EXHIBIT 10.47.3

This instrument prepared by and after recording return to:

Richard A. Malm
Dickenson, Mackaman, Tyler & Hagen, P.C.
1600 Hub Tower, 699 Walnut Street
Des Moines, Iowa 50309


                 INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT

         INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT ("Deed of Trust"), dated
as of July 3, 1997, by THE CHESTNUT REAL ESTATE PARTNERSHIP, a Maryland general
partnership having an address of c/o Mullan Enterprises, Inc., The Foxleigh
Building, 2330 W. Joppa Road, Suite 210, Lutherville, Maryland 21093
("Grantor"), to Paul R. Tyler and Richard A. Malm as Trustees (either or both
are herein referred to as the "Trustee") and NORWEST BANK IOWA, NATIONAL
ASSOCIATION, a national banking association having an office at 666 Walnut
Street, Des Moines, Iowa 50309 (the "Bank"),

                              W I T N E S S E T H:


         WHEREAS, The Chestnut Partnership, a Maryland general partnership
("Borrower") is justly indebted to the Bank in the principal sum of One Million
Nine Hundred Thousand Dollars ($1,900,000.00) (the "Loan"), or so much thereof
as may be advanced in accordance with a Loan Agreement of even date herewith
among Borrower, Grantor, Bank and others (as the same may be amended, modified
or supplemented from time to time, "Loan Agreement"), and to be repaid with
interest thereon in accordance with, a note of even date herewith made by
Borrower to the Bank in the principal amount of $1,900,000 (as the same may be
extended, renewed, refinanced, refunded, amended, modified or supplemented from
time to time, and any replacement or successor note the "Note");

         WHEREAS, Grantor expects to derive financial benefit from the making of
the Loan by the Bank to Borrower; and

         WHEREAS, Grantor has executed and delivered to the Bank a Guaranty
Agreement of even date herewith (the "Guaranty") pursuant to which Grantor has
guaranteed and become surety for, inter alia, the payment of the indebtedness
evidenced by the Note, both principal and interest, and all amounts due or to
become due under the Loan Agreement, the Note and the other Loan Documents (as
defined in the Loan Agreement), and any extensions, renewals, replacements or
modifications of any thereof, and the performance and observance of all
covenants, agreements, obligations and liabilities of Borrower under or pursuant
to the provisions of the Loan Agreement, the Note and the other Loan Documents,
and any extensions, renewals, replacements or modifications of any thereof (as
defined in the Guaranty, with certain other obligations, the "Guaranteed
Obligations");

<PAGE>


         NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt of which is hereby acknowledged, and in order to
secure the Guaranteed Obligations, which are referred to herein as the "Secured
Obligations", Grantor, intending to be legally bound, does hereby grant,
bargain, sell, convey, warrant, assign, transfer, mortgage, pledge, grant a
first priority security interest in, set over and confirm unto Trustee, and
their successors and assigns, all of Grantor's estate, right, title, interest,
property, claim and demand, now owned or held or hereafter acquired or arising,
in and to the following property and rights (collectively, the "Mortgaged
Property"):

         (a)      the lands and premises more particularly described in Exhibit
                  A hereto, together with all and singular the tenements,
                  hereditaments and appurtenances hereunto belonging or in
                  anyway appertaining, and also (i) any land lying within the
                  right- of-way of any streets, open or proposed, adjoining the
                  same, (ii) any easements, rights-of-way and rights used in
                  connection therewith or as a means of access thereto, and
                  (iii) any and all sidewalks, alleys, strips and gores of land
                  adjacent thereto or used in connection therewith (all of the
                  foregoing being hereinafter collectively called the "Land");

         (b)      all buildings, structures and other improvements now or
                  hereafter erected or placed on the Land (collectively, the
                  "Improvements");

         (c)      all machinery, apparatus, equipment, furniture, furnishings,
                  fittings, fixtures, goods, chattels and other articles of
                  personal property now or hereafter located on, attached to or
                  used in connection with the Land or the Improvements (other
                  than any personal property owned by any resident occupying the
                  Improvements and used by such resident in connection with such
                  occupancy), and all replacements thereof, additions thereto
                  and substitutions therefor (all of the foregoing, being
                  hereinafter collectively called the "Equipment"), together
                  with all deposits or payments made on any Equipment in
                  connection with the conditional purchase thereof and all
                  leases by Grantors as lessee of Equipment;

         (d)      all licenses, permits, certificates, authorizations and
                  agreements from Governmental Authorities relating to the
                  ownership, construction, occupancy, operation, management or
                  use of the Land, the Improvements or the Equipment;

         (e)      all tradenames, trademarks, contracts, licenses and agreements
                  relating to the ownership design, construction, occupancy,
                  operation, management or use of the Land, the Improvements or
                  the Equipment;

         (f)      all the remainder or remainders, reversion or reversions,
                  rents, revenues, issues, profits, royalties, fees, charges,
                  income and other benefits derived from any of the foregoing,
                  including without limitation the Entrance Payments (as defined
                  in the Loan Agreement), all of which are hereby assigned to
                  Trustee, who is hereby

<PAGE>


                  authorized to collect and deceive the same, to give proper
                  receipts and acquittances therefor and to apply the same to
                  the payment of the Secured Obligations, notwithstanding the
                  fact that the same may not then be due and payable, subject,
                  however, to the right of Grantor to receive and use the same
                  to the extent otherwise permitted under the Loan Documents
                  unless and until an Event of Default (as defined in Section
                  4.01) shall occur;

         (g)      all proceeds of the conversion, voluntary or involuntary, of
                  any of the foregoing into cash or liquidated claims, including
                  all proceeds of the insurance required to be maintained by
                  this Deed of Trust, all awards or other compensation
                  heretofore or hereafter made to Grantor as the result of any
                  Condemnation (as defined in Section 2.05), all awards for
                  changes of the grades of streets and all awards for severance
                  damages, all of which are hereby assigned to Trustee, who is
                  hereby authorized to collect and receive the proceeds thereof,
                  to give proper receipts and acquittances therefor and, subject
                  to Section 2.06, to apply the same to the payment of the
                  Secured Obligations, notwithstanding the fact that the same
                  may not then be due and payable;

         (h)      any monies deposited with Trustee or Bank pursuant to the
                  terms hereof or of any other Loan Document;

         (i)      all equipment, inventory, accounts, contract rights, general
                  intangibles, instruments, documents and chattel paper (as
                  those terms are defined in the Uniform Commercial Code) of
                  Grantor; and

         (j)      all proceeds, both cash and non-cash, of any and all of the
                  foregoing;

         TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, their
successors and assigns, forever, but upon the trusts, and under the terms and
conditions of this Deed of Trust, which are set forth hereinafter;

         IN TRUST, NEVERTHELESS, with POWER OF SALE, for the benefit and
security of Bank, its respective successors and assigns, and for the enforcement
of the Secured Obligations, all as herein provided;

         PROVIDED, HOWEVER, that if Grantor shall pay, perform and discharge the
Secured Obligations in full and the Loan Agreement is terminated, then this Deed
of Trust and the estate hereby granted shall cease, terminate and become void;


GRANTER FURTHER AGREES WITH TRUSTEE AND BANK AS FOLLOWS:

<PAGE>


                    ARTICLE I REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants to Trustee and Bank that:

         1.01. TITLE. Grantor has good and marketable title to the Land and the
Improvements and has good title to all Equipment and other property and rights
comprising the Mortgaged Property, subject to no mortgage, lien, pledge, charge,
security interest or other encumbrance or adverse claim of any nature except
Permitted Encumbrances (as defined in this Section 1.01), and (b) has full power
and lawful authority to grant, bargain, sell, convey, warrant, assign, transfer,
mortgage, pledge, grant a security interest in, set over and confirm unto
Trustee, and its successors and assigns, the Mortgaged Property as herein
provided. Grantor will forever warrant and defend the title to the Mortgaged
Property and the validity and first priority of the lien or estate, and the
security interest, created hereby against the claims and demands of all persons
whomsoever. As used herein the term "Permitted Encumbrances" means (i) the
easements, rights of way and other exceptions set forth in Schedule B-2 of the
title policy insuring the lien of this Deed of Trust, including without
limitation that certain Indemnity Deed of Trust and Security Agreement dated as
of August 2, 1993 given by Grantor to NationsBank, N.A., f/k/a Maryland National
Bank ("NationsBank"), as trustee, and recorded among the Land Records of
Baltimore County, Maryland in Liber SM No. 10056, folio 70, which was amended by
an Indemnity Deed of Trust Modification Agreement of approximate even date
herewith to be recorded among the Land Records of Baltimore County, Maryland;
that certain UCC-1 Financing Statement between Grantor, as Debtor, and The First
National Bank of Maryland, as trustee ('First National"), and recorded among the
Land Records of Baltimore County, Maryland in Liber SM No. 10056, folio 100; and
that certain Amended and Restated Subordination Agreement of approximately even
date herewith among Grantor, Borrower, First National, as trustee, Boatmen's
National Bank, as bond trustee, John Obzud, as trustee, David D. Gordon, as
trustee, and Bank, to be recorded among the Land Records of Baltimore County,
Maryland immediately after the recording of this Deed of Trust pursuant to which
the lien of the Indemnity Deed of Trust recorded in Liber SM No. 10056, folio
170 and the UCC-1 recorded in Liber SM No. 10056 folio 100 shall be subordinated
to the lien created hereby; and (ii) any Impositions or Mechanics' Claims (both
as defined in Section 2.07) which are not due and payable or are being contested
in good faith at the time pursuant to and in compliance with the requirements of
Section 2.07.

