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                                                                    EXHIBIT 4.11

                                                                  EXECUTION COPY

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
Attn: Amy Delsack, Esq.

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               DEED OF TRUST, WITH ASSIGNMENT OF LEASES AND RENTS,
                      FIXTURE FILING AND SECURITY AGREEMENT

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             DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE
                          FILING AND SECURITY AGREEMENT

                           THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
                  FIXTURE FILING AND SECURITY AGREEMENT dated as of May [=],
                  2003 (this "Deed of Trust"), by Jafra Cosmetics International,
                  Inc., a Delaware corporation, having an office at 2451
                  Townsgate Road, Westlake Village, California 91361 (the
                  "Grantor"), to TitleServ, Inc., as trustee ("Trustee") for the
                  benefit of Credit Suisse First Boston, a bank organized under
                  the laws of Switzerland, acting through its Cayman Islands
                  branch (the "Beneficiary"), having an office at 11 Madison
                  Avenue New York, New York 10010, as Collateral Agent under the
                  Credit Agreement (as defined).

                          W I T N E S S E T H  T H A T :

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         A.       Reference is made to the Credit Agreement dated as of May [=],
2003, (and as the same may be amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") among Jafra Worldwide Holdings (Lux)
S.ar.l., a societe a responsibilite limitee organized under the laws of
Luxembourg ("Parent"), Grantor, Distribuidora Comercial Jafra, S.A. de C.V., a
sociedad anonima de capital variable organized under the laws of the United
Mexican States (the "Other Borrower"), Beneficiary and such other respective
entities that from time to time become parties thereto pursuant to which Grantor
has requested that Beneficiary make term loans and revolving credit loans in an
aggregate principal amount of $90,000,000 (the "Loans") to Grantor and the Other
Borrower for the purpose of consummating the Transactions. Each term used herein
and not otherwise defined herein shall have the meaning given to it in the
Credit Agreement.

         B.       The obligations of the Beneficiary to make the Loans under the
Credit Agreement are conditioned upon, among other things, the execution and
delivery by the Grantor of this Deed of Trust in the form hereof, to secure (a)
the due and punctual payment of (i) the principal of and premium, if any, and
interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, to the extent permitted
under Applicable Law) on the Loans to Grantor when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, to the extent
permitted under Applicable Law), of the Grantor under the Credit Agreement, this
Deed of Trust and the other Loan Documents to which the Grantor is or is to be a
party, (b) the due and punctual performance of all covenants, agreements,
obligations and liabilities of the Grantor under or pursuant to the Credit
Agreement, this Deed of Trust and the other Loan Documents, and (c) the payment
of such additional sums and the performance of all other obligations now or
hereafter owing from Grantor to Beneficiary, whether otherwise secured or not,
payable to or otherwise acquired by Beneficiary, when the document evidencing
such obligation specifically recites the recording information appearing on this
Deed of Trust and that it is intended to be secured hereby (all the obligations
referred to in this paragraph B being referred to collectively, as the
"Obligations").

         C.       This Deed of Trust secures not only existing indebtedness, but
also future or additional advances made pursuant hereto or to the Credit
Agreement, whether such advances are obligatory or optional and whether such
advances are readvances after payments permitted under the Credit Agreement.

         D.       Pursuant to the requirements of the Credit Agreement, the
Grantor is entering into this Deed of Trust to create a security interest in the
Trust Property (as defined herein) to secure the performance and payment by the
Grantor of the Obligations. The Credit Agreement also requires the granting by

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Borrowers (other than Grantor) of deeds of trust or other similar security
documents creating security interests in certain property (other than the Trust
Property) to secure the performance of the Obligations.

                                Granting Clauses

         NOW THEREFORE, IN CONSIDERATION OF the foregoing and in order to secure
(A) the due and punctual payment and performance of the Obligations, (B) the due
and punctual payment by the Grantor of all real estate taxes and insurance
premiums relating to the Trust Property and (C) all disbursements made by
Beneficiary for the payment of real estate taxes, common area charges or
insurance premiums, all fees, expenses or advances in connection with or
relating to the Trust Property pursuant to the Credit Agreement and the other
Loan Documents, and interest on such disbursements and other amounts not timely
paid in accordance with the terms of the Credit Agreement, this Deed of Trust
and the other Loan Documents, [(D) the due and punctual payment and performance
of the Grantor's obligations under the Fee Letter (E) unless otherwise agreed to
in writing by the applicable counterparty thereto, the due and punctual payment
and performance of all obligations of the Grantor under each Hedging Agreement
entered into with any counterparty (whether or not a Lender or an Affiliate
thereof) (the obligations specified in clauses (a) through (E), collectively,
the "Mortgaged Obligations"), Grantor hereby grants, conveys, mortgages, assigns
and pledges to the Trustee, IN TRUST FOREVER, with power of sale, for the
benefit of Beneficiary, a security interest in, all the following described
property (the "Trust Property") whether now owned or held or hereafter acquired:

                  (1) all Grantor's right, title and interest in all the fee
         estate in the land more particularly described on Exhibit A hereto (the
         "Land"), together with all rights appurtenant thereto, including the
         easements over certain other adjoining land granted by any easement
         agreements, covenant or restrictive agreements, if any, and all air
         rights, mineral rights, water rights, oil and gas rights and
         development rights, if any, of every kind and description relating
         thereto, including, without limitation, any water rights, and also
         together with all of the other easements, rights, privileges,
         interests, hereditaments and appurtenances thereunto belonging or in
         anyway appertaining and all of the estate, right, title, interest,
         claim or demand whatsoever of Grantor therein and in the streets and
         ways adjacent thereto, either in law or in equity, in possession or
         expectancy, now or hereafter acquired (the "Premises");

                  (2) all Grantor's right, title and interest in all buildings,
         improvements, structures, paving, parking areas, roads, utilities,
         walkways, landscaping and other infrastructure and betterments now or
         hereafter erected or located upon the Land, and all fixtures of every
         kind and type affixed to the Premises or attached to or forming part of
         any structures, buildings or improvements and replacements thereof now
         or hereafter

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         erected or located upon the Land (the "Improvements");

                  (3) all Grantor's right, title and interest in all apparatus,
         movable appliances, building materials, equipment, fittings,
         furnishings, furniture, machinery and other articles of tangible
         personal property of every kind and nature, and replacements thereof,
         now or at any time hereafter placed upon or used in any way in
         connection with the use, enjoyment, occupancy or operation of the
         Improvements or the Premises, including all of Grantor's books and
         records relating thereto and including all pumps, tanks, goods,
         machinery, tools, equipment, lifts (including fire sprinklers and alarm
         systems, fire prevention or control systems, cleaning rigs, air
         conditioning, heating, boilers, refrigerating, electronic monitoring,
         water, loading, unloading, lighting, power, sanitation, waste removal,
         entertainment, communications, computers, recreational, window or
         structural, maintenance, truck or car repair and all other equipment of
         every kind), restaurant, bar and all other indoor or outdoor furniture
         (including tables, chairs, booths, serving stands, planters, desks,
         sofas, racks, shelves, lockers and cabinets), bar equipment, glasses,
         cutlery, uniforms, linens, memorabilia and other decorative items,
         furnishings, appliances, supplies, inventory, rugs, carpets and other
         floor coverings, draperies, drapery rods and brackets, awnings,
         venetian blinds, partitions, chandeliers and other lighting fixtures,
         freezers, refrigerators, walk-in coolers, signs (indoor and outdoor),
         computer systems, cash registers and inventory control systems, and all
         other apparatus, equipment, furniture, furnishings, and articles used
         in connection with the use or operation of the Improvements or the
         Premises, it being understood that the enumeration of any specific
         articles of property shall in no way result in or be held to exclude
         any items of property not specifically mentioned (the property referred
         to in this subparagraph (3), the "Personal Property");

                  (4) all Grantor's right, title and interest in all general
         intangibles relating to design, development, operation, management and
         use of the Premises or the Improvements, all certificates of occupancy,
         entitlements, tract maps, zoning variances, building, use or other
         permits, approvals, authorizations and consents obtained from and all
         materials prepared for filing or filed with any Governmental Authority
         in connection with the development, use, operation or management of the
         Premises and Improvements, all construction, service, engineering,
         consulting, leasing, architectural and other similar contracts
         concerning the design, construction, management, operation, occupancy
         and/or use of the Premises and Improvements, all architectural
         drawings, plans, specifications, soil tests, feasibility studies,
         appraisals, environmental studies, engineering reports and similar
         materials relating to any portion of or all of the Premises and
         Improvements, all payment and performance bonds or warranties or
         guarantees relating to the Premises or the Improvements, all to the
         extent assignable (the "Permits, Plans and Warranties");

