<PAGE>
 
                                                                EXHIBIT 10.4(i)

 
                     AMENDMENT TO AGREEMENT OF EMPLOYMENT

          
          This Amendment to Agreement of Employment ("Amendment") is entered 
into as of July 21, 1995, by and between US FACILITIES CORPORATION, a Delaware 
corporation (the "Company"), and DAVID L. CARGILE ("Executive").

          WHEREAS, Company and Executive are parties to an Employment Agreement,
entered into as of August 4, 1994 (the "Agreement"), which provides for the 
employment of Executive as President and Chief Operating Officer on the terms 
provided for therein; and

          WHEREAS, on March 22, 1995, Executive was promoted to Chief Executive 
Officer of the Company, with a need that Executive relocate his family in order 
to permit him to undertake substantially all of his duties and responsibility at
the Company's corporate headquarters in Orange County, California; and

          WHEREAS, the Company and Executive desire to amend the Agreement to
reflect Executive's change in duties and relocation to Orange County,
California;

          NOW, THEREFORE, in consideration of the premises and the mutual 
covenants set forth herein, the parties hereto agree as follows:

          1.   Position and Duties.  Section 3 of the Agreement shall be amended
               -------------------
to read in full as follows:

               "The Executive shall serve the Company as its Chief Executive 
          Officer and President, with full responsibility for the day to day
          management of the Company's business operations, and with such
          additional duties, powers, responsibilities and authority as may be
          delegated or assigned to Executive from time to time by the Company's
          Board of Directors."

          2.   Place of Performance.  Section 5 of the Agreement shall be 
               --------------------
amended to read in full as follows:

               "Executive's duties and responsibilities shall be conducted 
          principally at the Company's corporate headquarters in Orange County,
          California, except for such travel as may be required to be undertaken
          on behalf of the Company's business. The Company may not relocate
          Executive for purposes of his employment under this Agreement without
          the express agreement of Executive to such relocation."

          3.   A new Section 7.07 shall be added to the Agreement, to read in 
full as follows:

                    "7.07 Relocation Arrangements:
                          -----------------------

                          (a)  Pursuant to Section 5 of the Agreement as in 
          effect prior to this Amendment, the Company agreed to pay for
          reasonable relocation costs incurred by Executive should the Company
          and the Executive mutually agree that Executive should relocate his
          residence and
<PAGE>
 
          family to the Southern California area. Since Executive is making such
          a move at the request of the Company, the Company agrees to pay for,
          or reimburse Executive for costs incurred in connection with, all 
          out-of-pocket costs in connection with such move, including without
          limitation, moving costs for household effects, automobiles and other
          personal property (including a horse owned by Executive), as well as
          costs for the family's actual move to California (whether by car or
          air), costs of house hunting trips for Executive and members of his
          immediate family and reasonable temporary housing in advance of the
          closing and occupancy of a home in Orange County.

                         (b)  The Company agrees to purchase Executive's
          Atlanta residence (or cause such residence to be purchased) at an
          agreed upon price based upon the appraised value of Executive's
          Atlanta residence. The Company shall absorb all transaction costs of
          such purchase, including realtor, inspection, appraisal and escrow
          fees.

                         (c)  The Company shall pay all transaction costs
          associated with the purchase by Executive of a principal residence in
          Orange County, California, including without limitation escrow fees,
          title insurance fees and other costs (excluding the purchase price
          thereof) commonly paid for by purchasers of residences in Orange
          County. In connection with the acquisition of such Orange County
          principal residence, and in light of the substantial services to be
          provided to the Company by Executive, the Company shall provide
          financing to Executive (the "Loan") for the purchase of such residence
          in an amount not to exceed the purchase price of the Orange County
          residence, less the net proceeds (the "Atlanta Equity") of Atlanta
          residence sale by Executive after satisfying the unpaid principal
          balance of Executive's Atlanta mortgage loan. The Loan shall be
          secured by a trust deed on Executive's Orange County residence.

                         (d)  The Loan shall be a non-transferable loan with a
          fixed monthly payment thereon for the first five years which shall
          equal the monthly principal and interest payments of Executive on his
          current Atlanta mortgage loan. All Loan payments shall be applied to
          interest during the first five years. Following the expiration of such
          five year period, or at such time as the unpaid principal balance
          shall be reduced below the current balance of Executive's Atlanta
          mortgage loan, the Loan shall be converted to a fully amortizing 15
          year loan at a fixed interest rate equal to the current fixed rate on
          Executive's Atlanta mortgage loan. In addition, the Loan shall become
          due upon the earlier sale of the Orange County residence by Executive
          or one year after the termination of Executive's employment with the
          Company for any reason. Executive hereby certifies to the Company that
          Executive reasonably expects to be entitled to and will itemize
          deductions for federal income tax purposes for each year that the Loan
          is outstanding.