         1.02. HAZARDOUS SUBSTANCES. The Mortgaged Property does not contain (a)
any hazardous wastes, hazardous substances, hazardous materials, toxic
substances, hazardous air pollutants or toxic pollutants, as those terms are
used in, defined in or listed under the Resource Conservation and Recovery Act,
the Comprehensive Environmental Response, Compensation and Liability Act, the
Hazardous Materials Transportation Act, the Toxic Substances Control Act, the
Clean Air Act and the Clean Water Act, or in any regulations promulgating
pursuant thereto, or in any other applicable Law, including without limitation
those elements or compounds which are contained in the list of hazardous
substances adopted by the United States Environmental Protection Agency or the
list of toxic pollutants designated by Congress or said agency, or (b) petroleum
products, including without limitation, gasoline, diesel fuel, fuel oil, heating
oil,

<PAGE>


kerosene, motor oil, used oil and waste oil (all of the foregoing in clauses (a)
and (b) being herein collectively called "Hazardous Substances"); other than
Hazardous Substances described in clause (b) as to which Grantor remains in
compliance with all applicable Laws relating to the receipt, handling, use,
storage, treatment, shipment or disposal of the same ("Permitted Substances").
Grantor has at all times received, handled, used, stored, treated, shipped and
disposed of all Permitted Substances in compliance with all applicable Laws, and
has not received, handled, used, stored, treated, shipped or disposed of any
Hazardous Substances other than Permitted Substances. No release or threatened
release of Hazardous Substances has occurred on or in the Mortgaged Property.
There is no civil, criminal or administrative action, suit, demand, claim,
hearing, lien, notice or demand letter, notice of violation, investigation or
proceeding pending or threatened with respect to the condition, use or occupancy
of the Mortgaged Property which relates to Hazardous Substances or any Law
referred to in this Section 1.02. As used herein the term "Law" means any law
(including common law), constitution, statute, treaty, regulation, rule,
ordinance, order, injunction, writ, decree or award of, or permit, approval or
license granted by, any Governmental Authority, including without limitation
those relating to zoning, subdivision, building, safety, fire protection,
accessibility to, usability by or discrimination against disabled individuals,
or environmental matters. As used herein the term "Governmental Authority" means
any government or political subdivision or any agency, authority, bureau,
central bank, commission, department or instrumentality of either, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic.


                        ARTICLE II AFFIRMATIVE COVENANTS

Grantor covenants to Trustee and the Bank as follows:

         2.01. COMPLIANCE WITH LAWS; ETC. Grantor shall comply with all Laws and
all easements, declarations, covenants and restrictions which at any time are
applicable to the Mortgaged Property or Grantor, and shall comply with the
requirements of all policies of insurance required by this Deed of Trust and of
the insurers under such policies. Grantor shall make any replacements,
alterations or improvements to the Mortgaged Property as may be required by Law
or such requirements even if unforeseen and/or extraordinary. Grantor shall have
the right, after prior written notice to Bank, to contest by appropriate legal
proceedings diligently conducted in good faith, without cost or expense to any
of the Bank, the validity or application of any Law which does not subject any
of the Bank to any criminal or civil liability or jeopardize the lien of this
Deed of Trust, and Grantor may delay compliance with such Law until final
determination of such proceeding if compliance with such Law may legally be
delayed until, and such proceedings shall conclusively operate to prevent the
enforcement of such Law prior to, such final determination provided, however,
that, if in the judgment of any of the Bank any lien or charge against the
Mortgaged Property would or might be incurred by reason of such delay, Grantor
shall furnish to and maintain with Bank security, at all times satisfactory to
Bank, to assure the discharge of such lien or charge. Grantor shall keep, or
cause to be kept, in full force and effect all licenses, permits and
governmental authorizations and agreements necessary or desirable for the
ownership, construction, occupancy, operation, management or use of the

<PAGE>


Mortgaged Property. Grantor shall preserve and maintain unimpaired any and all
easements, rights of way, appurtenances and other interests and rights
constituting any portion of the Mortgaged Property.

         2.02. MAINTENANCE AND REPAIR. Grantor shall not abandon or cause or
permit any waste to the Improvements or the Equipment, shall maintain the
Improvements and the Equipment in good repair, working order and condition,
except for reasonable wear and use, shall maintain the Improvements and the
Equipment in compliance with all Laws, and shall restore, replace or rebuild the
Improvements and the Equipment or any part thereof now or hereafter damaged or
destroyed by any casualty (whether or not insured against or insurable) or
affected by any Condemnation with Improvements or Equipment of equivalent value
and utility, whether or not the proceeds of insurance required hereunder or the
award payable in respect of such Condemnation are sufficient for the purpose or
are available to Grantor pursuant to Section 2.06 for the purpose. All repairs,
replacements, restorations, alterations and improvements to the Mortgaged
Property required by Section 2.01 or this Section 2.02 or permitted by Sections
2.03 or 2.06 shall be promptly performed in a good and workmanlike manner in
compliance with all applicable Laws, easements, declarations, restrictions,
covenants and insurance requirements, shall be equivalent in quality of
construction and class to the original construction of the Improvements and
shall be subject to the terms and conditions set forth in Section 2.06(c) as if
such repair, replacement, restoration, alteration or improvement were a
restoration thereunder.

         2.03. ALTERATIONS. Grantor shall not permit the Improvements or the
Equipment to be removed, demolished or materially altered; provided, however,
that Grantor (i) shall make any replacements, alterations or improvements which
are required by Law and (ii) may remove worn out Equipment if the same is
concurrently replaced with Equipment of equivalent value and utility.

         2.04. INSURANCE. Grantor shall maintain and keep in effect the
following policies of insurance:

         (a)      during the course of construction of the Phase III
                  Improvements (as defined in the Loan Agreement) or any other
                  construction or repair of Improvements or Equipment on the
                  Mortgaged Property, (i) builder's risk insurance (on a
                  completed value, non-reporting basis) against "all risks of
                  physical loss", including flood, collapse and transit
                  coverage, with deductibles not to exceed $5,000, in non-
                  reporting form, covering the total replacement cost of work
                  performed and equipment, supplies and materials furnished in
                  connection with such construction or repair of Improvements or
                  Equipment, together with "soft cost" endorsements and such
                  other endorsements as Bank may require, and (ii) worker's
                  compensation, employer's liability and all other statutory
                  forms of insurance now or hereafter required by Law covering
                  all persons employed in connection with such construction or
                  repair of the Improvements in such limits as may be required
                  by Law or as Bank may otherwise require;

<PAGE>


         (b)      policies of insurance against loss or damage to the
                  Improvements and the Equipment by or from fire, lightning,
                  windstorm, explosion, riot, riot attending a strike, civil
                  commotion, aircraft and vehicles, smoke and such other hazards
                  as are presently included in the so-called "fire and extended
                  coverage" insurance; vandalism, malicious mischief and such
                  other hazards as are presently included in the so-called "all
                  risks to physical loss" insurance; and such other insurable
                  hazards, including flood, as, under good insurance practices,
                  from time to time are insured against for improvements and
                  equipment having similar functions and uses in the area where
                  the Improvements and Equipment are located, in an amount which
                  shall not be less than the greater of (i) 100% of the "full
                  replacement cost" of the Improvements and the Equipment,
                  without deduction for physical depreciation, or (ii) an amount
                  sufficient to prevent Bank and Grantor from becoming
                  co-insurers within the terms of the applicable policies; the
                  term "full replacement cost" shall mean the actual cost of
                  replacing the Improvements and the Equipment, exclusive of the
                  cost of excavations, foundations and footings below the lowest
                  basement floor, and shall be determined from time to time at
                  the request of Bank (but not more frequently than once in any
                  24 calendar months) at the expense of Grantor, by an insurer
                  or by an appraiser, engineer, architect or contractor
                  designated by Grantor and approved by Bank;

         (c)      insurance against loss or damage to the major components of
                  the air conditioning and heating systems, fly-wheels, steam
                  pipes, steam turbines, steam engines, steam boilers, other
                  pressure vessels, high pressure piping and machinery and
                  elevators and escalators, if any, as are installed in the
                  Improvements, including insurance against physical damage to
                  the Improvements and the Equipment arising out of an accident
                  covered thereunder and against loss of occupancy or use
                  arising from breakdown of any of the foregoing, in such
                  amounts as are satisfactory to Bank;

         (d)      comprehensive general liability insurance on an "occurrence
                  basis" against claims for bodily injury, death or property
                  damage occurring on or about the Mortgaged Property (including
                  elevators and escalators, if any) and on or in the streets
                  adjoining the same, to afford protection in a "single limit"
                  of not less than $1,000,000 in the event of bodily injury to
                  or death of any number of persons or of damage to property
                  arising out of one occurrence;

         (e)      if the Land or any part thereof now or at anytime prior to
                  full payment and performance of the Secured Obligations is
                  situate in an area designated by the Federal Emergency
                  Management Agency (or any successor thereto) as an area of
                  special flood hazard for purposes of the National Flood
                  Insurance Program, such policies of flood insurance as Bank
                  shall request, so as to enable Bank and the Lenders to be in
                  compliance with all Laws with respect to flood insurance
                  coverage for the Mortgaged Property from time to time
                  applicable to Bank;

<PAGE>


         (f)      business interruption insurance and insurance against loss of
                  "rental value" for a period of twelve months, in such amounts
                  as are satisfactory to Bank;

         (g)      comprehensive automobile liability insurance against liability
                  for claims of bodily and personal injury and property damage
                  arising out of the use of all Borrower owned, non-owned and
                  hired motor vehicles by Borrower's agents and employees, in an
                  amount not less than $1,000,000 for any occurrence (or its
                  equivalent) and not less than $1,000,000 in the aggregate.
                  Such motor vehicle liability insurance shall be written by the
                  same insurance company that writes Grantor's If comprehensive
                  general liability insurance policy or by an insurance company
                  having the same parent company as the insurance company
                  writing the comprehensive general liability insurance, unless
                  Bank approves another insurance company, which approval shall
                  not be unreasonably withheld;

         (h)      workers' compensation, employer's liability insurance and all
                  other statutory forms of insurance now or hereafter prescribed
                  by law and in limits not less than the statutorily required
                  amounts covering all persons employed by or on behalf of
                  Grantor on or in the Mortgaged Property. Employer's liability
                  insurance must be maintained in an amount not less than
                  $1,000,000 per occurrence or its equivalent; and

         (i)      such other insurance with respect to the Mortgaged Property in
                  such amounts as may from time to time be required by Bank
                  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 and
                  type of buildings and improvements, their construction,
                  location, use and occupancy.