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                  (5) Grantor's interest in and rights under any and all now or
         hereafter existing leases or licenses (under which Grantor is landlord
         or licensor) and subleases (under which Grantor is sublandlord),
         concession, management, mineral or other agreements of a similar kind
         that permit the use or occupancy of the Premises or the Improvements
         for any purpose in return for any payment, or the extraction or taking
         of any gas, oil, water or other minerals from the Premises in return
         for payment of any fee, rent or royalty, including the leases described
         in Schedule A to this Deed of Trust (collectively, "Leases"), and all
         agreements or contracts for the sale or other disposition of all or any
         part of the Premises or the Improvements, now or hereafter entered into
         by Grantor, together with all charges, fees, income, issues, profits,
         receipts, rents, revenues or royalties payable thereunder ("Rents");

                  (6) all Grantor's right, title and interest in and to all real
         estate tax refunds and all proceeds of the conversion, voluntary or
         involuntary, of any of the Trust Property into cash or liquidated
         claims ("Proceeds"), including Proceeds of insurance maintained by the
         Grantor and condemnation awards, any awards that may become due by
         reason of the taking by eminent domain or any transfer in lieu thereof
         of the whole or any part of the Premises or Improvements or any rights
         appurtenant thereto, and any awards for change of grade of streets,
         together with any and all moneys now or hereafter on deposit for the
         payment of real estate taxes, assessments or common area charges levied
         against the Trust Property, unearned premiums on policies of fire and
         other insurance maintained by the Grantor covering any interest in the
         Trust Property or required by the Credit Agreement;

                  (7) all choses in action and causes of action and other
         intangible personal property of the Grantor, of every kind and nature,
         including corporate or other business records, indemnification claims,
         contract rights, goodwill, registrations, franchises and any letter of
         credit, guarantee, claim, security interest or other security held by
         or granted to the Grantor to secure payment by any Person of any of the
         accounts receivable or the performance by any purchaser or tenant under
         any lease of Trust Property or any contract or other agreement for the
         sale of Trust Property; and

                  (8) all Grantor's right, title and interest in and to all
         extensions, improvements, betterments, renewals, substitutes and
         replacements of and all additions and appurtenances to, the Land, the
         Premises, the Improvements, the Personal Property, the Permits, Plans
         and Warranties, the Leases, and any of the other tangible or intangible
         property described above, whether now owned or hereinafter acquired by
         or released to the Grantor or constructed, assembled or placed by the
         Grantor on the Land, the Premises or the Improvements, and all
         conversions of the security constituted thereby, immediately upon such
         acquisition, release, construction, assembling, placement or
         conversion, as the case may be, and

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         in each such case, without any further mortgage, deed of trust,
         conveyance, assignment or other act by the Grantor, all of which shall
         become subject to the lien of this Deed of Trust as fully and
         completely, and with the same effect, as though now owned by the
         Grantor and specifically described herein.

         TO HAVE AND TO HOLD the Trust Property unto the Trustee, its successors
and assigns, for the benefit of Beneficiary, forever, subject only to the liens
permitted pursuant to Section 6.02(a) of the Credit Agreement (the "Permitted
Encumbrances") and to satisfaction and cancelation as provided in Section 3.04.
IN TRUST NEVERTHELESS, upon the terms and trust herein set forth for the benefit
and security of the Beneficiary.

                                   ARTICLE I.

              Representations, Warranties and Covenants of Grantor

         Grantor agrees, covenants, represents and/or warrants as follows:

         SECTION 1.01.     Title. (a) Grantor has insurable title to an
indefeasible fee estate in the Land and Improvements subject to no lien, charge
or encumbrance other than the Permitted Encumbrances, and this Deed of Trust is
and will remain a valid and enforceable first and prior lien on the Premises,
Improvements and the Rents subject only to, in each case, the Permitted
Encumbrances. The Permitted Encumbrances do not materially interfere with the
current use, enjoyment or operation of the Trust Property.

         (b) Except as set forth on Schedule A hereto, there are no leases
affecting Trust Property. Each Lease is in full force and effect, and, except as
set forth on Schedule A hereto, Grantor has not given, nor to Grantor's
knowledge has it received, any uncured or unwaived notice of default with
respect to any material obligation under any Lease. Each Lease is subject to no
lien, charge or encumbrance other than this Deed of Trust and the Permitted
Encumbrances. Grantor has not received any written notice of any pending
condemnation proceeding affecting the Trust Property or any sale or disposition
thereof in lieu of condemnation except as would not reasonably be expected to
have a material adverse effect on the Trust Property. Grantor is not obligated
under any right of first refusal, option or other contractual right to sell,
assign or otherwise dispose of any Trust Property or any interest therein.

         (c) All easement agreements, covenant or restrictive agreements,
supplemental agreements and any other instruments hereinabove referred to and
mortgaged hereby (collectively, the "Agreements") are and will remain valid,
subsisting and in full force and effect, unless the failure to remain valid,
subsisting and in full force and effect, individually or in the aggregate, would
not reasonably be expected to have a material adverse effect on the Trust
Property, and Grantor is not in default thereunder and has fully performed the
material

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terms thereof required to be performed through the date hereof, and has no
knowledge of any default thereunder or failure to fully perform the terms
thereof by any other party, nor of the occurrence of any event that after notice
or the passage of time or both will constitute a default thereunder. Except as
otherwise permitted by the Credit Agreement, Grantor is in compliance, and shall
comply, with all Agreements and requirements of law (including land use and
zoning ordinances, regulations and restrictions) affecting the Trust Property,
except where the absence of such compliance could not reasonably be expected to
have a material adverse effect on the Trust Property.

         (d) Grantor has good and lawful right and full power and authority to
mortgage the Trust Property and will forever warrant and defend its title to the
Trust Property, the rights of Beneficiary therein under this Deed of Trust and
the validity and priority of the lien of this Deed of Trust thereon against the
claims of all persons and parties except those permitted under the Credit
Agreement.

         (e) This Deed of Trust, when duly recorded in the appropriate public
records and when financing statements are duly filed in the appropriate public
records, will create a valid, perfected and enforceable lien upon and security
interest in all the Trust Property and there are not as of the date hereof,
defenses or offsets to this Deed of Trust that will be asserted by Grantor or
its Affiliates (or any third party defense or offset now known to Grantor or its
Affiliates).

         SECTION 1.02.     Credit Agreement; Certain Amounts. (a) This Deed of
Trust is given pursuant to the Credit Agreement. Each and every term and
provision of the Credit Agreement including the rights, remedies, obligations,
covenants, conditions, agreements, indemnities, representations and warranties
of the parties thereto shall be considered as if a part of this Deed of Trust
and are incorporated herein by this reference and to the extent there is a
specific conflict between the terms hereof and the terms of the Credit
Agreement, the terms of the Credit Agreement shall control.

         (b) If any remedy or right of Trustee or Beneficiary pursuant hereto is
acted upon by Trustee or Beneficiary or if any actions or proceedings (including
any bankruptcy, insolvency or reorganization proceedings) are commenced in which
Trustee or Beneficiary is made a party and is obliged to defend or uphold or
enforce this Deed of Trust or the rights of Trustee or Beneficiary hereunder or
the terms of any Lease, or if a condemnation proceeding is instituted affecting
the Trust Property, Grantor will pay all reasonable sums, including reasonable
attorneys' fees and disbursements, incurred by Trustee or Beneficiary related to
the exercise of any remedy or right of Trustee or Beneficiary pursuant hereto or
for the reasonable expense of any such action or proceeding together with all
statutory or other costs, disbursements and allowances, interest thereon from
the date of demand for payment thereof at the applicable rate specified in
Section 2.07 of the Credit Agreement (the "Default Interest Rate"), and such
sums and the interest thereon shall, to the extent permissible by law, be a lien
on the Trust Property prior to any right, title to, interest in or claim upon
the Trust

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Property attaching or accruing subsequent to the recording of this Deed of Trust
and shall be secured by this Deed of Trust to the extent permitted by law. Any
payment of amounts due under this Deed of Trust not made on or before the due
date for such payments shall accrue interest daily without notice from the due
date until paid at the Default Interest Rate, and such interest at the Default
Interest Rate shall be immediately due upon demand by Trustee or Beneficiary.

