Exhibit 10.28
                     BUSINESS LOAN AGREEMENT (ASSET BASED)


Borrower:   Danzer Industries, Inc.    Lender: Bank of America, N.A.
            17600 York Road                    c/o MD Commercial Loan Processing
            Hagerstown, MD 21740               NC1-014-13-02
                                               10 Light Street
                                               Baltimore, MD 21202-1435

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated August 15, 2001, Is made and
executed between Danzer Industries, Inc. ("Borrower") and Bank of America, NA.
("Lender") on the following terms and conditions. Borrower has received prior
commercial loans from Lender or has applied to Lender for a commercial loan or
loans or other financial accommodations,. including those which may be described
on any exhibit or schedule attached to this Agreement ("Loan"). Borrower
understands and agrees that: (A) In granting, renewing, or extending any Loan,
Lender Is relying upon Borrower's representations, warranties, and agreements as
set forth In this Agreement, and (B) all such Loans shall be and remain subject
to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of August 15, 2001, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid In full, including principal, interest, costs,
expenses, attorneys' fees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement.

LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time
from the date of this Agreement to the Expiration Date, provided the aggregate
amount of such Advances outstanding at any time does not exceed the Borrowing
Base. Within the foregoing limits, Borrower may borrow, partially or wholly
prepay, and reborrow under this Agreement as follows:

       Conditions Precedent to Each Advance. Lender's obligation to make any
       Advance to or for the account of Borrower under this Agreement is subject
       to the following conditions precedent, with all documents, instruments,
       opinions, reports, and other items required under this Agreement to be in
       form and substance satisfactory to Lender:

           (1) Lender shall have received evidence that this Agreement and all
           Related Documents have been duly authorized, executed, and delivered
           by Borrower to Lender.

           (2) Lender shall have received such opinions of counsel, supplemental
           opinions, and documents as Lender may request.

           (3) The security interests in the Collateral shall have been duly
           authorized, created, and perfected with first lien priority and shall
           be in full force and effect.

           (4) All guaranties required by Lender for the credit facility(ies)
           shall have been executed by each Guarantor, delivered to Lender, and
           be in full force and effect.

           (5) Lender, at Its option and for its sole benefit, shall have
           conducted an audit of Borrower's Accounts, Inventory, books, records,
           and operations, and Lender shall be satisfied as to their condition.

           (6) Borrower shall have paid to Lender all fees, costs, and expenses
           specified in this Agreement and the Related Documents as are then due
           and payable.

           (7) There shall not exist at the time of any Advance a condition
           which would constitute an Event of Default under this Agreement, and
           Borrower shall have delivered to Lender the compliance certificate
           called for In the paragraph below titled "Compliance Certificate."

       Making Loan Advances. Advances under this credit facility, as well as
       directions for payment from Borrower's accounts, may be requested orally
       or in writing by authorized persons. Lender may. but need not, require
       that all oral requests be confirmed In writing. Each Advance shall be
       conclusively deemed to have been made at the request of and for the
       benefit of Borrower (1) when credited to any deposit account of Borrower
       maintained with Lender or (2) when advanced in accordance with the
       instructions of an authorized person. Lender, at its option, may set a
       cutoff time, after which all requests for Advances will be treated as
       having been requested on the next succeeding Business Day.

       Mandatory Loan Repayments. if at any time the aggregate principal amount
       of the outstanding Advances shall exceed the applicable Borrowing Base,
       Borrower, immediately upon written or oral notice from Lender, shall pay
       to Lender an amount equal to the difference between the outstanding
       principal balance of the Advances and the Borrowing Base. On the
       Expiration Date, Borrower shall pay to Lender in full the aggregate
       unpaid principal amount of all Advances then outstanding and all accrued
       unpaid interest, together with all other applicable fees, costs and
       charges, if any, not yet paid.

       Loan Account. Lender shall maintain on its books a record of account In
       which Lender shall make entries for each Advance and such other debits
       and credits as shall be appropriate in connection with the credit
       facility. Lender shall provide Borrower with periodic statements of
       Borrower's account, which statements shall be considered to be correct
       and conclusively binding on Borrower unless Borrower notifies Lender to
       the contrary within thirty (30) days after Borrower's receipt of any such
       statement which Borrower deems to be Incorrect.

COLLATERAL. To secure payment of the Primary Credit Facility and performance of
all other Loan, obligations and duties owed by Borrower to Lender, Borrower (and
others, if required) shall grant to Lender Security interests in such property
and assets as Lender may require. Lender's Security interests In the Collateral
shall be continuing liens and shall include the proceeds and products of the
Collateral, including without limitation the proceeds of any Insurance. With
respect to the Collateral, Borrower agrees and represents and warrants to
Lender~

       Perfection of Security Interests. Borrower agrees to execute financing
       statements and all documents perfecting Lender's Security Interest and to
       take whatever other actions are requested by Lender to perfect and
       continue Lender's Security interests in the Collateral. Upon request of
       Lender, Borrower will deliver to Lender any and all of the documents
       evidencing or constituting the Collateral, and Borrower will note
       Lender's Interest upon any and all chattel paper and Instruments If not
       delivered to Lender for possession by Lender. Contemporaneous with the
       execution of this Agreement, Borrower will execute one or more UCC
       financing statements and any similar statements as may be required by
       applicable law, and Lender will file such financing statements and all
       such similar statements In the appropriate location or locations.
       Borrower hereby appoints Lender as Its Irrevocable attorney--In-4act for
       the purpose of executing any documents necessary to perfect or to
       continue any Security interest. Lender may at any time, and without
       further authorization from Borrower, file a carbon, photograph,
       facsimile, or other reproduction of any financing statement for use as a
       financing statement. Borrower will reimburse Lender for all expenses for
       the perfection, termination, and the continuation of the perfection of
       Lender's security Interest in the Collateral. Borrower promptly will
       notify Lender before any change In Borrower's name including any change
       to the assumed business names of Borrower. Borrower also promptly will
       notify Lender before any change In Borrower's Social Security Number or
       Employer identification Number. Borrower further agrees to notify Lender
       In writing prior to any change In address or location of Borrower's
       principal governance office or should Borrower merge or consolidate with
       any other entity.

       Collateral Records. Borrower does now, and at all times hereafter shall,
       keep correct and accurate records of the Collateral, all of which records
       shall be available to Lender or Lender's representative upon demand for
       Inspection and copying at any reasonable time. With respect to the
       Accounts, Borrower agrees to keep and maintain such records as Lender may
       require, Including without limitation Information concerning Eligible
       Accounts and Account balances and agings. Records related to Accounts
       (Receivables) are or will be located at 17500 York Road, Hagerstown,
       Maryland 21740. With respect to the Inventory, Borrower agrees to keep
       and maintain such records as Lender may require, Including without
       limitation Information concerning Eligible Inventory and records
       itemizing and describing the kind, type, quality, and quantity of
       inventory, Borrower's Inventory costs and selling prices, and the daily
       withdrawals and additions to Inventory. Records related to inventory are
       or will be located at 17500 York Road, Hagerstown, Maryland 21740. The
       above is an accurate and complete list of all locations at which Borrower
       keeps or maintains business records concerning Borrower's collateral.

       Collateral Schedules. Concurrently with the execution and delivery of
       this Agreement, Borrower shall execute and deliver to Lender schedules of
       Accounts and Inventory and schedules of Eligible Accounts and Eligible
       Inventory in form and substance satisfactory to the Lender. Thereafter
       supplemental schedules shall be delivered according to the following
       schedule: With respect to Eligible Accounts, schedules shall be delivered
       monthly, within 20 days of month end. With respect to Eligible Inventory,
       schedules shall be delivered monthly, within 20 days of month end.

       Representations and Warranties Concerning Accounts. With respect to the
       Accounts, Borrower represents and warrants to Lender: (1) Each Account
       represented by Borrower to be an Eligible Account for purposes of this
       Agreement conforms to the requirements of the definition of an Eligible
       Account; (2) All Account Information listed on schedules delivered to
       Lender will be true and correct, subject to immaterial variance; and (3)
       Lender, Its assigns, or agents shall have the right at any time and at
       Borrower's expense to Inspect, examine, and audit Borrower's records and
       to confirm with Account Debtors the accuracy of such Accounts.

       Representations and Warranties Concerning Inventory. With respect to the
       Inventory, Borrower represents and warrants to Lender: (1) All Inventory
       represented by Borrower to be Eligible inventory for purposes of this
       Agreement conforms to the requirements of the definition of Eligible
       Inventory (2) All Inventory values listed on schedules delivered to
       Lender will be true and correct, subject to immaterial variance; (3) The
       value of the Inventory will be determined on a consistent accounting
       basis; (4) Except as agreed to the contrary by Lender In writing, all
       Eligible Inventory Is now and at all times hereafter will be In
       Borrower's physical possession and shall not be held by others on
       consignment, sale on approval, or sale or return; (5) Except as reflected
       In the inventory schedules delivered to Lender, all Eligible inventory Is
       now and at all times hereafter will be of good and merchantable quality,
       free from defects; (6) Eligible inventory is not now and will not at any
       time hereafter be stored with a bailee, warehouseman, or similar party
       without Lender's prior written consent, and, In such event, Borrower will
       concurrently at the time of bailment cause any such bailee, warehouseman,
       or similar party to Issue and deliver to Lender, in form acceptable to
       Lender, warehouse receipts In Lender name evidencing the storage of
       Inventory and (7) Lender, its assigns, or agents shall have the right at
       any time and at Borrower's expense to inspect and examine the Inventory
       and to check and test the same as to quality, quantify, value, and
       condition.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the Initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and In the Related Documents.

     Loan Documents. Borrower shall provide to Lender the following documents
     for the Loan: (1) the Note; (2) Security Agreements granting to Lender
     security interests In the Collateral; (3) financing statements and all
     other documents perfecting Lender's Security interests; (4) evidence of
     insurance as required below; (5) guaranties; (6) together with all such
     Related Documents as Lender may require for the Loan; all in form and
     substance satisfactory to Lender and Lender's counsel.

     Borrower's Authorization. Borrower shall have provided in form and
     substance satisfactory to Lender properly certified resolutions, duly
     authorizing the execution and delivery of this Agreement, the Note and the
     Related Documents. in addition, Borrower shall have provided such other
     resolutions, authorizations, documents and Instruments as Lender or its
     counsel, may require.

     Fees and Expenses Under This Agreement. Borrower shall have paid to Lender
     all fees, costs, and expenses specified in this Agreement and the Related
     Documents as are then due and payable.

     Representations and Warranties. The representations and warranties set
     forth In this Agreement, In the Related Documents, and in any document or
     certificate delivered to Lender under this Agreement are true and correct.

