Record and return to:

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, IA  50392-1360
ATTN: Jeff Holdorf
      Inv - CRE Closing

                        DEED OF TRUST, SECURITY AGREEMENT

                             AND ASSIGNMENT OF RENTS

                                     752672

A. THIS DEED OF TRUST (as the same may from time to time  hereafter be modified,
supplemented or amended,  this "Deed of Trust") is made as of  ________________,
2000, by and between ACI FINANCING L.L.C., a Missouri limited liability company,
having its  principal  place of business  and post office  address at 104 Armour
Road,  North Kansas City,  Missouri  64116,  as trustor  hereinafter  "Borrower"
("Borrower" to be construed as "Borrowers" if the context so requires),  RUSSELL
J.  KREIKEMEIER,  a Member  of the  Nebraska  State  Bar  Association,  having a
principal  place of business  and post office  address at 3427 North 128 Circle,
Omaha,  Nebraska 68164, as "Trustee",  and PRINCIPAL COMMERCIAL FUNDING,  LLC, a
Delaware  limited  liability  company,  having a principal place of business and
post office address c/o Principal Capital  Management,  LLC at 801 Grand Avenue,
Des Moines, Iowa 50392-1450, as beneficiary hereinafter "Lender".

   WITNESSETH:

B. Borrower is justly  indebted to Lender for money borrowed (the "Loan") in the
original principal sum of Four Million Three Hundred Thousand and 00/100 Dollars
($4,300,000.00)  (the "Loan Amount")  evidenced by Borrower's secured promissory
note of even date  herewith,  made payable and  delivered to Lender,  (as may be
modified,  amended,  supplemented,  extended or  consolidated in writing and any
note(s)  issued in exchange  therefor or  replacement  thereof)  (the "Note") in
which Note Borrower promises to pay to Lender the Loan Amount, together with all
accrued and unpaid interest  thereon,  interest  accrued at the Default Rate (if
any),  Late  Charges (if any),  the Make Whole  Premium (if any),  and all other
obligations  and liabilities due or to become due to Lender pursuant to the Loan
Documents and all other amounts,  sums and expenses paid by or payable to Lender
pursuant to the Loan Documents and the Environmental Indemnity (collectively the
"Indebtedness")  until the  Indebtedness  has been paid,  but in any event,  the
unpaid  balance (if any)  remaining  due on the Note shall be due and payable on
September 1, 2010 or such earlier date  resulting from the  acceleration  of the
Indebtedness by Lender (the "Maturity Date").  Capitalized terms used herein and
not otherwise  defined shall have those meanings given to them in the other Loan
Documents.


<PAGE>

C. NOW, THEREFORE,  to secure the payment of the Indebtedness in accordance with
the  terms  and  conditions  of  the  Loan   Documents,   and  all   extensions,
modifications,  and renewals  thereof and the  performance  of the covenants and
agreements  contained  therein,  and also to secure  the  payment of any and all
other Indebtedness, direct or contingent, that may now or hereafter become owing
from  Borrower  to  Lender  in  connection  with  the  Loan  Documents,  and  in
consideration  of the Loan  Amount  in hand  paid,  receipt  of which is  hereby
acknowledged,  Borrower does by these presents irrevocably convey to Trustee, in
Trust,  with POWER OF SALE exercisable  pursuant to the Nebraska Trust Deeds Act
ss. 76-1001 et seq., Nebr.  R.R.S.,  for the benefit and security of Lender, its
successors and assigns  forever,  that certain real estate and all of Borrower's
estate,  right,  title and interest  therein,  located in the county of Douglas,
state of Nebraska,  more particularly described in Exhibit A attached hereto and
made a part  hereof  (the  "Land"),  which  Land,  together  with the  following
described property,  rights and interests, is collectively referred to herein as
the "Premises".

D.  Together  with  Borrower's  interest  as lessor in and to all Leases and all
Rents,  which  are  pledged  primarily  and on a  parity  with  the Land and not
secondarily.

E.  Together  with all and singular  the  tenements,  hereditaments,  easements,
appurtenances,  passages,  waters, water courses, riparian rights, sewer rights,
rights in trade names,  licenses,  permits and  contracts  and all other rights,
liberties  and  privileges  of any kind or character in any way now or hereafter
appertaining to the Land,  including but not limited to, homestead and any other
claim at law or in  equity as well as any  after-acquired  title,  franchise  or
license and the reversion and reversions and remainder and remainders thereof.

F.  Together  with  the  right  in the  case  of  foreclosure  hereunder  of the
encumbered  property for Lender to take and use the name by which the  buildings
and all other  improvements  situated on the Premises are commonly known and the
right to manage and operate the said buildings  under any such name and variants
thereof.

G.  Together  with all right,  title and  interest  of  Borrower  in any and all
buildings  and  improvements  of every  kind and  description  now or  hereafter
erected or placed on the said Land and all materials  intended for construction,
reconstruction, alteration and repairs of such 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 Premises,  and
all fixtures now or hereafter  owned by Borrower and attached to or contained in
and used in  connection  with the  Premises  including,  but not limited to, all
machinery, motors, elevators, fittings, radiators, awnings, shades, screens, and
all  plumbing,  heating,  lighting,  ventilating,  refrigerating,  incinerating,
air-conditioning and sprinkler equipment and fixtures and appurtenances thereto;
and all items of furniture,  furnishings,  equipment and personal property owned
by Borrower used or useful in the operation of the Premises; and all renewals or
replacements  of all of the aforesaid  property owned by Borrower or articles in
substitution therefor,  whether or not the same are or shall be attached to said
buildings or improvements in any manner (collectively,  the "Improvements");  it
being  mutually  agreed,  intended and

                                       2
<PAGE>

declared that all the aforesaid  property  owned by Borrower and placed by it on
the Land or used in connection with the operation or maintenance of the Premises
shall,  so far as  permitted  by law, be deemed to form a part and parcel of the
Land and for the  purpose  of this Deed of Trust to be Land and  covered by this
Deed of Trust,  and as to any of the  property  aforesaid  which does not form a
part and parcel of the Land or does not  constitute a "fixture" (as such term is
defined in the Uniform  Commercial  Code) this Deed of Trust is hereby deemed to
be, as well,  a security  agreement  under the Uniform  Commercial  Code for the
purpose of creating  hereby a security  interest in such property which Borrower
hereby grants to Lender as secured party.

H.  Together  with all right,  title and interest of Borrower,  now or hereafter
acquired, in and to any and all strips and gores of land adjacent to and used in
connection with the Premises and all right, title and interest of Borrower,  now
owned or hereafter acquired, in, to, over and under the ways, streets, sidewalks
and alleys adjoining the Premises.

I.  Together  with all funds now or  hereafter  held by Lender  under any escrow
security  agreement or under any of the terms hereof,  including but not limited
to funds held under the  provisions of the Loan  Agreement,  insurance  proceeds
from all insurance policies required to be maintained by Borrower under the Loan
Documents and all awards,  decrees,  proceeds,  settlements or claims for damage
now or hereafter  made to or for the benefit of Borrower by reason of any damage
to,  destruction  of or taking of the Premises or any part thereof,  whether the
same shall be made by reason of the  exercise of the right of eminent  domain or
by condemnation or otherwise (a "Taking").

J. TO HAVE AND TO HOLD the same unto Trustee,  Trustee's successors and assigns,
upon the trusts, covenants and agreements herein expressed.

K. Borrower represents that it shall forever warrant and defend the title to the
Premises  against all claims and demands of all persons  whomsoever  and will on
demand execute any additional instrument which may be required to give Trustee a
valid first lien on all of the Premises, subject to the "Permitted Encumbrances"
set forth in Exhibit B.

L.  Borrower  further  represents  that (i) the  Premises  is not subject to any
casualty  damage;  (ii)  Borrower  has not  received  any written  notice of any
eminent domain or condemnation  proceeding affecting the Premises;  and (iii) to
the best of Borrower's  knowledge following due and diligent inquiry,  there are
no actions,  suits or proceedings  pending,  completed or threatened  against or
affecting  Borrower  or any person or entity  owning an  interest  (directly  or
indirectly) in Borrower ("Interest Owner(s)") or any property of Borrower or any
Interest Owner in any court or before any arbitrator of any kind or before or by
any  governmental  authority  (whether local,  state,  federal or foreign) that,
individually or in the aggregate,  could  reasonably be expected by Lender to be
material to the transaction contemplated hereby.

