EXHIBIT P

                   DEED OF TRUST AND SECURITY AGREEMENT WITH
                              ASSIGNMENT OF RENTS

     This Deed of Trust and Security Agreement with Assignment of Rents (the
"Deed of Trust") dated ___________________, _____ from ___________, a
___________ with its principal place of business and mailing address at
__________________ (hereinafter referred to as "Grantor") to
___________________, a _____________ with its principal place of business and
mailing address at ____________________, as Trustee (the "Trustee") and in
trust for the benefit of Harris Trust and Savings Bank, an Illinois banking
corporation with its principal place of business at 111 West Monroe Street,
Chicago, Illinois 60690, (hereinafter referred to as "Harris") for itself and
as agent hereunder for the Lenders hereinafter defined (Harris acting as such
agent and any successor or successors to Harris in such capacity being
hereinafter referred to as "Beneficiary");

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

     WHEREAS, Mississippi Chemical Corporation, a Mississippi corporation (the
"Borrower") has entered into with Harris (individually and as administrative
agent for itself and the lenders who may from time to time be parties to the
Credit Agreement described below (individually a "Lender" and collectively the
"Lenders")) that certain Credit Agreement dated as of November 25, 1997, as the
same may from time to time be amended (as so amended, the "Credit Agreement")
pursuant to which the Lenders commit, subject to certain terms and conditions,
to make a revolving credit facility (the "Revolving Credit") in the aggregate
principal amount of $______________ available to the Borrower; and

     WHEREAS, Harris may, pursuant to the Credit Agreement and as part of the
Revolving Credit referred to above, issue letters of credit (individually an
"L/C" and collectively the "L/Cs") for the account of the Borrower in an
aggregate face amount not to exceed $__________ and with expiry dates of not
more than one year from the date of issuance thereof, but in no event later
than _________________, _______, which L/Cs are to be issued upon and subject
to the terms of separate applications and agreements for L/Cs to be executed
by the Grantor (individually an "Application" and collectively the
"Applications"); and

     WHEREAS, pursuant to the Credit Agreement Harris commits, subject to
certain terms and conditions and as part of the Revolving Credit referred to
above, to make swingline loans (the "Swingline Loans") to the Borrower in an
aggregate principal amount outstanding at any time not to exceed
$________________; and

     WHEREAS, pursuant to the Credit Agreement the Lenders may, but are not
obligated to, make competitive bid loans ("Bid Loans" and, together with all
loans made under the Revolving Credit and all Swingline Loans, individually a
"Loan" and collectively the "Loans") to the Borrower in an aggregate principal
amount outstanding at any time which, together with the aggregate principal
amount of all other Loans then outstanding shall not exceed $________________;
and

     WHEREAS, all Loans made to the Borrower under the Credit Agreement are to
be evidenced by Revolving Credit Notes of the Borrower, aggregating
$__________, dated ____________, _____, payable to the order of the respective
Lender named thereon and maturing in no event later than _______________,
________ and bearing interest thereon at the rates and payable at the times
provided in the Credit Agreement (such promissory notes and any and all
promissory notes issued in renewal thereof or in substitution or replacement
therefor being hereinafter referred to collectively as the "Notes" and
individually as a "Note"); and

     WHEREAS, Grantor, _________ and ________ (individually  a "Guarantor" and
collectively the "Guarantors") have executed and delivered to the Lenders a
Guaranty Agreement dated _____________, ____ (such Guaranty Agreement, as the
same may from time to time be amended, the "Guaranty"), pursuant to which the
Guarantors guaranty the payment when due of all of the Borrower's indebtedness,
obligations and liabilities to the Lenders under the Credit Agreement, the
Notes and the Applications; and

     WHEREAS, the Borrower owns, directly or indirectly, equity interests in
the Grantor and provides Grantor with financial, management, administrative,
technical support and other services pursuant to a management services
agreement which enables Grantor to conduct its business in an orderly and
efficient manner in the ordinary course; and

     WHEREAS, Grantor will benefit, directly or indirectly, from credit and
other financial accommodations extended by the Lenders to the Borrower; and

     WHEREAS the Lenders (or the Beneficiary on their behalf) may enter into
an intercreditor agreement with the holders of the Borrower's Senior Notes
(or an agent or trustee on their behalf) to the extent such holders have a
security interest in certain of the Mortgaged Premises to set forth their
respective rights relating thereto; and

     NOW, THEREFORE, to secure (i) the payment of the principal of and interest
on the Notes as and when the same become due and payable (whether by lapse of
time, acceleration or otherwise) and all advances now or hereafter evidenced
thereby, (ii) the payment of all sums owing in connection with the L/Cs
(collectively, the "Reimbursement Obligations") as and when the same become due
and payable, (iii) the obligation of the Borrower to pay Beneficiary and the
Lenders certain fees, costs, expenses, indemnities and other amounts pursuant
to the Credit Agreement and the Applications, (iv) the payment and performance
by the Guarantors of all of their indebtedness, obligations and liabilities
under the Guaranty, (v) the payment of all other indebtedness, obligations and
liabilities which this Deed of Trust secures pursuant to any of its terms and
(vi) the observance and performance of all covenants and agreements contained
herein or in the Notes, the Credit Agreement, the Applications or in any other
instrument or document at any time evidencing or securing any of the foregoing
or setting forth terms and conditions applicable thereto (all of such
indebtedness, obligations and liabilities being hereinafter collectively
referred to as the "indebtedness hereby secured"), Grantor does hereby grant,
bargain, sell, convey, mortgage, warrant, assign, and pledge unto Trustee, its
successors and assigns, in trust, with power of sale as hereinafter set forth,
all of Grantor's right, title and interest in and to the properties, rights,
interests and privileges described in Granting Clauses I, II, III, IV, V, VI
and VII below, all of the same being collectively referred to herein as the
"Mortgaged Premises":

                               GRANTING CLAUSE I

     That certain real estate lying and being in ____________, County of
____________ and State of Mississippi more particularly described in Schedule I
attached hereto and made a part hereof.

                               GRANTING CLAUSE II

     All buildings and improvements of every kind and description heretofore or
hereafter erected or placed on the property described in Granting Clause I and
all materials intended for construction, reconstruction, alteration and repairs
of the buildings and improvements now or hereafter erected thereon, all of
which materials shall be deemed to be included within the premises immediately
upon the delivery thereof to the said real estate, and all fixtures, machinery,
apparatus, equipment, fittings and articles of personal property of every kind
and nature whatsoever now or hereafter attached to or contained in or used or
useful in connection with said real estate and the buildings and improvements
now or hereafter located thereon and the operation, maintenance and protection
thereof, including but not limited to all machinery, motors, fittings,
radiators, awnings, shades, screens, all gas, coal, steam, electric, oil and
other heating, cooking, power and lighting apparatus and fixtures, all fire
prevention and extinguishing equipment and apparatus, all cooling and
ventilating apparatus and systems, all plumbing, incinerating, and sprinkler
equipment and fixtures, all elevators and escalators, all communication and
electronic monitoring equipment, all window and structural cleaning rigs and
all other machinery and equipment of every nature and fixtures and
appurtenances thereto and all items of furniture, appliances, draperies,
carpets, other furnishings, equipment and personal property used or useful
in the operation, maintenance and protection of the said real estate and the
buildings and improvements now or hereafter located thereon and all renewals
or replacements thereof or articles in substitution therefor, whether or not
the same are or shall be attached to said real estate, buildings or
improvements in any manner, and all proceeds thereof; it being mutually agreed,
intended and declared that all the aforesaid property shall, so far as
permitted by law, be deemed to form a part and parcel of the real estate and
for the purpose of this Deed of Trust to be real estate and covered by this
Deed of Trust; and as to the balance of the property aforesaid, this Deed of
Trust is hereby deemed to be as well a Security Agreement under the provisions
of the Uniform Commercial Code of the State of Illinois for the purpose of
creating hereby a security interest in said property, which is hereby granted
by Grantor as debtor to Beneficiary as secured party, securing the indebtedness
hereby secured.  The addresses of Grantor (debtor) and Beneficiary (secured
party) appear at the beginning hereof.