     No Event of Default. There shall not exist at the time of any Advance a
     condition which would constitute an Event of Default under this Agreement
     or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

     Organization. Borrower Is a corporation for profit which is, and at all
     times shall be, duly organized, validly existing, and in good standing
     under and by virtue of the laws of Borrower's state of incorporation.
     Borrower is duly authorized to transact business In the State of Maryland
     and all other states in which Borrower is doing business, having obtained
     all necessary filings, governmental licenses and approvals for each state
     in which Borrower is doing business. Specifically, Borrower is, and at all
     limes shall be, duly qualified as a foreign corporation in all states In
     which the failure to so qualify would have a material adverse effect on Its
     business or financial condition. Borrower has the full power and authority
     to own its properties and to transact the business In which It is presently
     engaged or presently proposes to engage. Borrower maintains an office at
     17500 York Road, Hagerstown, MD 21740. Unless Borrower has designated
     otherwise in writing, the principal office is the office at which Borrower
     keeps its books and records Including Its records concerning the
     Collateral. Borrower will notify Lender prior to any change in the location
     of Borrower's state of organization or any change in Borrower's name.
     Borrower shall do all things necessary to preserve and to keep In full
     force and effect Its existence, rights and privileges, and shall comply
     with all regulations, rules, ordinances, statutes, orders and decrees of
     any governmental or quasi-governmental authority or court applicable to
     Borrower and Borrower's business activities.

     Assumed  Business  Names.  Borrower has filed or recorded all  documents or
     filings  required by law  relating to all  assumed  business  names used by
     Borrower.  Excluding the name of Borrower, the following is a complete list
     of all assumed business names under which Borrower does business: None.

     Authorization. Borrower's execution, delivery, and performance of this
     Agreement and all the Related Documents have been duly authorized by all
     necessary action by Borrower and do not conflict with, result In a
     violation of, or constitute a default under (1) any provision of Borrower's
     articles of Incorporation or organization, or bylaws, or any agreement or
     other Instrument binding upon Borrower or (2) any law, governmental
     regulation, court decree, or order applicable to Borrower or to Borrower's
     properties.

     Financial Information. Each of Borrower's financial statements supplied to
     Lender truly and completely disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change In
     Borrower's financial condition subsequent to the date of the most recent
     financial statement supplied to Lender. Borrower has no material contingent
     obligations except as disclosed In such financial statements.

     Legal Effect. This Agreement constitutes, and any Instrument or agreement
     Borrower Is required to give under this Agreement when delivered will
     constitute legal, valid, and binding obligations of Borrower enforceable
     against Borrower In accordance with their respective terms.

     Properties. Except as contemplated by this Agreement or as previously
     disclosed In Borrower's financial statements or In writing to Lender and as
     accepted by Lender, and except for property tax liens for taxes not
     presently due and payable, Borrower owns and has good title to all of
     Borrower's properties free and clear of all Security Interests, and has not
     executed any security documents or financing statements relating to such
     properties. All of Borrower's properties are titled In Borrower's legal
     name, and Borrower has not used, or filed a financing statement under, any
     other name for at least the last five (5) years.

     Hazardous Substances. Except as disclosed to and acknowledged by Lender In
     writing, Borrower represents and warrants that (1) During the period of
     Borrower's ownership of Borrower's Collateral, there has been no use,
     generation, manufacture, storage, treatment, disposal, release or
     threatened release of any Hazardous Substance by any person on, under,
     about or from any of the Collateral. (2) Borrower has no knowledge of, or
     reason to believe that there has been (a) any breach or violation of any
     Environmental Laws: (b) any use, generation, manufacture, storage,
     treatment, disposal, release or threatened release of any Hazardous
     Substance on, under, about or from the Collateral by any prior owners or
     occupants of any of the Collateral; or (c) any actual or threatened
     litigation or claims of any kind by any person relating to such matters.
     (3) Neither Borrower nor any tenant, contractor, agent or other authorized
     user of any of the Collateral shall use, generate, manufacture, store,
     treat, dispose of or release any Hazardous Substance on, under, about or
     from any of the Collateral; and any such activity shall be conducted In
     compliance with all applicable federal, state, and local laws, regulations,
     and ordinances, Including without limitation all Environmental Laws.
     Borrower authorizes Lender and Its agents to enter upon the Collateral to
     make such Inspections and tests as Lender may deem appropriate to determine
     compliance of the Collateral with this section of the Agreement. Any
     inspections or tests made by Lender shall be at Borrower's expense and for
     Lender's purposes only and shall not be construed to create any
     responsibility or liability on the part of Lender to Borrower or to any
     other person. The representations and warranties contained herein are based
     on Borrower's due diligence In Investigating the Collateral for hazardous
     waste and Hazardous Substances. Borrower hereby (1) releases and waives any
     future claims against Lender for Indemnity or contribution In the event
     Borrower becomes liable for cleanup or other costs under any such laws, and
     (2) agrees to Indemnify and hold harmless Lender against any and all
     claims, losses, liabilities, damages, penalties, and expenses which Lender
     may directly or indirectly sustain or suffer resulting from a breach of
     this section of the Agreement or as a consequence of any use, generation,
     manufacture, storage, disposal, release or threatened release of a
     hazardous waste or substance on the Collateral. The provisions of this
     section of the Agreement, including the obligation to Indemnity, shall
     survive the payment of the indebtedness and the termination, expiration or
     satisfaction of this Agreement and shall not be affected by Lender's
     acquisition of any Interest In any of the Collateral, whether by
     foreclosure or otherwise.

     Litigation and Claims. No litigation, claim, investigation, administrative
     proceeding or similar action (Including those for unpaid taxes) against
     Borrower is pending or threatened, and no other event has occurred which
     may materially adversely affect Borrower's financial condition or
     properties, other than litigation, claims, or other events, If any, that
     have been disclosed to and acknowledged by Lender In writing.

     Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns
     and reports that are or were required to be filed, have been filed, and all
     taxes, assessments and other governmental charges have been paid In full,
     except those presently being or to be contested by Borrower in good faith
     In the ordinary course of business and for which adequate reserves have
     been provided.

     Lien Priority. Unless otherwise previously disclosed to Lender In writing,
     Borrower has not entered Into or granted any Security Agreements, or
     permitted the filing or attachment of any Security Interests on or
     affecting any of the Collateral directly or indirectly securing repayment
     of Borrower's Loan and Note, that would be prior or that may in any way be
     superior to Lender's Security Interests and rights in and to such
     Collateral.

     Binding Effect. This Agreement, the Note, all Security Agreements (If any),
     and all Related Documents are binding upon the signers thereof, as well as
     upon their successors, representatives and assigns, and are legally
     enforceable in accordance with their respective terms.

AFFIRMATIVE  COVENANTS.  Borrower covenants and agrees with Lender that, so long
as this Agreement remains In effect, Borrower will:

     Notices of Claims and Litigation. Promptly inform Lender in writing of (1)
     all material adverse changes In Borrower's financial condition, and (2) all
     existing and all threatened litigation, claims, investigations,
     administrative proceedings or similar actions affecting Borrower or any
     Guarantor which could materially affect the financial condition of Borrower
     or the financial condition of any Guarantor.

     Financial Records. Maintain its books and records in accordance with GAAP,
     applied on a consistent basis, and permit Lender to examine and audit
     Borrower's books and records at all reasonable times.

     Financial Statements. Furnish Lender with the following:

         Annual Statements. As soon as available, but In no event later than
         ninety (90) days after the end of each fiscal year, Borrower's balance
         sheet and Income statement for the year ended, audited by a certified
         public accountant satisfactory to Lender.

         Additional Requirements.  Basis of Financial Statements. The financial
         statements   required  by  this  Agreement  shall  be  prepared  on  a
         consolidated basis.

         Internally prepared accounts receivable aging reports of Borrower for
         each month of each fiscal year of Borrower, within 20 days after the
         close of each such period in form and content acceptable to Lender.

         Eligible inventory schedules of Borrower for each month of each fiscal
         year of Borrower, within 20 days after the close of each such period In
         form and content acceptable to Lender.

     All financial reports required to be provided under this Agreement shall be
     prepared in accordance with GAAP, applied on a consistent basis, and
     certified by Borrower as being true and correct.

     Additional information. Furnish such additional Information and statements,
as Lender may request from time to time.

     Financial  Covenants and Ratios.  Comply with the  following  covenants and
     ratios:

          Working Capital Requirements.

          Minimum Income and Cash Flow Requirements.  Maintain not less than the
          following  Minimum Net Income level: N/A. Other Cash Flow requirements
          are as follows: N/A.

          Tangible Net Worth  Requirements.  Other Net Worth requirements are as
          follows: N/A.

          Operating Ratio Requirements. Borrower shall comply with the following
          operating ratio requirements:

          Expense Ratio  Requirements.  Borrower shall comply with the following
          expense ratio requirements:

     Other Requirements. Debt to Worth Ratio. Maintain on a consolidated basis a
     ratio of Total Liabilities (excluding the non-current portion of
     Subordinated Liabilities) to Tangible Net Worth not exceeding 3.25:1.0.
     "Total Liabilities" means the sum of current liabilities plus long term
     liabilities. "Tangible Net Worth" means the value of Borrower's total
     assets (Including leaseholds and leasehold improvements and reserves
     against assets but excluding goodwill, patents, trademarks, trade names,
     organization expense, unamortized debt discount and expense, capitalized or
     deferred research and development costs, deferred marketing expenses, and
     other like intangibles, and monies due from affiliates, officers,
     directors, employees, shareholders, members or managers of Borrower) less
     total liabilities, including but not limited to accrued and deferred income
     taxes, but excluding the non-current portion of Subordinated Liabilities.
     "Subordinated Liabilities" means liabilities subordinated to Borrower's
     obligations to Lender in a manner acceptable to Lender, In Its sole
     discretion.

     Debt Service Coverage Ratio. Maintain on a consolidated basis a Debt
     Service Coverage Ratio of at least 1.25:1.0. "Debt Service Coverage Ratio"
     means the ratio of Cash Flow to the sum of the current portion of long term
     debt and the current portion of capitalized lease obligations plus interest
     expense on all obligations. "Cash Flow" is defined as (a) net income, after
     income tax, (b) less income or plus loss from discontinued operations and
     extraordinary items, (c) plus depreciation, depletion, amortization and
     other non-cash charges, (d) plus interest expense on all obligations, and
     (e) minus dividends, withdrawals, and other distributions. This ratio will
     be calculated at the end of each reporting period for which Lender requires
     financial statements from Borrower, using the results of the twelve-month
     period ending with that reporting period. The current portion of long-term
     liabilities will be measured as of the date 12 months prior to the current
     financial statement.

     Except as provided above, all computations made to determine compliance
     with the requirements contained in this paragraph shall be made in
     accordance with generally accepted accounting principles, applied on a
     consistent basis, and certified by Borrower as being true and correct.

