Exhibit 10.50  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-C2110057  Street Address of
Property:  14407 & 14433
Emelita Street (Sylmar Area), Los Angeles, California, 91401 and 5835 Sylmar
Avenue (Sylmar Area), Los Angeles, California 
91401  ThisSECOND 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 HOLLYWOOD HOSPITALS, INC., a California corporation
(the Grantor), as trustor, in favor of PRLAP, INC.,
as trustee (Trustee), for the benefit of BANK OF
AMERICA, N.A., a national banking association, as beneficiary in its
capacity as administrative agent (Administrative Agent) for the
lenders (each, a Lender and collectively, Lenders) from time
to time party to that certain 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.  [Van Nuys
Psychiatric 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 1Definitions; Granting Clauses; Secured Indebtedness  Section 1.1Secured Indebtedness.  This Deed of Trust is made to secure the
obligations of Grantor under the Loan Documents and all other matters and
indebtedness defined below as Secured Indebtedness.  This Deed of Trust shall secure a maximum
principal amount of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) at any
one time.  Section 1.2Selected Definitions.  (a)Defined terms used herein, as indicated by the
initial capitalization thereof, shall have the meanings ascribed to such terms
in the Credit Agreement or other applicable Loan Document, unless otherwise
provided herein.  Each of the following
terms shall have the meaning assigned to it, such definitions to be applicable
equally to the singular and the plural forms of such terms and to all genders:  Administrative Agent:  Bank of America, N.A, in its capacity as 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 Hollywood 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 1.3Granting Clause.  For good and valuable consideration, the
receipt and sufficiency of which are acknowledged by Grantor, to secure the
obligations of Borrowers under the Loan Documents and all other matters and
indebtedness constituting the Secured Indebtedness, Grantor hereby GRANTS,
TRANSFERS and ASSIGNS to Trustee, in trust for the benefit of Administrative
Agent for the ratable benefit of Lenders, with power of sale and right of entry
and possession, all estate, right, title and interest which Grantor now has or
may hereafter acquire in and to the following Premises, Accessories (each as
hereafter defined) and other rights, interests and properties, and all rights, estates,
powers and privileges appurtenant thereto (collectively, the Property):  (a)The real property described in Exhibit A,
which is attached hereto and incorporated herein by reference (the Land),
together with:  (i) any and all
buildings, structures, improvements, alterations or appurtenances now or
hereafter situated or to be situated on the Land (collectively, the Improvements);
and (ii) all right, title and interest of Grantor, now owned or hereafter
acquired, in and to (A) all streets, roads, alleys, easements,
rights-of-way, licenses, rights of ingress and egress, vehicle parking rights
and public places, existing or proposed, abutting, adjacent, used in connection
with or pertaining to the Land or the Improvements; (B) any strips or
gores between the Land and abutting or adjacent properties; (C) all
options to purchase the Land or the Improvements or any portion thereof or
interest therein, and any greater estate in the Land or the Improvements; (D) all
water, water rights (whether riparian, appropriative or otherwise, and whether
or not appurtenant) and water stock, timber, crops and mineral interests on or
pertaining to the Land; and (E) all development rights and credits and air
rights (the Land, Improvements and other rights, titles and interests referred
to in this clause (a) being herein sometimes collectively called the Premises);  (b)All fixtures, equipment, systems, machinery,
furniture, furnishings, appliances, inventory, goods, building and construction
materials, supplies, and other articles of personal property, of every kind and
character, tangible and intangible (including software embedded therein), now
owned or hereafter acquired by Grantor, which are now or hereafter attached to
or situated in, on or about the Land or the Improvements, or used in or
necessary to the complete and proper planning, development, use, occupancy or
operation thereof, or acquired (whether delivered to the Land or stored
elsewhere) for use or installation in or on the Land or the Improvements, and all
renewals and replacements of, substitutions for and additions to the foregoing
(the properties referred to in this clause (b) being herein sometimes
collectively called the Accessories, all of which are hereby declared
to be permanent accessions to the Land);  (c)All (i) plans and specifications for the
Improvements, (ii) Grantors rights, but not liability for any breach by
Grantor, under all commitments (including any commitments for financing to pay
any of the Secured Indebtedness), insurance policies (or additional or
supplemental coverage related thereto, including from an insurance provider