                                       3
<PAGE>

BORROWER COVENANTS AND AGREES AS FOLLOWS:

1. Borrower shall

    (a)  pay each item of  Indebtedness  secured  by this Deed of Trust when due
         according to the terms of the Loan Documents;

    (b)  pay a Late Charge on any  payment of  principal,  interest,  Make Whole
         Premium  or  Indebtedness  which is not paid on or before  the due date
         thereof to cover the expense involved in handling such late payment;

    (c)  pay on or before the due date thereof any Indebtedness  permitted to be
         incurred  by  Borrower  pursuant  to the Loan  Documents  and any other
         claims  which could  become a lien on the  Premises  (unless  otherwise
         specifically  addressed in paragraph 1(e) hereof),  and upon request of
         Lender exhibit satisfactory evidence of the discharge thereof;

    (d)  complete within a reasonable time, the construction of any Improvements
         now or at any time in process of construction upon the Land;

    (e)  manage,  operate  and  maintain  the  Premises  and keep the  Premises,
         including but not limited to, the  Improvements,  in good condition and
         repair  and free from  mechanics'  liens or other  liens or claims  for
         liens,  provided  however,  that  Borrower  may  in  good  faith,  with
         reasonable  diligence and upon written Notice to Lender within ten (10)
         days after  Borrower has  knowledge of such lien or claim,  contest the
         validity  or amount of any such  lien or claim  and defer  payment  and
         discharge  thereof  during the  pendency of such  contest in the manner
         provided by law, provided that (i) such contest may be made without the
         payment thereof; (ii) such contest shall prevent the sale or forfeiture
         of the  Premises  or any part  thereof,  or any  interest  therein,  to
         satisfy such lien or claim;  (iii)  Borrower shall have obtained a bond
         over such lien or claim  from a bonding  company  acceptable  to Lender
         which has the effect of removing  such lien or  collection of the claim
         or lien so  contested;  and  (iv)  Borrower  shall  pay all  costs  and
         expenses incidental to such contest; and further provided,  that in the
         event of a ruling or adjudication  adverse to Borrower,  Borrower shall
         promptly pay such claim or lien,  shall  indemnify  and hold Lender and
         the  Premises  harmless  from any loss for  damage  arising  from  such
         contest  and shall take  whatever  action  necessary  to prevent  sale,
         forfeiture  or any  other  loss or  damage  to the  Premises  or to the
         Lender.

                                       4
<PAGE>

    (f)  comply,  and cause each lessee or other user of the Premises to comply,
         with  all  requirements  of  law  and  ordinance,  and  all  rules  and
         regulations,   now  or  hereafter   enacted,   by  authorities   having
         jurisdiction  of the Premises and the use  thereof,  including  but not
         limited  to  all  covenants,  conditions  and  restrictions  of  record
         pertaining  to the  Premises,  the  Improvements,  and the use  thereof
         (collectively, "Legal Requirements");

    (g)  subject to the  provisions  of  paragraph  6 hereof,  promptly  repair,
         restore or rebuild  any  Improvements  now or  hereafter  a part of the
         Premises  which  may  become  damaged  or be  destroyed  by  any  cause
         whatsoever,  so that upon  completion  of the repair,  restoration  and
         rebuilding of such  Improvements,  there will be no liens of any nature
         arising  out  of  the   construction   and  the  Premises  will  be  of
         substantially  the same  character  and  quality as it was prior to the
         damage or destruction;

    (h)  if other than a natural person, do all things necessary to preserve and
         keep in full  force and effect its  existence,  franchises,  rights and
         privileges  under the laws of the state of its formation  and, if other
         than its state of formation, the state where the Premises is located;

    (i)  do all things  necessary  to preserve and keep in full force and effect
         Lender's  title  insurance  coverage  insuring the lien of this Deed of
         Trust  as a  first  and  prior  lien,  subject  only  to the  Permitted
         Encumbrances  stated in  Exhibit B and any other  exceptions  after the
         date of this Deed of Trust  approved  in writing  by Lender,  including
         without limitation, delivering to Lender not less than 30 days prior to
         the effective date of any rate adjustment, modification or extension of
         the Note or any other  Loan  Document,  any new  policy or  endorsement
         which may be required to assure Lender of such continuing coverage; and

    (j)  execute  any and all  documents  which may be  required  to perfect the
         security interest granted by this Deed of Trust.

2.   Borrower shall not:

    (a)  make  any  alteration  or  addition   (other  than  normal  repair  and
         maintenance)  to (i)  the  roof  or  any  structural  component  of any
         Improvements on the Premises,  or (ii) the building  operating systems,
         including  but not limited  to, the  mechanical,  electrical,  heating,
         cooling,  or ventilation  systems (other than replacement with equal or
         better  quality and  capacity),  without the prior  written  consent of
         Lender, except such as are required by applicable Legal Requirements;


                                       5
<PAGE>

    (b)  remove or demolish any material  Improvements,  or any portion thereof,
         which at any time constitutes a part of the Premises;

    (c)  cause  or  permit  any  change  to be  made in the  general  use of the
         Premises without Lender's prior written consent;

    (d)  initiate  any or  acquiesce  to a zoning  reclassification  or material
         change in zoning without Lender's prior written consent. Borrower shall
         use all reasonable efforts to contest any such zoning  reclassification
         or change;

    (e)  make or permit any use of the  Premises  that could with the passage of
         time  result  in the  creation  of any  right of use,  or any  claim of
         adverse  possession  or  easement  on,  to or  against  any part of the
         Premises in favor of any person or entity or the public;

    (f)  allow  any of the  following  to occur  (unless a  Permitted  Transfer)
         except as expressly permitted in accordance with the Loan Agreement:

         (i)   a Transfer of all or any portion of the  Premises or any interest
               in the Premises;

         (ii)  a Transfer  of any  ownership  interest in Borrower or any entity
               which owns,  directly or  indirectly,  an interest in Borrower at
               any level of the ownership structure; or

         (iii) in addition to (i) and (ii) above, if the Borrower is a trust, or
               if a trust owns an interest directly or indirectly, in any entity
               which owns an interest in Borrower at any level of the  ownership
               structure, the addition, deletion or substitution of a trustee of
               such trust.

         If any of such  events  occur,  it shall  be null  and  void and  shall
         constitute an Event of Default under the Loan Documents.

         It is understood and agreed that the Indebtedness evidenced by the Note
         is personal to Borrower and in reliance upon the ownership structure of
         Borrower  and in  accepting  the same  Lender has  relied  upon what it
         perceived  as the  willingness  and  ability of Borrower to perform its
         obligations  under the Loan Documents and the  Environmental  Indemnity
         and as lessor under the Leases of the Premises. Furthermore, Lender may
         consent  to  a  Transfer  and  expressly  waive  Borrower's   covenants
         contained in this paragraph  2(f), in writing to Borrower;  however any

                                       6
<PAGE>

         such consent and waiver shall not  constitute  any consent or waiver of
         such covenants as to any Transfer other than that for which the consent
         and waiver was expressly granted. Furthermore,  Lender's willingness to
         consent to any Transfer  and waive  Borrower's  covenants  contained in
         this  paragraph  2(f),   implies  no  standard  of   reasonableness  in
         determining  whether or not such consent  shall be granted and the same
         may be based upon what Lender solely deems to be in its best interest.

         For purposes of the Loan Documents,  the following terms shall have the
         respective meanings set forth below:

         "Transfer" or "Transferred" shall mean with respect to the Premises, an
         interest in the Premises, or an ownership interest or interest therein:

         (i)   a sale,  assignment,  transfer,  conveyance or other  disposition
               (whether voluntary, involuntary or by operation of law);

         (ii)  the creation,  sufferance  or granting of any lien,  encumbrance,
               security interest or collateral  assignment (whether voluntarily,
               involuntarily  or by  operation  of  law),  other  than  the lien
               hereof,  the  leases of the  Premises  assigned  to  Lender,  the
               Permitted   Encumbrances   and  those  liens  which  Borrower  is
               contesting in accordance with the provisions of paragraph 1(e);

         (iii) the  issuance or other  creation  of  ownership  interests  in an
               entity;

         (iv)  the  reconstitution or conversion from one entity to another type
               of entity; or

         (v)   a merger,  consolidation,  reorganization  or any other  business
               combination.

         "Permitted Transfer" shall mean:

         (i)   a minor (as  reasonably  determined  by Lender)  conveyance of an
               interest in the Premises by Borrower, such as a utility easement,
               and for which  Lender  has given its prior  written  consent  and
               imposed   such   conditions   as  Lender  deems   advisable   and
               appropriate;

         (ii)  a sale, assignment,  transfer or conveyance of all or any portion
               of the Premises or an interest in the Premises for which Borrower
               has  complied  with all of the  Property  Transfer  Requirements,
               provided however, in no event shall any such Transfers exceed two
               in number throughout the term of the Loan; or

         (iii) any of the following  Transfers  for which  Borrower has complied
               with all of the Ownership Transfer Requirements as applicable and
               Lender has given its prior  written  consent,  which shall not be

                                       7

<PAGE>
               unreasonably  withheld or delayed,  (and in connection  with such
               consent,  Lender may impose any  conditions it wishes in its sole
               discretion);

               (A)   a sale, assignment, transfer, or conveyance of an ownership
                     interest or interest therein;

               (B)   the issuance or other creation of ownership interests in an
                     entity;

               (C)   the reconstitution or conversion from one entity to another
                     type of entity; or a merger, consolidation,  reorganization
                     or any other business combination.