                              GRANTING CLAUSE III

     All right, title and interest of Grantor now owned or hereafter acquired
in and to all and singular the estates, tenements, hereditaments, privileges,
easements, licenses, franchises, appurtenances and royalties, mineral, oil, and
water rights belonging or in any wise appertaining to the property described in
the preceding Granting Clause I and the buildings and improvements now or
hereafter located thereon and the reversions, rents, issues, revenues and
profits thereof, including all interest of Grantor in all rents, issues and
profits of the aforementioned property and all rents, issues, profits,
revenues, royalties, bonuses, rights and benefits due, payable or accruing
(including all deposits of money as advanced rent or for security) under any
and all leases or subleases and renewals thereof of, or under any contracts or
options for the sale of all or any part of, said property (including during
any period allowed by law for the redemption of said property after any
foreclosure or other sale), together with the right, but not the obligation,
to collect, receive and receipt for all such rents and other sums and apply
them to the indebtedness hereby secured and to demand, sue for and recover the
same when due or payable; provided that the assignments made hereby shall not
impair or diminish the obligations of Grantor under the provisions of such
leases or other agreements nor shall such obligations be imposed upon Trustee
or Beneficiary.  By acceptance of this Deed of Trust, Trustee agrees, not as a
limitation or condition hereof, but as a personal covenant available only to
Grantor that until an Event of Default shall occur giving Trustee the power of
sale or the right to foreclose this Deed of Trust, Grantor may collect, receive
(but not more than 30 days in advance) and enjoy such rents.

                               GRANTING CLAUSE IV

     All judgments, awards of damages, settlements and other compensation
heretofore or hereafter made resulting from condemnation proceedings or the
taking of the property described in Granting Clause I or any part thereof or
any building or other improvement now or at any time hereafter located thereon
or any easement or other appurtenance thereto under the power of eminent
domain, or any similar power or right (including any award from the United
States Government at any time after the allowance of the claim therefor, the
ascertainment of the amount thereof and the issuance of the warrant for the
payment thereof), whether permanent or temporary, or for any damage (whether
caused by such taking or otherwise) to said property or any part thereof or the
improvements thereon or any part thereof, or to any rights appurtenant thereto,
including severance and consequential damage, and any award for change of grade
of streets (collectively, "Condemnation Awards").

                               GRANTING CLAUSE V

     All property and rights, if any, which are by the express provisions of
this Deed of Trust required to be subjected to the lien hereof and any
additional property and rights that may from time to time hereafter, by
installation or writing of any kind, be subjected to the lien hereof by Grantor
or by anyone in Grantor's behalf.

                               GRANTING CLAUSE VI

     All rights in and to common areas and access roads on adjacent properties
heretofore or hereafter granted to Grantor and any after-acquired title or
reversion in and to the beds of any ways, roads, streets, avenues and alleys
adjoining the property described in Granting Clause I or any part thereof.

                              GRANTING CLAUSE VII

     All proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquidated claims, including, without limitation,
all proceeds and payments of insurance.

     TO HAVE AND TO HOLD the Mortgaged Premises and the properties, rights and
privileges hereby granted, bargained, sold, conveyed, mortgaged, warranted,
pledged and assigned, and in which a security interest is granted, or intended
so to be, unto Trustee, its successors and assigns, forever.

     IN TRUST NEVERTHELESS, upon the terms and trust herein set forth, for the
equal and proportionate benefit, security and protection of all present and
future holders of the indebtedness hereby secured; provided, however, that this
instrument is upon the express condition that if either (i) the provisions of
Section 7.26(c) of the Credit Agreement are satisfied, or (ii)  all of the
indebtedness hereby secured shall have been paid and performed in full
(including all sums payable under or according to the provisions of the
Applications), all L/C's issued pursuant to the Applications shall have expired
and any commitment in the Credit Agreement to advance funds shall have
terminated, then this instrument and the estate and rights hereby granted shall
cease, determine and be void and upon the written request and at the expense of
Grantor, the Beneficiary shall request Trustee to release this Deed of Trust,
the Trustee to then release this Deed of Trust without further inquiry or
liability; otherwise this Deed of Trust is to remain in full force and effect.

     Grantor hereby covenants and agrees with Trustee and Beneficiary as
follows:

      1.  Payment of the Indebtedness.  The indebtedness hereby secured will
be promptly paid as and when the same becomes due.

      2.  Further Assurances.  Grantor will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Deed of Trust and, without
limiting the foregoing, to make subject to the lien hereof any property agreed
to be subjected hereto or covered by the Granting Clauses hereof.

      3.  Ownership of the Mortgaged Premises.  Grantor covenants and warrants
that it is lawfully seized of and has good and marketable fee title to the
Mortgaged Premises free and clear of all liens, charges and encumbrances
whatsoever except encumbrances in the policy of title insurance accepted by the
Beneficiary and those permitted under the Credit Agreement (collectively,
"Permitted Encumbrances") and Grantor has good title, full power and authority
to convey, transfer and mortgage the same to Trustee for the uses and purposes
set forth in this Deed of Trust; and Grantor will warrant and defend the title
to the Mortgaged Premises against all claims and demands whatsoever.

      4.  Possession.  Provided no Event of Default has occurred and is
continuing hereunder, Grantor shall be suffered and permitted to remain in full
possession, enjoyment and control of the Mortgaged Premises, subject always to
the observance and performance of the terms of this Deed of Trust.

      5.  Payment of Taxes.  Grantor shall pay before any penalty attaches, all
general taxes and all special taxes, special assessments, water, drainage and
sewer charges and all other charges of any kind whatsoever, ordinary or
extraordinary, which may be levied, assessed, imposed or charged on or against
the Mortgaged Premises or any part thereof and which, if unpaid, might by law
become a lien or charge upon the Mortgaged Premises or any part thereof, and
shall, upon written request, exhibit to Beneficiary official receipts
evidencing such payments, except that, unless and until foreclosure,
distraint, sale or other similar proceedings shall have been commenced, no
such charge or claim need be paid if being contested (except to the extent any
full or partial payment shall be required by law), after notice to Beneficiary,
by appropriate proceedings which shall operate to prevent the collection
thereof or the sale or forfeiture of the Mortgaged Premises or any part
thereof to satisfy the same, conducted in good faith and with due diligence
and if Grantor shall have furnished such security, if any, as may be required
in the proceedings or requested by Trustee or Beneficiary.

      6.  Payment of Taxes on Notes, Deed of Trust or Interest of Trustee,
Beneficiary or Lender.  Grantor agrees that if any tax, assessment or
imposition upon this Deed of Trust or the indebtedness hereby secured, or
the Notes or Applications arising by virtue of the fact that this Deed of
Trust has been executed and delivered, or the interest of Trustee or
Beneficiary in the Mortgaged Premises or upon Trustee, Beneficiary or any
Lender by reason of or as a holder of any of the foregoing (excepting
therefrom any income tax on interest payments on the principal portion of the
indebtedness hereby secured imposed by the United States or any state) is
levied, assessed or charged, then, unless all such taxes are paid by Grantor
to, for or on behalf of Trustee, Beneficiary or such Lender, as the case may
be, as they become due and payable (which Grantor agrees to do upon demand of
Trustee, Beneficiary or such Lender, to the extent permitted by law), or
Trustee, Beneficiary or such Lender, as the case may be, is reimbursed for
any such sum advanced by Trustee or Beneficiary, all sums hereby secured
shall become immediately due and payable, at the option of Trustee or
Beneficiary upon ninety (90) days' notice to Grantor, notwithstanding
anything contained herein or in any law heretofore or hereafter enacted,
including any provision thereof forbidding Grantor from making any such
payment.  Grantor agrees to exhibit to Trustee, Beneficiary or any Lender,
upon request, official receipts showing payment of all taxes and charges
which Grantor is required to pay hereunder.