     Insurance. Maintain fire and other risk insurance, public liability
     insurance, and such other insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts, coverages and with
     insurance companies acceptable to Lender. Borrower, upon request of Lender,
     will deliver to Lender from time to time the policies or certificates of
     insurance in form satisfactory to Lender, including stipulations that
     coverages will not be cancelled or diminished without at least thirty (30)
     days prior written notice to Lender. Each insurance policy also shall
     include an endorsement providing that coverage in favor of Lender will not
     be impaired In any way by any act, omission or default of Borrower or any
     other person. In connection with all policies covering assets in which
     Lender holds or is offered a security interest for the Loans, Borrower will
     provide Lender with such lender's loss payable or other endorsements as
     Lender may require.

     Insurance Reports. Furnish to Lender, upon request of Lender, reports on
     each existing insurance policy showing such information as Lender may
     reasonably request, including without limitation the following: (1) the
     name of the insurer; (2) the risks insured; (3) the amount of the policy;
     (4) the properties insured; (5) the then current property values on the
     basis of which insurance has been obtained, and the manner of determining
     those values; and (6) the expiration date of the policy. In addition, upon
     request of Lender (however not more often than annually), Borrower will
     have an independent appraiser satisfactory to Lender determine, as
     applicable, the actual cash value or replacement cost of any Collateral.
     The cost of such appraisal shall be paid by Borrower.

     Guaranties. Prior to disbursement of any Loan proceeds, furnish executed
     guaranties of the Loans in favor of Lender, executed by the guarantor named
     below, on Lender's forms, and in the amount and under the conditions set
     forth in those guaranties.

         Name of Guarantor                                              Amount

         Danzer Corporation                                           Unlimited

     Other Agreements. Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements.

     Loan  Proceeds.  Use all  Loan  proceeds  solely  for  Borrower's  business
     operations,  unless  specifically  consented  to the  contrary by Lender in
     writing.

     Taxes, Charges and Liens. Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all assessments,
     taxes, governmental charges, levies and liens, of every kind and nature,
     imposed upon Borrower or its properties, income, or profits, prior to the
     date on which penalties would attach, and all lawful claims that, if
     unpaid, might become a lien or charge upon any of Borrower's properties,
     income, or profits.

     Performance. Perform and comply, in a timely manner, with all terms,
     conditions, and provisions set forth in this Agreement, in the Related
     Documents, and in all other instruments and agreements between Borrower and
     Lender. Borrower shall notify Lender immediately in writing of any default
     in connection with any agreement.

     Operations. Maintain executive and management personnel with substantially
     the same qualifications and experience as the present executive and
     management personnel; provide written notice to Lender of any change in
     executive and management personnel; conduct its business affairs in a
     reasonable and prudent manner.

     Environmental Studies. Promptly conduct and complete, at Borrower's
     expense, all such investigations, studies, samplings and testings as may be
     requested by Lender or any governmental authority relative to any
     substance, or any waste or by-product of any substance defined as toxic or
     a hazardous substance under applicable federal, state, or local law, rule,
     regulation, order or directive, at or affecting any property or any
     facility owned, leased or used by Borrower.

     Compliance with Governmental Requirements. Comply with all laws,
     ordinances, and regulations, now or hereafter in effect, of all
     governmental authorities applicable to the conduct of Borrower's
     properties, businesses and operations, and to the use or occupancy of the
     Collateral, including without limitation, the Americans With Disabilities
     Act. Borrower may contest in good faith any such law, ordinance, or
     regulation and withhold compliance during any proceeding, including
     appropriate appeals, so long as Borrower has notified Lender in writing
     prior to doing so and so long as, in Lender's sole opinion, Lender's
     interests in the Collateral are not jeopardized. Lender may require
     Borrower to post adequate security or a surety bond, satisfactory to
     Lender, to protect Lender's interest.

     Inspection. Permit employees or agents of Lender at any reasonable time to
     inspect any and all Collateral for the Loan or Loans and Borrower's other
     properties and to examine or audit Borrower's books, accounts, and records
     and to make copies and memoranda of Borrower's books, accounts, and
     records. If Borrower now or at any time hereafter maintains any records
     (including without limitation computer generated records and computer
     software programs for the generation of such records) in the possession of
     a third party, Borrower, upon request of Lender, shall notify such party to
     permit Lender free access to such records at all reasonable times and to
     provide Lender with copies of any records it may request, all at Borrower's
     expense.

     Compliance Certificates. Unless waived in writing by Lender, provide Lender
     at least annually, with a certificate executed by Borrower's chief
     financial officer, or other officer or person acceptable to Lender,
     certifying that the representations and warranties set forth in this
     Agreement are true and correct as of the date of the certificate and
     further certifying that, as of the date of the certificate, no Event of
     Default exists under this Agreement.

     Environmental Compliance and Reports. Borrower shall comply in all respects
     with any and all Environmental Laws; not cause or permit to exist, as a
     result of an intentional or unintentional action or omission on Borrower's
     part or on the part of any third party, on property owned and/or occupied
     by Borrower, any environmental activity where damage may result to the
     environment, unless such environmental activity is pursuant to and in
     compliance with the conditions of a permit issued by the appropriate
     federal, state or local governmental authorities; shall furnish to Lender
     promptly and in any event within thirty (30) days after receipt thereof a
     copy of any notice, summons, lien, citation, directive, letter or other
     communication from any governmental agency or instrumentality concerning
     any intentional or unintentional action or omission on Borrower's part in
     connection with any environmental activity whether or not there is damage
     to the environment and/or other natural resources.

     Additional Assurances. Make, execute and deliver to Lender such promissory
     notes, mortgages, deeds of trust, security agreements, assignments,
     financing statements, instruments, documents and other agreements as Lender
     or its attorneys may reasonably request to evidence and secure the Loans
     and to perfect all Security Interests.

LENDER'S EXPENDITURES, If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a
part of the indebtedness and, at Lender's option, will (A) be payable on demand;
or (B) be added to the balance of the Note and be apportioned among and be
payable with any installment payments to become due during either (1) the term
of any applicable insurance policy; or (2) the remaining term of the Note.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     Indebtedness and Liens. (1) Except for trade debt incurred in the normal
     course of business and indebtedness to Lender contemplated by this
     Agreement, create, incur or assume indebtedness for borrowed money,
     including capital leases, (2) sell, transfer, mortgage, assign, pledge,
     lease, grant a security interest in, or encumber any of Borrower's assets
     (except as allowed as Permitted Liens), or (3) sell with recourse any of
     Borrower's accounts, except to Lender.

     Continuity of Operations. (1) Engage in any business activities
     substantially different than those in which Borrower is presently engaged,
     (2) cease operations, liquidate, merge, transfer, acquire or consolidate
     with any other entity, change its name, dissolve or transfer or sell
     Collateral out of the ordinary course of business, or (3) pay any dividends
     on Borrower's stock (other than dividends payable in its stock), provided,
     however that notwithstanding the foregoing, but only so long as no Event of
     Default has occurred and is continuing or would result from the payment of
     dividends, if Borrower is a "Subchapter S Corporation" (as defined in the
     Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends
     on its stock to its shareholders from time to time in amounts necessary to
     enable the shareholders to pay income taxes and make estimated income tax
     payments to satisfy their liabilities under federal and state law which
     arise solely from their status as Shareholders of a Subchapter S
     Corporation because of their ownership of shares of Borrower's stock, or
     purchase or retire any of Borrower's outstanding shares or alter or amend
     Borrower's capital structure.

     Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or
     assets, (2) purchase, create or acquire any interest in any other
     enterprise or entity, or (3) incur any obligation as surety or guarantor
     other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds If:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender~ (B) Borrower or any Guarantor dies, becomes
incompetent or becomes Insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, In the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open In the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:

     Payment  Default.  Borrower  fails to make any  payment  when due under the
     Loan.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation, covenant or condition contained in this Agreement or in any of
     the Related Documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower.

     Default In Favor of Third Parties. Borrower or any Grantor defaults under
     any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's or any Grantor's property or
     Borrower's or any Grantor's ability to repay the Loans or perform their
     respective obligations under this Agreement or any of the Related
     Documents.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by Borrower or on Borrower's behalf under this
     Agreement or the Related Documents is false or misleading in any material
     respect, either now or at the time made or furnished or becomes false or
     misleading at any time thereafter.

     Insolvency. The dissolution or termination of Borrower's existence as a
     going business, or a trustee or receiver is appointed for Borrower or for
     all or a substantial portion of the assets of Borrower, or Borrower makes a
     general assignment for the benefit of Borrower's creditors, or Borrower
     files for bankruptcy, or an involuntary bankruptcy petition is filed
     against Borrower and such involuntary petition remains undismissed for
     sixty (60) days.

     Defective Collateralization. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including failure of any collateral
     document to create a valid and perfected security interest or lien) at any
     time and for any reason.

     Creditor or Forfeiture Proceedings. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the Loan. This includes
     a garnishment of any of Borrower's accounts, including deposit accounts,
     with Lender. However, this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or reasonableness of the
     claim which is the basis of the creditor or forfeiture proceeding and if
     Borrower gives Lender written notice of the creditor or forfeiture
     proceeding and deposits with Lender monies or a surety bond for the
     creditor or forfeiture proceeding, in an amount determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any Guarantor of any of the indebtedness or any Guarantor dies or
     becomes incompetent, or revokes or disputes the validity of, or liability
     under, any Guaranty of the indebtedness.

     Change in Ownership.  Any change in ownership of twenty-five  percent (25%)
     or more of the common stock of Borrower.

     Subsidiaries and Affiliates of Borrower. To the extent the context of any
     provisions of this Agreement makes it appropriate, including without
     limitation any representation, warranty or covenant, the word "Borrower" as
     used in this Agreement shall include all of Borrower's subsidiaries and
     affiliates. Notwithstanding the foregoing however, under no circumstances
     shall this Agreement be construed to require Lender to make any Loan or
     other financial accommodation to any of Borrower's subsidiaries or
     affiliates.

     Successors and Assigns. All covenants and agreements contained by or on
     behalf of Borrower shall bind Borrower's successors and assigns and shall
     inure to the benefit of Lender and its successors and assigns. Borrower
     shall not, however, have the right to assign Borrower's rights under this
     Agreement or any interest therein, without the prior written consent of
     Lender.

     Survival of Representations and Warranties. Borrower understands and agrees
     that in extending Loan Advances, Lender is relying on all representations,
     warranties, and covenants made by Borrower in this Agreement or in any
     certificate or other instrument delivered by Borrower to Lender under this
     Agreement or the Related Documents. Borrower further agrees that regardless
     of any investigation made by Lender, all such representations, warranties
     and covenants will survive the extension of Loan Advances and delivery to
     Lender of the Related Documents, shall be continuing in nature, shall be
     deemed made and redated by Borrower at the time each Loan Advance is made,
     and shall remain in full force and effect until such time as Borrower's
     indebtedness shall be paid in full, or until this Agreement shall be
     terminated in the manner provided above, whichever is the last to occur.