         SECTION 1.03.     Payment of Taxes, Liens and Charges. (a) Except as
may be permitted by the Credit Agreement, Grantor will pay and discharge from
time to time prior to the time when the same shall become delinquent, and before
any interest or penalty accrues thereon or attaches thereto, all taxes of every
kind and nature, all general and special assessments, levies, permits,
inspection and license fees, all water and sewer rents, all vault charges, and
all other public charges, and all service charges, common area charges, private
maintenance charges, utility charges and all other private charges, whether of a
like or different nature, in all cases, if imposed upon or assessed against the
Trust Property or any part thereof or upon the Rents from the Trust Property or
arising in respect of the occupancy, use or possession thereof.

         (b) In the event of the passage of any state, Federal, municipal or
other governmental law, order, rule or regulation subsequent to the date hereof
(i) deducting from the value of real property for the purpose of taxation any
lien or encumbrance thereon or in any manner changing or modifying the laws now
in force governing the taxation of this Deed of Trust or debts secured by
mortgages or deeds of trust (other than laws governing income, franchise and
similar taxes generally) or the manner of collecting taxes thereon and (ii)
imposing a tax to be paid by Beneficiary, either directly or indirectly, on this
Deed of Trust or any payments due hereunder or to require an amount of taxes to
be withheld or deducted herefrom, Grantor will promptly notify Beneficiary of
such event. In such event Grantor shall (i) agree to enter into such further
instruments as may be reasonably necessary or desirable to obligate Grantor to
make any applicable additional payments and (ii) Grantor shall make such
additional payments.

         (c) At any time that an Event of Default shall occur hereunder and be
continuing, or if required by any law applicable to Grantor or to Beneficiary,
Beneficiary shall have the right to direct Grantor to make an initial deposit on
account of real estate taxes and assessments, insurance premiums and common area
charges, levied against or payable in respect of the Trust Property in advance
and thereafter semi-annually, each such deposit to be equal to one-half of any
such annual charges estimated in a reasonable manner by Beneficiary in order to
accumulate with Beneficiary sufficient funds to pay such taxes, assessments,
insurance premiums and charges.

         SECTION 1.04.     Payment of Closing Costs. Except as otherwise set
forth in the Credit Agreement, Grantor shall pay all costs in connection with,
relating to or arising out of the preparation, execution and recording of this
Deed of Trust, including title company premiums and charges, inspection costs,
survey

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costs, recording fees and taxes, reasonable attorneys', engineers', and
consultants' fees and disbursements and all other similar reasonable expenses of
every kind.

         SECTION 1.05.     Alterations and Waste; Plans. (a) Grantor will not,
without the written consent of Beneficiary (i) alter or demolish or remove in
whole or in part any Improvements or (ii) erect any additions to the existing
Improvements, except where such alterations, removals, or additions, as the case
may be, would not reasonably be expected to have a material adverse effect on
the Trust Property. Grantor will not commit any waste on the Trust Property or
make any alteration to, or change in the use of, the Trust Property except as
may be permitted under the Credit Agreement and where such waste, alteration or
change would not reasonably be expected to have a material adverse effect on the
Trust Property. Grantor will maintain and operate the Improvements and Personal
Property in good repair, working order and condition, reasonable wear and tear
excepted.

         (a) To the extent the same exist on the date hereof or are obtained in
connection with Improvements permitted by the Credit Agreement, Grantor shall
maintain a complete set of final plans, specifications, blueprints and drawings
for the Trust Property either at the Trust Property or in a particular office at
the headquarters of Grantor within the continental United States.

         SECTION 1.06.     Insurance. Grantor will keep or cause to be kept the
Trust Property insured against such risks, and in the manner, required by
Section 5.06 of the Credit Agreement.

         SECTION 1.07.     Casualty and Condemnation. (a) Except as provided in
clause (b) below and subject to the following sentence, in connection with any
casualty or condemnation of any Trust Property, the Grantor shall have all
rights to negotiate and settle, and receive the proceeds of, any claim or award
in connection therewith. Notwithstanding the foregoing sentence, the Grantor
agrees to comply with the provisions of Section 2.13 of the Credit Agreement in
connection with any mandatory prepayment of the Loans.

         (a) Upon the happening and during the continuance of an Event of
Default, the Beneficiary shall have the right (i) to negotiate and settle any
claim or award in connection with any casualty or condemnation of the Trust
Property and (ii) to receive the proceeds of any claim or award in connection
with a casualty or condemnation of the Trust Property. After the occurrence and
during the continuance of an Event of Default, if the Grantor shall receive any
award or claim in connection with a condemnation or taking of the Trust
Property, the Grantor shall hold such funds in trust for the benefit of the
Beneficiary and shall promptly turn such proceeds over to the Beneficiary in the
form received. The Beneficiary shall apply such proceeds to the payment in full
of the Mortgaged Obligations.

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         SECTION 1.08.     Assignment of Leases and Rents. (a) Grantor hereby
irrevocably and absolutely grants, transfers and assigns to the Trustee for the
benefit of Beneficiary all of its right title and interest in all Leases,
together with any and all extensions and renewals thereof for purposes of
securing and discharging the performance by Grantor of the Mortgaged
Obligations. Grantor has not assigned or executed any assignment of, and will
not assign or execute any assignment of, any Lease or the Rents payable
thereunder to anyone other than to the Trustee for the benefit of Beneficiary.

         (b) Without Beneficiary's prior written consent, not to be unreasonably
withheld, conditioned or delayed, unless otherwise permitted under the Credit
Agreement, Grantor will not (i) enter into any Lease, (ii) modify, amend,
terminate or consent to the cancelation or surrender of any Lease or (iii)
consent to an assignment of any tenant's interest in any Lease or to a
subletting thereof.

         (c) Subject to Section 1.08(d), Grantor hereby assigns and transfers to
the Trustee for the benefit of Beneficiary all of Grantor's right, title and
interest in and to the Rents now or hereafter arising from each Lease heretofore
or hereafter made or agreed to by Grantor, it being intended that this
assignment establish, subject to Section 1.08(d), an absolute transfer and
assignment of all Rents and all Leases to Beneficiary and not merely to grant a
security interest therein. Subject to Section 1.08(d), Beneficiary may in
Grantor's name and stead (with or without first taking possession of any of the
Trust Property personally or by receiver as provided herein) operate the Trust
Property and rent, lease or let all or any portion of any of the Trust Property
to any party or parties at such rental and upon such terms as Beneficiary shall,
in its sole discretion, determine, and may collect and have the benefit of all
of said Rents arising from or accruing at any time thereafter or that may
thereafter become due under any Lease.

         (d) So long as an Event of Default shall not have occurred and be
continuing, Beneficiary will not exercise any of its rights under Section
1.08(c), and Grantor is hereby granted a revocable license to receive and
collect the Rents accruing under any Lease; but after the happening and during
the continuance of any Event of Default, Beneficiary may, at its option, revoke
such license and receive and collect all Rents to be held as additional
collateral and applied as set forth in Section 2.08. Grantor hereby irrevocably
authorizes and directs each tenant, if any, and each successor, if any, to the
interest of any tenant under any Lease, respectively, to rely upon any notice of
a claimed Event of Default sent by Beneficiary to any such tenant or any of such
tenant's successors in interest, and thereafter to pay Rents to Beneficiary
without any obligation or right to inquire as to whether an Event of Default
actually exists and even if some notice to the contrary is received from the
Grantor, who shall have no right or claim against any such tenant or successor
in interest for any such Rents so paid to Beneficiary. Each tenant or any of
such tenant's successors in interest from whom Beneficiary or any officer,
agent, attorney or employee of Beneficiary shall have collected any Rents, shall
be authorized to pay Rents to Grantor only after such tenant or any of their
successors in interest shall have received written notice from Beneficiary

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that the Event of Default is no longer continuing, unless and until a further
notice of an Event of Default is given by Beneficiary to such tenant or any of
its successors in interest.