                         (e)  At the end of each calendar month or portion
          thereof during which Executive is employed by the Company (to a
          maximum of sixty (60) months) following the closing date of the
          acquisition of his Orange County residence, Executive shall receive a
          credit of $6,920.00 on the unpaid principal balance of the Loan. In
          addition, should Executive die or become disabled (as defined in the
          Agreement) while employed by the Company or should Executive be
          terminated by the

                                       2

<PAGE>
 
          Company, he or his heirs shall be entitled at such time to the maximum
          sixty (60) month credit on the unpaid principal balance of the Loan
          notwithstanding that his actual employment period was less.

                         (f)  While the Loan is outstanding and Executive is
          employed by the Company, the Company agrees to provide monthly to
          Executive as additional compensation an amount equal to the additional
          state income taxes, net of any federal tax benefit, that are incurred
          by Executive as a result of the taxation of his income during the year
          (or a pro rata portion of such income if Executive is not employed by
          the Company for the whole year) as a California resident as contrasted
          with the taxation of such income as a Georgia resident. Furthermore,
          the Company agrees to provide to Executive as additional compensation
          an amount equal to the additional federal and state income taxes
          incurred by Executive due to the applicable credits as described above
          against the unpaid Loan balance. Such additional amount as set forth
          in this Section 7(f) shall be "grossed-up" to reflect the additional
          federal and state tax impact of such additional compensation and of
          any imputed income resulting from the interest rate on the Loan and
          the Company's payment of Executive's moving expenses."

          5.   Effect on Agreement.  Except as modified by this Amendment to 
               -------------------
Agreement of Employment, the terms and provisions of the Agreement shall remain 
in full force and effect throughout the term of the Agreement.

          6.   Counterparts.  This Amendment may be executed in one or more 
               ------------
counterparts, each of which shall be deemed to be an original, but all of which 
together will constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have executed and delivered 
this Amendment to Agreement of Employment as of the date first above written.


US FACILITIES CORPORATION                         EXECUTIVE


By:  /s/ Jose A. Velasco                          /s/ David L. Cargile
     -------------------------                    --------------------
     Senior Vice President,                       David L. Cargile
     Secretary and General Counsel

                                       3
          
<PAGE>
 
                                PROMISSORY NOTE
                           SECURED BY DEED OF TRUST

                                                        LAGUNA HILLS, CALIFORNIA
$649,000                                                July 24 1995

     FOR VALUE RECEIVED, the undersigned, DAVID L. CARGILE and ANN M. CARGILE,  
husband and wife ("Borrower"), hereby promises to pay to US FACILITIES 
CORPORATION, a Delaware corporation (which, together with any subsequent holder 
of this Note, is referred to in this Note as "Lender"), or order, at 650 Town 
Center Drive, Suite 1600, Costa Mesa, California, or such other place as Lender 
may from time to time designate, the principal sum of Six Hundred Forty-nine 
Thousand Dollars, ($649,000), together with interest from the date hereof, 
principal and interest payable in accordance with Paragraph 1 below, beginning 
on the first (1st) day of September, 1995 and continuing on the first (1st) day
of each and every month thereafter (each a "Payment Date") until July 31, 2015
or earlier (as described below) (the "Maturity Date"), on which date the entire
principal balance of this Note, all accrued but unpaid interest and all other
sums due under this Note shall be paid in full.

1.   PAYMENTS
     --------

     All principal, interest and other sums due hereunder shall be paid in
lawful money of the United States. Interest payable with respect to any period
that is less than a full calendar month shall be calculated on the daily
outstanding principal balance according to the actual number of days in such
period as a fraction of a 360-day year/30-day month. This Note may be prepaid in
whole or in part at any time without penalty of premium.

     Principal and interest hereunder are payable in arrears with such principal
and interest due to this Note in the amounts and at the times determined in 
accordance with the provisions of Section 7.07(d) of July 21, 1995 Amendment to 
the August 4, 1994 Agreement of Employment between Lender and David L. Cargile 
("Employment Agreement"), as set forth in Subparagraphs A and B below.  Borrower
shall have the right to offset against any amounts due by Borrower under this 
Note, any amounts due to David L. Cargile under Section 7(f) of the Employment 
Agreement.

               A.   Months 1 through 60.  Commencing on the first Payment Date, 
                    -------------------
and continuing thereafter on each Payment Date through and including the 60th 
Payment Date, Borrower shall make payments of interest only in the amount of Two
Thousand Two Hundred Dollars ($2,200) per month (the "Initial Payment").  
Notwithstanding the foregoing, in the event that during Months 1 through 60 of 
the term hereof the unpaid principal balance of this Note shall be reduced below
the amount of Two Hundred Thirty-four Thousand Two Hundred Thirty-five Dollars
($234,235) (the "Early Change Date"), Borrower's right and obligation to pay the
Initial Payment shall terminate as of the next Payment Date and payments under
this Note as of such next Payment Date shall thereafter be governed by
Subparagraph B below.