     Time is of the Essence.  Time is of the essence in the  performance of this
     Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

     Account. The word "Account" means a trade account, account receivable,
     other receivable, or other right to payment for goods sold or services
     rendered owing to Borrower (or to a third party grantor acceptable to
     Lender).

     Advance. The word "Advance" means a disbursement of Loan funds made, or to
     be made, to Borrower or on Borrower's behalf under the terms and conditions
     of this Agreement.

     Agreement. The word "Agreement" means this Business Loan Agreement (Asset
     Based), as this Business Loan Agreement (Asset Based) may be amended or
     modified from time to time, together with all exhibits and schedules
     attached to this Business Loan Agreement (Asset Based) from time to time.

     Borrower. The word "Borrower" means Danzer Industries,  Inc., and all other
     persons and entities signing the Note in whatever capacity.

     Borrowing Base. The words "Borrowing Base" mean, as determined by Lender
     from time to time, the lesser of (1) $1,000,000.00 or (2) the sum of (a)
     80.000% of the aggregate amount of Eligible Accounts (not to exceed in
     corresponding Loan amount based on Eligible Accounts $1,000,000.00), plus
     (b) 50.000% of the aggregate amount of Eligible Inventory (not to exceed in
     corresponding Loan amount based on Eligible inventory $1,000,000.00).

     Business Day. The words "Business Day" mean a day on which commercial banks
     are open in the State of Maryland.

     Collateral. The word "Collateral" means all properly and assets granted as
     collateral security for a Loan, whether real or personal property, whether
     granted directly or indirectly, whether granted now or in the future, and
     whether granted in the form of a security interest, mortgage, collateral
     mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
     collateral chattel mortgage, chattel trust, factor's lien, equipment trust,
     conditional sale, trust receipt, lien, charge, lien or title retention
     contract, lease or consignment intended as a security device, or any other
     security or lien interest whatsoever, whether created by law, contract, or
     otherwise. The word Collateral also includes without limitation all
     collateral described in the Collateral section of this Agreement.

    Eligible Accounts. The words "Eligible Accounts" mean at any time, all of
    Borrower's Accounts which contain selling terms and conditions acceptable to
    Lender. The net amount of any Eligible Account against which Borrower may
    borrow shall exclude all returns, discounts, credits, and offsets of any
    nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts
    do not include:

     (1)  Accounts with respect to which the Account Debtor is employee or agent
          of Borrower.

     (2)  Accounts with respect to which the Account  Debtor is a subsidiary of,
          or  affiliated  with  Borrower  or  its  shareholders,   officers,  or
          directors.

     (3)  Accounts  with  respect  to which  goods are  placed  on  consignment,
          guaranteed  sale, or other terms by reason of which the payment by the
          Account Debtor may be conditional.

     (4)  Accounts with respect to which Borrower is or may become liable to the
          Account  Debtor for goods sold or  services  rendered  by the  Account
          Debtor to Borrower.

     (5)  Accounts which are subject to dispute, counterclaim, or setoff.

     (6)  Accounts  with  respect  to which the goods  have not been  shipped or
          delivered,  or the  services  have not been  rendered,  to the Account
          Debtor.

     (7)  Accounts with respect to which Lender,  in its sale discretion,  deems
          the  creditworthiness  or financial condition of the Account Debtor to
          be unsatisfactory.

     (8)  Accounts of any Account  Debtor who has filed or has had filed against
          it a petition in  bankruptcy  or an  application  for relief under any
          provision  of  any  state  or  federal  bankruptcy,   insolvency,   or
          debtor-in-relief acts; or who has had appointed a trustee,  custodian,
          or receiver for the assets of such Account Debtor;  or who has made an
          assignment  for the benefit of  creditors  or has become  insolvent or
          falls  generally  to pay its debts  (including  its  payrolls) as such
          debts become due.

     (9)  Accounts  which  have not been  paid in full  within  90 days from the
          invoice date.

     Eligible Inventory. The words "Eligible Inventory" mean at any time, all of
     Borrower's inventory as defined below except:

     (1)  Inventory  which  is not  owned  by  Borrower  free  and  clear of all
          security interests, liens, encumbrances, and claims of third parties.

     (2)  Inventory which Lender, in its sole discretion,  deems to be obsolete,
          unsalable, damaged, defective, or unfit for further processing.

     Environmental Laws. The words  "Environmental Laws" mean any and all state,
     federal and local  statutes,  regulations  and  ordinances  relating to the
     protection of human health or the environment, including without limitation
     the Comprehensive Environmental Response,  Compensation,  and Liability Act
     of 1980,  as amended,  42 U.S.C.  Section  9601,  et seq.  ("CERCLA"),  the
     Superfund  Amendments and  Reauthorization  Act of 1986, Pub. L. No. 99-499
     ("SARA"),  the Hazardous Materials  Transportation  Act, 49 U.S.C.  Section
     1801,  et seq.,  the  Resource  Conservation  and  Recovery  Act, 42 U.S.C.
     Section 6901, et seq., or other applicable state or federal laws, rules, or
     regulations adopted pursuant thereto.

     Event of Default. The words "Event of Default" mean any of the events of
     default set forth in this Agreement in the default section of this
     Agreement.

     Expiration Date. The words  "Expiration  Date" mean the date of termination
     of Lender's commitment to lend under this Agreement.

    GAAP. The word "GAAP" means generally accepted accounting principles.

    Grantor. The word "Grantor" means each and all of the persons or entities
    granting a Security Interest in any Collateral for the Loan, and their
    personal representatives, successors and assigns.

     Guarantor.   The  word  "Guarantor"   means  any  guarantor,   surety,   or
     accommodation party of any or all of the Loan.

     Guaranty.  The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Hazardous Substances. The words "Hazardous Substances" mean materials that,
     because of their quantity, concentration or physical, chemical or
     infectious characteristics, may cause or pose a present or potential hazard
     to human health or the environment when improperly used, treated, stored,
     disposed of, generated, manufactured, transported or otherwise handled. The
     words "Hazardous Substances" are used in their very broadest sense and
     include without limitation any and all hazardous or toxic substances,
     materials or waste as defined by or listed under the Environmental Laws.
     The term "Hazardous Substances" also includes, without limitation,
     petroleum and petroleum by-products or any fraction thereof and asbestos.

     Indebtedness. The word "Indebtedness" means the indebtedness evidenced by
     the Note or Related Documents, including all principal and interest
     together with all other indebtedness and costs and expenses for which
     Borrower or Grantor or any other borrower, guarantor, pledgor, obligor or
     accommodation party is responsible under this Agreement or under any of the
     Related Documents, including any swap, option or forward obligations.

     Inventory. The word "Inventory" means all of Borrower's raw materials, work
     in process, finished goods, merchandise, parts and supplies, of every kind
     and description, and goods held for sale or lease or furnished under
     contracts of service in which Borrower now has or hereafter acquires any
     right, whether held by Borrower or others, and all documents of title,
     warehouse receipts, bills of lading, and all other documents of every type
     covering all or any part of the foregoing. Inventory includes inventory
     temporarily out of Borrower's custody or possession and all returns on
     Accounts.

     Lender.  The word "Lender"  means Bank of America,  NA, its  successors and
     assigns.

     Loan. The word "Loan" means any and all loans and financial accommodations
     from Lender to Borrower whether now or hereafter existing, and however
     evidenced, including without limitation those loans and financial
     accommodations described herein or described on any exhibit or schedule
     attached to this Agreement from time to time.

     Note. The word "Note" means (i) the Note executed by Borrower in the
     principal amount of $1,000,000.00 dated August 15. 2001. (ii) any other
     promissory note, credit agreement or letter of credit agreement now or
     hereafter executed by Borrower in favor of Lender with respect to the
     Indebtedness, including without limitation those promissory notes, credit
     agreements and letter of credit agreements described on any schedule or
     exhibit attached to this Agreement from time to time, and (iii) any
     renewals of, extensions of, modifications of, refinancings of,
     consolidations of, and substitutions for any of the foregoing.

     Permitted Liens. The words "Permitted Liens" mean (1) liens and security
     interests securing Indebtedness owed by Borrower to Lender; (2) liens for
     taxes, assessments, or similar charges either not yet due or being
     contested in good faith; (3) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and securing obligations which are not yet delinquent; (4) purchase money
     liens or purchase money security interests upon or in any property acquired
     or held by Borrower in the ordinary course of business to secure
     Indebtedness outstanding on the date of this Agreement or permitted to be
     incurred under the paragraph of this Agreement titled "Indebtedness and
     Liens"; (5) Liens and security interests which, as of the date of this
     Agreement, have been disclosed to and approved by the Lender in writing;
     and (6) those liens and security interests which in the aggregate
     constitute an immaterial and insignificant monetary amount with respect to
     the net value of Borrower's assets.

     Primary  Credit  Facility.  The words  "Primary  Credit  Facility" mean the
     credit facility described in the Line of Credit section of this Agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Loan.

     Security Agreement. The words "Security Agreement" mean and include without
     limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     Security Interest. The words "Security Interest" mean, without limitation,
     any and all types of collateral security, present and future, whether in
     the form of a lien, charge, encumbrance, mortgage, deed of trust, security
     deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel
     mortgage, chattel trust, factor's lien, equipment trust, conditional sale,
     trust receipt, lien or title retention contract, lease or consignment
     Intended as a security device, or any other security or lien interest
     whatsoever whether created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. This BUSINESS LOAN
AGREEMENT (ASSET BASED) IS DATED AUGUST 16,2001. THIS AGREEMENT IS GIVEN UNDER
SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

BORROWER:

DANZER INDUSTRIES, INC.

By:                               (Seal)     By:                         (Seal)
   -------------------------------              ------------------------------
    Of Danzer Industries, Inc.                    of Danzer Industries, Inc.


<PAGE>


LENDER:


BANK OF AMERICA, NA.


By:                                                    (Seal)
   ----------------------------------------------------
     Authorized Signer


<PAGE>



                          COMMERCIAL SECURITY AGREEMENT


Grantor: Danzer Industries, Inc.      Lender:  Bank of America, NA.
         17500 York Road                       c/o MD Commercial Loan Processing
         Hagerstown, MD 21740                  NC1-014-13-02
                                               10 Light Street
                                               Baltimore, MD 21202-1435


THIS COMMERCIAL  SECURITY  AGREEMENT dated August 15, 2001, is made and executed
between Danzer Industries, Inc. ("Grantor") and Bank of America, NA. ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the indebtedness and agrees that
Lender shall have the rights stated in this Agreement with respect to the
Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means
the following described property, whether now owned or hereafter acquired,
whether now existing or hereafter arising, and wherever located, in which
Grantor is giving to Lender a security interest for the payment of the
indebtedness and performance of all other obligations under the Note and this
Agreement:

         All Inventory and Accounts

In addition, the word "Collateral" also includes all the following, whether now
owned or hereafter acquired, whether now existing or hereafter arising, and
wherever located:

         (A) All accessions, attachments, accessories, tools, parts, supplies,
         replacements and additions to any of the collateral described herein,
         whether added now or later.