         (e) Beneficiary will not become a mortgagee in possession as a result
of its exercise of any of its rights or remedies under this Section 1.08 with
respect to the Leases or Rents. In addition, Beneficiary shall not be
responsible or liable for performing any of the obligations of the landlord
under any Lease, for any waste by any tenant, or others, for any dangerous or
defective conditions of any of the Trust Property, for negligence in the
management, upkeep, repair or control of any of the Trust Property or any other
act or omission by any other person.

         (f) Grantor shall furnish to Beneficiary, within 30 days after a
request by Beneficiary to do so, a written statement containing the names of all
tenants, subtenants and concessionaires of the Premises or Improvements, the
terms of any Lease, the space occupied and the rentals or license fees payable
thereunder.

         SECTION 1.09.     Restrictions on Transfers and Encumbrances. Except as
permitted by the Credit Agreement, Grantor shall not, directly or indirectly,
sell, convey, alienate, assign, lease, sublease, license, mortgage, pledge,
encumber or otherwise transfer any interest in the Land or the Improvements or
create, consent to or suffer the creation of any lien (other than the Permitted
Encumbrances), charges or any form of encumbrance upon any interest in or any
part of the Trust Property, or be divested of its title to the Trust Property or
any interest therein in any manner or way, whether voluntarily or involuntarily
(other than resulting from a condemnation), or engage in any common,
cooperative, joint, time-sharing or other congregate ownership of all or part of
the Trust Property.

         SECTION 1.10.     Security Agreement. This Deed of Trust is both a
mortgage of real property and a grant of a security interest in personal
property, and shall constitute and serve as a "Security Agreement" and a
"fixture filing" within the meaning of the uniform commercial code as adopted in
the state wherein the Premises are located ("UCC"). Grantor has hereby granted
unto Beneficiary a security interest in and to all the Trust Property described
in this Deed of Trust that is not real property as further security for the
payment and performance of the Mortgaged Obligations, and this Deed of Trust
shall constitute a financing statement under the UCC, with Grantor as the
"debtor" and Beneficiary as the "secured party". Simultaneously with the
recording of this Deed of Trust, Grantor has filed or will file UCC financing
statements, and will file continuation statements prior to the lapse thereof, at
the appropriate offices to perfect the security interest granted by this Deed of
Trust in all the Trust Property that is not real property. Grantor hereby
appoints Beneficiary as its true and lawful attorney-in-fact and agent, for
Grantor and in its name, place and stead, in any and all capacities, to execute
any document and to file the same in the appropriate offices to perfect the
security interest contemplated by the preceding sentence (to the extent it may
lawfully do so), and to perform each and every act

                                       11
<PAGE>

and thing reasonably requisite and necessary to be done to perfect the security
interest contemplated by the preceding sentence. Prior to the occurrence of an
Event of Default, Beneficiary shall provide Grantor with the reasonable ability
to take the actions required by the previous sentence before acting pursuant to
the power of attorney granted pursuant hereto. Beneficiary shall have all rights
with respect to the part of the Trust Property that is the subject of a security
interest afforded by the UCC in addition to, but not in limitation of, the other
rights afforded Beneficiary hereunder and under the Security Agreement.

         SECTION 1.11.     Filing and Recording. Grantor will cause this Deed of
Trust, any other security instrument creating a security interest in or
evidencing the lien hereof upon the Trust Property and each instrument of
further assurance to be filed, registered or recorded in such manner and in such
places as may be required by any present or future law in order to publish
notice of and fully to protect the lien hereof upon, and the security interest
of Beneficiary in, the Trust Property. Grantor will pay all filing, registration
or recording fees, and all reasonable expenses incidental to the execution and
acknowledgment of this Deed of Trust, any mortgage supplemental hereto, any
security instrument with respect to the Personal Property, and any instrument of
further assurance and all Federal, state, county and municipal recording,
documentary or intangible taxes and other taxes, duties, imposts, assessments
and charges arising out of or in connection with the execution, delivery and
recording of this Deed of Trust, any mortgage supplemental hereto, any security
instrument with respect to the Personal Property or any instrument of further
assurance.

         SECTION 1.12.     Further Assurances. Upon demand by Beneficiary,
Grantor will, at the cost of Grantor and without expense to Trustee or
Beneficiary, do, execute, acknowledge and deliver all such further acts, deeds,
conveyances, mortgages, assignments, notices of assignment, transfers and
assurances as Beneficiary shall from time to time reasonably require for the
better assuring, conveying, assigning, transferring and confirming unto
Beneficiary the property and rights hereby conveyed or assigned or intended now
or hereafter so to be, or which Grantor may be or may hereafter become bound to
convey or assign to Beneficiary, or for carrying out the intention or
facilitating the performance of the terms of this Deed of Trust, or for filing,
registering or recording this Deed of Trust, and on demand, Grantor will also
execute and deliver and hereby appoints Beneficiary as its true and lawful
attorney-in-fact and agent, for Grantor and in its name, place and stead, in any
and all capacities, to execute and file to the extent it may lawfully do so, one
or more financing statements, chattel mortgages or comparable security
instruments reasonably requested by Beneficiary to evidence more effectively the
lien hereof upon the Personal Property and to perform each and every act and
thing requisite and necessary to be done to accomplish the same.

         SECTION 1.13.     Additions to Trust Property. All right, title and
interest of Grantor in and to all extensions, improvements, betterments,
renewals, substitutes and replacements of, and all additions and appurtenances
to, the Trust

                                       12
<PAGE>

Property hereafter acquired by or released to Grantor or constructed, assembled
or placed by Grantor upon the Premises or the Improvements, and all conversions
of the security constituted thereby, immediately upon such acquisition, release,
construction, assembling, placement or conversion, as the case may be, and in
each such case without any further mortgage, conveyance, assignment or other act
by Grantor, shall become subject to the lien and security interest of this Deed
of Trust as fully and completely and with the same effect as though now owned by
Grantor and specifically described in the grant of the Trust Property above, but
at any and all times Grantor will execute and deliver to Beneficiary any and all
such further assurances, mortgages, conveyances or assignments thereof as
Beneficiary may reasonably require for the purpose of expressly and specifically
subjecting the same to the lien and security interest of this Deed of Trust.

         SECTION 1.14.     No Claims Against Trustee or Beneficiary. Nothing
contained in this Deed of Trust shall constitute any consent or request by
Trustee or Beneficiary, express or implied, for the performance of any labor or
services or the furnishing of any materials or other property in respect of the
Trust Property or any part thereof, nor as giving Grantor any right, power or
authority to contract for or permit the performance of any labor or services or
the furnishing of any materials or other property in such fashion as would
permit the making of any claim against Trustee or Beneficiary in respect
thereof.

         SECTION 1.15.     Fixture Filing. Certain of the Trust Property is or
will become "fixtures" (as that term is defined in the UCC) on the Land, and
this Deed of Trust upon being filed for record in the real estate records of the
county wherein such fixtures are situated shall operate also as a financing
statement filed as a fixture filing in accordance with the applicable provisions
of said UCC upon such of the Trust Property that is or may become fixtures.

                                  ARTICLE II.

                              Defaults and Remedies

         SECTION 2.01.     Events of Default. Any Event of Default under the
Credit Agreement (as such term is defined therein) shall constitute an Event of
Default under this Deed of Trust.

         SECTION 2.02.     Demand for Payment. If an Event of Default shall
occur and be continuing, then, upon written demand of Beneficiary, Grantor will
pay to Beneficiary all amounts due hereunder and such further amount as shall be
sufficient to cover the costs and expenses of collection, including reasonable
attorneys' fees, disbursements and expenses incurred by Trustee or Beneficiary
and Trustee or Beneficiary shall be entitled and empowered to institute an
action or proceedings at law or in equity for the collection of the sums so due
and unpaid, to prosecute any such action or proceedings to judgment or final
decree, to enforce any such judgment or final decree against Grantor and to
collect, in any manner provided by law, all moneys adjudged or decreed to be
payable.

                                       13
<PAGE>

         SECTION 2.03.     Rights To Take Possession, Operate and Apply
Revenues. (a) If an Event of Default shall occur and be continuing, Grantor
shall, upon demand of Beneficiary, forthwith surrender to Beneficiary actual
possession of the Trust Property and, if and to the extent not prohibited by
applicable law, Beneficiary itself, or by such officers or agents as it may
appoint, may then enter and take possession of all the Trust Property without
the appointment of a receiver or an application therefor, exclude Grantor and
its agents and employees wholly therefrom, and have access to the books, papers
and accounts of Grantor.

