee(s) or a substitute trustee(s) without any formality other
than appointment and designation in writing executed by Holder and the
authority hereby conferred shall extend to the appointment of other successor
and substitute trustees successively until the Secured Indebtedness has been
paid in full or until the Property is fully and finally sold hereunder.  If Holder is a corporation or association and
such appointment is executed on its behalf by an officer of such corporation or
association, such appointment shall be conclusively presumed to be executed
with authority and shall be valid and sufficient without proof of any action by
the board of directors or any superior officer of the corporation or
association.  Upon the making of any such
appointment and designation, all of the estate and title of Trustee in the
Property shall vest in the named successor or substitute Trustee(s) and it
shall thereupon succeed to, and shall hold, possess and execute, all of the
rights, powers, privileges, immunities and duties herein conferred upon
Trustee.  35


Section 6.13           No
Liability of Trustee.  Trustee shall
not be liable for any error of judgment or act done by Trustee in good faith,
or be otherwise responsible or accountable under any circumstances whatsoever
(including Trustees negligence), except for Trustees gross negligence or
willful misconduct.  Trustee shall have
the right to rely on any instrument, document or signature authorizing or
supporting any action taken or proposed to be taken by it hereunder, believed
by it in good faith to be genuine.  All
moneys received by Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be
segregated in any manner from any other moneys (except to the extent required
by law), and Trustee shall be under no liability for interest on any moneys
received by it hereunder.  Grantor hereby
ratifies and confirms any and all acts which the herein-named Trustee or its
successor or successors, substitute or substitutes, in this trust, shall do
lawfully by virtue hereof.  Grantor will
reimburse Trustee for, and save Trustee harmless against, any and all liability
and expenses which may be incurred by Trustee in the performance of its
duties.  The foregoing indemnity shall
not terminate upon discharge of the Secured Indebtedness or foreclosure,
release or other termination of this Deed of Trust.  Section 6.14           Reconveyances.  (a)           Reconveyance
from Deed of Trust.  If all of the
Secured Indebtedness shall have been paid in full, and all of the covenants,
warranties, undertakings and agreements made in this Deed of Trust shall have
been kept and performed, and all obligations, if any, of Holder and Lenders for
further advances shall have been terminated, then, and in that event only, all
rights under this Deed of Trust shall terminate (except to the extent expressly
provided herein with respect to indemnifications, representations and
warranties and other rights which are to continue following the reconveyance
hereof) and the Property shall become wholly clear of the liens, security
interests, conveyances and assignments evidenced hereby, and the Property shall
be reconveyed by Holder in due form at Grantors cost.  Without limitation, all provisions herein for
indemnity of Holder, Lenders and/or Trustee shall survive discharge of the
Secured Indebtedness and any foreclosure, reconveyance or termination of this
Deed of Trust.  (b)           Partial
Reconveyance; No Reconveyance in Default. 
Holder may, regardless of consideration, cause the reconveyance of any
part of the Property from the lien of this Deed of Trust without in any manner
affecting or impairing the lien or priority of this Deed of Trust as to the
remainder of the Property.  No partial
reconveyance shall be sought, requested or required if any Default has occurred
which has not been cured.  (c)           Reconveyance
Fee.  Grantor agrees to pay fees in
the maximum amounts legally permitted, or reasonable fees when the law provides
no maximum limit, for Trustees rendering of services in connection with each
partial or complete reconveyance of the Property from the lien of this Deed of
Trust.  Section 6.15           Notices.  All notices, requests, consents, demands and
other communications required or which any party desires to give hereunder or
under any other Loan Document shall be in writing and, unless otherwise
specifically provided in such other Loan Document, shall be deemed sufficiently
given or furnished if delivered by personal delivery, by nationally recognized
overnight courier service, or by registered or certified United States mail,
postage prepaid, addressed to the party to whom directed at the addresses
specified at the end of  36