<PAGE>
 
     B.   Months 61 through 240. Commencing on the earlier of the Early Change
          ---------------------
Date or the 61st Payment Date (the "Payment Change Date"), and continuing on
each Payment Date following and including the Payment Change Date through the
Maturity Date, the monthly payment amount due hereunder shall be adjusted to be
the amount that will amortize fully the entire principal balance of the Note
then outstanding along with all accrued but unpaid interest then outstanding in
approximate equal monthly installments of principal and interest over the period
commencing on the Payment Change Date and ending on the date which is one
hundred eighty (180) months after the Payment Change Date with interest from the
Payment Change Date on unpaid principal and interest balance at the rate of Nine
and Three-quarters Percent (9.75%) per annum. On or before thirty (30) days
prior to the Payment Change Date, Lender shall notify Borrower of the amount
thereafter due per month provided that Lender's failure to so notify Borrower
shall not relieve Borrower of its obligations to continue to make payments
hereunder. Borrower shall pay such amount on the Payment Change Date and on each
Payment Date thereafter until the earlier of the date this Note is paid in full
or the Maturity Date.

2.   CREDITS
     -------

     Commencing on the date hereof, for so long as David L. Cargile is employed
by Lender, at the end of each calendar month of such employment (to a maximum of
sixty (60) months thereafter), Lender shall credit Borrower the amount of Six
Thousand Nine hundred Twenty Dollars ($6920) per month (the "Credit"), which
Credit shall be applied against and used to reduce the principal balance of this
Note. In addition, and notwithstanding the foregoing, if Borrower should die or
become disabled (as defined under the Employment Agreement) while employed by
Lender or should Borrower be terminated by Lender for any reason whatsoever on
or before the 60th Payment Date, he or his heirs (as the case may be) shall be
entitled to the maximum sixty (60) month Credit against the unpaid principal
balance of the Note despite the fact that David L. Cargile's employment was
terminated or interrupted prior to the end of such sixty (60) month period.

3.   SECURITY: ACCELERATION UPON CERTAIN TRANSFERS
     ---------------------------------------------

     This Note is secured by a Deed Of Trust With Assignment Of Rents And Leases
(the "Deed of Trust") of even date herewith given by Borrower to Lender, which
Deed of Trust constitutes a lien on certain real property (the "Property")
located in the County of Orange, State of California, as more particularly
described in the Deed of Trust. The Deed of Trust contains the following
provisions concerning acceleration of the indebtedness of this Note upon certain
events:

     Transfers of Property or Termination of Borrower. Upon any sale,
     -----------------------------------------------
     encumbrance, hypothecation or other transfer of the Property or any part of
     or interest in the Property, Beneficiary may, at its option, declare all of
     the sums secured by this Instrument to be immediately due and payable. In

                                       2

























































 























<PAGE>
 
     addition, upon termination of David L. Cargile's employment with 
     Beneficiary for any reason whatsoever (a "Termination"), Beneficiary may,
     at its option declare all sums due hereunder to be due and payable upon the
     one (1) year anniversary of such Termination. In either event, if Trustor
     fails to pay all principal and accrued but unpaid interest due under the
     Note in accordance with the terms thereof, Trustor shall be in default
     under this Instrument. Beneficiary may invoke all of the remedies available
     under this Instrument or otherwise available at law or in equity.

4.   DEFAULT
     -------

     The failure by Borrower in the due and punctual payment of interest or 
principal due under this Note in accordance with the terms hereof (which is not 
cured within 15 days after its occurrence) or an act of "Default" as defined in 
the Deed of Trust shall constitute a "default" under this Note.  In the event of
any default, Lender may elect, upon thirty (30) days written notice or demand to
Borrower, to declare all principal and accrued but unpaid interest under this 
Note immediately due and payable.  Any failure of Lender to make such election 
following a default or defaults shall not constitute a waiver of Lender's right 
to make the election in the event of any subsequent default.

5.   COSTS OF COLLECTION
     -------------------

     Borrower and all endorsers jointly and severally promise to pay all costs 
and expenses of collection, including without limitation, attorneys' fees, 
incurred by the Lender in enforcing this Note or the Deed of Trust.

6.   BALLOON PAYMENTS
     ----------------

     As more particularly described in Paragraph 3 above, upon the termination 
of David L. Cargile's employment with Lender/Beneficiary, this Note, at the 
option of Lender, is due and payable upon the one (1) year anniversary of the 
Termination.  As a result, this Note is subject to Section 2966 of the Civil 
Code, which provides that the holder of this Note shall give written notice to 
the Trustor, or his successor in interest, of prescribed information at least 90
and not more than 150 days before any balloon payment is due.