         (iv)  a Transfer of membership interest in Borrower to an entity formed
               by Maxus  Realty  Trust,  Inc.  as part of an up-REIT / down-REIT
               transaction  for  which  Borrower  has  complied  with all of the
               Specific Transfer Requirements as applicable and Lender has given
               its prior written consent.

         "Property Transfer Requirements" are all of the following:

         1.    Prior  review and  approval of the  proposed  purchaser  or other
               transferee  and the subject  transaction  by Lender,  at Lender's
               sole  discretion.  Review  of the  proposed  purchaser  or  other
               transferee and the subject  transaction  shall encompass  various
               factors,  including, but not limited to, the proposed purchaser's
               or other transferee's  creditworthiness,  financial strength, and
               real  estate  management  and  leasing  expertise  as well as the
               proposed  transaction's effect on the Premises, the Borrower, and
               other security for the Loan;

         2.    Payment to Lender of an  assumption  fee equal to the greater of:
               (a) one percent (1%) of the principal balance of the Note; or (b)
               $15,000.00;   provided,   however,   that  Lender  will   require
               $15,000.00  of such fee to be paid at the  beginning  of Lender's
               review process,  and such sum shall be  nonrefundable  and earned
               upon  receipt  by  Lender  whether  or  not  the  transaction  is
               ultimately  completed or Lender ultimately  approves the proposed
               purchaser or other transferee;

         3.    Receipt,   at   Borrower's   expense,   of  either  (at  Lender's
               discretion)  a new ALTA  standard  loan policy or an  endorsement
               updating



<PAGE>

               the Lender's existing loan policy in the full amount of the Loan,
               in form  and by an  issuer  satisfactory  to  Lender,  and  which
               insures  this Deed of Trust to be a first and prior lien  subject
               only to those exceptions which were previously approved by Lender
               and provides coverage against usury and mechanic's liens;

         4.    Receipt  by  Lender of copies  of all  relevant  information  and
               documentation  relating to or  required  by Lender in  connection
               with the proposed  transfer  including but not limited to (a) the
               organizational  documents  of  the  proposed  transferee  and  an
               opinion  of  counsel   satisfactory  to  Lender  as  to  its  due
               formation,  valid existence and authority to enter into and carry
               out the proposed transaction as well as the proposed transferee's
               compliance  with the  representations  and warranties in the Loan
               Agreement  regarding  the  proposed   transferee's  status  as  a
               Single-Purpose  Entity;  (b) the  deeds or other  instruments  of
               transfer and documents  relating to the assignment and assumption
               of  Leases;   (c)  evidence  of  compliance  with  the  insurance
               requirements contained in the Loan Documents;  and (d) compliance
               with such other closing  requirements as are customarily  imposed
               by Lender in connection with such transactions;

         5.    Execution,   delivery,   acknowledgment   and   recordation,   as
               applicable,   of  new,  revised  and/or  replacement   assumption
               agreements,   loan   modification   agreements,   indemnification
               agreements,  escrow security  agreements,  security  instruments,
               financing  statements,  UCCs,  new or  revised  letters of credit
               and/or guarantees in form and substance satisfactory to Lender;

         6.    Payment  of outside  counsel  fees and  costs,  other  applicable
               professional's  fees and  costs,  taxes,  recording  fees and the
               like, and any other fees and costs incurred; and

         7.    Receipt  by  Lender  of 60 days  advance  written  notice  of the
               proposed Transfer in question.

         "Ownership  Transfer  Requirements"  are all of the  Property  Transfer
         Requirements which Lender deems appropriate in its discretion,  as well
         as a reasonable  processing  fee to be determined by Lender;  provided,
         however,  that  (i) with  respect  to item 2 of the  Property  Transfer
         Requirements,  the 1% component of the fee shall be prorated  (subject,
         however,  to the $15,000 minimum) based on Lender's  calculation of the
         effective percentage interest in Borrower transferred,  and (ii) item 3
         of

                                       9

<PAGE>

         the  Property  Transfer  Requirements  shall be  required,  at Lender's
         discretion,  only  in  the  event  of  (A)  a  merger,   consolidation,
         reorganization   or  any   other   business   combination,   or  (B)  a
         reconstitution or conversion from one entity to another type of entity.


         "Specific  Transfer  Requirements" are all of the following:  (i) Maxus
         Realty  Trust,  Inc.  retains a minimum 50%  ownership  interest in and
         retains management and control of Borrower; (ii) Lender receives notice
         of such transfer  within thirty (30) days of the  consummation  of such
         transfer  along  with  appropriate   documentation  thereof  (including
         organizational  documentation evidencing the formation and existence of
         any entity to which an interest is transferred);  (iii) Lender receives
         a  reaffirmation  of the  obligations  of the  Guarantor(s)  under  the
         Guaranty or an assumption of the obligations of the  guarantor(s) by an
         individual(s)   or  entity(ies)   acceptable  to  Lender  in  its  sole
         discretion;  (iv)  transfers of  membership  interest in Borrower to an
         entity  formed by Maxus  Realty  Trust,  Inc.  as part of an  up-REIT /
         down-REIT  transaction,  shall not exceed two in number  throughout the
         term of the Loan; and (v) Lender receives a reasonable fee for handling
         each such transfer not to exceed $1,000.00 per Transfer.



         3.    (a)  Borrower shall pay or cause to be paid  when due and  before
                    any penalty  attaches or interest accrues all general taxes,
                    special  taxes,   assessments   (including  assessments  for
                    benefits from public works or improvements whenever begun or
                    completed),  utility charges,  water charges,  sewer service
                    charges,  common area maintenance  charges, if any, vault or
                    space  charges  and  all  other  like  charges   against  or
                    affecting  the Premises or against any property or equipment
                    located on the Premises, or which might become a lien on the
                    Premises,  and  shall,  within  10 days  following  Lender's
                    request,  furnish  to  Lender a  duplicate  receipt  of such
                    payment.  If any such tax,  assessment or charge may legally
                    be paid in  installments,  Borrower may, at its option,  pay
                    such tax, assessment or charge in installments.

               (b)  If Borrower desires to contest any tax, assessment or charge
                    relating to the  Premises,  Borrower may do so by paying the
                    same in full, under protest,  in the manner provided by law;
                    provided, however, that

                    (i)  if contest of any tax, assessment or charge may be made
                         without the payment thereof, and

                                       10
<PAGE>


                    (ii) such contest  shall have the effect of  preventing  the
                         collection   of  the  tax,   assessment  or  charge  so
                         contested and the sale or forfeiture of the Premises or
                         any part thereof or any interest therein to satisfy the
                         same,

                    then Borrower may in its  discretion  and upon the giving of
                    written notice to Lender of its intended action and upon the
                    furnishing  to Lender of such security or bond as Lender may
                    require,  contest any such tax, assessment or charge in good
                    faith  and in the  manner  provided  by law.  All  costs and
                    expenses  incidental  to  such  contest  shall  be  paid  by
                    Borrower.  In the event of a ruling or adjudication  adverse
                    to  Borrower,   Borrower   shall   promptly  pay  such  tax,
                    assessment  or charge.  Borrower  shall  indemnify  and save
                    harmless the Lender and the Premises from any loss or damage
                    arising  from any such  contest and shall,  if  necessary to
                    prevent sale,  forfeiture or any other loss or damage to the
                    Premises or to Lender, pay such tax, assessment or charge or
                    take  whatever  action is  necessary  to  prevent  any sale,
                    forfeiture or loss.

         4.    (a)  Borrower  shall  at  all times  keep  in  force (i) property
                    insurance   insuring  all  Improvements  which  now  are  or
                    hereafter  become a part of the Premises for perils  covered
                    by a causes of  loss-special  form insurance  policy with an
                    ordinance  or  law  coverage  endorsement   containing  both
                    replacement cost and agreed amount  endorsements or options;
                    (ii) commercial general liability insurance naming Lender as
                    an additional insured protecting Borrower and Lender against
                    liability for bodily injury or property damage occurring in,
                    on or adjacent to the  Premises in  commercially  reasonable
                    amounts;   (iii)  boiler  and  machinery  insurance  if  the
                    property has a boiler or is an office building;  (iv) rental
                    value  insurance  for the  perils  specified  herein for one
                    hundred  percent  (100%) of the Rents  (including  operating
                    expenses, real estate taxes, assessments and insurance costs
                    which are  lessee's  liability)  for a period of twelve (12)
                    months;  (v) builders risk  insurance  during all periods of
                    construction;  and (vi) insurance  against all other hazards
                    as may be reasonably required by Lender, including,  without
                    limitation,  insurance  against  loss or damage by flood and
                    earthquake.