         (B) All products and produce of any of the property  described in this
         Collateral section.

         (C) All accounts, general intangibles, instruments, rents, monies,
         payments, and all other rights, arising out of a sale, lease, or other
         disposition of any of the property described in this Collateral
         section.

         (D) All proceeds (including insurance proceeds) from the sale,
         destruction, loss, or other disposition of any of the property
         described in this Collateral section, and sums due from a third party
         who has damaged or destroyed the Collateral or from that party's
         insurer, whether due to judgment, settlement or other process.

         (E) All records and data relating to any of the property described in
         this Collateral section, whether in the form of a writing, photograph,
         microfilm, microfiche, or electronic media, together with all of
         Grantor's right, title, and interest in and to all computer software
         required to utilize, create, maintain, and process any such records or
         data on electronic media.

Despite any other provision of this Agreement, Lender is not granted, and will
not have, a nonpurchase money security interest in household goods, to the
extent such a security interest would be prohibited by applicable law. In
addition, if because of the type of any Property, Lender is required to give a
notice of the right to cancel under Truth In Lending for the Indebtedness, then
Lender will not have a security interest in such Collateral unless and until
such a notice is given.

CROSS--COLLATERALIZATION. In addition to the Note, this Agreement secures the
following described additional indebtedness: All obligations, debts and
liabilities, including any swap, option or forward obligations, plus interest
thereon, of Borrower to Lender, or any one or more of them, as well as all
claims by Lender against Borrower or any other party to this Agreement or any
one or more of them, whether now existing or hereafter arising, whether related
or unrelated to the purpose of the Note, whether voluntary or otherwise, whether
due or not due, direct or indirect, absolute or contingent, liquidated or
unliquidated and whether Borrower or any other party to this Agreement may be
liable individually or jointly with others, whether obligated as guarantor,
surety, accommodation party or otherwise, and whether recovery upon such amounts
may be or hereafter may become barred by any statute of limitations, and whether
the obligation to repay such amounts may be or hereafter may become otherwise
unenforceable.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Grantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Grantor holds
jointly with someone else and all accounts Grantor may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

GRANTOR'S  REPRESENTATIONS  AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With
respect to the Collateral, Grantor represents and promises to Lender that:

     Perfection of Security Interest. Grantor agrees to execute financing
     statements and to take whatever other actions are requested by Lender to
     perfect and continue Lender's security Interest in the Collateral. Upon
     request of Lender, Grantor will deliver to Lender any and all of the
     documents evidencing or constituting the Collateral, and Grantor will note
     Lender's Interest upon any and all chattel paper If not delivered to Lender
     for possession by Lender. This Is a continuing Security Agreement and will
     continue In effect even though all or any part of the indebtedness Is paid
     In full and even though for a period of time Granter may not be indebted to
     Lender.

     Notices to Lender. Grantor will promptly notify Lender in writing at
     Lender's address shown above (or such other addresses as Lender may
     designate from time to time) prior to any (1) change in Grantor's name; (2)
     change In Grantor's assumed business name(s); (3) change In the management
     of the Corporation Grantor; (4) change In the authorized signer(s); (5)
     change In Grantor's principal office address; (6) change In Grantor's state
     of organization; (7) conversIon of Grantor to a new or different type of
     business entity or (8) change In any other aspect of Grantor that directly
     or Indirectly relates to any agreements between Grantor and Lender. No
     change in Grantor's name or state of organization will take effect until
     after Lender has received notice

     No Violation. The execution and delivery of this Agreement will not violate
     any law or agreement governing Grantor or to which Grantor Is a party, and
     Its certificate or articles of Incorporation and bylaws do not prohibit any
     term or condition of this Agreement.

     Enforceability of Collateral. To the extent the Collateral consists of
     accounts, chattel paper, or general intangibles, as defined by the Uniform
     Commercial Code, the Collateral is enforceable In accordance with its
     terms, is genuine, and fully complies with all applicable laws and
     regulations concerning form, content and manner of preparation and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to be on the Collateral. At the time any Account becomes subject to a
     security interest in favor of Lender, the Account shall be a good and valid
     account representing an undisputed, bona fide indebtedness incurred by the
     account debtor, for merchandise held subject to delivery instructions or
     previously shipped or delivered pursuant to a contract of sale, or for
     services previously performed by Grantor with or for the account debtor. So
     long as this Agreement remains in effect, Grantor shall not, without
     Lender's prior written consent, compromise, settle, adjust, or extend
     payment under or with regard to any such Accounts. There shall be no
     setoffs or counterclaims against any of the Collateral, and no agreement
     shall have been made under which any deductions or discounts may be claimed
     concerning the Collateral except those disclosed to Lender in writing.

     Location of the Collateral. Except in the ordinary course of Grantor's
     business, Grantor agrees to keep the Collateral (or to the extent the
     Collateral consists of intangible property such as accounts or general
     intangibles, the records concerning the Collateral) at Grantor's address
     shown above or at such other locations as are acceptable to Lender. Upon
     Lender's request, Grantor will deliver to Lender in form satisfactory to
     Lender a schedule of real properties and Collateral locations relating to
     Grantor's operations, including without limitation the following: (1) all
     real property Grantor owns or is purchasing; (2) all real property Grantor
     is renting or leasing; (3) all storage facilities Grantor owns, rents,
     leases, or uses; and (4) all other properties where Collateral is or may be
     located.

     Removal of the Collateral. Except in the ordinary course of Grantor's
     business, including the sales of inventory, Grantor shall not remove the
     Collateral from its existing location without Lender's prior written
     consent. To the extent that the Collateral consists of vehicles, or other
     titled property, Grantor shall not take or permit any action which would
     require application for certificates of title for the vehicles outside the
     State of Maryland, without Lender's prior written consent. Grantor shall,
     whenever requested, advise Lender of the exact location of the Collateral.

     Transactions Involving Collateral. Except for inventory sold or accounts
     collected in the ordinary course of Grantor's business, or as otherwise
     provided for in this Agreement, Grantor shall not sell, offer to sell, or
     otherwise transfer or dispose of the Collateral. While Grantor Is not in
     default under this Agreement, Grantor may soil inventory, but only in the
     ordinary course of its business and only to buyers who qualify as a buyer
     in the ordinary course of business. A sale in the ordinary course of
     Grantor's business does not include a transfer in partial or total
     satisfaction of a debt or any bulk sale. Grantor shall not pledge,
     mortgage, encumber or otherwise permit the Collateral to be subject to any
     lien, security interest, encumbrance, or charge, other than the security
     interest provided for in this Agreement, without the prior written consent
     of Lender. This includes security interests even if junior in right to the
     security interests granted under this Agreement. Unless waived by Lender,
     all proceeds from any disposition of the Collateral (for whatever reason)
     shall be held in trust for Lender and shall not be commingled with any
     other funds; provided however, this requirement shall not constitute
     consent by Lender to any sale or other disposition. Upon receipt, Grantor
     shall immediately deliver any such proceeds to Lender.

     Title. Grantor represents and warrants to Lender that Grantor holds good
     and marketable title to the Collateral, free and clear of all liens and
     encumbrances except for the lien of this Agreement. No financing statement
     covering any of the Collateral is on file in any public office other than
     those which reflect the security interest created by this Agreement or to
     which Lender has specifically consented. Grantor shall defend Lender's
     rights in the Collateral against the claims and demands of all other
     persons.

     Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause
     others to keep and maintain, the Collateral in good order, repair and
     condition at all times while this Agreement remains in effect. Grantor
     further agrees to pay when due all claims for work done on, or services
     rendered or material furnished in connection with the Collateral so that no
     lien or encumbrance may ever attach to or be filed against the Collateral.

     Inspection of Collateral. Lender and Lender's designated representatives
     and agents shall have the right at all reasonable times to examine and
     inspect the Collateral wherever located.

     Taxes, Assessments and Liens. Grantor will pay when due all taxes,
     assessments and liens upon the Collateral, its use or operation, upon this
     Agreement, upon any promissory note or notes evidencing the indebtedness,
     or upon any of the other Related Documents. Grantor may withhold any such
     payment or may elect to contest any lien if Grantor is in good faith
     conducting an appropriate proceeding to contest the obligation to pay and
     so long as Lender's interest in the Collateral is not jeopardized in
     Lender's sole opinion. If the Collateral is subjected to a lien which is
     not discharged within fifteen (15) days, Grantor shall deposit with Lender
     cash, a sufficient corporate surety bond or other security satisfactory to
     Lender in an amount adequate to provide for the discharge of the lien plus
     any interest, costs, attorneys' fees or other charges that could accrue as
     a result of foreclosure or sale of the Collateral. In any contest Grantor
     shall defend itself and Lender and shall satisfy any final adverse judgment
     before enforcement against the Collateral. Grantor shall name Lender as an
     additional obligee under any surety bond furnished in the contest
     proceedings. Grantor further agrees to furnish Lender with evidence that
     such taxes, assessments, and governmental and other charges have been paid
     in full and in a timely manner. Grantor may withhold any such payment or
     may elect to contest any lien if Grantor is in good faith conducting an
     appropriate proceeding to contest the obligation to pay and so long as
     Lender's interest in the Collateral is not jeopardized.

     Compliance with Governmental Requirements. Grantor shall comply promptly
     with all laws, ordinances, rules and regulations of all governmental
     authorities, now or hereafter in effect, applicable to the ownership,
     production, disposition, or use of the Collateral. Grantor may contest in
     good faith any such law, ordinance or regulation and withhold compliance
     during any proceeding, including appropriate appeals, so long as Lender's
     interest in the Collateral, in Lender's opinion, is not jeopardized.

     Hazardous Substances. Grantor represents and warrants that the Collateral
     never has been, and never will be so long as this Agreement remains a lien
     on the Collateral, used in violation of any Environmental Laws or for the
     generation, manufacture, storage, transportation, treatment, disposal,
     release or threatened release of any Hazardous Substance. The
     representations and warranties contained herein are based on Grantor's due
     diligence in investigating the Collateral for Hazardous Substances. Grantor
     hereby (1) releases and waives any future claims against Lender for
     indemnity or contribution in the event Grantor becomes liable for cleanup
     or other costs under any Environmental Laws, and (2) agrees to indemnify
     and hold harmless Lender against any and at claims and losses resulting
     from a breach of this provision of this Agreement. This obligation to
     indemnify shall survive the payment of the indebtedness and the
     satisfaction of this Agreement.