      7.  Recordation and Payment of Taxes and Expenses Incident Thereto.
Grantor will cause this Deed of Trust, all deeds of trust supplemental hereto
and any financing statement or other notice of a security interest required by
Trustee or Beneficiary at all times to be kept, recorded and filed at its own
expense in such manner and in such places as may be required by law for the
recording and filing or for the rerecording and refiling of a mortgage,
security interest, assignment or other lien or charge upon the Mortgaged
Premises, or any part thereof, in order fully to preserve and protect the
rights of Trustee and Beneficiary hereunder and, without limiting the
foregoing, Grantor will pay or reimburse Trustee or Beneficiary for the
payment of any and all taxes, fees or other charges incurred in connection
with any such recordation or rerecordation, including any documentary stamp
tax or tax imposed upon the privilege of having this Deed of Trust or any
instrument issued pursuant hereto recorded.

      8.  Insurance.  Grantor will, at its expense, keep all buildings,
improvements, equipment and other property now or hereafter constituting part
of the Mortgaged Premises insured against loss or damage by fire, lightning,
windstorm, explosion, flood, earthquake, mechanical and electrical breakdown,
and such other risks as are usually included under "all risk" policies, or
which are usually insured against by owners of like property.  Such coverage
shall be in amounts sufficient to prevent Grantor, Trustee or Beneficiary
from becoming a co-insurer of any loss under applicable policies and such
coverage shall provide that the losses are to be adjusted and paid on the
basis of replacement value without deduction for physical depreciation.
Losses shall be payable to Borrower and Beneficiary, such rights to be
evidenced by the usual standard non-contributory form of mortgage clause to
be attached to each policy.  Grantor shall not carry separate insurance
concurrent in kind or form and contributing in the event of loss, with any
insurance required hereby.  Grantor shall also obtain and maintain public
liability and workers' compensation insurance (or qualified self-insurance)
in each case in form and content reasonably satisfactory to Beneficiary and
in amounts as are customarily carried by owners of like property.  All
insurance required hereby shall be maintained with good and responsible
insurance companies reasonably satisfactory to Beneficiary.  Policies shall
be issued such that:  (i) no deductible amount shall be in excess of
$3,000,000 unless approved in writing by Beneficiary, (ii) any losses shall
be payable notwithstanding any act or negligence of Grantor, and (iii) no
cancellation or non-renewal thereof shall be effective until at least
thirty (30) days after receipt by Grantor and Beneficiary of written notice
thereof, and shall be reasonably satisfactory to Beneficiary in all other
material respects.  Upon the execution of this Deed of Trust and thereafter
not less than fifteen (l5) days prior to the expiration date of any policy
delivered pursuant to this Deed of Trust, Grantor will deliver to Beneficiary
certificates of insurance showing that Grantor has in effect insurance
required by this Deed of Trust. In the event of foreclosure, Grantor
authorizes and empowers Beneficiary to effect insurance upon the Mortgaged
Premises in amounts aforesaid for a period covering the time of redemption
from foreclosure sale provided by law, and if necessary therefor to cancel
any or all existing insurance policies to the extent that they apply to the
Mortgaged Premises.

      9.  Damage to or Destruction of Mortgaged Premises.

            (a)   Notice.  In case of any material damage to or destruction of
the Mortgaged Premises or any part thereof having a replacement cost value in
excess of $3,000,000, Grantor shall promptly give written notice thereof to
Beneficiary, generally describing the nature and extent of such damage or
destruction, except to the extent said Mortgaged Premises (i) prior to its
damage or destruction are uneconomical, obsolete or worn-out or (ii) are not
necessary for or of importance to the proper conduct of Mortgagor's business in
the ordinary course and all other parts of the Mortgaged Premises damaged or
destroyed during the preceding twelve (12) calendar months had an a replacement
cost value, prior to its damage or destruction, of less than $3,000,000.

            (b)   Restoration.  In case of any damage to or destruction of the
Mortgaged Premises or any part thereof, Grantor, whether or not the insurance
proceeds, if any, received on account of such damage or destruction shall be
sufficient for the purpose, at Grantor's expense, will promptly commence and
complete (subject to unavoidable delays occasioned by strikes, lockouts, acts
of God, inability to obtain labor or materials, governmental restrictions and
similar causes beyond the reasonable control of Grantor) the restoration,
replacement or rebuilding of the Mortgaged Premises as nearly as possible to
its value, condition and character immediately prior to such damage or
destruction, except to the extent such property is not necessary to the
conduct of the Grantor's business in the ordinary course, or apply such
proceeds to the prepayment of the indebtedness hereby secured.

            (c)   Adjustment of Loss.  Grantor shall have the right to adjust
and compromise any losses under any insurance afforded pursuant hereto, but any
adjustment and/or compromise of losses involving damage or destruction of the
Mortgaged Premises or any part thereof in excess of $3,000,000 shall be subject
to final approval of Beneficiary.

            (d)   Application of Insurance Proceeds.  Net insurance proceeds
received by Beneficiary under the provisions of this Deed of Trust or any
instruments supplemental hereto or thereto or under any policy or policies of
insurance covering the Mortgaged Premises or any part thereof shall first be
applied toward the payment of the amount owing on the indebtedness hereby
secured in such order of application as Beneficiary may elect whether or not
the same may then be due or be otherwise adequately secured; provided,
however, that such proceeds shall be made available for the restoration of
the portion of the Mortgaged Premises damaged or destroyed if written
application for such use is made within thirty (30) days of receipt of such
proceeds and no Event of Default or event which, with the passage of time,
giving of notice, or both would constitute an Event of Default, shall have
occurred and be continuing and, if the replacement cost of the portion of
the Mortgaged Premises damaged or destroyed exceeds $10,000,000, the
following conditions are satisfied:  (i) Grantor has in effect business
interruption insurance covering the income to be lost during the restoration
period as a result of the damage or destruction to the Mortgaged Premises
(subject to deductibles that do not impair the Borrower's ability to pay its
obligations during the restoration period) or provides Beneficiary with other
evidence satisfactory to it that Grantor has cash resources sufficient to pay
its obligations during the restoration period; (ii) the effect of the damage
to or destruction of the Mortgaged Premises giving rise to receipt of the
insurance proceeds is not to terminate, or give a lessee the option to
terminate, any lease of all or any portion of the Mortgaged Premises; (iii) if
an Event of Default, or event which, with the lapse of time, the giving
of notice, or both, would constitute an Event of Default, shall occur during
restoration Beneficiary may, at its election, apply any insurance proceeds then
remaining in its hands to the reduction of the indebtedness evidenced by the
Notes and the other indebtedness hereby secured; (iv) Grantor shall have
submitted to Beneficiary plans and specifications for the restoration which
shall be satisfactory to it; and (v) Grantor shall submit to Beneficiary fixed
price contracts with good and responsible contractors and materialmen covering
all work and materials necessary to complete restoration and providing for a
total completion price not in excess of the amount of insurance proceeds
available for restoration, or, if a deficiency shall exist, Grantor shall have
deposited the amount of such deficiency with Beneficiary.  Any insurance
proceeds to be released pursuant to the foregoing provisions may at the option
of Beneficiary be disbursed from time to time as restoration progresses to pay
for restoration work completed and in place and such disbursements may at
Beneficiary's option be made directly to Grantor or to or through any
contractor or materialman to whom payment is due or to or through a
construction escrow to be maintained by a title insurer acceptable to
Beneficiary.  Beneficiary may impose such further conditions upon the release
of insurance proceeds (including the receipt of title insurance) as are
customarily imposed by prudent construction lenders to insure the completion
of the restoration work free and clear of all liens or claims for lien.  All
title insurance charges and other costs and expenses paid to or for the
account of Grantor in connection with the release of such insurance proceeds
shall constitute so much additional indebtedness hereby secured to be payable
upon demand with interest at the rate applicable to the Notes at the time such
costs or expenses are incurred.  Beneficiary may deduct any such costs and
expenses from insurance proceeds at any time standing in its hands.  If
Grantor fails to request that insurance proceeds be applied to the restoration
of the improvements or if Grantor makes such a request but fails to complete
restoration within a reasonable time, Beneficiary shall have the right, but
not the duty, to release the proceeds thereof for use in restoring the
Mortgaged Premises or any part thereof for or on behalf of Grantor in lieu of
applying said proceeds to the indebtedness hereby secured and for such purpose
may do all acts necessary to complete such restoration, including advancing
additional funds in a commercially reasonable manner and in good faith, and
any additional funds so advanced shall constitute part of the indebtedness
hereby secured and shall be payable on demand with interest at the Default
Rate or such lower rate of interest as Grantor and all of the Lenders may
agree at the time such funds are advanced.