                (b) All insurance shall be in form, content and amounts approved
                    by Lender and written by an  insurance  company or companies
                    rated A-,  class  size  VIII or  better in the most  current
                    issue of Best's  Insurance  Reports and which is licensed to
                    do business in the state in which the  Premises  are located
                    and domiciled in the United States or a governmental  agency
                    or instrumentality approved by Lender. The policies for such
                    insurance  shall have attached  thereto  standard  mortgagee
                    clauses in favor of and


                                       11
<PAGE>

                    permitting  Lender to collect any and all  proceeds  payable
                    thereunder and shall include a 30 day (except for nonpayment
                    of premium,  in which case, a 10 day) notice of cancellation
                    clause in favor of Lender.  All policies or  certificates of
                    insurance  shall  be  delivered  to and  held by  Lender  as
                    further  security  for the payment of the Note and any other
                    obligations arising under the Loan Documents,  with evidence
                    of  renewal  coverage  delivered  to Lender at least 30 days
                    before the expiration date of any policy. Borrower shall not
                    carry  separate  insurance,  concurrent  in kind or form and
                    contributing  in the  event  of  loss,  with  any  insurance
                    required in the Loan Documents.

         5.    Borrower shall deposit with and pay to Lender the estimated taxes
               and  assessments  assessed or levied  against and next due on the
               Premises and the estimated  premiums for the  insurance  required
               pursuant  to the  Loan  Documents,  all in  accordance  with  the
               requirements of the Loan Agreement.

         6.    In the event of any damage to or destruction of the Premises,  or
               any part thereof:

               (a)  Borrower  will  immediately  notify  Lender  thereof  in the
                    manner  provided  in this  Deed of Trust  for the  giving of
                    notices. Lender shall have the right (which may be waived by
                    Lender in writing) to settle and adjust any claim under such
                    insurance policies required to be maintained by Borrower. In
                    all  circumstances,  the proceeds  thereof  shall be paid to
                    Lender  and  Lender is  authorized  to  collect  and to give
                    receipts  therefor.  Borrower agrees and  acknowledges  that
                    such proceeds  shall be held by Lender without any allowance
                    of  interest  and  that  in  any  bankruptcy  proceeding  of
                    Borrower,  all such  proceeds  shall be  deemed  to be "Cash
                    Collateral"  as that term is defined  in Section  363 of the
                    Bankruptcy  Code.  Provided that no Event of Default exists,
                    Borrower   shall  have  the  right  to  participate  in  any
                    settlement  or  adjustment;   provided,  however,  that  any
                    settlement  or  adjustment  shall be subject to the  written
                    approval of Lender, not to be unreasonably withheld.

               (b)  Such  proceeds,   after  deducting  therefrom  any  expenses
                    incurred by Lender in the collection  thereof (including but
                    not limited to reasonable  attorneys' fees and costs), shall
                    be applied by Lender to pay the Indebtedness  secured hereby
                    including,  but  not  limited  to the  Make  Whole  Premium,
                    whether or not then due and payable, provided, however, that
                    if  no  Event  of  Default   exists  at  the  time  of  such
                    application, no Make Whole Premium shall be due.

                    Notwithstanding anything hereinabove to the contrary,

                                       12
<PAGE>

                    (i)  in the  event  the  casualty  occurs  more than six (6)
                         months  prior  to the  Maturity  Date  and no  Event of
                         Default  exists,  Lender  shall apply such  proceeds as
                         follows:

                         (A)  If the  aggregate  amount of such proceeds is less
                              than  $50,000,  Lender  shall  pay  such  proceeds
                              directly  to  Borrower,  to be held in  trust  for
                              Lender and applied to the cost of  rebuilding  and
                              restoring the Premises.

                         (B)  If the aggregate amount of such proceeds equals or
                              exceeds $50,000 Lender shall disburse such amounts
                              of  the  proceeds  as  Lender   reasonably   deems
                              necessary  for the  repair or  replacement  of the
                              Premises,  subject to the  conditions set forth in
                              paragraph 6(c) below.

                    (ii) in the event (x) an Event of Default exists, or (y) the
                         casualty occurs during the last six (6) months prior to
                         the Maturity Date and Lender determines that the repair
                         and  restoration  of such casualty  cannot be completed
                         prior to the Maturity  Date, or (z) the  conditions set
                         forth in 6(c) are not met, then Lender, in its sole and
                         absolute discretion may either:

                         (A)  declare the entire  Indebtedness to be immediately
                              due and payable and apply all such proceeds to pay
                              the   Indebtedness  in  such  priority  as  Lender
                              elects,  provided,  however,  that if no  Event of
                              Default exists at the time of such application, no
                              Make Whole Premium shall be due; or

                         (B)  disburse such proceeds as Lender  reasonably deems
                              necessary  for the  repair or  replacement  of the
                              Premises  subject to those conditions set forth in
                              paragraph  6(c)  which  Lender  in  its  sole  and
                              absolute discretion may require.

               (c)  (i)  In the event that  Borrower is  to be reimbursed out of
                         the  insurance  proceeds or out of any award or payment
                         received  with  respect to a Taking,  Lender shall from
                         time to time make available  such proceeds,  subject to
                         the following conditions:  (a) there continues to exist
                         no Event of  Default;  (b) the  delivery  to  Lender of
                         satisfactory   evidence  of  the   estimated   cost  of
                         completion of such repair and restoration  work and any

                                       13

<PAGE>

                         architect's certificates, waivers of lien, contractor's
                         sworn  statements,  and other  evidence  of cost and of
                         payment  and  of the  continued  priority  of the  lien
                         hereof  over  any  potential  liens  of  mechanics  and
                         materialmen  (including,   without  limitation,   title
                         policy endorsements) as Lender may require and approve;
                         (c) the  time  required  to  complete  the  repair  and
                         restoration  work and for the income from the  Premises
                         to  return  to the  level it was prior to the loss will
                         not exceed  the  coverage  period of the  rental  value
                         insurance  required  hereunder;   (d)  the  annual  net
                         operating  income from all  approved  executed  Leases,
                         having  at  least  3  years   remaining  prior  to  the
                         expiration  of their  term,  with no uncured  defaults,
                         shall  equal or  exceed  1.25  times  the  annual  debt
                         service on the Note,  and Applied  Communication,  Inc.
                         confirms  in writing to Lender  that it will occupy the
                         Premises after the restoration is completed,  its lease
                         is in full  force  and  effect,  and no  defaults  have
                         occurred  and are  continuing  thereunder;  (e)  Lender
                         approves  the  plans  and  specifications  of such work
                         before such work is commenced if the estimated  cost of
                         rebuilding   and   restoration   exceeds   25%  of  the
                         Indebtedness  or  involves  any  structural  changes or
                         modifications.   If  said   plans  and   specifications
                         substantially  comply with those previously approved by
                         Lender,  Lender's  approval  shall not be  unreasonably
                         withheld;  (f) if the amount of any insurance proceeds,
                         award or other  payment  is  insufficient  to cover the
                         cost of restoring and rebuilding the Premises, Borrower
                         shall pay such cost in excess of such  proceeds,  award
                         or other payment before being entitled to reimbursement
                         out of  such  funds;  (g)  Borrower  pays to  Lender  a
                         non-refundable  processing  fee equal to the greater of
                         $5,000.00 or .25% of the amount of such proceeds within
                         sixty (60) days of the occurrence of any such damage or
                         destruction  and before Lender  disburses any proceeds;
                         and (h) such other conditions to such disbursements, in
                         Lender's  discretion,  as would be customarily required
                         by a  construction  lender  doing  business in the area
                         where the  Premises  is located or which are  otherwise
                         required by any rating agency  rating a  securitization
                         transaction with respect to the Loan.

                    (ii) No payment made by Lender prior to the final completion
                         of the repair or restoration work shall,  together with
                         all payments  theretofore  made, exceed 90% of the cost
                         of such work  performed to the time of payment,  and at
                         all  times the  undisbursed  balance  of said  proceeds
                         shall  be at  least  sufficient  to pay for the cost of
                         completion  of such work  free and clear of all


                                       14
<PAGE>

                         liens. Any proceeds remaining after payment of the cost
                         of rebuilding and  restoration  shall, at the option of
                         Lender,  either  be (a)  applied  in  reduction  of the
                         Indebtedness secured hereby, provided, however, that if
                         no  Event  of  Default  exists  at  the  time  of  such
                         application, no Make Whole Premium shall be due, or (b)
                         paid to Borrower.

                    (iii)Repair  and   restoration  of  the  Premises  shall  be
                         commenced promptly after the occurrence of the loss and
                         shall be prosecuted to completion  diligently,  and the
                         Premises   shall  be  so   restored   and   rebuilt  to
                         substantially  the same  character and quality as prior
                         to such damage and  destruction  and shall  comply with
                         all building codes and zoning requirements.

         (d)   Should such damage or destruction occur after foreclosure or sale
               proceedings  have  been  instituted,  the  proceeds  of any  such
               insurance  policy or policies,  if not applied in  rebuilding  or
               restoration  of the  Improvements,  shall  be used to pay (i) the
               Indebtedness  then due and owing in the  event of a  non-judicial
               sale in such priority as Lender elects, or (ii) the amount due in
               accordance with any decree of foreclosure or deficiency  judgment
               that may be entered in connection with such proceedings,  and the
               balance,  if any,  shall be paid to the  owner of the  equity  of
               redemption if he shall then be entitled to the same, or otherwise
               as any court having jurisdiction may direct.