this Deed of Trust (unless changed by similar notice in writing given
by the particular party whose address is to be changed) or by facsimile.  Any such notice or communication shall be
deemed to have been given either at the time of personal delivery or, in the
case of courier or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or, in the case of facsimile, upon
receipt; provided, that service of a notice required by the California Civil
Code shall be considered complete when the requirements of that statute are
met.  Notwithstanding the foregoing, no
notice of change of address shall be effective except upon receipt.  Any party whose address is set forth at the
end of this Deed of Trust hereby requests that a copy of notice of default and
notice of sale be mailed to it at that address. 
If any Grantor fails to insert an address, that failure shall constitute
a designation of such Grantors last known address as the address for such
notice.  This Section shall not be
construed in any way to affect or impair any waiver of notice or demand
provided in any Loan Document or to require giving of notice or demand to or
upon any person in any situation or for any reason.  Section 6.16           Invalidity
of Certain Provisions.  A
determination that any provision of this Deed of Trust is unenforceable or
invalid shall not affect the enforceability or validity of any other
provisions, and the determination that the application of any provision of this
Deed of Trust to any person or circumstance is illegal or unenforceable shall
not affect the enforceability or validity of such provision as it may apply to
other persons or circumstances.  Section 6.17           Interpretation.  References to Articles, Sections and Exhibit(s) are,
unless specified otherwise, references to articles, sections and exhibit(s) of
this Deed of Trust.  Words of any gender
shall include each other gender.  Words
in the singular shall include the plural and words in the plural shall include
the singular.  The words herein,
hereof, hereunder and other similar compounds of the word here
shall refer to this entire Deed of Trust and not to any particular Article,
Section, paragraph or provision.  The
words include and including shall be interpreted as if
followed by the words without limitation.  Captions and headings in this Deed of Trust
are for convenience only and shall not affect the construction of this Deed of
Trust.  The term person and
words importing persons as used in this Deed of Trust shall include firms,
associations, partnerships (including limited partnerships and limited
liability partnerships), joint ventures, trusts, corporations, limited
liability companies and other legal entities, including public or governmental
bodies, agencies or instrumentalities, as well as natural persons.  Section 6.18           Binding
Effect; Grantor.  The terms,
provisions, covenants and conditions hereof shall be binding upon Borrowers and
Grantor and the representatives, successors and assigns of Borrowers and
Grantor; provided, however, that Grantor may not assign this Deed of Trust, or
assign or delegate any of its rights or obligations under this Deed of Trust,
without the prior written consent of each Lender in each instance (and any
attempted assignment or delegation by Grantor without such consent shall be
null and void).  If any Grantor or any
signatory who signs on behalf of any Grantor is a corporation, partnership or
other legal entity, Grantor and any such signatory, and the person or persons
signing for it, represent and warrant to Holder and Lenders that this
instrument is executed, acknowledged and delivered by Grantors duly authorized
representatives.  Section 6.19           Trustee,
Holder and Lender Assigns; Covenants Running with the Land.  The terms, provisions, covenants and
conditions hereof shall inure to the benefit of Trustee, Holder, any Lender and
any of their successors and assigns and shall constitute covenants  37


running with the Land.  Holder
and any Lender may, from time to time, sell, transfer or assign all or a
portion of its respective interest in the Secured Indebtedness and the Loan
Documents, on and subject to the terms and conditions of the Credit
Agreement.  In the event of any such
sale, transfer or assignment, the corresponding whole or part of the rights and
benefits under this Deed of Trust and the corresponding interest herein may be
transferred with such Secured Indebtedness. 
Except as provided in the Credit Agreement, Borrowers and Grantor waive
notice of any sale, transfer or assignment of the Secured Indebtedness or any
part thereof or any interest therein. 
Borrowers and Grantor agree that failure by Holder, Lenders or any other
party to give notice of any such sale, transfer or assignment will not affect
the liability of Borrowers and Grantor hereunder.  Section 6.20           Execution;
Recording.  This Deed of Trust may be
executed in several counterparts, all of which counterparts together shall
constitute one and the same instrument. 
The date or dates reflected in the acknowledgments hereto indicate the
date or dates of actual execution of this Deed of Trust, but such execution is
as of the date shown on the first page hereof, and for purposes of
identification and reference the date of this Deed of Trust shall be deemed to
be the date reflected on the first page hereof.  Grantor will cause this Deed of Trust and all
amendments and supplements thereto and substitutions therefor and all financing
statements and continuation statements relating thereto to be recorded, filed,
re-recorded and refiled in such manner and in such places as Trustee or Holder
shall reasonably request and will pay all such recording, filing, re-recording
and refiling taxes, fees and other charges.  Section 6.21           Modification
or Termination.  The Loan Documents
may be modified or terminated only by a written instrument or instruments
intended for that purpose and executed by the party against which enforcement
of the modification or termination is asserted. 
Any alleged modification or termination which is not so documented shall
not be effective as to any party.  Section 6.22           No
Partnership, Etc.  The relationship
between Grantor on the one hand and Holder and Lenders on the other is solely
that of grantor and lender.  Holder and
Lenders have no fiduciary or other special relationship with Grantor.  Nothing contained in the Loan Documents is
intended to create any partnership, joint venture, association or special
relationship between Grantor and Holder and Lenders or in any way to make
Holder or any Lender a co-principal with Grantor with reference to the
Property. All agreed contractual duties between or among Holder, Lenders,
Grantor and Trustee are set forth herein and in the other Loan Documents, and
any additional implied covenants or duties are hereby disclaimed.  Any inferences to the contrary of any of the
foregoing are hereby expressly negated.  Section 6.23           Applicable
Law.  THIS DEED OF TRUST, AND ITS
VALIDITY, ENFORCEMENT AND INTERPRETATION SHALL BE GOVERNED BY AND CONSTRUED,
INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND PURSUANT TO THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND
APPLICABLE UNITED STATES FEDERAL LAW, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY
PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS
OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK ARE GOVERNED BY THE LAWS
OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT WITH RESPECT TO THE
CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE  38