     10.  Eminent Domain.  Grantor acknowledges that Condemnation Awards have
been assigned to Trustee and Beneficiary, which awards Trustee and Beneficiary
are hereby irrevocably authorized to collect and receive, and to give
appropriate receipts and acquittances therefor, and at Beneficiary's option,
to apply the same toward the payment of the amount owing on account of the
indebtedness hereby secured in such order of application as Beneficiary may
elect and whether or not the same may then be due and payable or otherwise
adequately secured, and Grantor covenants and agrees that Grantor will give
Beneficiary immediate notice of the actual or threatened commencement of any
proceedings under condemnation or eminent domain affecting all or any part of
the Mortgaged Premises including any easement therein or appurtenance thereof
or severance and consequential damage and change in grade of streets, and will
deliver to Beneficiary copies of any and all papers served in connection with
any such proceedings.  Grantor further covenants and agrees to make, execute
and deliver to Beneficiary, at any time or times upon request, free, clear and
discharged of any encumbrances of any kind whatsoever, any and all further
assignments and/or instruments deemed necessary by Beneficiary for the purpose
of validly and sufficiently assigning all awards and other compensation
heretofore and hereafter to be made to Grantor for any taking, either permanent
or temporary, under any such proceeding.

     11.  Construction, Repair, Waste, Etc.  Grantor agrees that no building or
other improvement on the Mortgaged Premises and constituting a part thereof and
having a fair market value in excess of $3,000,000 shall be altered, removed or
demolished nor shall any fixtures or appliances on, in or about said buildings
or improvements be severed, removed, sold or mortgaged, without the consent of
Beneficiary and in the event of the demolition or destruction in whole or in
part of any of the fixtures, chattels or articles of personal property covered
hereby, Grantor covenants that the same will be replaced promptly by similar
fixtures, chattels and articles of personal property at least equal in quality
and condition to those replaced, free from any security interest in or
encumbrance thereon or reservation of title thereto; to permit, commit or
suffer no waste, impairment or deterioration of the Mortgaged Premises or any
part thereof; to keep and maintain said Mortgaged Premises and every part
thereof in such condition that is commercially reasonable and in the ordinary
course of business for facilities in Grantor's industry; to comply in all
material respects with all statutes, orders, requirements or decrees relating
to the Mortgaged Premises by any federal, state or municipal authority; to
observe and comply in all material respects with all conditions and
requirements necessary to preserve and extend any and all rights, licenses,
permits (including, but not limited to, zoning variances, special exceptions
and non-conforming uses), privileges, franchises and concessions which are
applicable to the Mortgaged Premises or which have been granted to or
contracted for by Grantor in connection with any existing or presently
contemplated use of the Mortgaged Premises or any part thereof and not to
initiate or acquiesce in any changes to or terminations of any of the
foregoing or of zoning classifications affecting the use to which the
Mortgaged Premises or any part thereof may be put that would  materially
and adversely affect the Mortgaged Premises without the prior written consent
of Beneficiary.

     12.  Liens and Encumbrances.  Grantor will not, without the prior written
consent of Beneficiary, directly or indirectly, create or suffer to be created
or to remain and will discharge or promptly cause to be discharged any
mortgage, lien, encumbrance or charge on, pledge of, or conditional sale or
other title retention agreement with respect to, the Mortgaged Premises or any
part thereof, whether superior or subordinate to the lien hereof, except for
this Deed of Trust and the Permitted Encumbrances.

     13.  Right of Trustee or Beneficiary to Perform Grantor's Covenants, Etc.
If Grantor shall fail to make any payment or perform any act required to be
made or performed hereunder, Trustee or Beneficiary, without waiving or
releasing any obligation or default, may (but shall be under no obligation to)
at any time thereafter make such payment or perform such act for the account
and at the expense of Grantor, and may enter upon the Mortgaged Premises or
any part thereof for such purpose and take all such action thereon as, in the
opinion of Trustee or Beneficiary, may be reasonably necessary or appropriate
therefor.  All sums so paid by Trustee or Beneficiary and all costs and
expenses (including without limitation reasonable attorneys' fees and
expenses) so incurred, together with interest thereon from the date of payment
or incurrence at the Default Rate, shall constitute so much additional
indebtedness hereby secured and shall be paid by Grantor to the party who
made such payment on demand.  Trustee or Beneficiary in making any payment
authorized under this Section relating to taxes or assessments may do so
according to any bill, statement or estimate procured from the appropriate
public office without inquiry into the accuracy of such bill, statement or
estimate or into the validity of any tax assessment, sale, forfeiture, tax
lien or title or claim thereof.  Trustee or Beneficiary, in performing any
act hereunder, shall be the sole judge of whether Grantor is required to
perform same under the terms of this Deed of Trust so long as it does so in
good faith.

     14.  After-Acquired Property.  Any and all property hereafter acquired
which is of the kind or nature described in granting clauses II, III, IV, V, VI
or VII shall ipso facto, and without any further conveyance, assignment or act
on the part of Grantor, become and be subject to the lien of this Deed of Trust
as fully and completely as though specifically described herein; but
nevertheless Grantor shall from time to time, if requested by Trustee or
Beneficiary, execute and deliver any and all such further assurances,
conveyances and assignments as Trustee or Beneficiary may reasonably require
for the purpose of expressly and specifically subjecting to the lien of this
Deed of Trust all such property.

     15.  Inspection by Trustee or Beneficiary.  Trustee, Beneficiary and any
Lender shall have the right to inspect the Mortgaged Premises at all reasonable
times, and access thereto shall be permitted for that purpose, provided that
all such inspections shall be made in compliance with applicable health and
safety laws.

     16.  Subrogation.  Grantor acknowledges and agrees that Trustee and
Beneficiary shall be subrogated to any lien discharged out of the proceeds of
any extension of credit evidenced by the Notes or out of any advance by Trustee
or Beneficiary hereunder, irrespective of whether or not any such lien may have
been released of record.

     17.  Events of Default.  Any one or more of the following shall constitute
an "Event of Default" hereunder:

            (a)   the Mortgaged Premises or any part thereof shall be sold,
transferred, or conveyed, whether voluntarily or involuntarily, by operation of
law or otherwise, except for sales permitted by the Credit Agreement or sales
of obsolete, worn out or unusable fixtures or personal property; or

            (b)   any indebtedness secured by a lien or charge on the Mortgaged
Premises or any part thereof which is or could become prior to the lien hereof
is not paid when due or proceedings are commenced to foreclose or otherwise
realize upon any such lien or charge or to have a receiver appointed for the
property subject thereto or to place the holder of such indebtedness or its
representative in possession thereof; or

            (c)    any event occurs or condition exists which is specified as
an "Event of Default" under the Credit Agreement; or

            (d)   the Mortgaged Premises is abandoned (within the meaning of
the laws of the jurisdiction in which the Mortgaged Premises are located).

     For the purposes of this Deed of Trust, the Mortgaged Premises shall be
deemed to have been sold, transferred or conveyed in the event that more than
fifty percent of the equity interest in Grantor shall be sold, transferred or
conveyed, whether voluntarily or involuntarily, subsequent to the date hereof
whether in one or a series of related or unrelated transactions.

     18.  Remedies.  When any Event of Default has occurred and is continuing
or (regardless of the pendency of any proceeding which has or might have the
effect of preventing Grantor from complying with the terms of this instrument
and of the adequacy of the security for the Notes, Reimbursement Obligations
and the other indebtedness hereby secured), and in addition to such other
rights as may be available under applicable law, but subject at all times to
any mandatory legal requirements:

            (a)   Acceleration.  Beneficiary may, by written notice to Grantor,
declare the Notes, Reimbursement Obligations and all unpaid indebtedness hereby
secured, including any interest then accrued thereon, to be forthwith due and
payable, whereupon the same shall become and be forthwith due and payable,
without other notice or demand of any kind.