7.   In the event of the commencement of a Taking affecting the Premises:

     (a)  Borrower  shall notify Lender  thereof in the manner  provided in this
          Deed of Trust for the giving of  notices.  Lender may  participate  in
          such  proceeding,  and Borrower  shall deliver to Lender all documents
          requested by it to permit such participation.

     (b)  Borrower  shall cause the proceeds of any award or other  payment made
          relating to a Taking,  to be paid directly to Lender.  Lender,  in its
          sole and absolute  discretion:  (i) may apply all such proceeds to pay
          the Indebtedness in such priority as Lender elects,  provided however,
          that if no Event of Default exists at the time of such  application no
          Make Whole  Premium shall be due; or (ii) subject to and in accordance
          with the provisions  set forth in paragraph  6(c) above,  may disburse
          such amounts of the proceeds as Lender  reasonably deems necessary for
          the repair or replacement of the Premises.


                                       15

<PAGE>

8.   If by the  laws  of the  United  States  of  America  or of  any  state  or
     governmental  subdivision  having  jurisdiction  over  Borrower  or of  the
     Premises or of the Loan  evidenced by the Loan  Documents or any amendments
     or  modifications  thereof,  any  tax or fee  is due or  becomes  due or is
     imposed upon Lender in respect of the  issuance of the Note hereby  secured
     or the  making,  recording  and  registration  of  this  Deed of  Trust  or
     otherwise  in  connection  with  the  Loan  Documents,   the  Environmental
     Indemnity  or the  Loan,  except  for  Lender's  income or  franchise  tax,
     Borrower covenants and agrees to pay such tax or fee in the manner required
     by such law and to hold  harmless and indemnify  Trustee and Lender,  their
     successors  and assigns,  against any  liability  incurred by reason of the
     imposition of any such tax or fee.

9.   (a) Upon the occurrence of any Event of Default,  Lender may, but need not,
         make any payment or perform any act herein required of Borrower, in any
         form and manner  deemed  expedient  and may, but need not, make full or
         partial  payments of  principal or interest on prior  encumbrances,  if
         any,  and  purchase,  discharge,  compromise  or settle any tax lien or
         other prior lien or title or claim thereof, or redeem from any tax sale
         or  forfeiture   affecting  said  Premises,   or  contest  any  tax  or
         assessment.  All moneys paid for any of the purposes herein  authorized
         and all reasonable  expenses paid or incurred in connection  therewith,
         including but not limited to, reasonable  attorneys' fees and costs and
         reasonable  attorneys'  fees and costs on appeal,  and any other  money
         advanced by Lender to protect the Premises  and the lien hereof,  shall
         be so much  additional  Indebtedness  secured  hereby and shall  become
         immediately due and payable without notice and with interest thereon at
         the Default Rate from the date of expenditure or advance until paid.

     (b) In  making  any  payment  hereby   authorized   relating  to  taxes  or
         assessments or for the purchase, discharge, compromise or settlement of
         any prior lien,  Lender may make such  payment  according  to any bill,
         statement  or  estimate  secured  from the  appropriate  public  office
         without  inquiry into the accuracy  thereof or into the validity of any
         tax, assessment,  sale, forfeiture,  tax lien or title or claim thereof
         or without  inquiry as to the  validity or amount of any claim for lien
         which may be asserted.

10.  If  one or  more  of the  following  events  (herein  called  "Event(s)  of
     Default") shall have occurred:

     (a) failure to pay when due any principal,  interest, Make Whole Premium or
         other  Indebtedness,  utilities,  taxes  or  assessments  or  insurance
         premiums

                                       16
<PAGE>

         required pursuant to the Loan Documents or the Environmental Indemnity,
         and such failure shall have continued for 10 days; or

     (b) Borrower,  Interest  Owner  or  any  guarantor  voluntarily  brings  or
         acquiesces to any of the following: (A) any action for dissolution, act
         of dissolution  or dissolution or the like of Borrower,  Interest Owner
         or any guarantor under the Federal  Bankruptcy Code as now or hereafter
         constituted;  (B) the  filing of a  petition  or answer  proposing  the
         adjudication of Borrower, Interest Owner or any guarantor as a bankrupt
         or its reorganization or arrangement, or any composition, readjustment,
         liquidation,  dissolution or similar relief with respect to it pursuant
         to any present or future federal or state bankruptcy or similar law; or
         (C) the appointment by order of a court of competent  jurisdiction of a
         receiver,  trustee or liquidator of the Premises or any part thereof or
         of Borrower, Interest Owner or any guarantor or of substantially all of
         the assets of Borrower, Interest Owner or any guarantor; or

     (c) one or more of the items set forth in paragraph 10(b) above occur which
         were either not (i) voluntarily brought by Borrower,  Interest Owner or
         any guarantor or (ii) acquiesced in by Borrower,  Interest Owner or any
         guarantor,  and which are not  discharged  or dismissed  within 90 days
         after the action, filing or appointment, as the case may be; or

         With respect to the matters in (b) and (c) above for an Interest  Owner
         only,  no Event of Default  shall  occur until an  interested  party or
         Interest  Owner  asserts  a claim  or  right  against  Borrower  or the
         Premises which in any manner may affect Lender's rights,  remedies,  or
         interests  granted  under  the  Loan  Documents  (whether  or not  such
         assertion is successful).

     (d) with respect to the matters not described in the other subparagraphs of
         this  paragraph  10,  failure to duly observe or perform any  covenant,
         condition or agreement  of the Borrower or any  guarantor  contained in
         this Deed of Trust, the Loan Agreement,  the Guaranty,  the Note or the
         Assignment of Leases from Borrower to Lender or in any other instrument
         or   agreement   which   evidences  or  secures  the  Loan  (the  "Loan
         Documents"),  or in the Environmental  Indemnity and such failure shall
         have  continued  for 30 days  after Notice specifying such  failure  is
         given by Lender to Borrower; or

         If any  failure to observe or perform  under (d) above shall be of such
         nature  that it cannot be cured or  remedied  within 30 days,  Borrower
         shall be entitled to a reasonable period of time to cure or remedy such
         failure  (not to  exceed  90 days  following  the  giving  of  Notice),
         provided

                                       17

<PAGE>

         Borrower  commences the cure or remedy thereof within the 30 day period
         following the giving of Notice and thereafter  proceeds with diligence,
         as determined by Lender, to complete such cure or remedy.

     (e) the  failure  of  Borrower  to  duly  observe  or  perform  any  of the
         covenants,  conditions  and  agreements  of the  Borrower  contained in
         paragraph 2(f) of this Deed of Trust; or

     (f) any representation made by or on behalf of Borrower,  Interest Owner or
         any guarantor regarding the Premises,  the making or delivery of any of
         the Loan  Documents or the  Environmental  Indemnity or in any material
         written  information  provided  by or on behalf of  Borrower,  Interest
         Owner or any  guarantor in  connection  with the Loan shall prove to be
         untrue or inaccurate in any material respect; or

     (g) the failure of  Borrower to give Notice to Lender  within 60 days after
         the death of any individual who is personally liable for any obligation
         under the Loan Documents or the Environmental  Indemnity,  as Borrower,
         indemnitor or guarantor,  whether or not such  individual  had executed
         the Note or this Deed of Trust; or

     (h) subject to the provisions of paragraph 2(f), the failure of Borrower to
         provide  Lender with an assumption  agreement in form and substance and
         executed by a person(s) or entity(ies) acceptable to Lender in its sole
         discretion to assume the obligations of any deceased  individual who is
         personally  liable for any  obligation  under the Loan Documents or the
         Environmental Indemnity, as Borrower,  indemnitor or guarantor, whether
         or not such individual had executed the Note or this Deed of Trust, and
         such failure  shall have  continued for 60 days after the death of such
         individual; or

     (i) the failure of Borrower to remain a Single-Purpose Entity;

     then, in each and every such case,  the whole of said  principal sum hereby
     secured  shall,  at the option of the Lender and without  further notice to
     Borrower, become immediately due and payable together with accrued interest
     thereon,  a Make Whole Premium calculated in accordance with the provisions
     of the Loan Documents and all other Indebtedness, and whether or not Lender
     has exercised said option,  interest  shall accrue on the entire  principal
     balance and any interest or Make Whole Premium or other  Indebtedness  then
     due,  at the Default  Rate until fully paid or if Lender has not  exercised
     said option, for the duration of any Event of Default.


                                       18
<PAGE>

11.  Borrower  agrees  that if Lender  accelerates  the whole or any part of the
     principal  sum hereby  secured,  or applies  any  proceeds  pursuant to the
     provisions  hereof,  Borrower  waives any right to prepay the principal sum
     hereby  secured in whole or in part  without  premium and agrees to pay, as
     yield maintenance  protection and not as a penalty, a "Make Whole Premium".
     However,  in the  event  any  proceeds  from a  casualty  or  Taking of the
     Premises   are   applied   to   reduce   the   principal    balance   under
     the Note, no Make Whole Premium shall be due so long as no Event of Default
     exists at the time of such application.