LIENS OR INTERESTS OF THIS DEED OF TRUST, THE LAWS OF CALIFORNIA SHALL
APPLY.  Section 6.24           Entire
Agreement.  The Loan Documents
constitute the entire understanding and agreement among Borrowers, Grantor,
Holder and Lenders with respect to the transactions arising hereunder in
connection with the Secured Indebtedness and supersede all prior written or
oral understandings and agreements among Grantor, Holder and Lenders with
respect to the matters addressed in the Loan Documents.  Borrowers and Grantor hereby acknowledge
that, except as incorporated in writing in the Loan Documents, there are not
and were not, and no persons are or were authorized by Holder or Lenders to
make, any representations, understandings, stipulations, agreements or promises,
oral or written, with respect to the matters addressed in the Loan Documents.  39


IN WITNESS WHEREOF, Borrowers and Grantor have
executed this instrument as of the date first written on page 1 hereof.  The address of Grantor is:
  GRANTOR:400 Corporate Point,
  Suite 525
  ALTA LOS ANGELES
  HOSPITALS,Culver City, California
  90230
  INC.By:Name:Title:The address of Borrower
  is:
  BORROWER:400 Corporate Point,
  Suite 525
  PROSPECT MEDICAL HOLDINGS,Culver City, California
  90230
  INC.By:Name:Title:The address of Borrower
  is:
  BORROWER:400 Corporate Point,
  Suite 525
  PROSPECT MEDICAL GROUP,
  INC.Culver City, California
  90230By:Name:Title:   The address of Administrative Agent/Holder is:  Bank of America, N.A. 800 Fifth Avenue, 32nd Floor Mail Code WA1-501-32-37 Seattle, Washington 98104   The address of Trustee is:  PRLAP, Inc. P.O. Box 2240 Brea, California 
92822


STATE OF CALIFORNIA  COUNTY OF  On
                                              ,
before me,
                                                ,
a notary public, personally appeared
                                              ,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.  WITNESS my hand and official seal.   Notary
Public  [Notarial Seal]  My commission expires:   STATE OF CALIFORNIA  COUNTY OF  On
                                              ,
before me,
                                                ,
a notary public, personally appeared
                                              ,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.  WITNESS my hand and official seal.   Notary
Public  [Notarial Seal]  My commission expires:


STATE OF CALIFORNIA  COUNTY OF  On
                                              ,
before me,
                                                ,
a notary public, personally appeared                                               ,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.  WITNESS my hand and official seal.   Notary
Public  [Notarial Seal]  My commission expires:


EXHIBIT A  LAND  All that parcel or parcels of real property located
in the City of Norwalk, County of Los Angeles, State of California, and more
particularly described as follows:  The West 320 feet of that
portion of the Northwest Quarter of Section 17, Township 3 South, Range 11
West, in the Rancho Los Coyotes, in the City of Norwalk, County of Los Angeles,
State of California, as shown upon a map recorded in Book 41819 Pages 141,
et seq., Official records, in the office of the county recorder of said county,
described as follows:  Beginning at a point in the
center line of Bloomfield Avenue, formerly Anaheim Street, 60 feet wide, as
described in the deed to said county recorder on August 23, 1916 in Book
6283 Page 341 of Deeds, that is distant along said center line, North 0o
24 30 West 287.60 feet from the Easterly prolongation of the center line of
Goller Avenue, as shown on the map of Tract No. 15205, as per map recorded
in Book 354, Pages 11, et seq., of Maps, in the office of the county
recorder of said county; thence North 89o 37 45 East 30 feet to the true
point of beginning in the East line of said avenue; thence North 89o 37 45
East 630.61 feet; thence North 0o 37 15 West 272.60 feet to the South line of
the land described in the Decree of Condemnation by the State of California, a
certified copy of said decree being recorded December 28, 1950 in Book
35179 Page 201, Official Records; thence along said county line South 89o
37 45 West 629.60 feet to the said East line of Bloomfield Avenue; thence
South 0o 24 30 East 272.60 feet to the true point of beginning.  Except any portion of said
land included within a strip of land, 60 feet wide, the center line of said 60
foot strip of land being the West line of Section 17, Township 3 South,
Range 11 West, in the Rancho Los Coyotes, as shown on map made by Charles T.
Healey upon survey by him about 1870 for the Stearns Ranchos Company, as
reserved for roads, railroads, and ditches in deeds from Alfred Robinson,
Trustee or Stearns Ranchos Company, all said reservation, not theretofore
release or conveyed, were quitclaimed to the County of Los Angeles, by the
Stearns Ranchos Company, by deed dated May 17, 1918 and recorded on June 10,
1918 in Book 6678 Page 217 of Deeds.  A-1