         (b) If Grantor shall for any reason fail to surrender or deliver the
Trust Property or any part thereof after such demand by Beneficiary, Beneficiary
may to the extent not prohibited by applicable law, obtain a judgment or decree
conferring upon Beneficiary the right to immediate possession or requiring
Grantor to deliver immediate possession of the Trust Property to Beneficiary, to
the entry of which judgment or decree Grantor hereby specifically consents.
Grantor will pay to Beneficiary, upon demand, all reasonable expenses of
obtaining such judgment or decree, including reasonable compensation to
Beneficiary's attorneys and agents with interest thereon at the Default Interest
Rate subject to Section 2.07 of the Credit Agreement; and all such expenses and
compensation shall, until paid, be secured by this Deed of Trust.

         (c) Upon every such entry or taking of possession, Beneficiary may, to
the extent not prohibited by applicable law, hold, store, use, operate, manage
and control the Trust Property, conduct the business thereof and, from time to
time, (i) make all necessary and proper maintenance, repairs, renewals,
replacements, additions, betterments and improvements thereto and thereon, (ii)
purchase or otherwise acquire additional fixtures, personalty and other
property, (iii) insure or keep the Trust Property insured, (iv) manage and
operate the Trust Property and exercise all the rights and powers of Grantor to
the same extent as Grantor could in its own name or otherwise with respect to
the same, or (v) enter into any and all agreements with respect to the exercise
by others of any of the powers herein granted Beneficiary, all as may from time
to time be directed or determined by Beneficiary to be in its best interest and
Grantor hereby appoints Beneficiary as its true and lawful attorney-in-fact and
agent, for Grantor and in its name, place and stead, in any and all capacities,
to perform any of the foregoing acts. Following and during the continuance of an
Event of Default, Beneficiary may collect and receive all the Rents, issues,
profits and revenues from the Trust Property, including those past due as well
as those accruing thereafter, and, after deducting (i) all expenses of taking,
holding, managing and operating the Trust Property (including reasonable
compensation for the services of all persons employed for such purposes), (ii)
the reasonable costs of all such maintenance, repairs, renewals, replacements,
additions, betterments, improvements, purchases and acquisitions, (iii) the
reasonable costs of insurance, (iv) such taxes, assessments and other similar
charges as Beneficiary may at its option pay, (v) other proper charges upon the
Trust Property or any part thereof and (vi) the reasonable compensation,
expenses and disbursements of the attorneys and agents

                                       14
<PAGE>

of Beneficiary, Beneficiary shall apply the remainder of the moneys and proceeds
so received first to the payment of the Beneficiary for the satisfaction of the
Mortgaged Obligations, and second, if there is any surplus, to Grantor, subject
to the entitlement of others thereto under applicable law.

         SECTION 2.04.     Right To Cure Grantor's Failure to Perform. Should
Grantor fail in the payment, performance or observance of any term, covenant or
condition required by this Deed of Trust or the Credit Agreement (with respect
to the Trust Property), subject to the terms of the Credit Agreement,
Beneficiary may pay, perform or observe the same, and all payments made or costs
or expenses incurred by Beneficiary in connection therewith shall be secured
hereby and shall be, without demand, immediately repaid by Grantor to
Beneficiary with interest thereon at the Default Interest Rate, subject to
Section 2.07 of the Credit Agreement. Beneficiary shall be the judge using
reasonable discretion of the necessity for any such actions and of the amounts
to be paid. Beneficiary is hereby empowered to enter and to authorize others to
enter upon the Premises or the Improvements or any part thereof for the purpose
of performing or observing any such defaulted term, covenant or condition
without having any obligation to so perform or observe and without thereby
becoming liable to Grantor, to any person in possession holding under Grantor or
to any other person.

         SECTION 2.05.     Right to a Receiver. If an Event of Default shall
have occurred and be continuing, Beneficiary, as a matter of right and without
notice to Grantor or to anyone claiming under Grantor, and without regard to the
then value of the Trust Property or any other security in favor of Beneficiary
or the interest of Grantor therein, shall have the right to apply to any court
having jurisdiction to appoint a receiver or receivers of the Trust Property, or
any portion thereof, and Grantor hereby irrevocably consents to such appointment
and waives notice of any application therefor. Grantor shall pay to Beneficiary
upon demand all reasonable expenses, including receiver's fees, reasonable
attorneys' fees and disbursements, costs and agents' compensation incurred
pursuant to the provisions of this Section 2.05; and all such expenses shall be
secured by this Deed of Trust and shall be, without demand, immediately repaid
by Grantor to Beneficiary with interest thereon at the Default Interest Rate.

         SECTION 2.06.     Foreclosure and Sale. (a) If an Event of Default
shall occur and be continuing, Beneficiary may commence a judicial action to
foreclose this Deed of Trust or commence procedures to foreclose this Deed of
Trust non-judicially in accordance with the procedures of the State of
California.

         (b) Should Beneficiary elect to foreclose by exercise of the power of
sale contained herein, Beneficiary shall notify Trustee and shall, if required,
deposit with Trustee the original or a certified copy of this Deed of Trust, and
such other documents, receipts and evidences of expenditures made and secured
hereby as Trustee may require.

                                       15
<PAGE>

         (c) Upon receipt of such notice from Beneficiary, Trustee shall cause
to be recorded and delivered to Grantor such notice as may then be required by
law and by this Deed of Trust. Trustee shall, without demand on Grantor, after
lapse of such time as may then be required by law and after recordation of such
notice of default and after notice of sale has been given as required by law,
sell the Trust Property at the time and place of sale fixed by it in said notice
of sale, either as a whole or in separate lots or parcels or items as Trustee
shall deem expedient, and in such order as it may determine, at public auction
to the highest bidder for cash in lawful money of the United States payable at
the time of sale. Trustee shall deliver to the purchaser or purchasers at such
sale its good and sufficient deed or deeds conveying the property so sold, but
without any covenant or warranty, express or implied. The recitals in such deed
of any matters or facts shall be conclusive proof of the truthfulness thereof.
Any person, including, without limitation, Grantor, Trustee or Beneficiary, may
purchase at such sale, and Grantor hereby covenants to warrant and defend the
title of such purchaser or purchasers.

         (d) Trustee may postpone the sale of all or any portion of the Trust
Property from time to time in accordance with the laws of the State of
California.

         (e) To the fullest extent allowed by law, Grantor hereby expressly
waives any right which it may have to direct the order in which any of the Trust
Property shall be sold in the event of any sale or sales pursuant to this Deed
of Trust.

         (f) Beneficiary may from time to time rescind any notice of default or
notice of sale before any Trustee's sale as provided above in accordance with
the laws of the State of California. The exercise by Beneficiary of such right
of rescission shall not constitute a waiver of any breach or default then
existing or subsequently occurring, or impair the right of Beneficiary to
execute and deliver to Trustee, as above provided, other declarations or notices
of default to satisfy the obligations of this Deed of Trust or secured hereby,
nor otherwise affect any provision, covenant or condition of any other Loan
Document or any of the rights, obligations or remedies of Trustee or Beneficiary
hereunder or thereunder.

         (g) Any foreclosure or other sale of less than the whole of the Trust
Property or any defective or irregular sale made hereunder shall not exhaust the
power of foreclosure or of sale provided for herein; and subsequent sales may be
made hereunder until the Mortgaged Obligations have been satisfied, or the
entirety of the Trust Property has been sold.

         (h) If an Event of Default shall occur and be continuing, Trustee or
Beneficiary may instead of, or in addition to, exercising the rights described
in Section 2.06(a) above and either with or without entry or taking possession
as herein permitted, proceed by a suit or suits in law or in equity or by any
other appropriate proceeding or remedy (i) to specifically enforce payment of
some or all of the Mortgaged Obligations, or the performance of any term,
covenant, condition or agreement of this Deed of Trust or any other Loan
Document or any

                                       16
<PAGE>

other right, or (ii) to pursue any other power, right or remedy under applicable
law whether or not specifically or generally granted or described in this Deed
of Trust. Nothing contained herein shall be construed to impair or to restrict
such powers, rights and remedies or to preclude any procedures or process
otherwise available to trustees or beneficiaries under deeds of trust in the
State of California. Trustee and Beneficiary, and each of them, shall be
entitled to enforce the payment and performance of any indebtedness or
obligations secured hereby and to exercise all rights and powers under this Deed
of Trust or under any other Loan Document or other agreement or any laws now or
hereafter in force, notwithstanding the fact that some or all of the
indebtedness and obligations secured hereby may now or hereafter be otherwise
secured, whether by mortgage, deed of trust, pledge, lien, assignment or
otherwise. 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
contained herein, shall prejudice or in any manner affect Trustee's or
Beneficiary's right to realize upon or enforce any other rights or security now
or hereafter held by Trustee or Beneficiary. Trustee and Beneficiary, and each
of them, shall be entitled to enforce this Deed of Trust and any other rights or
security now or hereafter held by Beneficiary or Trustee in such order and
manner as they or either of them may in their absolute discretion determine.