     Maintenance of Casualty Insurance. Grantor shall procure and maintain all
     risks Insurance, including without limitation fire, theft and liability
     coverage together with such other insurance as Lender may require with
     respect to the Collateral, in form, amounts, coverages and basis acceptable
     to Lender and issued by a company or companies acceptable to Lender.
     Grantor, upon request of Lender, will deliver to Lender from time to time
     the policies or certificates of insurance in form satisfactory to Lender,
     including stipulations that coverages will not be cancelled or diminished
     without at least thirty (30) days' prior written notice to Lender and not
     including any disclaimer of the Insurer's liability for failure to give
     such a notice. Each insurance policy also shall include an endorsement
     providing that coverage in favor of Lender will not be impaired in any way
     by any act, omission or default of Grantor or any other person. In
     connection with all policies covering assets in which Lender holds or is
     offered a security interest, Grantor will provide Lender with such loss
     payable or other endorsements as Lender may require. If Grantor at any time
     falls to obtain or maintain any insurance as required under this Agreement,
     Lender may (but shall not be obligated to) obtain such insurance as Lender
     deems appropriate, including if Lender so chooses "single interest
     insurance," which will cover only Lender's interest in the Collateral.

     Application of Insurance Proceeds. Grantor shall promptly notify Lender of
     any loss or damage to the Collateral. Lender may make proof of loss if
     Grantor falls to do so within fifteen (15) days of the casualty. All
     proceeds of any insurance on the Collateral, including accrued proceeds
     thereon, shall be held by Lender as part of the Collateral. If Lender
     consents to repair or replacement of the damaged or destroyed Collateral,
     Lender shall, upon satisfactory proof of expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If Lender does not consent to repair or replacement of the Collateral,
     Lender shall retain a sufficient amount of the proceeds to pay all of the
     indebtedness, and shall pay the balance to Grantor. Any proceeds which have
     not been disbursed within six (6) months after their receipt and which
     Grantor has not committed to the repair or restoration of the Collateral
     shall be used to prepay the Indebtedness.

     Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender
     reports on each existing policy of insurance showing such information as
     Lender may reasonably request including the following: (1) the name of the
     lnsurer; (2) the risks insured; (3) the amount of the policy; (4) the
     property insured; (5) the then current value on the basis of which
     insurance has been obtained and the manner of determining that value; and
     (6) the expiration date of the policy. In addition, Grantor shall upon
     request by Lender (however not more often than annually) have an
     independent appraiser satisfactory to Lender determine, as applicable, the
     cash value or replacement cost of the Collateral.

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except
as otherwise provided below with respect to accounts, Grantor may have
possession of the tangible personal property and beneficial use of all the
Collateral and may use it in any lawful manner not inconsistent with this
Agreement or the Related Documents, provided that Grantor's right to possession
and beneficial use shall not apply to any Collateral where possession of the
Collateral by Lender is required by law to perfect Lender's security interest in
such Collateral. Until otherwise notified by Lender, Grantor may collect any of
the Collateral consisting of accounts. At any time and even though no Event of
Default exists, Lender may exercise its rights to collect the accounts and to
notify account debtors to make payments directly to Lender for application to
the indebtedness. If Lender at any time has possession of any Collateral,
whether before or after an Event of Default, Lender shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lender's sole discretion, shall deem appropriate under the circumstances, but
failure to honor any request by Grantor shall not of itself be deemed to be a
failure to exercise reasonable care. Lender shall not be required to take any
steps necessary to preserve any rights in the Collateral against prior parties,
nor to protect, preserve or maintain any security Interest given to secure the
Indebtedness.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor falls to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Agreement or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security Interests, encumbrances and
other claims, at any time levied or placed on the Collateral and paying all
costs for insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the indebtedness and, at Lender's option, will (A) be payable on demand; or
(B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note. The
Agreement also will secure payment of these amounts. Such right shall be in
addition to all other rights and remedies to which Lender may be entitled upon
Default.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:

     Payment  Default.  Grantor  falls to make any  payment  when due  under the
     indebtedness.

     Other Defaults. Grantor falls to comply with or to perform any other term,
     obligation, covenant or condition contained in this Agreement or in any of
     the Related Documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Grantor.

     Default In Favor of Third Parties. Should Grantor or any Grantor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Grantor's property or Grantor's or any
     Grantor's ability to repay the indebtedness or perform their respective
     obligations under this Agreement or any of the Related Documents.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by Grantor or on Grantor's behalf under this Agreement
     or the Related Documents is false or misleading in any material respect,
     either now or at the time made or furnished or becomes false or misleading
     at any time thereafter.

     Defective Collateralization. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including failure of any collateral
     document to create a valid and perfected security interest or lien) at any
     time and for any reason.

     Insolvency. The dissolution or termination of Grantor's existence as a
     going business, the insolvency of Grantor, the appointment of a receiver
     for any part of Grantor's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     Creditor or Forfeiture Proceedings. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Grantor or by any
     governmental agency against any collateral securing the indebtedness. This
     includes a garnishment of any of Grantor's accounts, including deposit
     accounts, with Lender. However, this Event of Default shall not apply if
     there is a good faith dispute by Grantor as to the validity or
     reasonableness of the claim which is the basis of the creditor or
     forfeiture proceeding and if Grantor gives Lender written notice of the
     creditor or forfeiture proceeding and deposits with Lender monies or a
     surety bond for the creditor or forfeiture proceeding, In an amount
     determined by Lender, in its sole discretion, as being an adequate reserve
     or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to Guarantor of any of the indebtedness or Guarantor dies or becomes
     incompetent or revokes or disputes the validity of, or liability under, any
     Guaranty of the Indebtedness.

     Adverse  Change.  A material  adverse change occurs in Grantor's  financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired.

     Insecurity. Lender in good faith believes itself insecure.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Maryland Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

     Accelerate Indebtedness. Lender may declare the entire Indebtedness,
     including any prepayment penalty which Grantor would be required to pay,
     immediately due and payable, without notice of any kind to Grantor.

     Assemble Collateral. Lender may require Grantor to deliver to Lender all or
     any portion of the Collateral and any and all Certificates of title and
     other documents relating to the Collateral. Lender may require Grantor to
     assemble the Collateral and make it available to Lender at a place to be
     designated by Lender. Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral contains other goods not covered by this Agreement at the time
     of repossession, Grantor agrees Lender may take such other goods, provided
     that Lender makes reasonable efforts to return them to Grantor after
     repossession.

     Sell the Collateral. Lender shall have full power to sell, lease, transfer,
     or otherwise deal with the Collateral or proceeds thereof in Lender's own
     name or that of Grantor. Lender may sell the Collateral at public auction
     or private sale. Unless the Collateral threatens to decline speedily in
     value or is of a type customarily sold on a recognized market, Lender will
     give Grantor, and other persons as required by law, reasonable notice of
     the time and place of any public sale, or the time after which any private
     sale or any other disposition of the Collateral is to be made. However, no
     notice need be provided to any person who, after Event of Default occurs,
     enters into and authenticates an agreement waiving that person's right to
     notification of sale. The requirements of reasonable notice shall be met if
     such notice is given at least ten (10) days before the time of the sale or
     disposition. All expenses relating to the disposition of the Collateral,
     including without limitation the expenses of retaking, holding, insuring,
     preparing for sale and selling the Collateral, shall become a part of the
     Indebtedness secured by this Agreement and shall be payable on demand, with
     interest at the Note rate from date of expenditure until repaid.

     Appoint Receiver. Without notice to Grantor, Lender shall have the right to
     have a receiver appointed to take possession of all or any part of the
     Collateral, with the power to protect and preserve the Collateral, to
     operate the Collateral, and to collect the Rents from the Collateral and
     apply the proceeds, over and above the cost of the receivership, against
     the Indebtedness and Grantor hereby consents to the appointment of such a
     receiver. The receiver may serve without bond if permitted by law. Lender's
     right to the appointment of a receiver shall exist whether or not the
     apparent value of the Collateral exceeds the Indebtedness by a substantial
     amount and whether or not such receivership is incidental to a proposed
     sale of the Collateral or otherwise. Employment by Lender shall not
     disqualify a person from serving as a receiver.

     Collect Revenues, Apply Accounts. Lender, either itself or through a
     receiver, may collect the payments, rents, income, and revenues from the
     Collateral. Lender may at any time in Lender's discretion transfer any
     Collateral into Lender's own name or that of Lender's nominee and receive
     the payments, rents, income, and revenues therefrom and hold the same as
     security for the Indebtedness or apply it to payment of the Indebtedness in
     such order of preference as Lender may determine. Insofar as the Collateral
     consists of accounts, general intangibles, insurance policies, instruments,
     chattel paper, choses in action, or similar property, Lender may demand,
     collect, receipt for, settle, compromise, adjust, sue for, foreclose, or
     realize on the Collateral as Lender may determine, whether or not
     Indebtedness or Collateral is then due. For these purposes, Lender may, on
     behalf of and in the name of Grantor, receive, open and dispose of mail
     addressed to Grantor; change any address to which mail and payments are to
     be sent; and endorse notes, checks, drafts, money orders, documents of
     title, Instruments and items pertaining to payment, shipment, or storage of
     any Collateral. To facilitate collection, Lender may notify account debtors
     and obligors on any Collateral to make payments directly to Lender.

     Obtain Deficiency. If Lender chooses to sell any or all of the Collateral,
     Lender may obtain a judgment against Grantor for any deficiency remaining
     on the Indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this Agreement. Grantor shall
     be liable for a deficiency even if the transaction described In this
     subsection is a sale of accounts or chattel paper.

     Other Rights and Remedies. Lender shall have all the rights and remedies of
     a secured creditor under the provisions of the Uniform Commercial Code, as
     may be amended from time to time. In addition, Lender shall have and may
     exercise any or all other rights and remedies it may have available at law,
     in equity, or otherwise.

     Election of Remedies. Except as may be prohibited by applicable law, all of
     Lender's rights and remedies, whether evidenced by this Agreement, the
     Related Documents, or by any other writing, shall be cumulative and may be
     exercised singularly or concurrently. Election by Lender to pursue any
     remedy shall not exclude pursuit of any other remedy, and an election to
     make expenditures or to take action to perform an obligation of Grantor
     under this Agreement, after Grantor's failure to perform, shall not affect
     Lender's right to declare a default and exercise its remedies.

GRANTORS  PLACE(S) OF BUSINESS  AND  LOCATION(S)  COLLATERAL.  All of  Grantor's
place(s) of business and/or location(s) where collateral are or will be kept are
as follows: 17500 York Road, Hagerstown, Maryland 21740.

ADDITIONAL DEFAULTS.  Each of the following shall constitute an event of default
("Event of Default") under this Agreement:

Event of Default Under Related Documents. A default or event of default occurs
under the terms of any Related Document executed by Borrower or any guarantor,
pledgor, accommodation party or other obligor.

Revocation or Termination of Trust. If any Borrower, grantor, guarantor,
pledgor, accommodation party or other obligor on the indebtedness secured
hereunder or any of the related documents is a trust or the trustee(s) of a
trust, such trust is revoked or otherwise terminated or all or a substantial
part of such trust's assets are distributed or otherwise disposed of, or in the
case of a revocable trust, the grantor of such trust dies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     Amendments. This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     Attorneys' Fees; Expenses. Grantor agrees that if Lender hires an attorney
     to help enforce this Agreement, Grantor will pay, subject to any limits
     under applicable law, Lender's attorneys' fees and all of Lender's other
     collection expenses, whether or not there is a lawsuit and including
     without limitation additional legal expenses for bankruptcy proceedings.