            (b)   Uniform Commercial Code.  Trustee shall, with respect to any
part of the Mortgaged Premises constituting property of the type in respect of
which realization on a lien or security interest granted therein is governed by
the Uniform Commercial Code, have all the rights, options and remedies of a
secured party under the Uniform Commercial Code of Illinois, including without
limitation, the right to the possession of any such property, or any part
thereof, and the right to enter without legal process any premises where any
such property may be found.  Any requirement of said Uniform Commercial Code
for reasonable notification shall be met by mailing written notice to Grantor
at its address above set forth at least ten (l0) days prior to the sale or
other event for which such notice is required.  The costs and expenses of
retaking, selling, and otherwise disposing of said property, including
reasonable attorneys' fees and legal expenses incurred in connection
therewith, shall constitute so much additional indebtedness hereby secured
and shall be payable upon demand with interest at the Default Rate.

            (c)   Foreclosure.  Trustee may proceed to protect and enforce the
rights of Trustee or Beneficiary hereunder (i) by any action at law, suit in
equity or other appropriate proceedings, whether for the specific performance
of any agreement contained herein, or for an injunction against the violation
of any of the terms hereof, or in aid of the exercise of any power granted
hereby or by law, or (ii) by the foreclosure of this Deed of Trust.

            (d)   Exercise of Power of Sale.  After the lapse of such time as
may then be required by law, if any, and notice of default and notice of the
time, place and terms of sale having been given as then required by law,
including without limitation Section 89-1-55 of the Mississippi Code of 1972,
as amended, Trustee, without demand on Grantor, shall sell the Mortgaged
Premises on the date and at the time and place designated in the notice of
sale, either as a whole or in separate parcels, and in such order as
Beneficiary may determine, at public auction to the highest bidder, the
purchase price payable in lawful money of the United States at the time of
sale.  The person conducting the sale may, for any cause deemed expedient,
postpone the sale from time to time until it shall be completed and, in
every such case, notice of postponement shall be given by public declaration
thereof by such person at the time and place last appointed for the sale.
If the Mortgaged Premises is located in two or more counties or two or more
judicial districts of the same county, the Trustee may sell the whole in any
of the counties, or in either of the judicial districts of a county in which
any part of the land lies.  Trustee shall execute and deliver to the purchaser
a Trustee's Deed conveying the Property so sold, but without any covenant of
warranty, express or implied.  The recitals in the Trustee's Deed of any
matters or facts shall be conclusive proof of the truthfulness thereof.
Beneficiary may bid at the sale.  Trustee shall apply the proceeds of the sale
to payment of (a) the costs and expenses of exercising the power of sale and
of the sale, including the payment of the Trustee's fees and attorney fees and
costs; (b) cost of any evidence of title procured in connection with such
sale; (c) all sums expended under the terms hereof in conjunction with any
default provision hereunder, not then repaid, with accrued interest at the
Default Rate; (d) all sums then secured by this Deed of Trust, including
interest and principal on the Notes and the Reimbursement Obligations; and
(e) the remainder, if any, to the person or persons legally entitled
thereto, or Trustee, in Trustee's discretion, may deposit the balance of such
proceeds with the Chancery Clerk of __________ County, Mississippi.

            (e)   Appointment of Receiver.  Trustee or Beneficiary shall, as a
matter of right, without notice and without giving bond to Grantor or anyone
claiming by, under or through it, and without regard to the solvency or
insolvency of Grantor or the then value of the Mortgaged Premises, be entitled
to have a receiver appointed of all or any part of the Mortgaged Premises and
the rents, issues and profits thereof, with such power as the court making such
appointment shall confer, and Grantor hereby consents to the appointment of
such receiver and shall not oppose any such appointment.  Any such receiver
may, to the extent permitted under applicable law, without notice, enter upon
and take possession of the Mortgaged Premises or any part thereof by force,
summary proceedings, ejectment or otherwise, and may remove Grantor or other
persons and any and all property therefrom, and may hold, operate and manage
the same and receive all earnings, income, rents, issues and proceeds accruing
with respect thereto or any part thereof, whether during the pendency of any
foreclosure or until any right of redemption shall expire or otherwise.

            (f)   Taking Possession, Collecting Rents, Etc.  Trustee or
Beneficiary or their agent may enter and take possession of the Mortgaged
Premises or any part thereof and manage, operate, insure, repair and improve
the same and take any action which, in Trustee's or Beneficiary's judgment, is
reasonably necessary or proper to conserve the value of the Mortgaged Premises.
Beneficiary may also take possession of, and for these purposes use, any and
all personal property contained in the Mortgaged Premises and used in the
operation, rental or leasing thereof or any part thereof.  Trustee or
Beneficiary or their agent shall be entitled to collect and receive all
earnings, revenues, rents, issues and profits of the Mortgaged Premises or
any part thereof (and for such purpose Grantor does hereby irrevocably
constitute and appoint Beneficiary its true and lawful attorney-in-fact for
it and in its name, place and stead to receive, collect and receipt for all
of the foregoing, Grantor irrevocably acknowledging that any payment made to
Beneficiary hereunder shall be a good receipt and acquittance against Grantor
to the extent so made) and to apply same to the reduction of the indebtedness
hereby secured.  The right to enter and take possession of the Mortgaged
Premises and use any personal property therein, to manage, operate and
conserve the same, and to collect the rents, issues and profits thereof, shall
be in addition to all other rights or remedies of Trustee or Beneficiary
hereunder or afforded by law, and may be exercised concurrently therewith or
independently thereof.  The costs and expenses (including any receiver's fees,
counsels' fees, costs and agent's compensation) incurred pursuant to the
powers herein contained shall be so much additional indebtedness hereby
secured which Grantor promises to pay upon demand together with interest at
the Default Rate.  Trustee or Beneficiary shall not be liable to account to
Grantor for any action taken pursuant hereto other than to account for any
rents actually received by Trustee or Beneficiary.  Without taking possession
of the Mortgaged Premises, Trustee or Beneficiary may, in the event the
Mortgaged Premises becomes vacant or is abandoned, take such steps as it deems
commercially reasonably appropriate to protect and secure the Mortgaged
Premises (including hiring watchmen therefor) and all costs incurred in so
doing shall constitute so much additional indebtedness hereby secured payable
upon demand with interest thereon at the Default Rate.

     19.  Waiver of Right to Redeem From Sale - Waiver of Appraisement,
Valuation, Etc.  Grantor shall not and will not apply for or avail itself of
any appraisement, valuation, stay, extension or exemption laws, or any
so-called "Moratorium Laws," now existing or hereafter enacted in order to
prevent or hinder the enforcement or foreclosure of this Deed of Trust, but
hereby waives the benefit of such laws.  Grantor for itself and all who may
claim through or under it waives any and all right to have the property and
estates comprising the Mortgaged Premises marshalled upon any foreclosure of
the lien hereof and agrees that any court having jurisdiction to foreclose
such lien may order the Mortgaged Premises sold as an entirety.  In the event
of any sale made under or by virtue of this Deed of Trust, the whole of the
Mortgaged Premises may be sold in one parcel as an entirety or in separate
lots or parcels at the same or different times, all as the Beneficiary may
determine.  Beneficiary shall have the right to become the purchaser at any
sale made under or by virtue of this Deed of Trust and Beneficiary so
purchasing at any such sale shall have the right to be credited upon the
amount of the bid made therefor by Beneficiary with the amount payable to
Trustee by Grantor out of the net proceeds of such sale.  In the event of any
such sale, the Notes, Reimbursement Obligations and the other indebtedness
hereby secured, if not previously due, shall be and become immediately due and
payable without demand or notice of any kind. Grantor hereby waives any and
all rights of redemption prior to or from sale under any order or decree of
foreclosure pursuant to rights herein granted, on behalf of Grantor, and each
and every person acquiring any interest in, or title to the Mortgaged Premises
described herein subsequent to the date of this Deed of Trust, and on behalf
of all other persons to the extent permitted by applicable law.