12.  (a) Upon the  occurrence of any Event of Default,  in addition to any other
         rights or remedies provided in the Loan Documents, at law, in equity or
         otherwise,  Lender  shall have the right to cause the  Premises  or any
         part thereof to be sold  pursuant to the POWER OF SALE granted  herein,
         in order to  accomplish  the object of these  trusts and upon demand by
         Lender, Trustee, without demand on Borrower, shall sell the Premises or
         such part thereof as Trustee in its sole  discretion may deem necessary
         to  accomplish  the  objects of these  trusts  having  first  given all
         statutory  notices (of default or otherwise)  and  thereafter,  if such
         Event of Default has not been cured, of the time and place of such sale
         as  required  by law  pursuant to the  Nebraska  Trust  Deeds Act.  For
         purposes of all notices required  hereunder or pursuant to the Nebraska
         Trustees Act, Borrower  designates the address as set forth in preamble
         to this agreement as the address for all such notices.

     (b) Trustee may  postpone  such sale from time to time by giving  notice of
         such  postponement  in the same manner in which any original  notice of
         sale  was  given  or by an  announcement  or  proclamation  made to the
         persons  assembled  at the  time and  place  previously  appointed  and
         noticed for such sale or postponed  sale,  and on the date of such sale
         or the date to which such sale may have been postponed Trustee may sell
         the  Premises to the highest  bidder.  Lender or its agents may bid and
         purchase at such sale.  Trustee in conducting  said sale may act either
         in person or through the agency of an  auctioneer  and may establish as
         one of the  conditions of such sale that all bids and payments for said
         Premises be made in cash.

13.  Upon such sale, Trustee shall make, execute, and after due payment is made,
     deliver to the  purchaser or purchasers a deed or deeds for the Premises or
     part thereof sold and shall apply the proceeds of the sale, at the election
     of  Lender  first,  to all of the  expenses  of  such  sale  including  the
     reasonable  expenses of this trust or the Trustee and the fees and costs of
     any attorneys for this trust,  environmental audits, the Trustee or Lender,
     all of which  shall  accrue  and  become  due from and  after  any Event of
     Default, together with any sums which

                                       19

<PAGE>

     Trustee or Lender shall have paid for procuring  any abstract,  certificate
     or report of title to the Premises and, second, to principal,  interest and
     any other  Indebtedness and all other sums or amounts due under the Note or
     agreed or  provided  to be paid by  Borrower  herein  or in any other  Loan
     Documents, all in such order as Lender may determine. The remainder of such
     proceeds,  if any,  shall be paid to Borrower or  Borrower's  successors or
     assigns, as their rights may appear.

14.  In the event of such a sale of the  Premises  or any part  thereof  and the
     execution  of a deed or deeds  therefor  under  these  trusts,  any recital
     therein  of the  occurrence  of an Event of  Default  or of the  giving  or
     recording of any notice or demand by Trustee or Lender  regarding such sale
     shall be conclusive  proof  thereof,  and the receipt of the purchase money
     recited therein shall fully discharge the purchaser from any obligation for
     the proper  application  of the proceeds of sale in  accordance  with these
     trusts.

15.  Following the  occurrence of an Event of Default,  unless the same has been
     specifically  waived in writing,  Borrower  shall  forthwith upon demand of
     Trustee or Lender  surrender  to Lender  possession  of the  Premises,  and
     Lender shall be entitled to take actual  possession  of the Premises or any
     part thereof  personally or by its agents or  attorneys,  and Lender in its
     discretion  may, with or without force and with or without  process of law,
     enter  upon  and  take and  maintain  possession  of all or any part of the
     Premises together with all documents,  books, records,  papers and accounts
     of the Borrower or the then owner of the Premises relating thereto, and may
     exclude  Borrower,  its  agents or  assigns  wholly  therefrom,  and may as
     attorney-in-fact or agent of the Borrower, or in its own name as Lender and
     under the powers herein granted:

     (a) hold, operate,  maintain,  repair,  rebuild,  replace,  alter, improve,
         manage or  control  the  Premises  as it deems  judicious,  insure  and
         reinsure  the  same  and any  risks  related  to  Lender's  possession,
         operation  and  management  thereof  and  receive  all  Rents,   either
         personally or by its agents,  and with full power to use such measures,
         legal or equitable,  as in its  discretion it deems proper or necessary
         to enforce the payment or security of the Rents,  including actions for
         the  recovery  of Rent,  actions in  forcible  detainer  and actions in
         distress  for  Rents,  hereby  granting  full  power and  authority  to
         exercise  each and every of the rights,  privileges  and powers  herein
         granted at any and all times hereafter, without notice to Borrower; and

     (b) conduct leasing  activity  pursuant to the provisions of the Assignment
         of Leases.

                                       21

<PAGE>

     Neither Trustee nor Lender shall be obligated to perform or discharge,  nor
     does either hereby undertake to perform or discharge, any obligation,  duty
     or liability under any Lease. Should Trustee or Lender incur any liability,
     loss or damage under any Leases, or under or by reason of the Assignment of
     Leases, or in the defense of any claims or demands  whatsoever which may be
     asserted against Lender or Trustee by reason of any alleged  obligations or
     undertakings  on its  part  to  perform  or  discharge  any  of the  terms,
     covenants or agreements in any Lease, the amount thereof,  including costs,
     expenses and reasonable  attorneys'  fees and costs,  including  reasonable
     attorneys' fees and costs on appeal, shall be added to the Indebtedness and
     secured hereby.

16.  Trustee and Lender in the exercise of the rights and powers  conferred upon
     them shall  have the full power to use and apply the Rents,  less costs and
     expenses of  collection to the payment of or on account of the items listed
     in (a) - (c) below,  at the  election of Lender and in such order as Lender
     may determine.  The manner of the application of Rents, the  reasonableness
     of the costs and  charges to which such Rents are  applied  and the item or
     items  which  shall  be  credited  thereby  shall  be  within  the sole and
     unlimited discretion of Lender.

     (a) to the payment of (i) the expenses of  operating  and  maintaining  the
         Premises, including, but not limited to the cost of management, leasing
         (which shall include  reasonable  compensation  to Trustee,  Lender and
         their  respective  agent or  agents if  management  and/or  leasing  is
         delegated  to an agent or agents),  repairing,  rebuilding,  replacing,
         altering and  improving  the  Premises,  (ii)  premiums on insurance as
         hereinabove authorized,  (iii) taxes and special assessments now due or
         which may hereafter  become due on the  Premises,  and (iv) expenses of
         placing the Premises in such condition as will, in the sole judgment of
         Lender, make it readily rentable;

     (b) to the payment of any  principal,  interest  or any other  Indebtedness
         secured hereby or any deficiency  which may result from any foreclosure
         sale;

     (c) to the payment of established  claims for damages,  if any,  reasonable
         attorneys'  fees and costs and reasonable  attorneys' fees and costs on
         appeal.

     To the extent  that the costs and  expenses  in (a) - (c) above  exceed the
     amounts  collected,  the  excess  shall be added  to the  Indebtedness  and
     secured hereby.

17.  Upon the  occurrence  of any  Event of  Default,  unless  the same has been
     specifically  waived in  writing,  Lender  may  apply to any  court  having

                                       21

<PAGE>

     jurisdiction  for the  appointment  of a  receiver  of the  Premises.  Such
     appointment  may be made  either  before  or after  sale,  without  notice,
     without  regard to the  solvency or  insolvency  of Borrower at the time of
     application  for such receiver and without  regard to the then value of the
     Premises or the adequacy of Lender's  security.  Lender may be appointed as
     such  receiver.  The receiver  shall have power to collect the Rents during
     the pendency of any foreclosure  proceedings and, in case of a sale, during
     the full  statutory  period of  redemption,  if any,  as well as during any
     further times when Borrower,  except for the intervention of such receiver,
     would be entitled to collect such Rents.  In addition,  the receiver  shall
     have all other  powers  which shall be necessary or are usual in such cases
     for the protection,  possession,  control,  management and operation of the
     Premises  during the whole of said period.  The court from time to time may
     authorize  the  receiver  to apply  the net  income  in its  possession  at
     Lender's  election and in such order as Lender may  determine in payment in
     full or in part of those items listed in paragraph 16.

18.  (a) Borrower  agrees  that all  reasonable  costs,  charges  and  expenses,
         including  but not limited to,  reasonable  attorneys'  fees and costs,
         incurred  or  expended  by  Trustee  or  Lender  arising  out  of or in
         connection with any action,  proceeding or hearing, legal, equitable or
         quasi-legal,   including  the  preparation   therefor  and  any  appeal
         therefrom,  in any way affecting or  pertaining to the Loan  Documents,
         the Environmental Indemnity, or the Premises, shall be promptly paid by
         Borrower. All such sums not promptly paid by Borrower shall be added to
         the Indebtedness  secured hereby and shall bear interest at the Default
         Rate  from the date of such  advance  and shall be due and  payable  on
         demand.