     Caption  Headings.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement.

     Governing Law. This  Agreement will be governed by,  construed and enforced
     in accordance with federal law and the laws of the State of Maryland.  This
     Agreement has been accepted by Lender in the State of Maryland.

     Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of the City of
     Baltimore, State of Maryland.

     No Waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Agreement unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Agreement shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Agreement. No prior waiver by
     Lender, nor any course of dealing between Lender and Grantor, shall
     constitute a waiver of any of Lender's rights or of any of Grantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Agreement, the granting of such consent by Lender In
     any instance shall not constitute continuing Consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Notices. Any notice required to be given under this Agreement shall be
     given in writing, and shall be effective when actually delivered, if hand
     delivered, when actually received by telefacsmile (unless otherwise
     required by law), when deposited with a nationally recognized overnight
     courier, or, if mailed, when deposited in the United States mall, as first
     class, certified or registered and postage prepaid, directed to the
     addresses shown near the beginning of this Agreement. Any party may change
     its address for notices under this Agreement by giving formal written
     notice to the other parties, specifying that the purpose of the notice is
     to change the party's address. For notice purposes, Grantor agrees to keep
     Lender informed at all times of Grantor's current address. Unless otherwise
     provided or required by law, if there is more than one Grantor, any notice
     given by Lender to any Grantor is deemed to be notice given to all
     Grantors.

     Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable
     attorney-in-fact for the purpose of executing any documents necessary to
     perfect, amend, or to continue the security interest granted in this
     Agreement or to demand termination of filings of other secured parties.
     Lender may at any time, and without further authorization from Grantor,
     file a carbon, photographic or other reproduction of any financing
     statement or of this Agreement for use as a financing statement. Grantor
     will reimburse Lender for all expenses for the perfection and the
     continuation of the perfection of Lender's security interest in the
     Collateral.

     Severability. If a court of competent jurisdiction finds any provision of
     this Agreement to be illegal, invalid, or unenforceable as to any
     circumstance, that finding shall not make the offending provision illegal,
     invalid, or unenforceable as to any other circumstance, if feasible, the
     offending provision shall be considered modified so that it becomes legal,
     valid and enforceable. If the offending provision cannot be so modified, it
     shall be considered deleted from this Agreement. Unless otherwise required
     by law, the illegality, invalidity, or unenforceability of any provision of
     this Agreement shall not affect the legality, validity or enforceability of
     any other provision of this Agreement.

     Successors and Assigns. Subject to any limitations stated in this Agreement
     on transfer of Grantor's interest, this Agreement shall be binding upon and
     inure to the benefit of the parties, their heirs, personal representatives,
     successors and assigns. If ownership of the Collateral becomes vested in a
     person other than Grantor, Lender, without notice to Grantor, may deal with
     Grantor's successors with reference to this Agreement and the indebtedness
     by way of forbearance or extension without releasing Grantor from the
     obligations of this Agreement or liability under the indebtedness.

     Survival of Representations and Warranties. All representations,
     warranties, and agreements made by Grantor in this Agreement shall survive
     the execution and delivery of this Agreement, shall be continuing in
     nature, and shall remain in full force and effect until such time as
     Grantor's indebtedness shall be paid in full.

     Time is of the Essence.  Time is of the essence in the  performance of this
     Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

     Account. The word "Account" means a trade account, account receivable,
     other receivable, or other right to payment for goods sold or services
     rendered owing to Grantor (or to a third party grantor acceptable to
     Lender).

     Agreement. The word Agreement" means this Commercial Security Agreement, as
     this Commercial Security Agreement may be amended or modified from time to
     time, together with all exhibits and schedules attached to this Commercial
     Security Agreement from time to time.

     Borrower. The word "Borrower" means Danzer Industries,  Inc., and all other
     persons and entities signing the Note in whatever capacity.

     Collateral.  The word "Collateral"  means all of Grantor's right, title and
     interest  in and to all  the  Collateral  as  described  in the  Collateral
     Description section of this Agreement.

     Default.  The word "Default"  means the Default set forth in this Agreement
     in the section titled "Default".

     Environmental Laws. The words "Environmental Laws" mean any and all state,
     federal and local statutes, regulations and ordinances relating to the
     protection of human health or the environment, including without limitation
     the Comprehensive Environmental Response, Compensation, and Liability Act
     of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the
     Superfund Amendments and Reauthorization Act of 1986, Pub. L No. 99-499
     ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section
     1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
     Section 6901, et seq., or other applicable state or federal laws, rules, or
     regulations adopted pursuant thereto.

     Event of Default. The words "Event of Default" mean any of the events of
     default set forth in this Agreement in the default section of this
     Agreement.

     Grantor. The word "Grantor" means Danzer Industries, Inc..

     Guarantor.   The  word  "Guarantor"   means  any  guarantor,   surety,   or
     accommodation party of any or all of the indebtedness.

     Guaranty.  The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Hazardous Substances. The words "Hazardous Substances" mean materials that,
     because of their quantity, concentration or physical, chemical or
     infectious characteristics, may cause or pose a present or potential hazard
     to human health or the environment when improperly used, treated, stored,
     disposed of, generated, manufactured, transported or otherwise handled. The
     words "Hazardous Substances" are used in their very broadest sense and
     include without limitation any and all hazardous or toxic substances,
     materials or waste as defined by or listed under the Environmental Laws.
     The term "Hazardous Substances" also includes, without limitation,
     petroleum and petroleum by-products or any fraction thereof and asbestos.

     Indebtedness. The word "Indebtedness" means the Indebtedness evidenced by
     the Note or Related Documents, including all principal and interest
     together with all other Indebtedness and costs and expenses for which
     Borrower or Grantor or any other borrower, guarantor, pledgor, obligor or
     accommodation party is responsible under this Agreement or under any of the
     Related Documents, including any swap, option or forward obligations..

     Lender.  The word "Lender" means Bank of America,  N.A., its successors and
     assigns.

     Note. The word "Note" means (i) the Note executed by Borrower in the
     principal amount of $1,000,000.00 dated August 15. 2001, (ii) any other
     promissory note, credit agreement or letter of credit agreement now or
     hereafter executed by Borrower in favor of Lender with respect to the
     Indebtedness, including without limitation those promissory notes, credit
     agreements and letter of credit agreements described on any schedule or
     exhibit attached to this Agreement from time to time, and (iii) any
     renewals of, extensions of, modifications of, refinancings of,
     consolidations of, and substitutions for any of the foregoing.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AUGUST 15, 2001. THIS
AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.


GRANTOR:


DANZER INDUSTRIES, INC.

By:                             (Seal)      By:                          (Seal)
   -------------------------------            -------------------------------
   of Danzer Industries, Inc.                   of Danzer Industries, Inc.





<PAGE>


                                 PROMISSORY NOTE

                                                               Customer # _____

Date _________ [ ] New  [ ] Renewal Amount ________  Maturity Date ____________

Lender:                                        Borrower:

Bank of America, N.A.                            Danzer Industries, Inc.
Banking Center:                                  17500 York Road
                                                 Hagerstown, MD 21740
      Western Maryland Commercial
      1070 W. Patrick Street
      Frederick, MD 21703-3963

      County:   Frederick County, MD             County: Washington County, MD


        FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and
        jointly and severally, if more than one) promises to pay to the order of
        Lender, its successors and assigns, without setoff, at its offices
        indicated at the beginning of this Note, or at such other place as may
        be designated by Lender, the principal amount of One Million and No/100
        Dollars ($1,000,000.00), or so much thereof as may be advanced from time
        to time in immediately available funds, together with interest computed
        daily on the outstanding principal balance hereunder, at an annual
        interest rate (the "Rate"), and in accordance with the payment schedule,
        indicated below.

        (This Note contains some provisions preceded by boxes. If a box is
        marked, the provision applies to this transaction; if it is not marked,
        the provision does not apply to this transaction.

     1.   Rate.

          LIBOR  Daily  Floating  Rate.  The Rate per year shall be equal to the
          LIBOR  Daily  Floating  Rate,  plus 320  basis  points  (that  is,  an
          additional  3.2%),  per annum.  The "LIBOR Daily  Floating  Rate" is a
          fluctuating  rate of interest  (rounded  upwards,  if necessary to the
          nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor
          page) as the one month London  interbank  offered rate for deposits in
          United States Dollars at approximately  11:00 am. (London time) on the
          second  preceding  business  day,  as  adjusted  from  time to time in
          Lender's sole  discretion for  then-applicable  reserve  requirements,
          deposits  insurance  assessment  rates and other regulatory costs (the
          "Index").  If for any  reason  such  rate is not  available,  the term
          "LIBOR  Daily  Floating  Rate"  shall  mean  the  fluctuating  rate of
          interest  (rounded  upwards,  if necessary to the nearest  1/100 of %)
          appearing  on  Reuters  Screen  LIBO  Page  as the  one  month  London
          interbank  offered  rate for  deposits  in United  States  Dollars  at
          approximately  11:00  a.m.  (London  time)  on  the  second  preceding
          business  day,  as  adjusted  from  time  to  time  in  Lender's  sole
          discretion  for   then-applicable   reserve   requirements,   deposits
          insurance  assessment  rates and  other  regulatory  costs;  provided,
          however,  if more than one rate is  specified  on Reuters  Screen LIBO
          page,  then  applicable  rate shall be the arithmetic mean of all such
          rates.  Any  change in the rate  will take  effect on the date of such
          change in the Index as indicated on Telerate Page 3750.  Interest will
          accrue  on  any  non-banking  date  at  the  rate  in  effect  on  the
          immediately preceding banking day.

          Notwithstanding  any provision of this Note, Lender does not intend to
          charge  and  Borrower  shall  not be  required  to pay any  amount  of
          interest or other  charges in excess of the maximum  permitted  by the
          applicable law of the State of Maryland; if any higher rate ceiling is
          lawful,  then that higher rate  ceiling  shall  apply.  Any payment in
          excess of such  maximum  shall be  refunded  to  Borrower  or credited
          against principal, at the option of Lender.

     2.   Accrual Method.  Unless otherwise indicated,  Interest at the Rate set
          forth  above,  will be  calculated  by the 365/360 day method (a daily
          amount of interest is computed  for a  hypothetical  year of 360 days;
          that amount is  multiplied  by the actual number of days for which any
          principal is outstanding hereunder). If interest is not to be computed
          using this method, the method shall be: N/A. ---

     3.   Rate Change Date.  Any Rate based on a fluctuating  index or base rate
          will change,  unless otherwise provided,  each time and as of the date
          that the index or base rate  changes.  If the Rate is to change on any
          other date or at any other interval,  the change shall be: N/A. In the
          event any index is  discontinued,  Lender  shall  substitute  an index
          determined by Lender to be --- comparable, in its sole discretion.