     20.  Costs and Expenses of Foreclosure.  In case of any sale of the
Mortgaged Premises, or any part thereof, pursuant to any judgment or decree of
any court or pursuant to the power of sale herein contained or in connection
with the enforcement of any of the terms of this Deed of Trust or otherwise or
by virtue of this Deed of Trust, there shall be allowed and included as
additional indebtedness to be paid out of the proceeds of such sale, reasonable
Trustee's fees incurred in connection with any exercise of the power of sale
granted hereunder for all services rendered by Trustee, its agents, attorneys
and counsel in and about foreclosure, enforcement or other protection of this
Deed of Trust and all expenditures and expenses which may be paid or incurred
by or on behalf of Trustee and/or Beneficiary and any Lender for attorneys'
fees, appraisers' fees, environmental auditors' fees, outlays for documentary
and expert evidence, stenographic charges, publication costs and costs (which
may be estimated as the items to be expended after such Trustee's sale or the
entry of any foreclosure order or the decree) of procuring all such abstracts
of title, title searches and examination, guarantee policies, and similar
data and assurances with respect to title as Trustee or Beneficiary may deem
to be reasonably necessary either to prosecute any foreclosure action or to
evidence to the bidder at any sale pursuant thereto the true condition of the
title to or the value of the Mortgaged Premises, all of which expenditures
shall become so much additional indebtedness hereby secured which Grantor
agrees to pay and all of such shall be immediately due and payable with
interest thereon from the date of expenditure until paid at the Default Rate.

     21.  Application of Proceeds.  The proceeds of any foreclosure or other
sale of the Mortgaged Premises or of any sale of property pursuant to Section
17(b) hereof shall be distributed as provided in Section 3.6 of the Credit
Agreement and, if applicable, any intercreditor agreement between the Lenders
(or the Beneficiary on their behalf) and any other holders of a lien or
security interest in the Mortgaged Premises or any part thereof.

     22.  Deficiency Decree.  If at any foreclosure proceeding the Mortgaged
Premises shall be sold for a sum less than the total amount of indebtedness for
which judgment is therein given, the judgment creditor shall be entitled to the
entry of a deficiency decree against Grantor and against the property of
Grantor for the amount of such deficiency; and Grantor does hereby irrevocably
consent to the appointment of a receiver for the Mortgaged Premises and the
property of Grantor and of the rents, issues and profits thereof after such
sale and until such deficiency decree is satisfied in full.

     23.  Trustee's, Beneficiary's and Lenders' Remedies Cumulative - No
Waiver.  No remedy or right of Trustee, Beneficiary or any Lender shall be
exclusive of but shall be cumulative and in addition to every other remedy or
right now or hereafter existing at law or in equity or by statute or
otherwise.  No delay in the exercise or omission to exercise any remedy or
right accruing on any default shall impair any such remedy or right or be
construed to be a waiver of any such default or acquiescence therein, nor
shall it affect any subsequent default of the same or a different nature.
Every such remedy or right may be exercised concurrently or independently,
and when and as often as may be deemed expedient by Trustee and Beneficiary.

     24.  Trustee and Beneficiary Party to Suits.  If Trustee or Beneficiary
shall be made a party to or shall intervene in any action or proceeding
affecting the Mortgaged Premises or the title thereto or the interest of
Trustee and Beneficiary under this Deed of Trust (including probate and
bankruptcy proceedings), or if Trustee and Beneficiary employs an attorney to
collect any or all of the indebtedness hereby secured or to enforce any of the
terms hereof or realize hereupon or to protect the lien hereof, or if Trustee
and Beneficiary shall incur any costs or expenses in preparation for the
commencement of any foreclosure proceedings or for the defense of any
threatened suit or proceeding which might affect the Mortgaged Premises or the
security hereof, whether or not any such foreclosure or other suit or
proceeding shall be actually commenced, then in any such case, Grantor agrees
to pay to Trustee and Beneficiary, immediately and without demand, all
reasonable costs, charges, expenses and attorney's fees incurred by Trustee
and Beneficiary in any such case, and the same shall constitute so much
additional indebtedness hereby secured payable upon demand with interest at
the Default Rate.

     25.  Modifications Not to Affect Lien.  Trustee and Beneficiary, without
notice to anyone, and without regard to the consideration, if any, paid
therefor, or the presence of other liens on the Mortgaged Premises, may in its
discretion release any part of the Mortgaged Premises or any person liable for
any of the indebtedness hereby secured, may extend the time of payment of any
of the indebtedness hereby secured and may grant waivers or other indulgences
with respect hereto and thereto, and may agree with Grantor to modifications
to the terms and conditions contained herein or otherwise applicable to any
of the indebtedness hereby secured (including modifications in the rates of
interest applicable thereto), without in any way affecting or impairing the
liability of any party liable upon any of the indebtedness hereby secured or
the priority of the lien of this Deed of Trust upon all of the Mortgaged
Premises not expressly released, and any party acquiring any direct or
indirect interest in the Mortgaged Premises shall take same subject to all of
the provisions hereof.

     26.  Notices.  Except as otherwise specified herein, all notices hereunder
shall be in writing (including, without limitation, notice by telecopy) and
shall be given to the relevant party, and shall be deemed to have been made
when given to the relevant party, in accordance with Section 11.7 of the
Credit Agreement.

     27.  Environmental Matters.

     (a)  Definitions.  The following terms when used herein shall have the
following meanings:

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C. SectionSection9601 et seq., and any
future amendments.

     "Environmental Claim" means any investigation, notice, violation, demand,
allegation, action, suit, injunction, judgment, order, consent decree, penalty,
fine, lien, proceeding or claim (whether administrative, judicial or private in
nature) arising (a) pursuant to, or in connection with an actual or alleged
violation of, any Environmental Law, (b) in connection with any Hazardous
Material, (c) from any abatement, removal, remedial, corrective or response
action in connection with a Hazardous Material, Environmental Law or order of a
governmental authority, or (d) from any actual or alleged damage, injury,
threat or harm to health, safety, natural resources or the environment.

     "Environmental Law" means any current or future Legal Requirement
pertaining to (a) the protection of health, safety and the indoor or outdoor
environment, (b) the conservation, management or use of natural resources and
wildlife, (c) the protection or use of surface water or groundwater, (d) the
management, manufacture, possession, presence, use, generation, transportation,
treatment, storage, disposal, Release, threatened Release, abatement, removal,
remediation or handling of, or exposure to, any Hazardous Material, or (e)
pollution (including any Release to air, land, surface water or groundwater),
and any amendment, rule, regulation, order or directive issued thereunder.

     "Environmental Reports" means the Phase I Environmental Assessments of the
Mortgaged Premises described in Granting Clause I conducted and delivered
pursuant to the Credit Agreement.

     "Hazardous Material" means any substance, chemical, compound, product,
solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which
is hazardous or toxic, and includes, without limitation, (a) asbestos,
polychlorinated biphenyls and petroleum (including crude oil or any fraction
thereof) and (b) any material classified or regulated as "hazardous" or "toxic"
or words of like import pursuant to an Environmental Law.

     "Hazardous Material Activity" means any activity, event or occurrence
involving a Hazardous Material, including, without limitation, the manufacture,
possession, presence, use, generation, transportation, treatment, storage,
disposal, Release, threatened Release, abatement, removal, remediation,
handling of or corrective or response action to any Hazardous Material.

     "Legal Requirement" means any treaty, convention, statute, law,
regulation, ordinance, license, permit, governmental approval, injunction,
judgment, order, consent decree or other requirement of any governmental
authority, whether federal, state, or local.

     "Material Adverse Effect" means any change or effect that individually or
in the aggregate is or is reasonably likely to be materially adverse to (a) the
assets, operations, income, condition (financial or otherwise) or business
prospects of the Grantor and its subsidiaries, taken as a whole, (b) the lien
of any mortgage, deed of trust or other security agreement covering the
Mortgaged Premises or any part thereof, (c) the ability of the Grantor and its
subsidiaries taken as a whole, to perform their obligations under any loan
agreement, promissory note, mortgage, deed of trust, security agreement or any
other instrument or document evidencing or securing any indebtedness,
obligations or liabilities of the Grantor and it subsidiaries taken as a whole,
owing to the Lenders or setting forth terms and conditions applicable thereto
or otherwise relating thereto, or (d) the condition or fair market value of
the Mortgaged Premises.