All policies of insurance shall be subject to the approval of Bank as to
insurance companies, amounts, expiration dates, form and content and shall name
Trustee and Bank as additional insureds. All policies of insurance maintained by
Grantor pursuant to clauses (a) and (b) shall contain the "replacement cost
endorsement". All policies of insurance covering risks of physical loss shall
provide that losses thereunder shall be payable to Bank, as their interests may
appear, pursuant to a standard first mortgagee endorsement, without
contribution, substantially equivalent to the New York standard mortgagee
endorsement. At least 30 days prior to the expiration of any policy of
insurance, Grantor shall furnish Bank with evidence satisfactory to Bank of the
payment of the premium for, and the reissuance of a policy continuing, such
insurance as required by this Deed of Trust. All policies of insurance shall
contain an endorsement by the insurer that any loss shall be payable in
accordance with the terms of such policy notwithstanding any act or negligence
of Grantor which might otherwise give rise to a defense by the insurer to its
payment for such loss and a waiver by the insurer of all rights of subrogation
to any rights of Trustee or Bank or any of them and of all rights of setoff,
counterclaim or deduction against the insureds. All policies of insurance shall
also contain a provision to the effect that any cancellation of or amendment to
such insurance, including any reduction in the scope or limits of coverage,
shall not be effective as to

<PAGE>


Bank without at least 30 days' prior written notice to Bank. Grantor shall not
take out separate insurance with respect to the Mortgaged Property concurrent in
form or contributing in the event of loss with that required by this Deed of
Trust unless the same shall contain a standard non contributory lender's loss
payable endorsement in favor of and in scope and form satisfactory to Bank.

         2.05. DAMAGE OR CONDEMNATION. In the event of any damage to or
destruction of the Improvements or the Equipment or any part thereof as a result
of any casualty ("Damage"), or in the event the Land, the Improvements or the
Equipment or any part thereof are taken or damaged as the result of the exercise
of the power of eminent domain or as the result of any other governmental action
for which compensation shall be given by any Governmental Authority
("Condemnation"), or if Grantor shall receive any notice or advice of any
Condemnation proceedings, Grantor shall give prompt notice thereof to Bank. Bank
shall have the right, and is hereby authorized and empowered and irrevocably
appointed attorney-in-fact of Grantor, to settle, adjust or compromise any
claims by any insureds for Damage under any policy or policies of insurance
required to be maintained by this Deed of Trust, or any claims for awards or
other compensation payable in connection with any Condemnation, except, so long
as no Event of Default exists, those claims involving amounts of less than
$50,000.

         2.06. APPLICATION OF INSURANCE PROCEEDS AND CONDEMNATION AWARDS.

         (a)      BENEFICIARY ELECTION. All proceeds of the insurance required
                  to be maintained by this Deed of Trust (including proceeds of
                  business interruption or loss of rental value insurance)
                  payable in connection with any Damage, and all awards or other
                  compensation payable in connection with any Condemnation,
                  shall be deposited with Bank, except that any such proceeds or
                  awards or other compensation aggregating less than $50,000
                  shall not be required to be so deposited. Such proceeds or
                  awards or other compensation (after deducting therefrom all
                  costs and expenses, including reasonable attorneys' fees,
                  incurred by Bank in connection with the collection thereof
                  regardless of the particular nature thereof and whether
                  incurred with or without suit) ("Net Proceeds"), shall be
                  applied by Bank at Bank's option (x) to the payment of the
                  Secured Obligations in such order as Bank may determine (but
                  on a pro rata basis among the Note) or (y) to the payment of
                  the costs of restoring the Improvements and Equipment so
                  damaged or taken to their value, utility and condition
                  immediately prior to such Damage or Condemnation, including
                  the payment of all debt service on the Note as the same
                  becomes due until completion of the restoration (collectively,
                  "Restoration Costs"); provided, however, that, with respect to
                  any Damage or Condemnation occurring after completion of
                  construction of the Phase III Improvements at the request of
                  Grantor, Bank shall elect to apply the Net Proceeds as set
                  forth in clause (y) if no Event of Default or Potential
                  Default (as defined in the Loan Agreement) shall have occurred
                  and be continuing and if, in the sole judgment of Bank, (i)
                  the Improvements and Equipment so damaged can be restored
                  substantially to the

<PAGE>


                  value, utility and condition thereof immediately prior to such
                  Damage or Condemnation, (ii) the Net Proceeds deposited with
                  Bank, together with such supplemental amounts deposited by
                  Grantor with Bank for the purpose, shall be sufficient to pay
                  all Restoration Costs, (iii) such restoration can be expected
                  to be completed by the Maturity Date (as defined in the Note),
                  (iv) in the case of a Condemnation, the Land taken will not
                  materially adversely affect the value or utility of the
                  Facility (as defined in the Loan Agreement) even if the
                  Improvements and Equipment can be restored and (v) such Damage
                  or Condemnation and the time to complete such restoration
                  shall not materially adversely affect the ability of Borrower
                  to pay and perform its obligations under the Note and the
                  other Loan Documents, or the ability of Grantor to pay the
                  Secured Obligations, during such restoration or thereafter.

         (b)      APPLICATION TO RESTORATION. If Bank elects to apply the Net
                  Proceeds to the Restoration Costs, Grantor shall deposit with
                  Bank such additional amounts of money as may be necessary so
                  that the Net Proceeds and such additional monies
                  (collectively, "Restoration Funds") will be sufficient, in the
                  reasonable judgment of Bank, to pay all Restoration Costs
                  during such restoration. Provided that no Event of Default
                  shall have occur-red and be continuing or exist, such
                  Restoration Funds will be advanced by Bank from time to time
                  as the restoration work progresses upon the written request of
                  Grantor subject to compliance by Grantor with such reasonable
                  requirements and conditions as Bank shall impose, such
                  requirements and conditions to be substantially equivalent to
                  those imposed by Bank for advances of loan proceeds under the
                  Loan Agreement and to include those terms and conditions set
                  forth in Section 2.06(c). Bank shall not be required to apply
                  Restoration Funds as aforesaid unless they reasonably
                  determine that the amount thereof remaining after payment of
                  the amount requested will be sufficient to pay the Restoration
                  Costs in full, and Grantor shall promptly deposit with Bank
                  the amount of any deficiency, to be held and disbursed by Bank
                  as Restoration Funds in accordance with the provisions of this
                  Section 2.06. Upon completion of such restoration to the
                  satisfaction of Bank and the payment of the Restoration Costs
                  in full, the balance of any Restoration Funds not required to
                  be disbursed shall (i) in the case of a Damage, be disbursed
                  to Grantor or as Grantor may direct and (ii) in the case of a
                  Condemnation, be applied to the payment of the Secured
                  Obligations in such order as Bank may determine (but on a pro
                  rata basis among the Note) until the same have been paid in
                  full and then to Grantor or as Grantor may direct.

         (c)      PERMITS; PLANS; CONTRACTS. All restoration work following any
                  Damage or Condemnation pursuant to this Deed of Trust shall be
                  subject to the following terms and conditions:

<PAGE>


                  (i)      no work shall be undertaken unless Grantor shall have
                           procured and paid for all permits, approvals and
                           authorizations of all Governmental Authorities
                           required in connection with all of the work; and

                  (ii)     all work involving estimated Restoration Costs of
                           more than $25,000 (exclusive of debt service on the
                           Note) (x) shall be designed, constructed and
                           completed in accordance with detailed plans and
                           specifications and cost estimates acceptable to Bank
                           and prepared by an architect or engineer selected by
                           Grantor and reasonably satisfactory to Bank and (y)
                           shall be performed pursuant to fixed price
                           construction contracts which are secured by payment
                           and performance bonds in the amount of such
                           contracts, such contracts and bonds to be in form and
                           substance, and with contractors and sureties,
                           reasonably satisfactory to Bank and to be executed
                           and delivered prior to the commencement of any of the
                           work.

         (d)      PAYMENT OF DEFICIENCY. If (i) in the reasonable judgment of
                  Bank the Mortgaged Property cannot be restored substantially
                  to the value, utility and condition thereof immediately prior
                  to such Damage or Condemnation or such restoration cannot be
                  expected to be completed by the Maturity Date and (ii) the Net
                  Proceeds are not sufficient to pay the Secured Obligations in
                  full, Grantor shall promptly pay the deficiency.

         2.07 TAXES AND IMPOSITIONS; MECHANICS' CLAIMS. Grantor shall pay,
before any fine, penalty, interest or cost attaches thereto, and in any event
not less than 10 days prior to the delinquency thereof, all taxes and
assessments, general and special, all water and sewer rents and all governmental
charges and levies of any kind or nature whatsoever, which are now or hereafter
assessed or imposed upon the Mortgaged Property or Grantor or become due and
payable from Grantor or create a lien upon the Mortgaged Property (all such
taxes, assessments, rents, charges and levies being herein collectively called
"Impositions"), as well as all claims for labor, materials or services which, if
unpaid, might become a lien thereon (herein collectively called "Mechanics'
Claims"), and shall furnish to Bank, as soon as reasonably possible, official
receipts of the appropriate taxing or other authority, or other proof
satisfactory to Bank, evidencing the payment of all Impositions; provided,
however, that if by law any Imposition is payable, or may at the option of the
taxpayer be paid, in installments, Grantor may pay the same, or cause the same
to be paid, together with any accrued interest on the unpaid balance thereof, in
installments as the same become due and before any fine, penalty, interest or
cost may be added thereto for the nonpayment thereof; and provided, further,
that, if Grantor (a) contests the validity or amount of any Imposition or
Mechanic's Claim in good faith and by appropriate proceedings which operate to
prevent any execution on any portion of the Mortgaged Property, (b) deposits and
maintains with Bank a bond or other security satisfactory to Bank in such amount
as Bank shall require to assure the discharge thereof, (c) furnish to Bank an
endorsement to each of Bank' title insurance policies insuring over such
Imposition or Mechanics' Claim and (d) thereafter diligently proceeds

<PAGE>


to cause such Imposition or Mechanics' Claim to be removed, paid or discharged
of record, Grantor may defer payment thereof during the pendency of such
contest.