meeting the  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 1.4Security Interest.  To secure the obligations of Borrowers, its
Subsidiaries and Affiliates under the Loan Documents and all other matters and
indebtedness constituting the Secured Indebtedness, Grantor hereby grants to
Administrative Agent for the ratable benefit of Lenders a security interest in
all of the Collateral, including all proceeds and products thereof and all
supporting obligations ancillary thereto or arising in any way in connection
therewith.  In addition to its rights
hereunder or otherwise, Administrative Agent, on behalf of itself and Lenders,
and any Holder shall have all of the rights of a secured party under the
California Uniform Commercial Code, as in effect from time to time, or under
the Uniform Commercial Code in force from time to time in any other state to
the extent the same is applicable law.  Section 1.5Intercreditor Agreement.  Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Trustee, in trust for
the benefit of the Administrative Agent for the ratable benefits of the Lenders
pursuant to this Deed of Trust and the exercise of any right or remedy by the
Trustee hereunder are subject to the provisions of the Intercreditor
Agreement.  In the event of any conflict
between the terms of the Intercreditor Agreement and this Deed of Trust, the
terms of the Intercreditor Agreement shall govern.  Section 1.6Subordination.  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 2Representations,
Warranties and Covenants  Section 2.1Grantor represents, warrants and covenants as
follows:  (a)Payment and Performance.  Grantor will timely and properly perform and
comply with all of the covenants, agreements and conditions imposed upon it by
this Deed of Trust and will not permit a Default to occur hereunder or
thereunder.  Time shall be of the essence
in this Deed of Trust.  (b)Title and Permitted Encumbrances.  Grantor has in Grantors own right, and
Grantor covenants to maintain lawful, good and marketable title to the
Property, is lawfully seized and possessed of the Property and every part
thereof, and has the right to convey the same, free and clear of all liens, charges,
claims, security interests, and encumbrances except for the Permitted
Encumbrances.  Grantor will warrant
generally and forever defend title to the Property, subject as aforesaid to the
Permitted Encumbrances, to Trustee and its successors or substitutes and
assigns, against the claims and demands of all persons claiming or to claim the
same or any part thereof.  Grantor will
punctually pay, perform, observe and keep all covenants, obligations and
conditions in or pursuant to any Permitted Encumbrance and will not modify or  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 2.2Performance by Holder on Grantors Behalf.  Grantor agrees that if Grantor fails to
perform any act or to take any action which under any Loan Document Grantor is
required to perform or take, or to pay any money which under any Loan Document
Grantor is required to pay, and whether or not the failure then constitutes a
Default, and whether or not there has occurred any Default or the Secured
Indebtedness has been accelerated, Holder, in Grantors name or its own name on
behalf of itself and Lenders, may, but shall not be obligated to, perform or
cause to be performed such act or take such action or pay such money, and any
expenses so incurred by Holder or Lenders and any money so paid by Holder or
Lenders shall be a demand obligation owing by Grantor to Holder for its own
account or the account of Lenders, as applicable (which obligation Grantor
hereby promises to pay), shall be a part of the Secured Indebtedness, and
Holder and/or Lenders, upon making such payment, shall be subrogated to all of
the rights of the person, entity or body politic receiving such payment.  Holder and its designees shall have the right
to enter upon the Property at any time and from time to time for any such
purposes.  No such payment or performance
by Holder or Lenders shall waive or cure any Default or waive any right, remedy
or recourse of Holder or Lenders.  Any
such payment may be made by Holder or Lenders in reliance on any statement,
invoice or claim without inquiry into the validity or accuracy thereof.  Each amount due and owing by Grantor to
Holder or Lenders pursuant to this Deed of Trust shall bear interest, from the
date such amount becomes due until paid, at the rate per annum provided in the
Credit Agreement for interest on past-due principal owed on the Loan but never
in excess of the maximum nonusurious amount permitted by applicable law, which
interest shall be payable to Holder on demand for its own account or the
account of Lenders, as applicable; and all such amounts, together with such
interest thereon, shall automatically and without notice be a part of the
Secured Indebtedness.  The amount and
nature of any expense by Holder or Lenders hereunder and the time when paid
shall be fully established by the certificate of Holder or any of Holders
officers or agents.  Section 2.3Absence of Obligations of Holder and Lenders
with Respect to Property. 