     "RCRA" means the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments
of 1984, 42 U.S.C. SectionSection6901 et seq., and any future amendments.

     "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, migration, dumping, or
disposing into the indoor or outdoor environment, including, without
limitation, the abandonment or discarding of barrels, drums, containers, tanks
or other receptacles containing or previously containing any Hazardous
Material.

     (b)  Representations and Warranties.  Except as set forth in the
Environmental Reports, the Grantor represents and warrants that:  (i) the
Grantor and the Mortgaged Premises comply in all material respects with all
applicable Environmental Laws; (ii) the Grantor has obtained all governmental
approvals required for its operations and the Mortgaged Premises by any
applicable Environmental Law except for such approvals which if not obtained
could not reasonably be expected to have a Material Adverse Effect;  (iii) the
Grantor has not, and has no knowledge of any other person who has, caused any
Release, threatened Release or disposal of any Hazardous Material at, on,
about, or off the Mortgaged Premises that could reasonably be expected to have
a Material Adverse Effect on the Mortgaged Premises and, to the knowledge of
the Grantor, the Mortgaged Premises is not adversely affected by any Release,
threatened Release or disposal of a Hazardous Material originating or emanating
from any other property that has not been properly remediated; (iv) to
Grantor's knowledge, the Mortgaged Premises does not contain and has not
contained any:  (1) underground storage tank, (2) amounts of asbestos
containing building material, (3) any landfills or dumps, (4) hazardous waste
management facility as defined pursuant to RCRA or any comparable state law, or
(5) site on or nominated for the National Priority List promulgated pursuant to
CERCLA or any state remedial priority list promulgated or published pursuant to
any comparable state law; (v) except in the ordinary course of business but
always in compliance in all material respects with all applicable laws, rules
and regulations, the Grantor has not used a material quantity of any Hazardous
Material and has conducted no Hazardous Material Activity at the Mortgaged
Premises; (vi) the Grantor has no material liability for response or corrective
action, natural resource damage or other harm pursuant to CERCLA, RCRA or any
comparable state law; (vii) the Grantor is not subject to, has no notice or
knowledge of and is not required to give any notice of any Environmental Claim
involving the Grantor or the Mortgaged Premises, and to Grantor's knowledge
there are no conditions or occurrences at the Mortgaged Premises which could
reasonably be anticipated to form the basis for an Environmental Claim against
the Grantor or the Mortgaged Premises; (viii) the Mortgaged Premises is not
subject to any, and the Grantor has no knowledge of any imminent, restriction
on the ownership, occupancy, use or transferability of the Mortgaged Premises
in connection with any (1) Environmental Law or (2) Release, threatened
Release or disposal of a Hazardous Material; and (ix) to Grantor's knowledge,
there are no conditions or circumstances at the Mortgaged Premises which pose
an unreasonable risk to the environment or the health or safety of persons.

     (c)  Covenants.  The Grantor shall at all times do the following:
(i) comply in all material respects with, and maintain the Mortgaged Premises
in compliance in all material respects with, all applicable Environmental Laws;
(ii) require that each tenant and subtenant, if any, of the Mortgaged Premises
or any part thereof comply in all material respects with all applicable
Environmental Laws; (iii) obtain and maintain in full force and effect all
governmental approvals required by any applicable Environmental Law for
operations at the Mortgaged Premises except for such approvals which if not
obtained or maintained could not be reasonably expected to have a Material
Adverse Effect; (iv) cure any violation by it or at the Mortgaged Premises of
applicable Environmental Laws; (v) except as permitted by applicable
Environmental Law, not allow the presence or operation at the Mortgaged
Premises of any (1) landfill or dump or (2) hazardous waste management
facility or solid waste disposal facility as defined pursuant to RCRA or any
comparable state law; (vi) not manufacture, use, generate, transport, treat,
store, release, dispose or handle any Hazardous Material at the Mortgaged
Premises except in the ordinary course of its business and in compliance in
all material respects at all times with all applicable laws, rules or
regulations; (vii) within 10 business days notify the Beneficiary in writing
of and provide any requested documents upon learning of any of the following
in connection with the Grantor or the Mortgaged Premises which could
reasonably be anticipated to have a Material Adverse Effect: (1) any liability
for response or corrective action, natural resource damage or other harm
pursuant to CERCLA, RCRA or any comparable state law, (2) any Environmental
Claim, (3) any violation of an Environmental Law or Release, threatened
Release or disposal of a Hazardous Material, (4) any restriction on the
ownership, occupancy, use or transferability arising pursuant to any
(x) Release, threatened Release or disposal of a Hazardous Substance or
(y) Environmental Law, or (5) any environmental, natural resource, health or
safety condition; (viii) conduct at its expense any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any Release,
threatened Release or disposal of a Hazardous Material as required by any
applicable Environmental Law; (ix) abide by and observe any restrictions on
the use of Mortgaged Premises imposed by any governmental authority as set
forth in a deed or other instrument affecting the Grantor's interest therein;
(x) promptly provide or otherwise make available to the Beneficiary any
requested environmental record concerning the Mortgaged Premises which the
Grantor possesses or can reasonably obtain; and (xi) perform, satisfy, and
implement any operation or maintenance actions required by any governmental
authority or Environmental Law, or included in any no further action letter
or covenant not to sue issued by any governmental authority under any
Environmental Law.  Notwithstanding the foregoing, Grantor shall be permitted
to store and use Hazardous Materials on the Mortgaged Premises in the ordinary
course of business and in compliance with all applicable laws.

     28.  Liens Absolute, Etc.  The Grantor acknowledges and agrees that the
liens and security interests hereby created are absolute and unconditional and
shall not in any manner be affected or impaired by any acts or omissions
whatsoever of the Trustee, Beneficiary or any other holders of any of the
indebtedness hereby secured, and without limiting the generality of the
foregoing, the lien and security hereof shall not be impaired by any acceptance
by the Trustee, Beneficiary or any other holder of any of the indebtedness
hereby secured of any other security for or guarantors upon any of the
indebtedness hereby secured or by any failure, neglect or omission on the part
of the Trustee, Beneficiary or any other holder of any of the indebtedness
hereby secured to realize upon to protect any of the indebtedness hereby
secured or any collateral security therefor.  The lien and security hereof
shall not in any manner be impaired or affected by any sale, pledge,
surrender, compromise, settlement, release, renewal, extension, indulgence,
alteration, substitution, exchange, change in, modification or disposition of
any of the indebtedness hereby secured, or of any collateral security
therefor, or of any guaranty thereof, or of any loan agreement executed in
connection therewith.  In order to realize hereon and to exercise the rights
granted Trustee and Beneficiary hereby and under applicable law, there shall
be no obligation on the part of Trustee, Beneficiary or any other holder of
any of the indebtedness hereby secured at any time to first resort for
payment to the obligor on any note evidencing any of the indebtedness hereby
secured or to any guaranty of any of the indebtedness hereby secured or any
part thereof or to resort to any other collateral security, property, liens
or any other rights or remedies whatsoever, and Trustee shall have the right
to enforce this instrument irrespective of whether or not other proceedings
or steps are pending seeking resort to or realization upon or from any of the
foregoing.

     29.  Direct and Primary Security - No Subrogation.  The lien and security
herein created and provided for stands as direct and primary security for the
Notes and the Applications as well as for any of the other indebtedness hereby
secured.  No application of any sums received by the Trustee or Beneficiary in
respect of the Mortgaged Premises or any disposition thereof to the reduction
of the indebtedness hereby secured or any part thereof shall in any manner
entitle Grantor to any right, title or interest in or to the indebtedness
hereby secured or any collateral security therefor, whether by subrogation or
otherwise, unless and until all indebtedness hereby secured has been fully
paid and satisfied.