7.   MISCELLANEOUS PROVISIONS
     ------------------------

     (i)  This Note, the Deed of Trust and the Employment Agreement contain the 
entire agreement of the parties with respect to the matters covered hereby, and 
no other agreement, statement or promise made by any party hereto which is not 
contained herein shall be binding or valid.
     (ii) Borrower and all endorsers jointly and severally waive presentment for
payment, demand and protest and notice of nonpayment, and waive any right to be 
released by reason of any extension of time or change in the terms of payment.

                                       3
     
<PAGE>
 
     (iii)  No failure or delay on the part of Lender in the exercise of any 
power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of power, right or privilege preclude any other 
of further exercise of any such power, right or privilege.  All powers, rights 
and privileges hereunder are cumulative to, and not exclusive of, any powers, 
rights or privileges otherwise available.
     (iv)   This Note may not be transferred or assigned by Borrower without the
express written consent of Lender, which consent shall not be unreasonably 
withheld.
     (v)    The term "Borrower" as used herein in every instance shall include 
the maker's successors and assigns and shall denote the singular and/or plural,
the masculine and/or feminine and natural and/or artificial persons whenever and
wherever the context so requires or admits.


                                   BORROWER:
                                   ---------

                                   /s/ David L. Cargile
                                   --------------------
                                   David L. Cargile

                                   /s/ Ann M. Cargile
                                   ------------------
                                   Ann M. Cargile

                                       4
<PAGE>
 
Order No.                   
Escrow No.
Loan No.
                            RECORDING REQUESTED BY:       
                             FIRST AMERICAN TITLE         DOC # 95-0323368   
WHEN RECORDED MAIL TO:                                    28-JUL-1995 02:44 PM 
                            
                             
                                               Recorded in Official Records
US Facilities Corporation                      Of Orange County, California
650 Town Center Drive                        Gary L. Granville, Clerk-Recorder
Suite 1600                                 Page 1 of  5  Fees:  $          26.00
Costa Mesa, CA 92626                                      Tax:  $           0.00
                                              
                                              
________________________________________________________________________________
                                        SPACE ABOVE THIS LINE FOR RECORDER'S USE

OR-9500644-MT       DEED OF TRUST WITH ASSIGNMENT OF RENTS
                                 (SHORT FORM)

This DEED OF TRUST, made                                                ,between

      David L. Cargile and Ann M. Cargile, husband and wife        herein called

TRUSTOR, whose address is 26231 Mount Diablo Road,         Laguna Hills, 
                              (Number and Street)              (City) 
California , 
  (State)

FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called

TRUSTEE, and 

            US FACILITIES CORPORATION, a Delaware corporation
                                                    , herein called BENEFICIARY,

WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that 

property in the 

     City of Laguna Hills    County of     Orange           , State of 
     California, described as:


            Lot 166 of Tract 9296 as per map recorded in Book 466, Pages 5-18 of
            the Official Records of Orange County, California.

            Such property is commonly known as 26231 Mount Diablo Road, Laguna
            Hills, California (the "Property").




together with the rents, issues and profits thereof, subject, however, to the 
right, power and authority hereinafter given to and conferred upon Beneficiary 
to collect and apply such rents, issues and profits for the purpose of securing 
(1) payment of the sum of $649,000.00 with interest thereon according to the
terms of a promissory note or notes of even date herewith made by Trustor,
payable to order of Beneficiary, and extensions or renewals thereof, (2) the
performance of each agreement of Trustor incorporated by reference or contained
herein and (3) payment of additional sums and interest thereon which may
hereafter be loaned to Trustor, or his successors or assigns, when evidenced by
a promissory note or notes reciting that they are secured by this Deed of Trust.

To protect the security of this Deed of Trust, and with respect to the property 
above described, Trustor expressly makes each and all of the agreements, and 
adopts and agrees to perform and be bound by each and all of the terms and 
provisions set forth in subdivision A, and it is mutually agreed that each and 
all of the terms and provisions set forth in subdivision B of the fictitious
deed of trust recorded in Orange County August 17, 1964, and in all other 
counties August 18, 1964, in the book

                          (continued on reverse side)

                                                                     1158 (1/94)
                                                                     Page 1 of 4
<PAGE>
 
and at the page of Official Records in the office of the county recorder of the 
county where said property is located, noted below opposite the name of such 
county, namely:

<TABLE>
<CAPTION>
COUNTY              BOOK      PAGE      COUNTY              BOOK      PAGE
<S>                 <C>     <C>         <C>               <C>         <C>
Alameda             1288       556      Kings                858       713
Alpine                 3    130-31      Lake                 437       110
Amador               133       438      Lassen               192       367
Butte               1330       513      Los Angeles       T-3878       874
Calaveras            185       338      Madera               911       136
Colusa               323       391      Marin               1849       122
Contra Costa        4684         1      Mariposa              90       453
Del Norte            101       549      Mendocino            667        99
El Dorado            704       635      Merced              1660       753
Fresno              5052       623      Modoc                191        93
Glenn                469        76      Mono                  69       302
Humboldt             801        83      Monterey             357       239
Imperial            1189       701      Napa                 704       742
Inyo                 165       672      Nevada               363        94
Kern                3756       690      Orange              7182        18

<CAPTION>
COUNTY              BOOK      PAGE      COUNTY              BOOK      PAGE
<S>                <C>        <C>       <C>                 <C>       <C>
Placer              1028       379      Sierra                38       187
Plumas               166      1307      Siskiyou             506       762
Riverside           3778       347      Solano              1287       621
Sacramento          5039       124      Sonama              2067       427
San Benito           300       405      Stanisiaus          1970        56
San Bernardino      6213       768      Sutter               655       585
San Francisco      A-804       596      Tehama               457       183
San Joaquin         2855       283      Trinity              108       595
San Luis Obispo     1311       137      Tulare              2530       108
San Mateo           4778       175      Tuolumme             177       160
Santa Barbara       2065       881      Ventura             2607       237
Santa Clara         6626       664      Yolo                 769        16
Santa Cruz          1638       607      Yuba                 398       693
Shasta               800       663
San Diego           SERIES 5  Book 1964, Page 149774
</TABLE>

shall inure to and bind the parties hereto, with respect to the property above 
described. Said agreements, terms and provisions contained in said subdivisions 
A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by
the within reference thereto, incorporated herein and made a part of this Deed 
of Trust for all purposes as fully as if set forth at length herein, and 
Beneficiary may charge for a statement regarding the obligation secured hereby, 
provided the charge therefor does not exceed the maximum allowed by law.

The undersigned Trustor, requests that a copy of any notice of default and any 
notice of sale hereunder be mailed to him at his address hereinbefore set forth.

          See Rider A attached hereto and incorporated herein
          by this reference.



STATE OF   GEORGIA  }
COUNTY OF  DEKALB   }ss.                           Signature of Trustor
         -----------
On  JULY 24, 1995           before me,     /s/ David L. Cargile
  --------------------------               -------------------------------------
  LINDA K. RICHARDS                  ,       David L. Cargile
-------------------------------------      -------------------------------------
personally appeared  DAVID L. CARGILE      /s/ Ann M. Cargile
                   ------------------      -------------------------------------
AND ANN M. CARGILE                   ,       Ann M. Cargile
-------------------------------------      -------------------------------------
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.
Signature /s/ Linda K. Richards
         ----------------------------

Notary Public, Gwinnett County, Georgia   (This ares for official notarial seal)
 My Commission Expires April 14, 1996


                           (continued on next page)
                                                                     1158 (1/94)
                                                                     Page 2 of 4
<PAGE>
 
                                 DO NOT RECORD

The following is a copy of Subdivisions A and B of the fictitious Deed of Trust 
recorded in each county in California as stated in the foregoing Deed of Trust 
and incorporated by reference in said Deed of Trust as being a part thereof as 
if set forth at length therein.

A.   To protect the security of this Deed of Trust, Trustor agrees:

     (1)  To keep said property in good condition and repair; not to remove or 
demolish any building thereon; to complete or restore promptly and in good and 
workmanlike manner any building which may be constructed, damaged or destroyed 
thereon and to pay when due all claims for labor performed and materials 
furnished therefor; to comply with all laws affecting said property or requiring
any alterations or improvements to be made thereon; not to commit or permit 
waste thereof; not to commit, suffer or permit any act upon said property in 
violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all 
other acts which from the character or use of said property may be reasonably 
necessary, the specific enumerations herein not excluding the general.

     (2)  To provide, maintain and deliver to Beneficiary fire insurance 
satisfactory to and with loss payable to Beneficiary. The amount collected under
any fire or other insurance policy may be applied by Beneficiary upon any 
indebtedness secured hereby and in such order as Beneficiary may determine, or 
at option of Beneficiary the entire amount so collected or any part thereof may 
be released to Trustor. Such application or release shall not cure or waive any 
default or notice of default hereunder or invalidate any act done pursuant to 
such notice.

     (3)  To appear in and defend any action or proceeding purporting to affect 
the security hereof or the rights or powers of Beneficiary or Trustee; and to 
pay all costs and expenses, including cost of evidence of title and attorney's 
fees in a reasonable sum, in any such action or proceeding in which Beneficiary 
or Trustee may appear, and in any suit brought by Beneficiary to foreclose this 
Deed.