         2.08. TAX AND INSURANCE ESCROW. If requested by Bank upon the
occurrence of an Event of Default, Grantor shall pay to Bank on the first day of
each calendar month a sum equal to one twelfth (1/12th) of the real estate taxes
on the Mortgaged Property and premiums for insurance required hereby so as to
enable Bank to pay the same at least thirty days before they become due. Amounts
so paid shall not be trust funds but may at the option of Bank be commingled
with general funds of Bank. No interest shall be paid on such amounts. If an
Event of Default shall occur, Bank shall have the right to apply any amounts
paid to Bank under this Section 2.08 against all or any part of the Secured
Obligations. If such real estate taxes and insurance premiums shall exceed the
amounts paid into escrow under this Section 2.08, Grantor shall on demand pay
the deficiency. Grantor shall furnish to Bank tax and insurance bills in
sufficient time to enable Bank to pay such taxes and premiums, before interest
and penalties accrue thereon.

         2.09. [INTENTIONALLY OMITTED.]

         2.10. SECURITY INTEREST

         (a)      UCC SECURITY INTEREST. This Deed of Trust constitutes both a
                  mortgage and a "security agreement" within the meaning of the
                  Uniform Commercial Code of the applicable jurisdiction (the
                  "UCC") , and the Mortgaged Property includes both real and
                  personal property and all other rights and interests, whether
                  tangible or intangible in nature, of Grantor in the Mortgaged
                  Property. Grantor by executing and delivering this Deed of
                  Trust has granted to Trustee and Bank, as security for the
                  Secured Obligations, a security interest in and to those
                  portions of the Mortgaged Property in which a security
                  interest can be granted under the UCC. Portions of the
                  Mortgaged Property are or are to become fixtures as defined in
                  the UCC. This Deed of Trust constitutes and is effective as a
                  fixture filing as provided in Section 9402 of the UCC. This
                  Deed of Trust secures an obligation incurred for the
                  construction of improvements on the Land and is a
                  "construction mortgage" under Section 9313 of the UCC.

         (b)      LOCATIONS. Grantor shall maintain and keep the Equipment on
                  the Land; shall maintain and keep its principal place of
                  business and its chief executive office at c/o Mullan
                  Enterprises, Inc., The Foxleigh Building, 2330 West Joppa
                  Road, Suite 210, Lutherville, Maryland and at no other
                  location without thirty days' prior written notice to Bank,
                  and shall maintain and keep its records concerning the
                  Mortgaged Property at the Improvements and at no other
                  location without thirty days' prior written notice to Bank.

         2.11. VISITATION. Grantor shall permit such persons as any of the Bank
may designate to visit and inspect the Mortgaged Property, to examine the books,
records and documents relating

<PAGE>


to the Mortgaged Property and take copies and extracts therefrom and to discuss
the affairs of Grantor relating thereto with the officers, employees and
independent accountants of Grantor at such times and as often as any of the Bank
may reasonably request. Grantor hereby authorizes such officers, employees and
independent accountants to discuss with Bank such affairs of Grantor.

         2.12. LITIGATION AFFECTING MORTGAGED PROPERTY. Grantor shall appear in
and contest any action or proceeding purporting to affect the security hereof,
the validity or priority of the lien hereof or the rights or powers of Trustee
or Bank, and shall pay within a reasonable time after demand therefor all costs
and expenses, including costs of evidence of title and attorneys' fees, in any
such action or proceeding in which Trustee or Bank may appear.

         2.13 INDEMNIFICATION. Neither Trustee nor the Bank shall have any
obligation or liability by reason of this Deed of Trust (or the liens or
security interests in the Mortgaged Property granted hereby) or arising out of
the Mortgaged Property, nor shall Trustee or the Bank be required or obligated
in any manner to perform or fulfill any obligations of Grantor with respect to
the Mortgaged Property. Grantor hereby agrees to indemnify and defend Trustee
and Bank against, and hold Trustee and the Bank harmless from, all costs, fines,
penalties, fees (including, without limitation, attorneys' fees), expenses,
liabilities, losses, claims and damages that may at any time be asserted against
or incurred by Trustee or the Bank as a result of, or arising out of, or in any
way related to or by reason of this Deed of Trust (or the liens or security
interests in the Mortgaged Property granted hereby), the Loan Agreement or any
other Loan Document or any transaction contemplated hereby or thereby, or any
event or matter involving the Mortgaged Property, including any cost, fine,
penalty, fee, expense, liability, loss, or damage arising from or related to any
Law concerning disabled individuals or any Law concerning Hazardous Substances
or other environmental matters and including any and all claims and demands
whatsoever which may be asserted against Trustee or the Bank by reason of any
alleged obligation on its part to perform or discharge any obligation with
respect to the Mortgaged Property.

         2.14 ACTIONS BY TRUSTEE OR BANK TO PRESERVE MORTGAGED PROPERTY. If
Grantor shall fail to (a) effect, maintain and keep in force the insurance
required under the provisions of Section 2.04, (b) make the payments required by
Section 2.07 or (c) pay, perform or observe any of the other obligations
required by this Deed of Trust or any other Loan Document to be paid, performed
or observed by Grantor, then Trustee or Bank or any of them may effect,
maintain, keep in force, pay, perform or observe the same. In connection
therewith, Trustee or any of the Bank shall have the right, but not the
obligation, (i) to enter upon and take possession of the Mortgaged Property;
(ii) to make such additions, alterations, repairs and improvements to the
Mortgaged Property as Trustee or any of the Bank may consider necessary or
proper to keep the same in good condition and repair; (iii) to appear and
participate in any action or proceeding affecting or which may affect the
security hereof or thereof or the rights or powers of Trustee or any of the Bank
hereunder or thereunder; (iv) to contest or compromise any lien, encumbrance or
charge which in the judgment of Trustee or any of the Bank may affect the
security of this Deed of Trust or any other Loan Document, or to discharge the
same, either by paying the amount

<PAGE>


claimed to be due or depositing in court a bond for the amount claimed or
otherwise giving security for such claim, or in such other manner as is or may
be prescribed by law; and (v) in exercising such powers, to pay necessary
expenses including the fees and expenses of attorneys and all necessary or
desirable consultants. All sums so expended by Trustee or any of the Bank or
expended to sustain the lien or estate or security interest created by this Deed
of Trust or any other Loan Document or the priority hereof or thereof, or to
protect or enforce any of the rights of Trustee or any of the Bank under the
terms of this Deed of Trust or any other Loan Document, or to recover or enforce
any of the Secured Obligations or otherwise to secure the performance of any
obligation of Grantor under this Deed of Trust or any other Loan Document, shall
be paid by Grantor within five days after demand with interest at the Default
Rate (as defined in the Note) until paid. In any action or proceeding to
foreclose this Deed of Trust, or to recover, collect or enforce the Secured
Obligations, the provisions of law respecting the recovery of costs,
disbursements and allowances shall prevail unaffected by this covenant.

         2.15. ESTOPPEL CERTIFICATES. Grantor, within five days after notice
from any of the Bank, shall furnish to Bank a statement stating the amount of
the Secured Obligations and stating whether any offsets or defenses exist
against the Secured Obligations. Upon the reasonable request of Grantor (not
more frequently than once every six months), Bank, within five days of such
request, shall furnish to Grantor a statement stating the amount of the Secured
Obligations.


                         ARTICLE III NEGATIVE COVENANTS

         Grantor covenants to Trustee and Bank as follows:

         3.01. LIENS; LEASES. Grantor shall not create, permit to accrue or
suffer to exist any assignment, mortgage, lien, security interest, pledge,
conditional sale or other title retention agreement, encumbrance or charge of,
in, to or upon the Mortgaged Property, other than Permitted Encumbrances.
Grantor shall not, without the prior written consent of the Bank, lease (as
lessee) any of the Equipment or Improvements.

         3.02. MODIFICATIONS TO PROPERTY RESTRICTIONS. Grantor shall not
initiate, join in or consent to any change in any private covenant, zoning
ordinance or other public or private restriction which would detract from or
limit the value or utility of the Mortgaged Property.

         3.03. HAZARDOUS SUBSTANCES. Grantor shall not (a) cause, permit or
allow the deposit or creation of, or permit the existence of, any Hazardous
Substances (other than Permitted Substances) at, on, in or under the Mortgaged
Property; (b) use, permit or allow the use of Hazardous Substances (other than
Permitted Substances) at, on, in or under the Mortgaged Property; or (c) cause,
permit or allow the release or threatened release of any Hazardous Substances
at, on, in, under or from the Mortgaged Property.

         3.04. DISSOLUTION; CHANGE OF BUSINESS. Grantor shall not dissolve,
merge or consolidate with any other person or sell, transfer or otherwise
dispose of all or a substantial portion of its

<PAGE>


assets. Grantor shall engage only in the business of constructing, owning and
operating the Improvements as a continuing care facility and shall not engage in
any other business.