     (b) Borrower  hereby agrees that upon the occurrence of an Event of Default
         and the  acceleration  of the principal sum secured hereby  pursuant to
         this Deed of Trust, to the full extent that such rights can be lawfully
         waived, Borrower hereby waives and agrees not to insist upon, plead, or
         in any manner take advantage of, any notice of acceleration,  any stay,
         extension,  exemption,  homestead,  marshaling or moratorium law or any
         law providing for the valuation or  appraisement  of all or any part of
         the Premises  prior to any sale or sales thereof under any provision of
         this Deed of Trust or before or after any decree,  judgment or order of
         any court or  confirmation  thereof,  or claim or exercise any right to
         redeem all or any part of the  Premises  so sold and  hereby  expressly
         waives to the full  extent  permitted  by  applicable  law on behalf of
         itself and each and every person or entity  acquiring any right,  title
         or interest in or to all or any part of the  Premises,  all benefit and
         advantage  of any such laws  which  would  otherwise  be  available  to
         Borrower or any such


                                       22

<PAGE>

     person or entity,  and agrees that neither  Borrower nor any such person or
     entity will invoke or utilize any such law to  otherwise  hinder,  delay or
     impede the exercise of any remedy granted or delegated to Lender herein but
     will  permit the  exercise  of such  remedy as though any such laws had not
     been enacted.  Borrower hereby further  expressly waives to the full extent
     permitted by  applicable  law on behalf of itself and each and every person
     or entity  acquiring any right,  title or interest in or to all or any part
     of the Premises any and all rights of redemption from any sale or any order
     or decree of  foreclosure  obtained  pursuant to provisions of this Deed of
     Trust.

19.  Borrower hereby assigns to Lender  directly and absolutely,  and not merely
     collaterally,  the  interest of Borrower as lessor  under the Leases of the
     Premises and the Rents  payable  under any Lease and/or with respect to the
     use of the Premises, or portion thereof,  including any oil, gas or mineral
     lease, or any  installments  of money payable  pursuant to any agreement or
     any sale of the Premises or any part thereof, subject only to a license, if
     any,  granted  by Lender to  Borrower  with  respect  thereto  prior to the
     occurrence of an Event of Default.  Borrower has executed and delivered the
     Assignment of Leases which grants to Lender specific rights and remedies in
     respect of said Leases and governs the  collection of Rents  thereunder and
     from the use of the Premises, and such rights and remedies so granted shall
     be cumulative of those granted herein.

     The collection of such Rents and the application thereof as aforesaid shall
     not cure or waive any Event of Default or notice of  default  hereunder  or
     invalidate  any act done pursuant to such notice,  except to the extent any
     such Event of Default is fully cured.  Failure or  discontinuance of Lender
     at any time,  or from time to time,  to collect any such  moneys  shall not
     impair in any manner  the  subsequent  enforcement  by Lender of the right,
     power and authority herein conferred on Lender.  Nothing  contained herein,
     including the exercise of any right,  power or authority  herein granted to
     Lender,  shall be, or be construed to be, an  affirmation  by Lender of any
     tenancy,  Lease or option,  or an  assumption  of liability  under,  or the
     subordination  of the  lien or  charge  of this  Deed of  Trust to any such
     tenancy, Lease or option.  Borrower hereby agrees that, in the event Lender
     exercises its rights as provided for in this paragraph or in the Assignment
     of  Leases,  Borrower  waives  any  right  to  compensation  for the use of
     Borrower's  furniture,  furnishings  or  equipment  in the Premises for the
     period such  assignment  of rents or  receivership  is in effect,  it being
     understood  that the Rents  derived from the use of any such items shall be
     applied to Borrower's obligations hereunder as above provided.

                                       23

<PAGE>

20.  All rights and remedies  granted to Trustee or Lender in the Loan Documents
     shall be in addition to and not in limitation of any rights and remedies to
     which it is entitled in equity, at law or by statute, and the invalidity of
     any  right or  remedy  herein  provided  by  reason  of its  conflict  with
     applicable  law or statute shall not affect any other valid right or remedy
     afforded to Trustee or Lender. No waiver of any default or Event of Default
     under any of the Loan Documents  shall at any time thereafter be held to be
     a waiver of any rights of the  Trustee or Lender  hereunder,  nor shall any
     waiver  of a prior  Event of  Default  or  default  operate  to  waive  any
     subsequent  Event of Default or default.  All remedies  provided for in the
     Loan  Documents  are  cumulative  and may, at the  election  of Lender,  be
     exercised alternatively,  successively,  or concurrently. No act of Trustee
     or Lender  shall be  construed  as an  election  to  proceed  under any one
     provision  herein to the  exclusion  of any other  provision  or to proceed
     against one portion of the Premises to the exclusion of any other  portion.
     Time is of the essence under this Deed of Trust and the Loan Documents.

21.  By accepting  payment of any sum secured hereby after its due date,  Lender
     does not waive its right either to require  prompt  payment when due of all
     other sums or  installments  so secured or to declare a default for failure
     to pay such other sums or installments.

22.  The usury  provisions  of  paragraph  6 of the Note and the  limitation  of
     recourse  liability  provisions  of  paragraph  9 of  the  Note  are  fully
     incorporated  herein by reference as if the same were  specifically  stated
     here.

23.  In the event one or more  provisions of the Loan Documents shall be held to
     be invalid,  illegal or  unenforceable  in any  respect,  such  invalidity,
     illegality or unenforceability shall not affect any other provision hereof,
     and the Loan  Documents  shall be  construed as if any such  provision  had
     never been contained herein.

24.  If the payment of the  Indebtedness  secured  hereby or of any part thereof
     shall be extended or varied,  or if any part of the  security be  released,
     all persons now or at any time hereafter liable therefor,  or interested in
     said  Premises,  shall be held to assent to such  extension,  variation  or
     release,  and their liability and the lien and all provisions  hereof shall
     continue in full  force,  the right of  recourse  against all such  persons
     being  expressly  reserved  by Lender  notwithstanding  such  variation  or
     release.

25.  Upon payment in full of the principal sum, interest and other  Indebtedness
     secured by the Loan  Documents,  these presents shall be null and void, and
     Trustee  shall  release  this Deed of Trust  and the lien  hereof by proper
     instrument executed in recordable form.


                                       24

<PAGE>

26.  (a) Borrower hereby grants to Lender and its respective agents,  attorneys,
         employees, consultants,  contractors and assigns an irrevocable license
         and  authorization  to enter  upon and  inspect  the  Premises  and all
         facilities  located  thereon at  reasonable  times.  Lender  shall make
         reasonable  efforts  to  ensure  that the  business  operations  of the
         tenants are not disrupted.

     (b) In  connection  with  any sale or  conveyance  of this  Deed of  Trust,
         Borrower  grants  to  Lender  and  its  respective  agents,  attorneys,
         employees, consultants,  contractors and assigns an irrevocable license
         and  authorization  to  conduct,   at  Lender's  expense,   a  Phase  I
         environmental audit of the Premises.

     (c) In the event there has been an Event of Default or in the event  Lender
         has formed a reasonable belief, based on its inspection of the Premises
         or other factors known to it, that  Hazardous  Materials may be present
         on the  Premises,  then  Borrower  grants to Lender and its  respective
         agents, attorneys, employees,  consultants,  contractors and assigns an
         irrevocable   license  and  authorization  to  conduct,  at  Borrower's
         expense,   environmental  tests  of  the  Premises,  including  without
         limitation, a Phase I environmental audit, subsurface testing, soil and
         ground water testing,  and other tests which may physically  invade the
         Premises or facilities  (the "Tests").  The scope of the Tests shall be
         such as Lender, in its sole discretion,  determines is necessary to (i)
         investigate  the condition of the  Premises,  (ii) protect the security
         interests  created  under  this  Deed  of  Trust,  or  (iii)  determine
         compliance  with  Environmental   Laws,  the  provisions  of  the  Loan
         Documents and the  Environmental  Indemnity and other matters  relating
         thereto.

     (d) The foregoing licenses and authorizations are intended to be a means of
         protection  of Lender's  security  interest in the  Premises and not as
         participation in the management of the Premises.

27.  Within  15 days  after  any  written  request  by any party to this Deed of
     Trust,  the requested  party shall  certify,  by a written  statement  duly
     acknowledged, the amount of principal, interest and other Indebtedness then
     owing on the Note,  the  terms of  payment,  Maturity  Date and the date to
     which interest has been paid.  Borrower shall further  certify  whether any
     defaults,  offsets or  defenses  exist  against  the  Indebtedness  secured
     hereby.  Borrower  shall  also use its best  efforts  to furnish to Lender,
     within 30 days of its request  therefor,  tenant estoppel letters from such
     tenants of the  Premises  as Lender may  require; which


                                       25
<PAGE>

     Lender  shall not  request more  than one (1) time per annum, nor more than
     one (1) time prior to the date of the Securitization Transaction.