         SECTION 2.07.     Other Remedies. (a) In case an Event of Default shall
occur and be continuing, Beneficiary may also exercise, to the extent not
prohibited by law, any or all of the remedies available to a secured party under
the UCC.

         (a) In connection with a sale of the Trust Property or any Personal
Property and the application of the proceeds of sale as provided in Section
2.08, Beneficiary shall be entitled to enforce payment of and to receive up to
the principal amount of the Mortgaged Obligations, plus all other charges,
payments and costs due under this Deed of Trust, and to recover a deficiency
judgment against Grantor only (to the extent permitted by law) for any portion
of the aggregate principal amount of the Mortgaged Obligations remaining unpaid,
with interest at the rates set forth in the Credit Agreement.

         SECTION 2.08.     Application of Sale Proceeds and Rents. After any
foreclosure sale of all or any of the Trust Property, Trustee or Beneficiary
shall receive the proceeds of sale, no purchaser shall be required to see to the
application of the proceeds and Trustee or Beneficiary shall apply the proceeds
of the sale together with any Rents that may have been collected and any other
sums that then may be held by Trustee or Beneficiary under this Deed of Trust as
follows:

                  FIRST, to the payment of the reasonable costs and expenses of
         such sale, including compensation to Trustee or to Beneficiary's
         attorneys and agents, and of any judicial proceedings wherein the same
         may be made, and of all expenses, liabilities and advances made or
         incurred by Beneficiary under this Deed of

                                       17
<PAGE>

         Trust, together with interest at the Default Interest Rate on all
         advances made by Beneficiary, including all taxes or assessments
         (except any taxes, assessments or other charges subject to which the
         Trust Property shall have been sold) and the cost of removing any
         encumbrance (except any Lien permitted under the Credit Agreement);

                  SECOND, to the Beneficiary for the satisfaction of the
         Mortgaged Obligations; and

                  THIRD, to the person or persons legally entitled thereto.

The Beneficiary shall have absolute discretion as to the time of application of
any such proceeds, moneys or balances in accordance with this Deed of Trust.
Upon any sale of the Trust Property by the Trustee or Beneficiary (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Trustee or Beneficiary or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Trust
Property so sold and such purchaser or purchasers shall not be obligated to see
to the application of any part of the purchase money paid over to the Trustee or
Beneficiary or such officer or be answerable in any way for the misapplication
thereof.

         SECTION 2.09.     Grantor as Tenant Holding Over. If after any
foreclosure sale by Trustee or Beneficiary Grantor remains in possession of any
of the Trust Property, at Beneficiary's election Grantor shall be deemed a
tenant holding over and shall forthwith surrender possession to the purchaser or
purchasers at such sale or be summarily dispossessed or evicted according to
provisions of law applicable to tenants holding over.

         SECTION 2.10.     Waiver of Appraisement, Valuation, Stay, Extension
and Redemption Laws. Grantor waives, to the extent not prohibited by law and
subject to the Credit Agreement, (i) the benefit of all laws now existing or
that hereafter may be enacted providing for any appraisement of any portion of
the Trust Property, (ii) the benefit of all laws now existing or that may be
hereafter enacted in any way extending the time for the enforcement or the
collection of amounts due under any of the Mortgaged Obligations or creating or
extending a period of redemption from any sale made in collecting said debt or
any other amounts due Beneficiary, (iii) any right to at any time insist upon,
plead, claim or take the benefit or advantage of any law now or hereafter in
force providing for any appraisement, homestead exemption, valuation, stay,
statute of limitations, extension or redemption, or sale of the Trust Property
as separate tracts, units or estates or as a single parcel in the event of
foreclosure or notice of deficiency, and (iv) all rights of redemption,
valuation, appraisement, stay of execution, notice of election to mature or
declare due the whole of or each of the Mortgaged Obligations and marshalling in
the event of foreclosure of this Deed of Trust.

                                       18
<PAGE>

         SECTION 2.11.     Discontinuance of Proceedings. In case Trustee or
Beneficiary shall proceed to enforce any right, power or remedy under this Deed
of Trust by foreclosure, entry or otherwise, and such proceedings shall be
discontinued or abandoned for any reason, or shall be determined adversely to
Trustee or Beneficiary, then and in every such case Grantor, Trustee and
Beneficiary shall be restored to their former positions and rights hereunder,
and all rights, powers and remedies of Trustee or Beneficiary shall continue as
if no such proceeding had been taken.

         SECTION 2.12.     Suits To Protect the Trust Property. Trustee and/or
Beneficiary shall have power (a) to institute and maintain suits and proceedings
to prevent any impairment of the Trust Property by any acts that may be unlawful
or in violation of this Deed of Trust, (b) to preserve or protect its interest
in the Trust Property and in the Rents arising therefrom and (c) to restrain the
enforcement of or compliance with any legislation or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of or compliance with such enactment, rule or order would impair
the security or be prejudicial to the interest of Trustee or Beneficiary
hereunder.

         SECTION 2.13.     Filing Proofs of Claim. In case of any receivership,
insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or
other proceedings affecting Grantor, Beneficiary shall, to the extent permitted
by law, be entitled to file such proofs of claim and other documents as may be
necessary or advisable in order to have the claims of Beneficiary allowed in
such proceedings for the Mortgaged Obligations secured by this Deed of Trust at
the date of the institution of such proceedings and for any interest accrued,
late charges and additional interest or other amounts due or that may become due
and payable hereunder after such date.

         SECTION 2.14.     Possession by Beneficiary. Notwithstanding the
appointment of any receiver, liquidator or trustee of Grantor, any of its
property or the Trust Property, Beneficiary shall be entitled, to the extent not
prohibited by law, to remain in possession and control of all parts of the Trust
Property now or hereafter granted under this Deed of Trust to Beneficiary in
accordance with the terms hereof and applicable law.

         SECTION 2.15.     Waiver. (a) No delay or failure by Trustee or
Beneficiary to exercise any right, power or remedy accruing upon any breach or
Event of Default shall exhaust or impair any such right, power or remedy or be
construed to be a waiver of any such breach or Event of Default or acquiescence
therein; and every right, power and remedy given by this Deed of Trust to
Trustee or Beneficiary may be exercised from time to time and as often as may be
deemed expedient by Trustee or Beneficiary. No consent or waiver by Beneficiary
to or of any breach or default by Grantor in the performance of the Mortgaged
Obligations shall be deemed or construed to be a consent or waiver to or of any
other breach or Event of Default in the performance of the same or any other
Mortgaged Obligations by Grantor hereunder. No failure on the part of

                                       19
<PAGE>

Beneficiary to complain of any act or failure to act or to declare an Event of
Default, irrespective of how long such failure continues, shall constitute a
waiver by Beneficiary of its rights hereunder or impair any rights, powers or
remedies consequent on any future Event of Default by Grantor.

         (b) Even if Beneficiary (i) grants some forbearance or an extension of
time for the payment of any sums secured hereby, (ii) takes other or additional
security for the payment of any sums secured hereby, (iii) waives or does not
exercise some right granted herein or under the Loan Documents, (iv) releases a
part of the Trust Property from this Deed of Trust, (v) agrees to change some of
the terms, covenants, conditions or agreements of any of the Loan Documents,
(vi) consents to the filing of a map, plat or replat affecting the Premises,
(vii) consents to the granting of an easement or other right affecting the
Premises or (viii) makes or consents to an agreement subordinating Beneficiary's
lien on the Trust Property hereunder; no such act or omission shall preclude
Beneficiary from exercising any other right, power or privilege herein granted
or intended to be granted in the event of any breach or Event of Default then
made or of any subsequent default; nor, except as otherwise expressly provided
in an instrument executed by Trustee and Beneficiary, shall this Deed of Trust
be altered thereby. In the event of the sale or transfer by operation of law or
otherwise of all or part of the Trust Property, Beneficiary is hereby authorized
and empowered to deal with any vendee or transferee with reference to the Trust
Property secured hereby, or with reference to any of the terms, covenants,
conditions or agreements hereof, as fully and to the same extent as it might
deal with the original parties hereto and without in any way releasing or
discharging any liabilities, obligations or undertakings.