     (4)  To pay; at least ten days before delinquency all taxes and assessments
affecting said property, including assessments on appurtenant water stock; when
due, all encumbrances, charges and liens, with interest, on said property or any
part thereof, which appear to be prior or superior hereto; all costs, fees and
expenses of this Trust.

     Should Trustor fail to make any payment or to do any act as herein 
provided, then Beneficiary or Trustee, but without obligation so to do and 
without notice to or demand upon Trustor and without releasing Trustor form any 
obligation hereof, may: make or do the same in such manner and to such extent as
either may deem necessary to protect the security hereof. Beneficiary or Trustee
being authorized to enter upon said property for such purposes; appear in and 
defend any action or proceeding purporting to affect the security hereof or the 
rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise
any encumbrance, charge or lien which in the judgement of either appears to be 
prior or superior hereto; and, in exercising any such powers, pay necessary 
expenses, employ counsel and pay his reasonable fees.

     (5)  To pay immediately and without demand all sums so expended by 
Beneficiary or Trustee, with interest from date of expenditure at the amount 
allowed by law in effect at the date hereof, and to pay for any statement 
provided for by law in effect at the date hereof regarding the obligation 
secured hereby any amount demanded by the Beneficiary not to exceed the maximum 
allowed by law at the time when said statement is demanded.

B.   It is mutually agreed:

     (1)  That any award of damages in connection with any condemnation for 
public use of or injury to said property or any part thereof is hereby assigned 
and shall be paid to Beneficiary who may apply or release such monies received
by him in the same manner and with the same effect as above provided for 
disposition of proceeds of fire or other insurance.

     (2)  That by accepting payment of any sum secured hereby after its due 
date, Beneficiary does not waive his right either to require prompt payment when
due of all other sums so secured or to declare default for failure so to pay.

     (3)  That at any time or from time to time, without liability therefor and 
without notice, upon written request of Beneficiary and presentation of this 
Deed and said note for endorsement, and without affecting the personal liability
of any person for payment of the indebtedness secured hereby, Trustee may: 
reconvey any part of said property; consent to the making of any map or plat 
thereof; join in granting any easement thereon; or join in any extension 
agreement or any agreement subordinating the lien or charge hereof.

     (4)  That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed and said note to Trustee 
for cancellation and retention or other disposition as Trustee in its sole 
discretion may choose and upon payment of its fees, Trustee shall reconvey, 
without warranty, the property then held hereunder. The recitals in such 
reconveyance of any matters or facts shall be conclusive proof of the 
truthfulness thereof. The Grantee in such reconveyance may be described as "the 
person or persons legally entitled thereto."

     (5)  That as additional security, Trustor hereby gives to and confers upon 
Beneficiary the right, power and authority, during the continuance of these 
Trusts, to collect the rents, issues and profits of said property, reserving 
unto Trustor the right , prior to any default by Trustor in payment of any 
indebtedness secured hereby or in performance of any agreement hereunder, to 
collect and retain such rents, issues and profits as they become due and 
payable. Upon any such default, Beneficiary may at any time without notice, 
either in person, by agent, or by a receiver to be appointed by a court, and
without regard to the adequacy of any security for the indebtedness 
hereby secured, enter upon and take possession of said property or any part
thereof, in his own name sue for or otherwise collect such rents, issues, and 
profits, including those past due and unpaid, and apply the same, less costs and
expenses of operation and collection, including reasonable attorney's fees, upon
any indebtedness secured hereby, and in such order as Beneficiary may determine.
The entering upon and taking possession of said property, the collection of such
rents, issues and profits and the application thereof as aforesaid, shall not
cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.

     (6)  That upon default by Trustor in payment of any indebtedness secured 
hereby or in performance of any agreement hereunder, Beneficiary may declare all
sums secured hereby immediately due and payable by delivery to Trustee of 
written declaration of default demand for sale and of written notice of default 
and of election to cause to be sold said property, which notice Trustee shall 
cause to be filed for record. Beneficiary also shall deposit with Trustee this 
Deed, said note and all documents evidencing expenditures secured hereby.