28.  Each notice,  consent,  request,  report or other  communication under this
     Deed of Trust or any other Loan  Document  (each,  a  "Notice"),  which any
     party hereto may desire or be required to give to the other shall be deemed
     to be an adequate and sufficient  notice if given in writing and service is
     made by either (i) registered or certified mail, postage prepaid,  in which
     case notice shall be deemed to have been  received  three (3) business days
     following deposit to U.S. mail; or (ii) nationally recognized overnight air
     courier,  next day  delivery,  prepaid,  in which case such notice shall be
     deemed to have been  received one (1) business  day  following  delivery to
     such  nationally  recognized  overnight  air courier.  All Notices shall be
     addressed to Borrower at its address given on the first page hereof,  or to
     Lender at c/o Principal  Capital  Management,  LLC, 801 Grand  Avenue,  Des
     Moines, Iowa 50392-1450,  Attn: Commercial Real Estate Servicing,  Loan No.
     752672,  or to such other  place as any party may by written  notice to the
     other parties designate as a place for service of notice.

29.  Lender,  from time to time, may substitute  another Trustee in place of the
     Trustee named herein,  to execute the trusts hereby created;  and upon such
     appointment, and without conveyance to the successor trustee, the successor
     trustee shall be vested with all the title,  interest,  powers,  duties and
     trusts in the Premises  hereby vested in or conferred  upon Trustee  herein
     named.  Each such  appointment  and  substitution  shall be made by written
     instrument  executed  by the Lender  containing  reference  to this Deed of
     Trust  sufficient  to identify it, which  instrument,  when recorded in the
     office  of the  County  Recorder  of the  county or  counties  in which the
     Premises is situated,  shall be conclusive  proof of proper  appointment of
     the successor trustee. The recital or statement, in any instrument executed
     by Trustee in pursuance of any of said trusts,  of the due authorization of
     any agent of the  Trustee  executing  the same  shall for all  purposes  be
     conclusive proof of such authorization.

30.  Trustee at any time, at Trustee's option, may commence and maintain suit in
     any court of  competent  jurisdiction  and obtain the aid and  direction of
     said  court in the  execution  by it of the  trusts or any of them,  herein
     expressed  or  contained,  and,  in such  suit,  may  obtain  the orders or
     decrees,  interlocutory  or final of said court  directing the execution of
     said trusts,  and confirming and approving  Trustee's acts, or any of them,
     or any sales or  conveyances  made by Trustee,  and  adjudging the validity
     thereof,  and  directing  that  the  purchasers  of the  property  sold and
     conveyed be let into immediate possession thereof, and providing for orders
     of court or other process requiring the Sheriff of the county in which said
     property is situated to place and  maintain  said  purchasers


                                       26
<PAGE>

     in quiet and peaceable possession of the property so purchased by them, and
     the whole thereof.

31.  Borrower has had the  opportunity  to fully  negotiate the terms hereof and
     modify the  draftsmanship  of this Deed of Trust.  Therefore,  the terms of
     this  Deed  of  Trust  shall  be  construed  and  interpreted  without  any
     presumption, inference, or rule requiring construction or interpretation of
     any  provision  of this Deed of Trust  against  the  interest  of the party
     causing this Deed of Trust or any portion of it to be drafted.  Borrower is
     entering into this Deed of Trust freely and voluntarily without any duress,
     economic or otherwise.

32.  Borrower,  forthwith upon request,  at any and all times hereafter,  at the
     expense of  Borrower,  will cause to be made,  executed,  acknowledged  and
     delivered to Trustee,  any and every deed or assurance in law which Trustee
     or counsel of Trustee shall reasonably advise or require for the more sure,
     effectual and  satisfactory  granting and  confirming of said Premises unto
     Trustee.

33.  Trustee  shall  not be  liable  or  responsible  for its acts or  omissions
     hereunder, except for Trustee's own gross negligence or willful default, or
     be liable or responsible for any acts or omissions of any agent,  attorneys
     or employee by him employed hereunder, if selected with reasonable care.

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

35.  This Deed of Trust and all provisions  hereof shall inure to the benefit of
     the heirs,  successors  and  assigns of Lender and shall bind the heirs and
     permitted successors and assigns of Borrower.

36.  This Deed of Trust shall be governed by, and construed in accordance  with,
     the laws of the state of Nebraska,  without  regard to its conflicts of law
     principles.

37.  As used herein, the term "Default Rate" means a rate equal to the lesser of
     (i) four percent  (4%) per annum above the then  applicable  interest  rate
     payable under the Note or (ii) the maximum rate allowed by applicable  law.

38.  BORROWER AND LENDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, TO
     THE  EXTENT  PERMITTED  BY LAW,  TRIAL BY JURY IN ANY  ACTIONS  BROUGHT  BY
     BORROWER,  TRUSTEE OR LENDER IN CONNECTION WITH THIS DEED OF TRUST,


                                       27
<PAGE>

     ANY OF THE LOAN DOCUMENTS,  THE INDEBTEDNESS  SECURED HEREBY,  OR ANY OTHER
     STATEMENTS OR ACTIONS OF LENDER.

39.  This  Deed of Trust  and the  Indebtedness  secured  hereby is for the sole
     purpose of  conducting  or  acquiring a lawful  business,  professional  or
     commercial  activity  or for  the  acquisition  or  management  of  real or
     personal  property as a  commercial  investment,  and all  proceeds of such
     Indebtedness  shall be used  for said  business  or  commercial  investment
     purpose.  Such  proceeds  will not be used for the purchase of any security
     within the meaning of the Securities  Exchange Act of 1934, as amended,  or
     any regulation  issued  pursuant  thereto,  including  without  limitation,
     Regulations  U, T and X of the Board of  Governors  of the Federal  Reserve
     System.  This is not a  purchase  money  deed of trust  where a  seller  is
     providing financing to a buyer for the payment of all or any portion of the
     purchase  price  and the  Premises  secured  hereby is not a  residence  or
     homestead  or used for  mining,  grazing,  agriculture,  timber or  farming
     purposes.

40.  Unless Lender shall otherwise  direct in writing,  Borrower shall appear in
     and defend all actions or  proceedings  purporting  to affect the  security
     hereunder,  or any right or power of the Lender.  The Lender shall have the
     right to appear in such actions or proceedings.  Borrower shall save Lender
     harmless  from all  costs  and  expenses,  including  but not  limited  to,
     reasonable  attorneys'  fees  and  costs  and  costs  of  a  title  search,
     continuation  of abstract and  preparation of survey  incurred by reason of
     any action,  suit,  proceeding,  hearing,  motion or application before any
     court or  administrative  body in and to which  Lender  may be or  become a
     party by reason hereof.  Such proceedings  shall include but not be limited
     to condemnation,  bankruptcy,  probate and administration  proceedings,  as
     well as any other action,  suit,  proceeding,  right, motion or application
     wherein  proof  of  claim  is by law  required  to be  filed or in which it
     becomes  necessary  to defend or uphold  the terms of this Deed of Trust or
     the Loan Documents or otherwise purporting to affect the security hereof or
     the rights or powers of Lender.  All money  paid or  expended  by Lender in
     that regard,  together with  interest  thereon from date of such payment at
     the Default Rate shall be additional  Indebtedness secured hereby and shall
     be immediately due and payable by Borrower without notice.

41.  Upon  the  occurrence  of an  Event of  Default,  unless  the same has been
     specifically waived in writing, all Rents collected or received by Borrower
     shall be accepted and held for Lender in trust and shall not be  commingled
     with the funds and property of Borrower, but shall be promptly paid over to
     Lender.

42.  If more than one, all  obligations  and  agreements  of Borrower and of any
     general partner of Borrower are joint and several.


                                       28

<PAGE>

43.  This Deed of Trust may be executed in counterparts,  each of which shall be
     deemed  an  original;  and such  counterparts  when  taken  together  shall
     constitute but one agreement.

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


                                       ACI FINANCING, L.L.C.,
                                       a Missouri limited liability company

                                       By: MAXUS REALTY TRUST, INC.,
                                           a Missouri corporation,
                                           its sole member


                                           By /s/ Daniel W. Pishny


                                       29
<PAGE>

STATE OF MISSOURI       )
                        ) ss
COUNTY OF CLAY          )


   On this, the 25th of July,  2000,  before me, the undersigned  Notary Public,
personally  appeared,  Dan Pishny,  President  of MAXUS  REALTY  TRUST,  INC., a
Missouri  corporation,  and sole  member of ACI  FINANCING  L.L.C.,  a  Missouri
limited liability company, who after first being placed upon his oath, did swear
that he executed the  foregoing  instrument,  and that he  acknowledged  that he
executed  the same as his free act and deed on  behalf  of the  corporation  and
limited liability company in his capacity as President of the Corporation.

   In witness whereof I hereunto set my hand and official seal.


                                    /s/ Catherine Whorton
                                    Notary Public Notary Seal
                                    State of Missouri
                                    Platte County

My Commission Expires: Oct. 5, 2002

<PAGE>

                                   EXHIBIT A

                                (TO BE ATTACHED)

<PAGE>
                                   EXHIBIT B
                                (TO BE ATTACHED)