Exhibit 10.47  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]  SECOND 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:  4059, 4081 and 4125 E.
Olympic Boulevard, Los Angeles, California  This SECOND 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 ofBANK 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 Second 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 (Second 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.  [Alta
Los Angeles Hospital  Second Lien]


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 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 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 1.1             Secured 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 FIFTY
MILLION AND NO/100 DOLLARS ($50,000,000.00) at any one time.  Section 1.2             Selected 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 second 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
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 Second 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.  Intercreditor
Agreement:  That certain
Intercreditor Agreement, of even date herewith, among Bank of America, N.A., as
first lien administrative agent, Bank of America, N.A., as second lien
administrative agent, Borrowers and such other parties as may be added thereto
from time to time in accordance with the terms thereof and as such
Intercreditor Agreement may be amended or otherwise modified from time to time
in accordance with the terms thereof.  3


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 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 first 
priority liens and security interests evidenced by that certain First
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 First 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.  4


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 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.  5


(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 Commercial Code
differently than in another Division of the California Uniform Commercial Code,
the term has the meaning specified in Division 9.  Section 1.3             Granting 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  6


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 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  7


(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.  Section 1.4             Security 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 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 1.5             Intercreditor 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.  Section 1.6             Subordination.  The liens and security interests created by
this Deed of Trust shall be, until the Discharge of the First Lien Obligations
(as defined in the Intercreditor Agreement), a second priority lien (subject to
permitted encumbrances and other permitted liens), subordinate in all respects
(including the exercise of remedies with respect to the Collateral) to the
prior lien of the applicable First Lien Loan Documents (as defined in the
Intercreditor Agreement) on and subject to the terms and conditions set forth
in the Intercreditor Agreement.  ARTICLE 2 Representations, Warranties and Covenants  Section 2.1             Grantor 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  8


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 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  9


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.  (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.  10


(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 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  11


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.  (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:  12


(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;  (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.  13


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. 
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  14


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 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,  15


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.  (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.  16


(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 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  17


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.  (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.  18


Section 2.2             Performance 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 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 2.3             Absence 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 2.4             Authorization 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  19


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
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 3.1             Assignment.  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  20


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 3.2             Covenants, Representations and
Warranties Concerning Leases and Rents.  Grantor
covenants, represents and warrants that:  (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;  21


(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 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 3.3             No 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 3.4             Rights 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  22


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.  ARTICLE 4 Default  Section 4.1             Events 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
Second 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, as grantor thereunder, encumbering properties located at 13222
Bloomfield Avenue;  ·That certain
Second 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
Second 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
14407 & 14433 Emelita Street and 5835 Sylmar Avenue;   (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  23


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 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  24


access
or utility service to the Improvements or which would cause the Premises to
fail to comply with any Legal Requirement.  Section 4.2             Notice 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 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 5.1             Certain 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  25


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.  (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  26


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 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  27


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 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:  28


(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 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 5.2             Proceeds 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  29


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, 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 5.3             Holder 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 5.4             Remedies 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 5.5             Discretion 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 5.6             Grantor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,  30


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 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 5.7             Delivery 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 6.1             Scope 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 6.2             Effective 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  31


Trust
shall be sufficient as a financing statement for any of the purposes referred
to in this Section 6.2.  Section 6.3             Notice 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.  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).  32


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 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  33


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,
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  34


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,
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  35


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.  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  36


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 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  37


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 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.  38


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 LIEN OR INTEREST 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
  Culver City, California  90230
  ALTA LOS ANGELES HOSPITALS,
  INC.By:Name:Title:The address of Borrower is:
  BORROWER:400 Corporate Point, Suite 525
  Culver City, California  90230
  PROSPECT MEDICAL HOLDINGS,
  INC.By:Name:Title:  The address of Borrower is:
  BORROWER:400 Corporate Point, Suite 525
  Culver City, California  90230
  PROSPECT MEDICAL GROUP, INC.By: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  [Alta
Los Angeles Hospital  Second Lien]


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:  [Alta
Los Angeles Hospital  Second Lien]


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:  [Alta
Los Angeles Hospital  Second Lien]


EXHIBIT A  LAND  All that parcel or parcels of real property
located in the City of Los Angeles, County of Los Angeles, State of California,
and more particularly described as follows:  PARCEL 1:  LOT 5 IN BLOCK 1 OF TRACT
NO. 4510, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 49 PAGES 27 AND 28 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.  PARCEL 2:  THE NORTHERLY 5.00 FEET OF
LOTS 8 AND 9, TOGETHER WITH ALL LOTS 6, 7, 10, 11, 12, 13, 14 AND 15 IN BLOCK 1
OF TRACT NO. 4510, AS PER MAP RECORDED IN BOOK 49 PAGES 27 AND 28 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION
OF SAID LOTS 6, 7 AND 8, INCLUDED WITHIN THE WESTERLY 50.89 FEET OF SAID LOTS
6, 7 AND 8.  PARCEL 3:  AN EASEMENT FOR INGRESS AND
EGRESS OVER THE EASTERLY 9.28 FEET OF THE WESTERLY 50.98 FEET OF LOTS 6, 7 AND
8, EXCEPT FROM LOTS 8, THE SOUTHERLY 45 FEET IN BLOCK 1 OF TRACT NO. 4510, AS
PER MAP RECORDED IN BOOK 49 PAGES 27 AND 28 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.  PARCEL 4:  LOTS 6 AND 7 AND THE
NORTHERLY 5 FEET OF LOT 8 IN BLOCK 1 OF TRACT NO. 4510, AS PER MAP RECORDED IN
BOOK 49 PAGES 27 AND 28 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LAND LYING EASTERLY OF THE
WESTERLY LINE AND ITS SOUTHERLY PROLONGATION OF THE LAND DESCRIBED IN DEED TO
THE COMMUNITY HOSPITAL OF LOS ANGELES, RECORDED ON DECEMBER 16, 1960 AS
INSTRUMENT NO. 3400 IN BOOK D-1067 PAGE 779, OFFICIAL RECORDS.  PARCEL 5:  LOT 4 IN BLOCK 2 OF TRACT
NO. 4510, AS PER MAP RECORDED IN BOOK 49 PAGES 27 AND 28 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.  PARCEL 6:  THE NORTHERLY 5.00 FEET OF
LOTS 9 AND 10, TOGETHER WITH ALL OF LOTS 7, 8, 11 AND 12 IN BLOCK 2 OF TRACT
NO. 4510, AS PER MAP RECORDED IN BOOK 49 PAGES 27 AND 28 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM LOTS 7, 8, 11 AND 12 ALL
GAS, OIL, HYDROCARBONS AND ALL MINERALS LYING, ON OR UNDER SAID LAND.  A-1