                                   ARTICLE IV
                           EVENTS OF DEFAULT; REMEDIES

         4.01. EVENTS OF DEFAULT. An Event of Default shall mean the occurrence
or existence of one or more of the following events or conditions (whatever the
reason for such Event of Default and whether voluntary, involuntary or effected
by operation of law):

         (a)      Borrower shall fail to pay when due principal of the Note and
                  such failure shall have continued for a period of more than
                  five days after Bank shall have given Borrower notice of such
                  non-payment; or

         (b)      Borrower or Grantor shall fail to pay when due interest on the
                  Note or any other amount due hereunder or under the Note or
                  any other Loan Document and such failure shall have continued
                  for a period of five days after Bank shall have given Borrower
                  notice of such non-payment; or

         (c)      Any representation or warranty made by Borrower, Grantor or
                  any Guarantor (as defined in the Loan Agreement) under this
                  Deed of Trust or any other Loan Document or any statement made
                  by Borrower, Grantor or any Guarantor in any financial
                  statement, certificate, report, exhibit or document furnished
                  by Borrower, Grantor or any Guarantor to Bank pursuant to or
                  in connection with this Deed of Trust or any other Loan
                  Document shall prove to have been false or misleading in any
                  material respect as of the time when made (including by
                  omission of material information necessary to make such
                  representation, warranty or statement not misleading); or

         (d)      Grantor shall default in the performance or observance of any
                  covenant contained in Sections 2.03, 2.04 or 2.16 or in
                  Article III; or

         (e)      Grantor shall default in the performance or observance of any
                  other covenant, agreement or duty under this Deed of Trust and
                  such default shall have continued for a period of thirty days
                  after written notice thereof to Grantor; or

         (f)      Grantor or Borrower or any Guarantor shall default in the
                  performance or observance of any covenant, agreement or duty
                  under the Note or any other Loan Document beyond any period of
                  grace with respect thereto; or

         (g)      An Event of Default set forth in the Loan Agreement, the
                  Guaranty or any other Loan Document shall occur; or

<PAGE>


         (h)      Grantor or Borrower or any Guarantor (i) shall default in any
                  payment of any obligation (or set of related obligations) in
                  respect of Indebtedness in excess of $500,000 in aggregate
                  amount beyond any period of grace with respect thereto or,- if
                  such obligation or obligations is or are payable or repayable
                  on demand, shall fail to pay or repay such obligation or
                  obligations when demanded or (ii) shall default in the
                  observance of any covenant, term or condition contained in any
                  agreement or instrument by which such obligation or
                  obligations is or are created, secured or evidenced if the
                  effect of such default is to cause, or to permit the holder or
                  holders of such obligation or obligations (or a trustee or
                  Bank on behalf of such holder or holders) to cause, all or
                  part of such obligation or obligations to become due before
                  its or their otherwise stated maturity; or

         (i)      One or more judgments for the payment of money shall have been
                  entered against Grantor or Borrower or any Guarantor, which
                  judgment or judgments exceed $100,000 in the aggregate, and
                  such judgment or judgments shall have remained undischarged
                  and unstayed for a period of thirty consecutive days; or

         (j)      A writ or warrant of attachment, garnishment, execution,
                  distraint or similar process shall have been issued against
                  Grantor or Borrower or any Guarantor or any of their
                  respective properties which shall have remained undischarged
                  and unstayed for a period of thirty consecutive days; or

         (k)      A material adverse change in the business, operations or
                  condition (financial or otherwise) of the Facility, Grantor,
                  Borrower shall have occurred; or

         (l)      Grantor shall sell or otherwise convey or transfer the
                  Mortgaged Property or any part thereof, or Grantor or any
                  Guarantor shall merge with or into or consolidate with any
                  Person (as defined in the Loan Agreement), or any stock of
                  Grantor or any Guarantor shall have been transferred, pledged,
                  levied upon or encumbered; or

         (m)      A proceeding shall have been instituted in respect of Grantor
                  or Borrower or any Guarantor

                  (i)      seeking to have an order for relief entered in
                           respect of Grantor or Borrower or such Guarantor, or
                           seeking a declaration or entailing a finding that
                           Grantor or Borrower or such Guarantor is insolvent or
                           a similar declaration or finding, or seeking
                           dissolution, winding-up, charter revocation or
                           forfeiture, liquidation, reorganization, arrangement,
                           adjustment, composition or other similar relief with
                           respect to Grantor or Borrower or such Guarantor, its
                           assets or its debts under any law relating to
                           bankruptcy, Insolvency, relief of debtors or
                           protection of creditors,

<PAGE>


                           termination of legal entities or any other similar
                           law now or hereafter in effect, or

                  (ii)     seeking appointment of a receiver, trustee,
                           custodian, liquidator, assignee, sequestrator or
                           other similar official for Grantor or Borrower or
                           such Guarantor or for all or any substantial part of
                           its property, and such proceeding shall result in the
                           entry, making or grant of any such order for relief,
                           declaration, finding, relief or appointment, or such
                           proceeding shall remain undismissed and unstayed for
                           a period of sixty consecutive days; or

         (n)      Grantor or Borrower or any Guarantor shall become insolvent,
                  shall become generally unable to pay its debts as they become
                  due, shall voluntarily suspend transaction of its business,
                  shall make a general assignment for the benefit of creditors,
                  shall institute a proceeding described in Section 4.01(m)(i)
                  or shall consent to any such order for relief, declaration,
                  finding or relief described therein, shall institute a
                  proceeding described in Section 4.01(m)(ii) or shall consent
                  to any such appointment or to the taking of possession by any
                  such official of all or any substantial part of its property
                  whether or not any such proceeding is instituted, shall
                  dissolve, wind-up or liquidate itself or any substantial part
                  of its property, or shall take any action in furtherance of
                  any of the foregoing.

         4.02 REMEDIES.

         (a)      Primary Remedies. If an Event of Default shall occur, Bank or
                  Trustee (at the direction of Bank) for and on behalf of Bank,
                  may by notice to Grantor, declare the Secured Obligations
                  immediately due and payable without presentment, demand,
                  protest or further notice of any kind, all of which are hereby
                  expressly waived; provided, however, that, in the case of an
                  Event of Default specified in subsections (m) or (n) of
                  Section 4.01, the Secured Obligations shall automatically
                  become due and payable without presentment, demand, protest or
                  notice of any kind, all of which are hereby expressly waived;
                  and Bank or Trustee (at the direction of Bank) may, and if
                  requested by Bank, Trustee shall, exercise any other right,
                  power or remedy available to it at law or in equity, hereunder
                  or under any other Loan Document without demand, protest or
                  notice of any kind, all of which are hereby expressly waived,
                  except such as is expressly required hereby or by such other
                  Loan Document. Without limiting the generality of the
                  foregoing, Bank or Trustee (at the direction of Bank) may, and
                  if requested by Bank, Trustee shall:

                  (i)      enter and take possession of the Mortgaged Property
                           or any part thereof, exclude Grantor and all persons
                           claiming under Grantor wholly or partly therefrom,
                           and operate, use, manage and control the same, or
                           cause the same to be operated by a person selected by
                           Bank, either in the name of

<PAGE>


                           Grantor or otherwise, and upon such entry, from time
                           to time, at the expense of Grantor and of the
                           Mortgaged Property, make all such repairs,
                           replacements, alterations, additions or improvements
                           thereto as Bank may deem proper, and collect and
                           receive the rents, revenues, issues, profits,
                           royalties, income and benefits thereof and apply the
                           same to the payment of all expenses which Bank or
                           Trustee may be authorized to incur under the
                           provisions of this Deed of Trust and applicable law,
                           the remainder to be applied to the payment,
                           performance and discharge of the Secured Obligations
                           in such order as Bank may determine until the same
                           have been paid in full;

                  (ii)     institute an action for the foreclosure of this Deed
                           of Trust and the sale of the Mortgaged Property
                           pursuant to the judgment or decree of a court of
                           competent jurisdiction;

                  (iii)    sell the Mortgaged Property to the highest bidder or
                           bidders at public auction at a sale or sales held at
                           such place or places and time or times and upon such
                           notice and in accordance with the provisions of
                           Section 7-105, Real Property Article Annotated Code
                           of Maryland, as amended, and Rules W70 through W77 of
                           the Maryland Rules of Procedure, as amended, or
                           otherwise in such manner as may be required by law,
                           or in the absence of any such requirement, as Bank
                           may deem appropriate, and from time to time adjourn
                           such sale by announcement at the time and place
                           specified for such sale or for such adjourned sale or
                           sales without further notice except such as may be
                           required by law and the Grantor grants to the Trustee
                           a power of sale and assents to the passage of a
                           decree for the sale of the Mortgaged Property upon
                           the occurrence of an Event of Default hereunder;

                  (iv)     take all steps to protect and enforce the rights of
                           Trustee and Bank under this Deed of Trust by suit for
                           specific performance of any covenant herein
                           contained, or in aid of the execution of any power
                           herein granted or for the enforcement of any other
                           rights; and/or

                  (v)      exercise any or all of the rights and remedies
                           available to a secured party under the UCC, including
                           the right to (A) enter the Mortgaged Property and
                           take possession of the Equipment without demand or
                           notice and without prior judicial hearing or legal
                           proceedings, which Grantor hereby expressly waives,
                           (B) require Grantor to assemble the Equipment, or any
                           portion thereof, and make it available to Bank at a
                           place or places designated by Bank and reasonably
                           convenient to both parties and (C) sell all or any
                           portion of the Equipment at public or private sale,
                           without prior notice to Grantor except as otherwise
                           required by law (and if notice is required by

<PAGE>


                           law, after ten days' prior written notice), at such
                           place or places and at such time or times and in such
                           manner and upon such terms, whether for cash or on
                           credit, as Bank in its sole discretion may determine.
                           As to any property subject to Article 9 of the UCC
                           included in the Mortgaged Property, Bank or Trustee
                           may proceed under the UCC or proceed as to both real
                           and personal property in accordance with the
                           provisions of this Deed of Trust and the rights and
                           remedies that Bank or Trustee may have at law or in
                           equity, in respect of real property, and treat both
                           the real and personal property included in the
                           Mortgaged Property as one parcel or package of
                           security. Grantor shall have the burden of proving
                           that any sale pursuant to this Section 4.02(a) or
                           pursuant to the UCC was conducted in a commercially
                           unreasonable manner.

         (b)      RECEIVER. If an Event of Default shall occur, Bank or Trustee
                  shall be entitled as a matter of right to the appointment of a
                  receiver of the Mortgaged Property and the rents, revenues,
                  issues, profits, royalties, income and benefits thereof,
                  without notice or demand, and without regard to the adequacy
                  of the security for the Secured Obligations or the solvency of
                  Grantor.