         SECTION 2.16.     Remedies Cumulative. No right, power or remedy
conferred upon or reserved to Trustee or Beneficiary by this Deed of Trust is
intended to be exclusive of any other right, power or remedy, and each and every
such right, power and remedy shall be cumulative and concurrent and in addition
to any other right, power and remedy given hereunder or now or hereafter
existing at law or in equity or by statute.

         SECTION 2.17.     Substitution of Trustee. Beneficiary may, from time
to time by written instrument executed and acknowledged by Beneficiary and
recorded in the county or counties where the Property is located, and by
otherwise complying with the provisions of any applicable statutes, substitute a
successor or successors for the Trustee named herein or acting hereunder.

         SECTION 2.18.     Trust Irrevocable; No Offset. The Trust created
hereby is irrevocable by Grantor. No offset or claim that Grantor now has or may
in the future have against Beneficiary shall relieve Grantor from paying the
amounts or performing the obligations contained herein or secured hereby.

                                       20
<PAGE>

                                  ARTICLE III.

                                  Miscellaneous

         SECTION 3.01.     Partial Invalidity. In the event any one or more of
the provisions contained in this Deed of Trust shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such validity, illegality
or unenforceability shall, at the option of Beneficiary, not affect any other
provision of this Deed of Trust, and this Deed of Trust shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein
or therein.

         SECTION 3.02.     Notices. All notices and communications hereunder
shall be in writing and given to Grantor, Beneficiary and Trustee in accordance
with the terms of applicable law and the Credit Agreement at the address set
forth on the first page of this Deed of Trust or as otherwise set forth in this
Credit Agreement.

         SECTION 3.03.     Successors and Assigns. All of the grants, covenants,
terms, provisions and conditions herein shall run with the Premises and the
Improvements and shall apply to, bind and inure to, the benefit of the permitted
successors and assigns of Grantor and the successors and assigns of Beneficiary.

         SECTION 3.04.     Satisfaction and Cancelation. (a) The conveyance to
Trustee of the Trust Property as security, created and consummated by this Deed
of Trust shall be null and void when all the Mortgaged Obligations have been
indefeasibly paid in full in accordance with the terms of the Loan Documents and
Beneficiary has no further commitment to make Loans under the Credit Agreement.

         (b) In connection with any termination or release pursuant to paragraph
(a), this Deed of Trust shall be marked "satisfied" by the Beneficiary and/or
Trustee, and this Deed of Trust shall be canceled of record at the request and
at the expense of the Grantor. Beneficiary and Trustee shall execute any
documents reasonably requested by Grantor to accomplish the foregoing or to
accomplish any release contemplated by paragraph (b) and Grantor will pay all
costs and expenses, including reasonable attorneys' fees, disbursements and
other charges, incurred by Beneficiary and Trustee in connection with the
preparation and execution of such documents.

         SECTION 3.05.     Definitions. As used in this Deed of Trust, the
singular shall include the plural as the context requires and the following
words and phrases shall have the following meanings: (a) "including" shall mean
"including but not limited to"; (b) "provisions" shall mean "provisions, terms,
covenants and/or conditions"; (c) "lien" shall mean "lien, charge, encumbrance,
security interest, mortgage or deed of trust"; (d) "obligation" shall mean
"obligation, duty, covenant and/or condition"; and (e) "any of the Trust
Property"

                                       21
<PAGE>

shall mean "the Trust Property or any part thereof or interest therein". Any act
that Trustee or Beneficiary is permitted to perform hereunder may be performed
at any time and from time to time by Trustee or Beneficiary or any person or
entity designated by Trustee or Beneficiary. Any act that is prohibited to
Grantor hereunder is also prohibited to all lessees of any of the Trust
Property. Each appointment of Trustee or Beneficiary as attorney-in-fact for
Grantor under the Deed of Trust is irrevocable, with power of substitution and
coupled with an interest. Subject to the applicable provisions hereof,
Beneficiary has the right to refuse to grant its consent, approval or acceptance
or to indicate its satisfaction, in its sole discretion, whenever such consent,
approval, acceptance or satisfaction is required hereunder.

         SECTION 3.06.     Governing Law. This Deed of Trust shall be governed
by and construed in accordance with the internal law of the State of California.

         SECTION 3.07.     Full Reconveyance. Upon written request of
Beneficiary stating that all sums secured hereby have been paid, upon surrender
to Trustee of the original or a certified copy of this Deed of Trust for
cancelation and retention, and upon payment of its fees, Trustee shall fully
reconvey, without warranty, the entire remaining Property then held hereunder.
The recitals in such reconveyance of any matters of facts shall be conclusive
proof of the truthfulness thereof. The grantee in such reconveyance may be
described as "the person or persons legally entitled thereto".

         SECTION 3.08.     Sale of Loans. Subject to the terms of the Credit
Agreement, Beneficiary, at any time and without the consent of Borrower, may
grant participations in or sell, transfer, assign and convey all or any portion
of its right, title and interest in and to the Loans, this Deed of Trust and the
other Loan Documents, guaranties given in connection with the Loans and any
collateral given to secure the Loans.

         SECTION 3.09.     Trustee's Powers and Liabilities. (a) Trustee, by
acceptance hereof, covenants faithfully to perform and fulfill the trusts herein
created, being liable, however, only for gross negligence, bad faith or wilful
misconduct, and hereby waives any statutory fee and agrees to accept reasonable
compensation, in lieu thereof, for any services rendered by it in accordance
with the terms hereof. All authorities, powers and discretions given in this
Deed of Trust to Trustee and/or Beneficiary may be exercised by either, without
the other, with the same effect as if exercised jointly.

         (b) Trustee may resign at any time upon giving 30 days' notice in
writing to Grantor and to Beneficiary.

         (c) Beneficiary may remove Trustee at any time or from time to time and
select a successor trustee. In the event of the death, removal, resignation,
refusal to act, inability to act or absence of Trustee from the state in which
the premises

                                       22
<PAGE>

are located, or in its sole discretion for any reason whatsoever, Beneficiary
may, upon notice to the Grantor and without specifying the reason therefor and
without applying to any court, select and appoint a successor trustee, and all
powers, rights, duties and authority of the former Trustee, as aforesaid, shall
thereupon become vested in such successor. Such substitute trustee shall not be
required to give bond for the faithful performance of his duties unless required
by Beneficiary. Such substitute trustee shall be appointed by written instrument
duly recorded in the county where the Land is located. Grantor hereby ratifies
and confirms any and all acts that the herein named Trustee, or his successor or
successors in this trust, shall do lawfully by virtue hereof. Grantor hereby
agrees, on behalf of itself and its heirs, executors, administrators and
assigns, that the recitals contained in any deed or deeds executed in due form
by any Trustee or substitute trustee, acting under the provisions of this
instrument, shall be prima facie evidence of the facts recited, and that it
shall not be necessary to prove in any court, otherwise than by such recitals,
the existence of the facts essential to authorize the execution and delivery of
such deed or deeds and the passing of title thereby.

         (d) Trustee shall not be required to see that this Deed of Trust is
recorded, nor liable for its validity or its priority as a first deed of trust,
or otherwise, nor shall Trustee be answerable or responsible for performance or
observance of the covenants and agreements imposed upon Grantor or Beneficiary
by this Deed of Trust or any other agreement. Trustee, as well as Beneficiary,
shall have authority in their respective discretion to employ agents and
attorneys in the execution of this trust and to protect the interest of the
Beneficiary hereunder, and to the extent permitted by law they shall be
compensated and all reasonable expenses relating to the employment of such
agents and/or attorneys, including expenses of litigations, shall be paid out of
the proceeds of the sale of the Trust Property conveyed hereby should a sale be
had, but if no such sale be had, all sums so paid out shall be recoverable to
the extent permitted by law by all remedies at law or in equity.