     30.  Substitute Trustee.  Trustee, or any substitute Trustee, may be
removed at any time with or without cause, at the option of Beneficiary, by
written declaration of such removal signed by Beneficiary and duly recorded in
the same records as this Deed of Trust, without any notice to or demand upon
Trustee or substitute Trustee so removed, or Grantor or any other person.  If
at any time Trustee or any substitute Trustee should be so removed, or should
absent himself from ____________, die, or refuse, fail or be unable to act as
such Trustee or substitute Trustee, Beneficiary may appoint any person as
substitute Trustee hereunder, without any formality other than a written
declaration of such appointment executed by Beneficiary and duly recorded in
the same records as this Deed of Trust; and immediately upon such appointment,
the substitute Trustee so appointed shall automatically become vested with all
the estate and title in the Property, and with all of the rights, powers,
privileges, authority, options and discretions, and charged with all of the
duties and liabilities, vested in or imposed upon Trustee by this Deed of
Trust, and any conveyance executed by such substitute Trustee, including the
recitals therein contained, shall have the same effect and validity as if
executed by Trustee.

     31.  Revolving Credit Loan.  The Deed of Trust is given to secure, among
other things, a revolving credit loan and shall secure not only presently
existing indebtedness under the Credit Agreement but also future advances,
whether such advances are obligatory or to be made at the option of
Beneficiary, or otherwise, as are made within twenty (20) years from the date
hereof, to the same extent as if such future advances were made on the date of
the execution of this mortgage, although there may be no advance made at the
time of execution of this Deed of Trust and although there may be no
indebtedness hereby secured outstanding at the time any advance is made.
The lien of this Deed of Trust shall be valid as to all indebtedness hereby
secured, including future advances, from the time of its filing for record in
the recorder's or registrar's office of the county in which the Mortgaged
Premises are located.  The total amount of indebtedness hereby secured may
increase or decrease from time to time, but the total unpaid balance of
indebtedness hereby secured (including disbursements which Beneficiary may
make under this Deed of Trust, the Credit Agreement, the Applications or any
other documents related thereto) at any one time outstanding shall not exceed
a maximum principal amount of _____________________ Dollars ($____________)
plus interest thereon and any disbursements made for payment of taxes,
special assessments or insurance on the Mortgaged Premises and interest
on such disbursements, together with any fees, costs or expenses which may be
payable hereunder (all such indebtedness being hereinafter referred to as the
"maximum amount secured hereby").  This Deed of Trust shall be valid and have
priority over all subsequent liens and encumbrances, including statutory liens,
excepting solely taxes and assessments levied on the Mortgaged Premises, to the
extent of the maximum amount secured hereby.

     32.  Multisite Real Estate Transaction.  Grantor acknowledges that this
Deed of Trust is one of several mortgages and other security documents (the
aforesaid being together called the "Other Security Documents") which secure
the indebtedness evidenced by the Notes, the Credit Agreement and the
Applications.  Grantor agrees that the lien of this Deed of Trust shall be
absolute and unconditional and shall not in any manner be affected or impaired
by any acts or omissions whatsoever of the Trustee or Beneficiary and, without
limiting the generality of the foregoing, the lien hereof shall not be impaired
by any acceptance by the Trustee or Beneficiary of any security for or
guarantors upon any of the indebtedness hereby secured, or by any failure,
neglect or omission on the part of the Trustee or Beneficiary to realize upon
or protect any of the indebtedness hereby secured or any security therefor
including the Other Security Documents.  The lien hereof shall not in any
manner be impaired or affected by any release (except as to the property
released), sale, pledge, surrender, compromises, settlement, renewal,
extension, indulgence, alteration, changing, modification or disposition of
any of the indebtedness hereby secured or of any of the collateral security
therefor, including, without limitation, the Other Security Documents or of
any guarantee thereof, and the Trustee or Beneficiary may at its discretion
foreclose, exercise any power of sale, or exercise any other remedy available
to it under any or all of the Other Security Documents without first
exercising or enforcing any of its rights and remedies hereunder.  Such
exercise of Trustee's or Beneficiary's rights and remedies under any or all
of the Other Security Documents shall not in any manner impair the
indebtedness hereby secured, except to the extent of payment, or the lien of
this Deed of Trust and any exercise of the rights or remedies of Trustee or
Beneficiary hereunder shall not impair the lien of any of the Other Security
Documents or any of Trustee's or Beneficiary's rights and remedies thereunder.
Grantor specifically consents and agrees that Beneficiary may exercise its
rights and remedies hereunder and under the Other Security Documents separately
or concurrently and in any order that it may deem appropriate.

     33.  Default Rate.  For purposes of this Deed of Trust, the term "Default
Rate" shall mean the rate per annum determined by adding 2% to the rate per
annum announced from time to time by Harris Trust and Savings Bank as its prime
commercial rate, with any change in such rate per annum as so determined by
reason of a change in such prime commercial rate to become effective on the
date of such change in said prime commercial rate.

     34.  Governing Law.  The creation of the Deed of Trust, the perfection of
the lien or security interest in the Mortgaged Premises, and the rights and
remedies of Trustee or Beneficiary with respect to the Mortgaged Premises, as
provided herein and by the laws of the state in which the Mortgaged Premises is
located, shall be governed by and construed in accordance with the internal
laws of the state in which the Mortgaged Premises is located without regard to
principles of conflicts of law.  Otherwise, the Credit Agreement, the Notes,
the Applications, and all other obligations of Grantor (including, but not
limited to, the liability of Grantor for any deficiency following a foreclosure
of all or any part of the Mortgaged Premises) shall be governed by and
construed in accordance with the internal laws of the State of Illinois
without regard to principles of conflicts of laws, such state being the state
where such documents were executed and delivered.

     35.  Agent.  Beneficiary has been appointed as agent pursuant to the
Credit Agreement.  In acting under or by virtue of this Deed of Trust,
Beneficiary shall be entitled to all the rights, authority, privileges and
immunities provided in Sections 10.1 through 10.14 of the Credit Agreement,
all of which provisions of said Sections 10.1 through 10.14 are incorporated
by reference herein with the same force and effect as if set forth herein.
Beneficiary hereby disclaims any representation or warranty to Lenders
concerning the perfection of the security interest granted hereunder or the
value of the Mortgaged Premises.

     36.  Partial Invalidity.  All rights, powers and remedies provided herein
are intended to be limited to the extent necessary so that they will not render
this Deed of Trust invalid, unenforceable or not entitled to be recorded,
registered or filed under any applicable law.  If any term of this Deed of
Trust shall be held to be invalid, illegal or unenforceable, the validity and
enforceability of the other terms of this Deed of Trust shall in no way be
affected thereby.

     37.  Successors and Assigns.  Whenever any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
assigns of such party; and all the covenants, promises and agreements in this
Deed of Trust contained by or on behalf of Grantor, or by or on behalf of
Trustee or Beneficiary, shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or not.

     38.  Headings.  The headings in this instrument are for convenience of
reference only and shall not limit or otherwise affect the meaning of any
provision hereof.

     39.  Changes, Etc.  This instrument and the provisions hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.

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

     IN WITNESS WHEREOF, Grantor has caused these presents to be signed and
sealed the day and year first above written.
                                                  By ______________________
                                                    Its ___________________

[SEAL]

Attest:
_______________________________
________________ Secretary




STATE OF __________ )
                    )    SS
COUNTY OF _________ )

     I, ___________________________, a Notary Public in and for said County in
the State aforesaid, do hereby certify that __________________________,
____________________ of _____________________, who is personally known to me to
be the same person whose name is subscribed to the foregoing instrument as such
____________________, appeared before me this day in person and acknowledged
that he signed and delivered the same instrument as his own free and voluntary
act and as the free and voluntary act and deed of said corporation for the uses
and purposes therein set forth.

     Given under my hand and notarial seal this _________ day of _____________,
____.



                                    __________________________________________
                                     Notary Public


                                     _________________________________________
                                     (Type or Print Name)


(SEAL)
Commission expires:
______________________

<PAGE>

                                   SCHEDULE I
                               LEGAL DESCRIPTION




Property Address:  ___________________________________
                   ___________________________________
          P.I.N. No.:  _______________________________