         (c)      ENVIRONMENTAL SITE ASSESSMENTS. If an Event of Default shall
                  occur, Grantor shall permit such persons as Bank may designate
                  ("Site Reviewers") to visit the Mortgaged Property and perform
                  environmental site investigations and assessments ("Site
                  Assessments") on the Mortgaged Property for the purpose of
                  determining whether there exists on the Mortgaged Property any
                  environmental condition which could result in any liability,
                  cost or expense to the owner or occupier of the Mortgaged
                  Property. Such Site Assessments may include both above and
                  below the ground testing for environmental damage or the
                  presence of Hazardous Substances on the Mortgaged Property and
                  such other tests on the Mortgaged Property as may be necessary
                  to conduct the Site Assessments in the opinion of the Site
                  Reviewers. Grantor will supply to the Site Reviewers such
                  historical and operational information regarding the Mortgaged
                  Property as may be reasonably requested by the Site Reviewers
                  to facilitate the Site Assessments and will make available for
                  meetings with the Site Reviewers appropriate personnel having
                  knowledge of such matters. The cost of performing all Site
                  Assessments shall be paid by Grantor within five days after
                  demand by Bank with interest at the Default Rate until paid

         (d)      RIGHT OF SET-OFF. If an Event of Default shall occur, Bank and
                  the holder of any participation in the Note shall have the
                  right, in addition to all other rights and remedies available
                  to them, to set-off against and to appropriate and apply to
                  the unpaid balance of the Note and all other obligations of
                  Grantor hereunder or under any other Loan Document any debt
                  owing to, and any other funds held in any manner for the
                  account of, Grantor by Bank or such holder, including all
                  funds in all deposit accounts (general or special) now or
                  hereafter maintained by Grantor

<PAGE>


                  with the Bank or such holder. Such right shall exist whether
                  or not the Bank or any such holder shall have made any demand
                  under the Note or any such participation or any other Loan
                  Document and whether or not the Note or such participation or
                  such other obligations are matured or unmatured. Grantor
                  hereby confirms the foregoing arrangements and each such
                  Beneficiary's or holder's right of banker's lien and set-off
                  and nothing in this Deed of Trust or any other Loan Document
                  shall be deemed any waiver or prohibition of any such
                  Beneficiary's or holder's right of banker's lien or set-off.

         (e)      SALES BY PARCELS. In any sale made under or by virtue of this
                  Deed of Trust or pursuant to any judgment or decree of court,
                  the Mortgaged Property may be sold in one or more parts or
                  parcels or as an entirety and in such order as Bank or Trustee
                  may elect, without regard to the right of Grantor, or any
                  person claiming under them, to the marshalling of assets.

         (f)      EFFECT OF SALE. The purchaser at any sale made under or by
                  virtue of this Deed of Trust or pursuant to any judgment or
                  decree of court shall take title to the Mortgaged Property or
                  the part thereof so sold free and discharged of the estate of
                  Grantor therein, the purchaser being hereby discharged from
                  all liability to see to the application of the purchase money.
                  Any person, including any of the Bank may purchase at any such
                  sale. Trustee is hereby irrevocably appointed the attorney-in-
                  fact of Grantor in its name and stead to make all appropriate
                  transfers and deliveries of the Mortgaged Property or any
                  portions thereof so sold and, for this purpose, Trustee may
                  execute all appropriate instruments of transfer, and may
                  substitute one or more persons with like power, Grantor hereby
                  ratifying and confirming all that its said attorneys or such
                  substitute or substitutes shall lawfully do by virtue hereof.
                  Nevertheless, Grantor shall ratify and confirm, or cause to be
                  ratified and confirmed, any such sale or sales by executing
                  and delivering, or by causing to be executed and delivered, to
                  Trustee or Bank or to such purchaser or purchasers all such
                  instruments as may be advisable, in the judgment of Trustee or
                  Bank, for the purpose, and as may be designated, in such
                  request. Any sale or sales made under or by virtue of this
                  Deed of Trust, to the extent not prohibited by law, shall
                  operate to divest all the estate, right, title, interest,
                  property, claim and demand whatsoever, whether at law or in
                  equity, of Grantor in, to and under the Mortgaged Property, or
                  any portions thereof so sold, and shall be a perpetual bar
                  both at law and in equity against Grantor, its successors and
                  assigns, and against any and all persons claiming or who may
                  claim the same, or any part thereof, by, through or under
                  Grantor, or its successors or assigns. The powers and agency
                  herein granted are coupled with an interest and are
                  irrevocable.

         (g)      EVICTION OF GRANTOR AFTER SALE. If Grantor fails or refuses to
                  surrender possession of the Mortgaged Property after any sale
                  thereof, Grantor shall be deemed a tenant at sufferance,
                  subject to eviction by means of forcible entry and detainer

<PAGE>


                  proceedings, provided that this remedy is not exclusive or in
                  derogation of any other right or remedy available to Trustee
                  or Bank or any purchaser of the Mortgaged Property under any
                  provision of this Deed of Trust or pursuant to any judgment or
                  decree of court.

         (h)      CONFESSION OF JUDGMENT FOR ELECTMENT. For the purposes of the
                  remedies afforded Bank and Trustee in Section 4.02(a), Grantor
                  hereby authorizes any attorney of any court of record to
                  appear for Grantor to sign an agreement for entering an
                  amicable action of ejectment for possession of any of the
                  Mortgaged Property and to confess judgment thereon against
                  Grantor in favor of Bank and Trustee, whereupon a writ may
                  forthwith issue for the immediate possession of any of the
                  Mortgaged Property, without any prior writ or proceeding
                  whatsoever; and for so doing, this Deed of Trust or a copy
                  hereof verified by affidavit shall be a sufficient warrant.

         (i)      INSURANCE POLICIES. In the event of a foreclosure sale
                  pursuant to this Deed of Trust or other transfer of title or
                  assignment of the Mortgaged Property in extinguishment, in
                  whole or in part, of the Secured Obligations, all right, title
                  and interest of Grantor in and to all policies of insurance
                  required under the provisions of Section 2.04 shall inure to
                  the benefit of and pass to the successor in interest of
                  Grantor or the purchaser or grantee of the Mortgaged Property
                  or any part thereof so transferred.

         4.03 APPLICATION OF PROCEEDS. The proceeds of any sale made either
under the power of sale hereby given or under a judgment, order or decree made
in any action to foreclose or to enforce this Deed of Trust, shall be applied:

         (a)      first to the payment of (i) all costs and expenses of such
                  sale, including reasonable attorneys' fees, appraiser's fees
                  and costs of procuring title searches, title insurance
                  policies and similar items and the reasonable fees and
                  expenses of Trustee and (ii) all charges, expenses and
                  advances incurred or made by the Bank or Trustee in order to
                  protect the lien or estate created by this Deed of Trust or
                  the security afforded hereby including any expenses of
                  entering, taking possession of and operating the Mortgaged
                  Property;

         (b)      then to the payment of any other Secured Obligations in
                  accordance with the Inter Creditor Agreement described in
                  Section 6.15 herein; and

         (c)      any balance thereof shall be paid to Grantors, or to whosoever
                  shall be legally entitled thereto, or as a court of competent
                  jurisdiction may direct.

         4.04 RIGHT TO SUE WITHOUT PREJUDICE. If an Event of Default shall
occur, Trustee or Bank shall have the right from time to time to cause a sale of
the Mortgaged Property under the

<PAGE>


provisions of this Deed of Trust or to sue for any sums required to be paid by
Grantor under the terms of this Deed of Trust as the same respectively become
due, without regard to whether or not the Secured Obligations shall be due and
without prejudice to the right of Trustee or Bank thereafter to cause any such
sale or to being any action or proceeding of foreclosure or otherwise, or to
take other action, in respect of any Event of Default existing at the time such
earlier action or proceeding was commenced.

         4.05 POWER TO MODIFY DOCUMENTS. Bank may at any time or from time to
time, without the consent of any junior lien or encumbrances and without any
obligation to give notice of any kind to any person and without in any manner
affecting the priority of the lien or security interest of this Mortgage on or
in any part of the Mortgaged Property (but subject, in all respects, to the
provisions of the Loan Agreement), renew or extend this Deed of Trust or any
other Loan Document or amend or modify the same in any way, or waive any of the
terms, covenants or conditions hereof or thereof in whole or in part, and may
release any portion of the Mortgaged Property or any other security, and grant
such extensions and indulgences in relation to the Secured Obligations as Bank
may determine. Bank and Trustee may at any time or from time to time subordinate
the lien or security interest of this Deed of Trust to any lease of space in the
Improvements or any other agreement with respect to the occupancy or use of any
part of the Mortgaged Property, or to any easement, restrictive covenant or
other encumbrance on any part of the Mortgaged Property, or to any other lien on
or security interest in any part of the Mortgaged Property, or to any other
interest of any person in or to any part of the Mortgaged Property, in each case
without the agreement or consent of Grantor or of the tenant or other party
holding the interest to which the lien or security interest hereof is being
subordinated or of any other person having a right or interest in any of the
Mortgaged Property, without any obligation to give notice of any kind to any
person, and without in any manner affecting (except to the extent specifically
provided in the instrument effecting such subordination) the priority of the
lien or security interest of this Deed of Trust on or in any part of the
Mortgaged Property.

         4.06. REMEDIES CUMULATIVE.

         (a)      GENERALLY. No right or remedy herein conferred upon or
                  reserved to Bank or Trustee is intended to be exclusive of any
                  other right or remedy, and each and every such right and
                  remedy shall be cumulative and in addition to any other right
                  or remedy of Bank or Trustee under the Loan Documents or this
                  Deed of Trust, or at law or in equity. The failure of the Bank
                  or Trustee to insist at any time upon the strict observance or
                  performance of any of the provisions of this Deed of Trust, or
                  to exercise any right or remedy provided for herein or in the
                  Loan Documents, shall not impair any such right or remedy nor
                  be construed as a waiver or relinquishment thereof. Every
                  right and remedy given by this Deed of Trust or the Loan
                  Documents to Bank or Trustee, or to which Bank or Trustee may
                  otherwise

<PAGE>


                  be entitled, may be exercised from time to time and as often
                  as may be deemed expedient by Bank or Trustee, and no warrant
                  shall be exhausted by the exercise thereof. Bank and Trustee
                  may pursue inconsistent remedies.