         (e) At any time, or from time to time, without liability therefor and
with 10 days' prior written notice to Grantor, upon written request of
Beneficiary and without affecting the effect of this Deed of Trust upon the
remainder of the Trust Property, Trustee may (i) reconvey any part of the Trust
Property, (ii) consent in writing to the making of any map or plat thereof, so
long as Grantor has consented thereto, (iii) join in granting any easement
thereon, so long as Grantor has consented thereto, or (iv) join in any extension
agreement or any agreement subordinating the lien or charge hereof.

         SECTION 3.10.     Limitation on Beneficiary's or Trustee's
Responsibility. No provision of this Deed of Trust shall operate to place any
obligation or liability for the control, care, management or repair of the Trust
Property upon Beneficiary or Trustee, nor shall it operate to make Beneficiary
or Trustee responsible or liable for any waste committed on the Trust Property
by the tenants or any other parties, or for any dangerous or defective condition
of the

                                       23
<PAGE>

Trust Property, or for any negligence in the management, upkeep, repair or
control of the Trust Property resulting in loss or injury or death to any
tenant, licensee, employee or stranger. Nothing herein contained shall be
construed as constituting Beneficiary a "mortgagee in possession" absent the
actual taking of possession of the Trust Property by Beneficiary.

         SECTION 3.11.     Hold Harmless. Neither Beneficiary or Trustee shall
be obligated to perform or discharge, and do not undertake hereby to perform nor
to discharge, any obligation, duty or liability with respect to the Trust
Property or the Leases solely by reason of this Deed of Trust, and Trustor shall
and does hereby agree to defend, indemnify, hold harmless and protect
Beneficiary or Trustee from and against any and all claims, losses, expenses,
damage and liabilities (including, without limitation, reasonable attorneys'
fees) which may arise or be incurred or accrue in connection therewith, except,
in each case, to the extent incurred as a result of the negligence or misconduct
of Beneficiary or Trustee, as the case may be, or the failure of Beneficiary or
Trustee, as the case may be, to comply in all material respects with Applicable
Laws. Should Beneficiary or Trustee incur any such liability, loss or damage,
the amount thereof, including all reasonable attorneys' fees and reasonable
costs and expenses associated with actions taken by Beneficiary, as the case may
be, in defense thereof, or otherwise in protecting its interests hereunder,
shall be part of the Mortgaged Obligations and shall be secured hereby, and
Trustor covenants and agrees to reimburse Beneficiary therefor promptly
following demand. Should Trustee incur any such liability, loss or damage, the
amount thereof including all reasonable attorneys' fees and reasonable costs and
expenses associated with actions taken by Trustee in defense thereof, shall be
reimbursed by Trustor promptly after demand therefor.

         SECTION 3.12.     Marshalling; Payments Set Aside. Beneficiary and
Trustee shall not be under any obligation to marshall any assets in favor of
Trustor or any other party or against or in payment of any or all of the
Mortgaged Obligations hereby secured. To the extent that Trustor makes a payment
or payments to Beneficiary or Trustee, or Beneficiary or Trustee enforces its
lien or exercises any rights or setoff, and such payment or payments or the
proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or Federal law, common law or equitable cause, then to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all such liens and rights and remedies therefor, shall be
revived and continue in full force and effect as if such payment had not been
made or such enforcement or setoff has not occurred.

         SECTION 3.13.     Waiver of Jury Trial; Consent to Jurisdiction. (a) TO
THE EXTENT PERMITTED UNDER APPLICABLE LEGAL REQUIREMENTS, GRANTOR AND
BENEFICIARY EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREE TO

                                       24
<PAGE>

WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS DEED OF TRUST, OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS DEED OF TRUST. THE SCOPE OF THIS WAIVER
IS INTENDED TO ENCOMPASS ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS. GRANTOR AND BENEFICIARY EACH ACKNOWLEDGE THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS DEED OF TRUST, AND THAT
EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALING.
GRANTOR AND BENEFICIARY EACH FURTHER WARRANT AND REPRESENT THAT EACH OF THEM HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH OF THEM KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS DEED OF TRUST OR ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION. IN THE EVENT OF LITIGATION,
THIS DEED OF TRUST MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

         (b) GRANTOR AND BENEFICIARY HERETO CONSENT FOR THEMSELVES AND IN
RESPECT OF THEIR PROPERTIES, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE
NONEXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE STATE OF
CALIFORNIA WITH RESPECT TO ANY PROCEEDING TO FORECLOSE THE LIEN OF THIS DEED OF
TRUST OR TO ENFORCE BENEFICIARY'S REMEDIES HEREUNDER. GRANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS, GENERALLY, UNCONDITIONALLY AND
IRREVOCABLY, AT THE ADDRESS SET FORTH IN THE CREDIT AGREEMENT IN CONNECTION WITH
ANY OF THE AFORESAID PROCEEDINGS IN ACCORDANCE WITH THE RULES APPLICABLE TO SUCH
PROCEEDINGS. GRANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW
HAVE OR HAVE IN THE FUTURE TO THE LAYING OF VENUE IN RESPECT OF ANY OF THE
AFORESAID PROCEEDINGS BROUGHT IN THE COURTS REFERRED TO ABOVE AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF BENEFICIARY TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW
OR TO COMMENCE PROCEEDINGS OR OTHERWISE PROCEED AGAINST GRANTOR IN ANY
JURISDICTION.

                                       25
<PAGE>

         SECTION 3.14.     Lien Absolute, Multisite Real Estate and Multiple
Collateral Transaction. Grantor acknowledges that this Deed of Trust and other
Security Documents together secure the Mortgaged Obligations. Grantor agrees
that the lien of this Deed of Trust and all obligations of Grantor hereunder
shall be absolute and unconditional and shall not in any manner be affected or
impaired by:

         (a) any lack of validity or enforceability of any other Security
Documents, any agreement with respect to any of the Mortgaged Obligations or any
other agreement or instrument relating to any of the foregoing;

         (b) any acceptance by Beneficiary or Trustee of any security for or
guarantees of any of the Mortgaged Obligations hereby secured, including but not
limited to any of the Security Documents;

         (c) any failure, neglect or omission on the part of Beneficiary or
Trustee to realize or protect any of the Mortgaged Obligations hereby secured or
any collateral security therefor, or due to any other circumstance which might
otherwise constitute a defense available to, or a discharge of, Trustor in
respect of the Mortgaged Obligations of this Deed of Trust;

         (d) any extension, renewal, compromise of, or change in the time,
manner or place of payment or, or in any other term of, all or any of the
Mortgaged Obligations;

         (e) any release (except as to the property released), sale, pledge,
surrender, compromise, settlement, nonperfection, renewal, extension,
indulgence, alteration, exchange, modification or disposition of any of the
Mortgaged Obligations hereby secured or of any of the collateral security
therefor;

         (f) any amendment or waiver of or any consent to any departure from
this Deed of Trust, or any other Security Document, and Trustee or Beneficiary
may in its discretion foreclose, exercise any power of sale, or exercise any
other remedy available to it under any of the other Loan Documents without first
exercising or enforcing any of its rights and remedies hereunder; and

         (g) any exercise of the rights or remedies of Beneficiary or Trustee
hereunder or under any or all of the other Loan Documents.

                                       26
<PAGE>

                  IN WITNESS WHEREOF, this Deed of Trust has been duly executed
and delivered to Trustee and Beneficiary by Grantor on the date of the
acknowledgment attached hereto.

                                            JAFRA COSMETICS
                                            INTERNATIONAL, INC., a
                                            Delaware corporation,

                                             by: /s/ Ralph S. Mason, III
                                                 ----------------------------
                                                 Name:  Ralph S. Mason, III
                                                 Title: Executive Vice President

                                       27
<PAGE>

STATE OF NEW YORK          )
                           ) ss:
COUNTY OF NEW YORK         )

                                                   On 5/19/03, before me,
Mary Anne Armstrong
a Notary Public, personally appeared RALPH S. MASON, III, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

                  WITNESS my hand and official seal.

                                            /s/ MARY ANNE ARMSTRONG
                                            -------------------------------
                                            Print Name MARY ANNE ARMSTRONG
                                            My Commission Expires
                                                  June 30, 2007

                                            [Seal]

                                       28
<PAGE>

                                                                       Exhibit A
                                                                to Deed of Trust

                                Legal Description

                                       29
<PAGE>

                                                                      Schedule A
                                                                to Deed of Trust

                            Leases of Trust Property

                                       30