Notwithstanding anything in this Deed of Trust to the contrary,
including the definition of Property and/or the provisions of Article 3
hereof, (i) to the extent permitted by applicable law, the Property is
composed of Grantors rights, title and interests therein but not Grantors
obligations, duties or liabilities pertaining thereto, (ii) Holder and
Lenders neither assume nor shall have any obligations, duties or liabilities in
connection with any portion of the items described in the definition of Property
herein, either prior to or after obtaining title to such Property, whether by
foreclosure sale, the granting of a deed in lieu of foreclosure or otherwise,
and (iii) Holder may, at any time prior to or after the acquisition of
title to any portion of the Property as above described, advise any party in
writing as to the extent of Holders and Lenders interest therein and/or
expressly disaffirm in writing any rights, interests, obligations, duties
and/or liabilities with respect to such Property or matters related
thereto.  Without limiting the generality
of the foregoing, it is understood and agreed that neither Holder nor Lenders
shall have any obligations, duties or liabilities prior to or after acquisition
of title to any portion of the Property, as lessee under any lease or purchaser
or seller under any contract or option unless Holder elects otherwise by
written notification.  Section 2.4Authorization to File Financing Statements;
Power of Attorney.  Grantor
hereby authorizes Holder at any time and from time to time to file any initial
financing statements, amendments thereto and continuation statements as
authorized by applicable law, required by Holder to establish or maintain the
validity, perfection and priority of the security  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 3Assignment of Rents and Leases  Section 3.1Assignment.To secure the obligations of Borrowers under
the Loan Documents and all matters and indebtedness constituting the Secured
Indebtedness, Grantor hereby assigns to Administrative Agent for the ratable
benefit of itself and Lenders all Rents and all of Grantors rights in and
under all Leases.  Upon the occurrence
and during the continuation of any Default, Administrative Agent and any other
Holder shall have the right, power and authority to collect any and all Rents
on behalf of itself and Lenders.  While
any Default is continuing, all Rents shall be paid directly to Holder and not
through Grantor, all without the necessity of any further action by Holder,
including any action to obtain possession of the Land, Improvements or any
other portion of the Property or any action for the appointment of a
receiver.  Grantor hereby authorizes and
directs the tenants under the Leases to pay Rents to Holder upon written demand
by Holder, without further consent of Grantor, without any obligation of such
tenants to determine whether a Default has in fact occurred and regardless of
whether Holder has taken possession of any portion of the Property, and the
tenants may rely upon any written statement delivered by Holder to the
tenants.  Any such payments to Holder
shall constitute payments to Grantor under the Leases, and Grantor hereby
irrevocably appoints Holder as its attorney-in-fact, which power of attorney is
with full power of substitution and coupled with an interest, to do all things
during the continuance of a Default, which Grantor might otherwise do with
respect to the Property and the Leases thereon, including:  (a) demanding, receiving and enforcing
payment of any and all Rents; (b) giving receipts, releases and
satisfactions for any and all Rents; (c) suing either in the name of
Grantor or in Holders own name on behalf of itself and Lenders for any and all
Rents; (d) applying the net proceeds of any and all Rents collected by
Holder, after deducting all expenses of collection, including attorneys fees
and expenses, to the Secured Indebtedness in such order and manner as Holder
may elect and/or to the operation and management of the Property, including the
payment of management, brokerage and attorneys fees and expenses (including
reasonable reserves for anticipated expenses), or at the option of Holder,
holding the same as security for the payment of the Secured Indebtedness; (e) leasing,
in the name of Grantor, the whole or any part of the Property which may become
vacant; (f) employing agents for such leasing and paying such agents
reasonable compensation for their services; and (g) requiring Grantor to
deliver to Holder all security deposits and executed originals of all Leases
and copies of all records relating thereto. 