         (b)      OTHER SECURITY. Bank and Trustee shall be entitled to enforce
                  payment and performance of any Secured Obligations and to
                  exercise all rights and powers under the Loan Documents or
                  this Deed of Trust, or at law or in equity, notwithstanding
                  that such Secured Obligations may now or hereafter be
                  otherwise secured. Neither the acceptance of this Deed of
                  Trust nor its enforcement, whether by court action or pursuant
                  to the power of sale or other powers herein contained, shall
                  prejudice or in any manner affect Bank's or Trustee's right to
                  realize upon or enforce any other security now or hereafter
                  held by Bank or Trustee in such order and manner as Bank or
                  any of them or Trustee in their sole discretion may determine.

         4.07. WAIVER OF STAY, EXTENSION, MORATORIUM LAWS; EQUITY OF REDEMPTION.
Grantor shall not at any time (a) insist upon, plead or in any manner whatever
claim or take any benefit or advantage of any applicable present or future stay,
extension or moratorium Law or (b) claim, take or insist upon any benefit or
advantage of any present or future Law providing for the valuation or appraisal
of the Mortgaged Property prior to any sale or sales thereof which may be made
under or by virtue of the provisions of Section 4.02; and Grantor hereby waives
all benefit or advantage of any such Law or Laws. Grantor, for itself and all
who may claim under it, hereby waives any and all rights and equities of
redemption from sale under the power of sale created hereunder or from sale
under any order or decree of foreclosure of this Deed of Trust and all notice or
notices of seizure, and all right to have the Mortgaged Property marshaled upon
any foreclosure hereof. Neither Bank nor Trustee shall be obligated to pursue or
exhaust its rights or remedies as against any part of the Mortgaged Property
before proceeding against any other part thereof and Grantor hereby waives any
right or claim of right to have Bank or Trustee proceed in any particular order.
Grantor hereby waives and releases all errors, defects and imperfections in any
proceedings instituted by Bank or either of them or Trustee under this Deed of
Trust.


                                    ARTICLE V
                                     TRUSTEE

         5.01. ACCEPTANCE BY TRUSTEE. Trustee accepts the trusts herein created
when this Deed of Trust, duly executed and acknowledged, is made a public record
as provided by law.

         5.02. DUTIES AND COMPENSATION. Trustee, by its acceptance hereof,
covenants faithfully to perform and fulfill the trusts herein created, being
liable, however, only for its negligence or misconduct, and hereby waives any
statutory fee and agrees to accept reasonable compensation from Grantor in lieu
thereof for any services rendered by it in accordance with the tenus hereof.

<PAGE>


         5.03. ACTION IN ACCORDANCE WITH INSTRUCTIONS. Upon receipt by Trustee
of instructions from Bank at any time or from time to time, Trustee shall (a)
give any notice or direction or exercise any right, remedy or power hereunder or
in respect of the Mortgaged Property as shall be specified in such instructions,
and (b) approve as satisfactory all matters required by the terms hereof to be
satisfactory to Trustee or Bank. Trustee may, but need not, take any of such
actions in the absence of such instructions.

         5.04 RESIGNATION. Trustee may resign at any time upon giving of not
less than 30 days' prior notice to Bank, but will continue to act as trustee
until its successor shall have been chosen and qualified.

         5.05 SUCCESSOR TRUSTEE. In the event of the Trustee's death, removal,
resignation, or refusal or inability to act as Trustee, Bank shall have the
irrevocable power, with or without cause, without notice of any kind, without
specifying any reason therefor, and without applying to any court, to select and
appoint a successor trustee by filing a deed or other instrument of appointment
for record in each office in which this Deed of Trust is recorded, and upon such
recordation the successor trustee shall become vested with the same powers,
rights, duties and authority of Trustee, as aforesaid, with the same effect as
if originally made Trustee hereunder. Such successor shall not be required to
give bond for the faithful performance of its duties unless required by Bank.


                                   ARTICLE VI
                                 MISCELLANEOUS

         6.01 SECURITY AND PRIORITY OF ADVANCES. This Deed of Trust secures, and
the Secured Obligations include, future advances. All advances and indebtedness
arising and accruing from time to time under the Loan Agreement shall be secured
hereby to the same extent as though the Loan Agreement were fully incorporated
in this Deed of Trust. Under the Loan Agreement advances shall be made and
indebtedness shall be incurred from time to time hereafter, but each such
advance or indebtedness shall be secured hereby as if made on the date hereof.

         6.02 CHANGES IN TAX LAW. In the event of the passage after the date of
this Deed of Trust of any Law deducting from the value of the Mortgaged
Property, for the purpose of taxation, any lien thereon, or changing in any way
the Laws now in force for the taxation of mortgages or deeds of trust, or debts
secured thereby, for state or local purposes, or the manner of the operation of
any such taxes so as to affect the interest of Bank or any of them or Trustee,
then and in such event, Grantor shall bear and pay the full amount of such
taxes, provided that if for any reason payment by Grantor of any such new or
additional taxes would be unlawful (including under the laws of usury) Bank may
either declare the whole sum secured by this Deed of Trust, with interest
thereon, to be immediately due and payable, or pay that amount or portion of
such taxes as would be unlawful to require Grantor to pay, in which event
Grantor shall concurrently therewith pay the balance of said taxes.

<PAGE>


         6.03. FURTHER ASSURANCES.

         (a)      GENERALLY. From time to time upon the request of Bank or any
                  of them or Trustee, Grantor shall promptly and duly execute,
                  acknowledge and deliver any and all such further instruments
                  and documents as Bank or any of them or Trustee may deem
                  necessary or desirable to confirm this Deed of Trust, to carry
                  out the purpose and intent hereof, or to enable Bank or
                  Trustee to enforce any of their rights hereunder

         (b)      FILINGS. Grantor immediately upon the execution and delivery
                  of this Deed of Trust, and thereafter from time to time, shall
                  cause this Deed of Trust, any supplements hereto, any
                  financing statements and each instrument of further assurance
                  to be filed, registered or recorded and refiled, reregistered
                  or rerecorded in such manner and in such places as may be
                  required by any present or future Law in order to publish
                  notice of and perfect the lien and security interest or estate
                  created by this Deed of Trust on or in the Mortgaged Property,
                  and shall pay all fees and costs in connection therewith.

         6.04 AMENDMENTS, WAIVERS, ETC. This Deed of Trust cannot be amended,
modified, waived, changed, discharged or terminated except by am instrument in
writing signed by the party against whom enforcement of such amendment,
modification, waiver, change, discharge or termination is sought.

         6.05 NO IMPLIED WAIVER. No course of dealing and no delay or failure of
Bank or any of them or Trustee in exercising any right, power or privilege under
this Deed of Trust, the Note or any other Loan Document shall affect any other
or future exercise thereof or exercise of any other right, power or privilege;
nor shall any single or partial exercise of any such right, power or privilege
or any abandonment or discontinuance of steps to enforce such a right, power or
privilege preclude any further exercise thereof or of any other right, power or
privilege.

         6.06 NOTICES. All notices, requests, demands, directions and other
communications (collectively "notices") under the provisions of this Deed of
Trust shall be in writing (including telexed communication) unless otherwise
expressly permitted hereunder or thereunder and shall be sent by first-class or
first-class express mail, or by telex or fax with confirmation in writing mailed
first-class, in all cases with charges prepaid, and any such properly given
notice shall be effective when received. All notices shall be sent to the
applicable party at its address stated on the first page hereof or in accordance
with the last unrevoked written direction from such party to the other party
hereto. Bank and Trustee may rely on any notice (including telephoned
communication) purportedly made by or on behalf of Grantor, and shall have no
duty to verify the identity or authority of the person giving such notice.

         6.07 EXPENSES: TAXES: ATTORNEYS' FEES. Grantor agrees to pay or cause
to be paid and to save Bank and Trustee harmless against liability for the
payment of all reasonable out-of-pocket expenses, including fees and expenses of
counsel for Bank, Trustee or any of them, incurred by

<PAGE>


Bank, Trustee or any of them from time to time; (a) arising in connection with
the preparation, execution, delivery and performance of this Deed of Trust, the
Note and the other Loan Documents; (b) relating to any requested amendments,
waivers or consents to this Deed of Trust, the Note or any other Loan Document;
and (c) arising in connection with Bank' or Trustee's enforcement or
preservation of rights under this Deed of Trust, the Note or any other Loan
Document, including such expenses as may be incurred by Bank, Trustee or any of
them in the collection of the Note or the realization of security given for the
Note. Grantor agrees to pay all stamp, document, transfer, recording or filing
taxes or fees and similar impositions now or hereafter determined by Bank or any
of them or Trustee to be payable in connection with this Deed of Trust, the Note
or any other Loan Documents, and Grantor agrees to save Bank and Trustee
harmless from and against any and all present or future claims, liabilities or
losses with respect to or resulting from any omission to pay or delay in paying
any such taxes, fees or impositions. Grantor agrees to pay and to save Bank
harmless against liability for the payment of all reasonable out-of-pocket
expenses incurred by Bank, or any of them, in connection with their review of
any repair, replacement, alteration, improvement or restoration to the Mortgaged
Property in connection with the requirements of Sections 2.02, 2.03 and 2.06,
including the fees and expenses of counsel for Bank or any of them and of any
architect engaged by Bank or any of them to review plans and specifications,
inspect work or provide advice with respect to determinations to be made in
connection therewith. In the event of termination adversely to Grantor of any
action at law or suit in equity in relation to this Deed of Trust, the Note or
any other Loan Document, Grantor will pay, in addition to all other sums which
Grantor may be required to pay, a reasonable sum for attorneys' fees incurred by
Bank or Trustee in connection with such action or suit. All amounts payable by
Grantor under this Section 6.07 shall be paid within five days after demand with
interest at the Default Rate until paid.