     After the lapse of such time as may then be required by law following the 
recordation of said notice of default, and notice of sale having been given as 
then required by law, Trustee, without demand on Trustor, shall sell said 
property at the time and place fixed by it in said notice of sale, either as a 
whole or in separate parcels, and in such order as it may determine, at public 
auction to the highest bidder for cash in lawful money of the United States, 
payable at time of sale. Trustee may postpone sale of all or any portion of said
property by public
 
                           (continued on reverse side)
                                                                     1158 (1/94)
                                                                     Page 3 of 4
<PAGE>
 
announcement at such time and place of sale, and from time to time thereafter 
may postpone such sale by public announcement at the time fixed by the 
preceding postponement.  Trustee shall deliver to such purchaser its deed 
conveying the property so sold, but without any covenant or warranty, expressed 
or implied.  The recitals in such deed of any matters or facts shall be 
conclusive proof of the truthfulness thereof.  Any person, including Trustor, 
Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

     After deducting all costs, fees and expenses of Trustee and of this Trust, 
including cost of evidence of title in connection with sale, Trustee shall apply
the proceeds of sale to payment of: all sums expended under the terms hereof,
not then repaid, with accrued interest at the amount allowed by law in effect at
the date hereof; all other sums then secured hereby; and the remainder, if any, 
to the person or persons legally entitled thereto.

     (7)  Beneficiary, or any successor in ownership of any indebtedness secured
hereby, may from time to time, by instrument in writing, substitute a successor
or successors to any Trustee named herein or acting hereunder, which instrument,
executed by the Beneficiary and duly acknowledged and recorded in the office of
the recorder of the county or counties where said property is situated, shall be
conclusive proof of proper substitution of such successor Trustee or Trustees,
who shall, without conveyance from the Trustee predecessor, succeed to all its
title, estate, rights, powers and duties. Said instrument must contain the name
of the original Trustor, Trustee and Beneficiary hereunder, the book and page
where this Deed is recorded and the name and address of the new Trustee.

     (8)  That this Deed applies to, inures to the benefit of, and binds all 
parties hereto, their heirs, legatees, devisees, administrators, executors, 
successors and assigns.  The term Beneficiary shall mean the owner and holder, 
including pledgees, of the note secured hereby, whether or not named as 
Beneficiary herein.  In this Deed, whenever the context so requires, the 
masculine gender includes the feminine and/or neuter, and the singular number 
includes the plural.

     (9)  That Trustee accepts this Trust when this Deed, duly executed and 
acknowledged, is made a public record as provided by law.  Trustee is not 
obligated to notify any party hereto of pending sale under any other Deed of 
Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee 
shall be a party unless brought by Trustee.







DO NOT RECORD                                      REQUEST FOR FULL RECONVEYANCE
-------------
TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE:

  The undersigned is the legal owner and holder of the note or notes, and of all
other indebtedness secured by the foregoing Deed of Trust. Said note or notes,
together with all other indebtedness secured by said Deed of Trust, have been
fully paid and satisfied; and you are hereby requested and directed, on payment
to you of any sums owing to you under the terms of said Deed of Trust, to cancel
said note or notes above mentioned, and all other evidences of indebtedness
secured by said Deed of Trust delivered to you herewith, together with the said
Deed of Trust, and to reconvey, without warranty, to the parties designated by
the terms of said Deed of Trust, all the estates now held by you under the same.

  Dated ______________________________

                                        ________________________________________

                                        ________________________________________
Please mail Deed of Trust,
Note and Reconveyance to ______________________________________________________

Do not lose or destroy this Deed of Trust OR THE NOTE which it secures.  Both 
-------------------------------------------------------------------------------
must be delivered to the Trustee for cancellation before reconveyance will be 
-------------------------------------------------------------------------------
made.
-----

                       DEED OF TRUST WITH POWER OF SALE


         [LOGO OF FIRST AMERICAN TITLE INSURANCE COMPANY APPEARS HERE]


                FIRST AMERICAN TITLE INSURANCE COMPANY TRUSTEE

                                                                     1158 (1/94)
                                                                     Page 4 of 4
<PAGE>
 
                                    Rider A
                                      TO
                    DEED OF TRUST WITH ASSIGNMENT OF RENTS
                                  AND LEASES
                  Dated as of July 21, 1995 ("Deed Of Trust")

From:          David L. Cargile and Ann M. Cargile, husband and wife, Trustor

To:            First American Title Insurance Company, Trustee

Beneficiary:   US Facilities Corporation, Beneficiary

          The following additional provisions are made a part of the Deed of 
Trust:

          A.   After the second full paragraph (commencing with the words 
"Together with the rents...," the following is added:

          and along with all of Trustor's right, title and interest in (all of
which together are referred to herein as the "Property") all buildings,
improvements and tenements now or hereafter erected on the Property, and all
easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights
and profits, water rights and stock, and all permanent fixtures, now or
hereafter located in, or on, or used or intended to be used in connection with
the Property, and all replacements and additions thereto, substitutions for any
of the foregoing and proceeds and products thereof.