Holder may take any or all of the foregoing actions with or without
taking possession of any  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 3.2Covenants, 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 3.3No Liability of Holder or Lenders.  Holder and Lenders neither have nor assume
any obligations as lessor or landlord with respect to any Lease.  Administrative Agents acceptance of this
assignment on behalf of itself and Lenders shall not be deemed to constitute
any Holder or any Lender a mortgagee in possession, nor shall such acceptance
obligate Holder or any Lender to appear in or defend any proceeding relating to
any Lease or to the Property, or to take any action hereunder, expend any
money, incur any expenses, perform any obligation or liability under any Lease,
or assume any obligation for any deposit delivered to Grantor by any tenant and
not as such delivered to and accepted by Holder.  Neither Holder nor Lenders shall be liable
for any injury or damage to person or property in or about the Property, or for
Holders failure to collect or to exercise diligence in collecting Rents, but
Holder and Lenders shall be accountable only for Rents that they shall actually
receive.  Neither the assignment of
Leases and Rents, nor enforcement of the rights of Holder and Lenders regarding
Leases and Rents (including collection of Rents), nor possession of the
Property by Holder or Lenders, nor Holders consent to or approval of any Lease
(nor all of the same), shall render Holder or any Lender liable on any
obligation under or with respect to any Lease or constitute affirmation of, or
any subordination to, any Lease, occupancy, use or option.  Section 3.4Rights Cumulative.  The powers and rights of Holder and Lenders
under this Article 3 shall be cumulative of all other powers and
rights of Holder and Lenders under the Loan Documents or otherwise.  Such powers and rights granted in this Article 3
shall be in addition to the other remedies provided for in this Deed of Trust
upon the occurrence of a Default and may be exercised independently of or
concurrently with any of said remedies. 
If  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 4Default  Section 4.1Events of Default.  The occurrence of any one of the following
shall be a default under this Deed of Trust (Default):  (a)Nonperformance of Covenants.  Any covenant, agreement or condition of this
Deed of Trust (other than covenants otherwise addressed in another clause of
this Section 4.1) is not fully and timely performed, observed or
kept, and such failure is not cured within the applicable notice and cure
period (if any) provided for herein.  (b)Default under other Loan Documents / Cross-Default.  A Default occurs under any other Loan
Document, specifically including any default pursuant to any of the following
deeds of trust granted to Trustee, in favor of the Administrative Agent, for
its own benefit and for the benefit of any other Lender(s):  ·That certain 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 Los Angeles Hospitals, Inc., 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 Los Angeles Hospitals, Inc., as
grantor thereunder, encumbering properties located at 4081, 4059 and 4125 East
Olympic Boulevard;  (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 4.2Notice and Cure.  If any provision of this Deed of Trust or any
other Loan Document provides for Holder to give to Grantor any notice regarding
a default or incipient default, then if Holder shall fail to give such notice
to Grantor as provided, the sole and exclusive remedy of Grantor for such
failure shall be to seek appropriate equitable relief to enforce the 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 5Remedies  Section 5.1Certain Remedies.  If a Default shall occur, Holder may (but
shall have no obligation to) exercise any one or more of the following
remedies, without notice (unless notice is required by applicable statute):  (a)Acceleration.  Holder may at any time and from time to time
declare any or all of the Secured Indebtedness immediately due and payable and
such Secured Indebtedness shall thereupon be immediately due and payable,
without presentment, demand, protest, notice of protest, notice of acceleration
or of intention to accelerate or any other notice or declaration of any kind,
all of which are hereby expressly waived by Borrowers, which waiver is hereby
acknowledged by Grantor.  (b)Enforcement of Assignment of Rents.  Holder may take any of the actions described
in Article 3 with or without taking possession of any portion of
the Property or taking any action with respect to such possession.  (c)Trustees Sale.  (i)Holder may execute and deliver to Trustee written
declaration of default and demand for sale and written notice of default and of
election to cause all or any part of the Property to be sold, which notice