         6.08 ASSIGNMENT OF RESIDENCY AGREEMENTS. Concurrently herewith, Grantor
and Borrower have executed and delivered to Bank by separate instrument an
Assignment of Residency Agreements dated as of the date hereof and to be
recorded, pursuant to which each of Grantor and Borrower has assigned Bank all
of its right, title and interest in and to the Residency Agreements (as defined
in the Loan Agreement), including all fees payable under such Residency
Agreements, all as therein more specifically set forth, which Assignment of
Residency Agreements is incorporated herein by reference as fully and with the
same effect as if set forth herein at length.

         6.09 JURISDICTION ETC. Grantor irrevocably (a) agrees that Bank or any
of them, may bring suit, action or other legal proceedings arising out of this
Deed of Trust (other than those brought for the foreclosure or other realization
on the real property security granted hereby), the Note or any other Loan
Document, or the transactions contemplated hereby or thereby, in the courts of
the State of Iowa in Polk County, Iowa, the courts of the United States for the
Southern District of Iowa; (b) consents to the jurisdiction of each such court
in any such suit, action or proceeding; (c) waives any objection which Grantor
may have to the laying of the venue of any such suit, action or proceeding in
any of such courts; and (d) waives any right it may have to a jury trial in
connection with any suit, action or proceeding arising out of this Deed of
Trust, the Note or any other Loan Document or the transactions contemplated
hereby or thereby.

<PAGE>


         6.10 INTERPRETATION. Unless the context otherwise requires, (a) the
term "person" means an individual, corporation, partnership, trust,
unincorporated association, joint venture, joint-stock company, government
(including political subdivisions), governmental authority or agency, or any
other entity, (b) any reference in this Deed of Trust to "Grantors," "Trustee",
"Bank" or any other entity shall include its successors and assigns, (c) any
reference to an Article or Section shall refer to the specified Article or
Section of this Deed of Trust, (d) words importing the singular number include
the plural number, and vice versa, (e) the terms "hereof", "hereby", "hereto",
"hereunder" and similar terms refer to this entire Deed of Trust, (f) the term
"including" shall mean "including without limitation", and (g) any reference to
the Mortgaged Property shall refer to the Mortgaged Property or any part thereof
or any estate or interest therein. The captions or headings at the beginning of
each Article and Section hereof are for the convenience of the parties and are
not a part of this Deed of Trust.

         6.11. INVALIDITY OF CERTAIN PROVISIONS. If the security interest, lien
or estate created by this Deed of Trust is invalid or unenforceable as to any
part of the Secured Obligations, or as to any part of the Mortgaged Property,
the unsecured or partially secured portion thereof shall be completely paid
prior to the payment of the remaining and secured or partially secured portion
thereof, and all payments made thereon, whether voluntary or pursuant to
foreclosure sale or other enforcement action or procedure, shall be considered
to have been first paid on and applied to the full payment of that portion
thereof which is not secured or fully secured by this Deed of Trust.

         6.12 SEVERABILITY. If any term or provision of this Deed of Trust or
the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Deed of Trust, or the
application of such term or provision to persons or circumstances other than
those as to which it is invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Deed of Trust shall be valid and enforceable
to the fullest extent permitted by law.

         6.13 GOVERNING LAW. This Deed of Trust shall be governed by, and
construed in accordance with, the laws of the state in which the Land is
located.

         6.14 TIME OF ESSENCE; DURATION; SURVIVAL. Time is of the essence with
respect to all of Grantor's obligations under this Deed of Trust and the other
Loan Documents. All representations and warranties of Grantor contained herein
or in any other Loan Document or made in connection herewith or therewith shall
survive the making of and shall not be waived by the execution and delivery of
this Deed of Trust or the other Loan Documents, any investigation by Bank,
Trustee or any of them or the making of any loan advance under the Loan
Agreement. All covenants and agreements of Grantor contained herein or in any
other Loan Document shell continue in full force and effect from and after the
date hereof so long as Borrower may borrow under the Loan Agreement and until
payment in full of the Secured Obligations. Without limitations, it is
understood that all obligations of Grantor to make payments to or indemnify
Bank, Trustee or any of them shall survive the payment in full of the principal
of and interest on the Note.

<PAGE>


         6.15. SUCCESSORS AND ASSIGNS. This Deed of Trust shall run with the
Land and shall apply to, inure to the benefit of and bind each of the parties
hereto and their respective successors and assigns.

         6.16. INTERCREDITOR AGREEMENT. The rights of Bank under this Deed of
Trust are subject to the terms and conditions of an Intercreditor Agreement of
even date herewith among the Bank, and others which terms and conditions are
incorporated herein by reference; provided, however, that the incorporation of
the Intercreditor Agreement herein shall not be deemed to confer upon Grantor
any rights with respect to the Intercreditor Agreement, including without
limitation any rights as a third party beneficiary or rights to notice of, or to
consent to any modification, amendment or waiver of or to any term or provision
of the Intercreditor Agreement.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS DEED OF TRUST SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS DEED OF TRUST ONLY BY ANOTHER WRITTEN
AGREEMENT.

<PAGE>


         IN WITNESS WHEREOF, Grantor has duly executed and delivered this Deed
of Trust as of the date first above written.

                              THE CHESTNUT REAL ESTATE PARTNERSHIP

                              By:  BLAKEHURST JOINT VENTURE, a general
                                   partner

                                   By: Chestnut Village, Inc., a general partner

                                   By:  /s/ Arthur V. Neis
                                       -----------------------------------------

                                   Title:  Treasurer
                                          --------------------------------------


STATE OF IOWA              )
                           ) ss
COUNTY OF POLK             )

         On this, the 17 day of June, 1997, before me, the undersigned officer,
a Notary Public in and for said County and State, personally appeared Arthur V.
Neis , who acknowledged himself to be the Treasurer of Chestnut Village, Inc.,
an Iowa corporation which is a general partner of Blakehurst Joint Venture,
which is a general partner of The Chestnut Real Estate Partnership, and that as
such officer, being authorized to do so, executed the foregoing instrument on
behalf of such corporation for the purposes therein contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                     /s/ Sue Zimmerman
                                     ------------------------------------------
                                     Notary Public

                                     [Notarial Seal]

My commission expires: 12-9-99

<PAGE>


                              THE CHESTNUT REAL ESTATE PARTNERSHIP

                              By:  WEST JOPPA ROAD LIMITED PARTNERSHIP, as a 
                                   general partner

                                   By:  Rosedale Care, Inc., a general partner

                                   By:  /s/ T.F. Mullan
                                       -----------------------------------------
                                           Thomas F. Mullan, III

                                   Title:  President
                                          --------------------------------------


STATE OF MARYLAND          )
                           ) ss
COUNTY OF BALTIMORE        )

         On this, the 12th day of June, 1997, before me, the undersigned
officer, a Notary Public in and for said County and State, personally appeared
Thomas F. Mullan, III, who acknowledged himself to be the President of Rosedale
Care, Inc., a Maryland corporation which is a general partner of West Joppa Road
Limited Partnership, which is a general partner of The Chestnut Real Estate
Partnership, and that as such officer, being authorized to do so, executed the
foregoing instrument on behalf of such corporation for the purposes therein
contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                    /s/ Daun L. Smith
                                    --------------------------------------------
                                    Notary Public

                                    [Notarial Seal]

My commission expires:

         September 1, 2000

<PAGE>


                              THE CHESTNUT REAL ESTATE PARTNERSHIP

                              By:  WEST JOPPA ROAD LIMITED PARTNERSHIP, as a 
                                   general partner

                                   By:  Continental Care, Inc. a general partner

                                   By:  /s/ J.A. Luetkemeyer, Jr.
                                       -----------------------------------------

                                   Title:  President
                                          --------------------------------------

STATE OF MARYLAND          )
                           ) ss
COUNTY OF BALTIMORE        )

         On this, the 12th day of June, 1997, before me, the undersigned
officer, a Notary Public in and for said County and State, personally appeared
John A. Luetkemeyer, Jr., who acknowledges himself to be the President of
Continental Care, Inc. a Maryland corporation which is a general partner of West
Joppa Road Limited Partnership, which is a general partner of The Chestnut Real
Estate Partnership, and that as such officer, being authorized to do so,
executed the foregoing instrument on behalf of such corporation for the purposes
therein contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                    /s/ Dolores F. Schafer
                                    --------------------------------------------
                                    Notary Public

                                    [Notarial Seal]

My commission expires:   July 1, 1999

<PAGE>


                                    EXHIBIT A


                          LEGAL DESCRIPTION OF THE LAND


         BEING KNOWN AND DESIGNATED as Lot No. 2 as shown on a plat entitled,
"Amended Subdivision Plat of BLAKEHURST LIFE CARE COMMUNITY" dated March 18,
1992 and recorded among the Land Records of Baltimore County in Plat Book SM No.
64, folio 34, together with those two parcels of land binding on Lot No. 2 and
identified on the Plat as "Highway Widening Area No. 1 " containing 1. 943
acres, more or less, and "Highway Widening Area No. 3", containing 0.020 acres,
more or less.

         BEING the same property which by Deed dated March 23, 1992 and recorded
among the Land Records of Baltimore County, Maryland in Liber SM No. 9109, folio
54, was granted and conveyed by Institute of Mission Helpers of Baltimore City
to The Chestnut Real Estate Partnership.

         TOGETHER WITH the benefit of, and subject to the provisions of, that
certain Agreement of Restrictions and Purchase Option dated March 23, 1992 by
and between The Institute of Mission Helpers of Baltimore City and The Chestnut
Real Estate Partnership as recorded among the Land Records of Baltimore County
in Liber SM No. 9109, folio 141.