          B.   Required Insurance. Paragraph (4) of this Deed of Trust is
               ------------------
modified to require that Trustor provide, maintain and keep in force the
following policies of insurance:

          Trustor shall keep the improvement now existing or hereafter erected 
on the Property insured by carriers at all times satisfactory to Beneficiary 
against loss by fire, hazards included within the term "extended coverage," and 
such other hazards, casualties, liabilities and contingences as Beneficiary 
reasonably shall require and in such amounts and for such periods as Beneficiary
shall require.  Trustor shall be relieved of its obligation to keep a coverage 
in effect if such coverage is not generally available or if the price, terms or 
conditions of such coverage would generally negate the benefit of having such 
coverage in place.

          All insurance policies and renewals thereof shall be in a form 
acceptable to Beneficiary and shall include a standard mortgagee clause in favor
of and in form acceptable to Beneficiary.  In the event of loss, Trustor shall 
give immediate written notice to the insurance carrier and to Beneficiary.



   





<PAGE>
 
          C.   Delivery of Policies, Payment of Premiums.  Paragraph A(2) of 
               -----------------------------------------
this Deed of Trust shall be further modified as follows:

          All policies of insurance for liability shall name Beneficiary as an 
additional insured party.  All such policies shall contain a provision that such
policies will not be canceled or materially amended, which term shall include 
any reduction in the scope or limits of coverage, without at least thirty (30) 
days prior written notice to Beneficiary.  In the event Trustor fails to 
provide, maintain, keep in force or deliver and furnish to Beneficiary the 
policies of insurance required by this paragraph, Beneficiary, may procure such
insurance or single-interest insurance for such risk covering Beneficiary's
interest, and Trustor will pay all premiums thereon promptly upon demand by
Beneficiary.

          D.   Events of Default.  Paragraph B(6) of this Deed of Trust is 
               -----------------
modified to provide that the following events shall be deemed a "Default" under 
this Deed of Trust entitling Beneficiary to remedies set forth in this Deed of 
Trust:

          (i) The occurrence of a breach of or default under that certain 
Promissory Note Secured by Deed of Trust of even date herewith between the 
parties.
          (ii) The Failure by the Trustor to keep the Property insured as
required by this Deed of Trust, unless such failure is remedied within sixty
(60) days.
          (iii) The failure by the Trustor to pay all taxes, assessments or fees
due with respect to the Property, unless such failure is remedied within sixty 
(60) days.

          E.   Transfers of Property or Termination of Borrower.  Upon any sale,
               ------------------------------------------------
encumbrance, hypothecation or other transfer of the Property or any part of or 
interest in the Property, Beneficiary may, at its option, declare all of the 
sums secured by this Instrument to be immediately due and payable. In addition, 
upon termination of David L. Cargile's employment with Beneficiary for any 
reason whatsoever (a "Termination"), Beneficiary may, at its option, declare all
sums due hereunder to be due and payable upon the one (1) year anniversary of 
such Termination.  In either event, if Trustor fails to pay all principal and 
accrued but unpaid interest due under the Note in accordance with the terms 
thereof, Trustor shall be in default under this Instrument.  Beneficiary may 
invoke all of the remedies available under this Instrument or otherwise 
available at law or in equity.

          Any party may at any time change its address for such notices by 
delivering or mailing to the other parties hereto, as aforesaid, a notice of 
such change.

                                             TRUSTOR:

                                             /s/ David L. Cargile
                                             --------------------
                                             David L. Cargile

                                             /s/ Ann M. Cargile
                                             ------------------
                                             Ann M. Cargile

                                       2






<PAGE>
 
STATE OF GEORGIA    )
                    ) SS:
COUNTY OF Dekalb    )
          ------

     On July 24, 1995, before me, Linda K. Richards, a Notary Public in and for
             --                   -----------------
said State, personally appeared Ann M. Cargile, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within Deed of Trust and acknowledged to me that she
executed the same in her authorized capacity, and that here signature on the
Deed of Trust the person, or the entity upon behalf of which the person acted,
executed the Deed of Trust.

WITNESS my hand and official seal.

                                        NOTARY PUBLIC, GWINNETT COUNTY, GEORGIA
/s/ Linda K. Richards                   MY COMMISSION EXPIRES APRIL 14, 1996
---------------------

(SEAL)


STATE OF GEORGIA    )
                    ) SS:
COUNTY OF Dekalb    )
          ------

     On July 24, 1995, before me, Linda K. Richards, a Notary Public in and for
             --                   -----------------
said State, personally appeared David L. Cargile, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within Deed of Trust and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
Deed of Trust the person, or the entity upon behalf of which the person acted,
executed the Deed of Trust.

WITNESS my hand and official seal.

                                        NOTARY PUBLIC, GWINNETT COUNTY, GEORGIA
/s/ Linda K. Richards                   MY COMMISSION EXPIRES APRIL 14, 1996
---------------------


(SEAL)

                                       3