Trustee shall cause to be filed for record; and after the lapse of such time as
may then be required by law following the recordation of such notice of
default, and notice of sale having been given as then required by law, Trustee,
without demand on Borrowers or Grantor, shall sell such Property at the time
and place fixed by Trustee in such notice of sale, either as a whole or in
separate parcels and in such order as Holder may direct (Borrowers and Grantor
each waiving any right to direct the order of sale), at public auction to the
highest bidder for cash in lawful money of the United States (or cash
equivalents acceptable to Trustee to the extent permitted by applicable law),
payable at the time of sale.  Trustee may
postpone the sale of all or any part of the Property by public announcement at
the time fixed by the preceding  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 5.2Proceeds of Foreclosure.  The proceeds of any sale held by Trustee or
Holder or any receiver or public officer in foreclosure of the liens and
security interests evidenced hereby shall be applied in accordance with the
requirements of applicable laws and to the extent consistent therewith, FIRST,
to the payment of all necessary costs and expenses incident to such foreclosure
sale, including all attorneys fees and legal expenses (including the market
value of services provided by in-house counsel), advertising costs, auctioneers
fees, costs of title rundowns, lien searches, trustees sale guaranties,
foreclosure sale guaranties, litigation guaranties and/or other title policies
and endorsements, inspection fees, appraisal costs, fees for professional
services, environmental assessment and remediation fees, all court costs and  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 5.3Holder or Lender as Purchaser.  Holder and any Lender shall have the right to
become the purchaser at any sale held by Trustee or its substitute or successor
or by any receiver or public officer or at any public sale.  Holder shall have the right to credit upon
the amount of Holders successful bid, to the extent necessary to satisfy such
bid, all or any part of the Secured Indebtedness in such manner and order as
Holder may elect.  Any Lender shall have
the right to credit upon the amount of the Lenders successful bid, all or any
part of the Secured Indebtedness payable to the Lender in such manner and order
as the Lender may elect.  Section 5.4Remedies Cumulative.  All rights and remedies provided for herein
and in any other Loan Document are cumulative of each other and of any and all
other rights and remedies existing at law or in equity, and Trustee, Holder and
Lenders shall, in addition to the rights and remedies provided herein or in any
other Loan Document, be entitled to avail themselves of all such other rights
and remedies as may now or hereafter exist at law or in equity for the
collection of the Secured Indebtedness and the enforcement of the covenants
herein and the foreclosure of the liens and security interests evidenced
hereby, and the resort to any right or remedy provided for hereunder or under
any such other Loan Document or provided for by law or in equity shall not
prevent the concurrent or subsequent employment of any other appropriate right
or rights or remedy or remedies.  Section 5.5Discretion as to Security.  Holder, on behalf of itself and Lenders, may
resort to any security given by this Deed of Trust or to any other security now
existing or hereafter given to secure the payment of the Secured Indebtedness,
in whole or in part, and in such portions and in such order as may seem best to
Holder in its sole and uncontrolled discretion, and any such action shall not
in anywise be considered as a waiver of any of the rights, benefits, liens or
security interests evidenced by this Deed of Trust.  Section 5.6Grantors Waiver of Certain Rights.  To the full extent Grantor may do so, Grantor
agrees that Grantor will not at any time insist upon, plead, claim or take the
benefit or advantage of any law now or hereafter in force providing for any
appraisement, valuation, stay, extension or redemption, homestead, moratorium,
reinstatement, marshaling or forbearance, and Grantor, for Grantor, Grantors
representatives, successors and assigns, and for any and all persons ever
claiming any interest in the Property, to the extent permitted by applicable
law,  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 5.7Delivery of Possession After Foreclosure.  In the event there is a foreclosure sale
hereunder and at the time of such sale, Grantor or Grantors representatives,
or successors as owners of the Property are occupying or using the Property, or
any part thereof, each and all shall immediately become the tenant of the
purchaser at such sale, which tenancy shall be a tenancy from day to day,
terminable at the will of purchaser, at a reasonable rental per day based upon
the value of the property occupied, such rental to be due daily to the
purchaser; and to the extent permitted by applicable law, the purchaser at such
sale shall, notwithstanding any language herein apparently to the contrary,
have the sole option to demand immediate possession following the sale or to
permit the occupants to remain as tenants at will.  ARTICLE 6Miscellaneous  Section 6.1Scope of Deed of Trust.  This Deed of Trust is a deed of trust with
respect to that portion of the Property which is real property, a security
agreement with respect to that portion of the Property which is personal
property (it being agreed that, whenever possible, components of the Property
shall be deemed to be real property rather than personal property), an
assignment of rents and leases, a financing statement and fixture filing and a
collateral assignment.  In addition to
the foregoing, this Deed of Trust covers all proceeds.  Section 6.2Effective as a Financing Statement and
Fixture Filing.  This Deed
of Trust shall be effective as a financing statement filed as a fixture filing
with respect to all fixtures included within the Property and is to be filed
for record in the real estate records of each county where any part of the
Property (including said fixtures) is situated. 
This Deed of Trust shall also be effective as a financing statement
covering as-extracted collateral (including oil and gas), accounts and general
intangibles under the California Uniform Commercial Code, as in effect from
time to time, and the Uniform Commercial Code, as in effect from time to time, in
any other state where the Property is situated which will be financed at the
wellhead or minehead of the wells or mines located on the Property and is to be
filed for record in the real estate records of each county where any part of
the Property is situated.  This Deed of
Trust shall also be effective as a financing statement covering any other
Property and may be filed in any other appropriate filing or recording
office.  The respective mailing addresses
of Grantor and Administrative Agent are set forth at the end of this Deed of
Trust.  A carbon, photographic or other
reproduction of this Deed of Trust or of any financing statement relating to
this Deed of  31


Trust
shall be sufficient as a financing statement for any of the purposes referred
to in this Section 6.2.  Section 6.3Notice to Account Debtors.  In addition to the rights granted elsewhere
in this Deed of Trust, Holder may at any time notify the account debtors or
obligors of any accounts, chattel paper, general intangibles, negotiable
instruments or other evidences of indebtedness included in the Collateral to
pay Holder directly.  Section 6.4Waiver 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 6.5No 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 6.6Grantor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 6.7Place 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 6.8WAIVER 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 6.9Subrogation 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 6.10Application 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 6.11Nature 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 6.12Substitute 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 6.13No 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 6.14Reconveyances.  (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 6.15Notices.  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 6.16Invalidity 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 6.17Interpretation.  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 6.18Binding 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 6.19Trustee, 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 6.20Execution; 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 6.21Modification 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 6.22No 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 6.23Applicable 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 6.24Entire
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 HOLLYWOOD 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, 32ndFloorMail Code WA1-501-32-37Seattle, Washington 98104   The address of Trustee is:  PRLAP, Inc. P.O. Box 2240 Brea, California 
92822   [Van Nuys Psychistric
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:   [Van Nuys Psychiatric
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:   [Van Nuys Psychiatric
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:  Lots 21 to 24 inclusive, and
Lots 53 to 60 inclusive, of Tract No. 7909, in the City of Los Angeles,
County of Los Angeles, State of California, as per map recorded in Book 96 Page 81
of Maps, in the Office of the County Recorder of said county.  A-1