     4.   Payment  Schedule.  All payments  received  hereunder shall be applied
          first to the payment of any expense or charges  payable  hereunder  or
          under any other loan documents  executed in connection with this Note,
          then  to  interest  due and  payable,  with  the  balance  applied  to
          principal,  or in such other order as Lender  shall  determine  at its
          option.

          Monthly Interest Plus Principal Payments.  Interest on the outstanding
          principal  balance  hereunder,  from and after the date of this  Note,
          shall be paid monthly, commencing on the ____day of _______,2002,  and
          continuing  on the day of each  successive  month  thereafter,  with a
          final  payment of all unpaid  interest at the stated  maturity of this
          Note.  Payments of principal,  in addition to the  aforesaid  interest
          payments,  shall be paid in consecutive  monthly  installments  in the
          amount of Five Thousand Five Hundred Fifty-Five Dollars and no/Dollars
          ($5,555.00)  each,  commencing on the ____ day of ____________,  2002,
          and continuing on the ______ day of each successive month  thereafter,
          with a final  payment of the entire  principal  balance and all unpaid
          interest at the stated maturity of this Note.

          Balloon  Payment at Stated  Maturity.  Unless sooner paid,  the entire
          outstanding  principal  balance  hereunder  and all  accrued  interest
          thereon,  and all other sums owing hereunder and under the hereinafter
          described Loan Documents shall be fully due and payable in the form of
          a BALLOON  payment  on the ____ day of  ________,  2006  (the  "stated
          maturity").

     5.   Revolving Feature. Not Applicable.

     6.   Automatic Payment.

          [ ] Borrower has elected to authorize Lender to effect payment of sums
          due under this Note by means of  debiting  Borrower's  account  number
          __________.  This  authorization  shall not affect the  obligation  of
          Borrower  to pay such  sums  when due,  without  notice,  if there are
          insufficient funds in such account to make such payment in full on the
          due date thereof, or if Lender fails to debit the account.

     7.   Waivers, Consents and Covenants.  Borrower, any indorser, or guarantor
          hereof  or any other  party  hereto  (individually  an  `Obligor'  and
          collectively  `Obligors") and each of them jointly and severally:  (a)
          waive presentment, demand, protest, notice of demand, notice of intent
          to accelerate,  notice of acceleration of maturity, notice of protest,
          notice  of  nonpayment,  notice  of  dishonor,  and any  other  notice
          required to be given under the law to any Obligor in  connection  with
          the delivery, acceptance,  performance, default or enforcement of this
          Note, any indorsement or guaranty of this Note, or any other documents
          executed in connection  with this Note or any other note or other loan
          documents now or hereafter  executed in connection with any obligation
          of Borrower to Lender,  including, but not necessarily limited to, the
          loan   documents   described  in   paragraph   17.  below  (the  "Loan
          Documents"); (b) consent to all delays, extensions,  renewals or other
          modifications  of this Note or the Loan  Documents,  or waivers of any
          term  hereof or of the Loan  Documents,  or  release or  discharge  by
          Lender of any of Obligors, or release, substitution or exchange of any
          security for the payment hereof,  or the failure to act on the part of
          Lender, or any indulgence shown by Lender without notice to or further
          assent from any of Obligors).  and agree that no such action,  failure
          to act or failure to exercise  any right or remedy by Lender  shall in
          any way  affect  or  impair  the  obligations  of any  Obligors  or be
          construed  as a waiver  by  Lender  of, or  otherwise  affect,  any of
          Lender's rights under this Note,  under any indorsement or guaranty of
          this Note or under any of the Loan Documents; and (c) agree to pay, on
          demand,  all costs and expenses of collection or de tense of this Note
          or of any  indorsement  or guaranty  hereof and/or the  enforcement or
          defense of  Lender's  rights with  respect to, or the  administration,
          supervision,  preservation,  protection of, or  realization  upon, any
          property  securing  payment  hereof,  including,  without  limitation,
          reasonable  attorney's  fees,  including  fees  related  to any  suit,
          mediation or arbitration  proceeding,  out of court payment agreement,
          trial,  appeal,  bankruptcy  proceedings or other  proceeding,  in the
          amount of 15% of the  principal  amount of this Note,  or such greater
          amount as may be  determined  reasonable  by any  arbitrator or court,
          whichever is applicable.

     8.   Prepayments.  Prepayments  may be made in whole or in part at any time
          on any  principal  amounts for which the interest rate is based on the
          Prime Rate or any other  fluctuating  interest rate or index which may
          change daily.  All  prepayments  of principal  shall be applied in the
          inverse  order of  maturity,  or in such other  order as Lender  shall
          determine in its sole discretion. No prepayment of any other principal
          amounts  shall be  permitted  without  the prior  written  consent  of
          Lender.  Notwithstanding such prohibition, if there is a prepayment of
          any such  principal,  whether  by  consent  of  Lender,  or because of
          acceleration or otherwise,  the prepayment shall be accompanied by the
          amount of accrued  interest on the amount  prepaid,  and a  prepayment
          fee. The prepayment fee shall be in an amount sufficient to compensate
          Lender for any loss, cost or expense incurred by it as a result of the
          prepayment,  including any loss of anticipated profits and any loss or
          expense rising from the  liquidation or reemployment of funds obtained
          by it to maintain  the credit or from fees  payable to  terminate  the
          deposits from which such funds were obtained.  Borrower shall also pay
          any customary administrative fees charged by Lender in connection with
          the foregoing. For purposes of this paragraph,  Lender shall be deemed
          to have funded the credit by a matching  deposit or other borrowing in
          the applicable interbank market, whether or not the credit was in fact
          so funded.

     9.   Delinquency  Charge.  To the extent  permitted  by law, a  delinquency
          charge may be imposed in an amount not to exceed four  percent (4%) of
          any payment that is more than fifteen days late.

     10.  Events of Default. The following are events of default hereunder:  (a)
          the  failure  to  pay  or  perform  any   obligation,   liability   or
          indebtedness  of  any  Obligor  to  Lender,  or to  any  affiliate  or
          subsidiary of Bank of America Corporation,  whether under this Note or
          any Loan Documents,  as and when due (whether upon demand, at maturity
          or by  acceleration);  (b) the  failure  to pay or  perform  any other
          obligation,  liability  or  indebtedness  of any  Obligor to any other
          party;  (c) the  death  of any  Obligor  (if an  individual);  (d) the
          resignation or withdrawal of any partner or a material owner/guarantor
          of Borrower,  as determined by Lender in its sole discretion;  (e) the
          commencement  of a proceeding  against any Obligor for  dissolution or
          liquidation,  the voluntary or involuntary  termination or dissolution
          of any Obligor or the merger or  consolidation  of anv Obligor with or
          into another entity;  (f) the insolvency of, the business  failure of,
          the appointment of a custodian, trustee, liquidator or receiver for or
          for  any of the  property  of,  the  assignment  for  the  benefit  of
          creditors by, or the filing of a petition under bankruptcy, insolvency
          or debtor's  relief law or the filing of a petition for any adjustment
          of  indebtedness,  composition or extension by or against any Obligor;
          (g) the  determination by Lender that any  representation  or warranty
          made to Lender by any Obligor in any Loan Documents or otherwise is or
          was,  when it was  made,  untrue  or  materially  misleading;  (h) the
          failure of any Obligor to timely  deliver such  financial tax returns,
          other  statements of condition or other  information,  as Lender shall
          request  from time to time;  (i) the entry of a judgment  against  any
          Obligor which Lender deems to be of a material nature in Lender's sole
          discretion;  (j) the seizure or forfeiture  of, or the issuance of any
          writ of possession,  garnishment or attachment,  or any turnover order
          for any property of any Obligor;  (k) the determination by Lender that
          it is insecure for any reason;  (l) the determination by Lender that a
          material adverse change has occurred in the financial condition of any
          Obligor; (m) the failure of Borrower's business to comply with any law
          or  regulation  controlling  its  operation.  As used in this Note, in
          addition   to  the   amounts   evidenced   by  this  Note,   the  term
          "indebtedness"  shall  include,  but  shall  not be  limited  to,  all
          obligations  of the  Borrower  under  any Swap  Contract  executed  in
          connection with the loan evidenced by this Note. "Swap Contract" means
          any document,  instrument or agreement between Borrower and the Lender
          or any  affiliate  of the Lender,  now existing or entered into in the
          future,  relating to an interest rate swap  transaction,  forward rate
          transaction,  interest  rate  cap,  floor or collar  transaction,  any
          similar  transaction,  any option to enter into any of the  foregoing,
          and any  combination of the foregoing,  which agreement may be oral or
          in  writing,  including,  without  limitation,  any  master  agreement
          relating to or governing  any or all of the  foregoing and any related
          schedule or confirmation, each as amended from time to time.

     11.  Remedies upon Default. Whenever there is a default under this Note (a)
          the entire balance outstanding  hereunder and all other obligations of
          any Obligor to Lender  (however  acquired or evidenced)  shall, at the
          option  of  Lender,   become  immediately  due  and  payable  and  any
          obligation of Lender to permit further borrowing under this Note shall
          immediately cease and terminate, and/or (b) to the extent permitted by
          law, the Rate of interest on the unpaid  principal  shall be Increased
          at Lender's  discretion  up to the maximum  rate allowed by law, or if
          none, 25% per annum (the "Default Rate").  The provisions herein for a
          Default  Rate shall not be deemed to extend  the time for any  payment
          hereunder or to constitute a "grace period" giving Obligors a right to
          cure any default. At Lender's option, any accrued and unpaid interest,
          fees or charges may, for purposes of computing  and accruing  interest
          on a daily  basis  after  the due date of the Note or any  installment
          thereof, be deemed to be a part of the principal balance, and interest
          shall  accrue  on a daily  compounded  basis  after  such  date at the
          Default  Rate  provided  in this  Note  until the  entire  outstanding
          balance of principal  and  interest is paid in full.  Lender is hereby
          authorized  at any  time to set off and  charge  against  any  deposit
          accounts  of  any  Obligor,   as  well  as  any  money,   instruments,
          securities, documents, chattel paper, credits, claims, demands, income
          and any other  property,  rights and interests of any Obligor which at
          any time  shall  come  into the  possession  or  custody  or under the
          control of Lender or any of its agents,  affiliates or correspondents,
          without  notice or  demand,  any and all  obligations  due  hereunder.
          Additionally.  Lender  shall have all rights  and  remedies  available
          under each of the Loan  Documents,  as well as all rights and remedies
          available at law or in equity.

          DEBTOR  AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE ANY CO!JRT
          OF  RECORD IN THE  UNITED  STATES TO APPEAR ON BEHALF OF DEBTOR IN ANY
          COURT IN ONE OR MORE  PROCEEDINGS,  OR  BEFORE  ANY CLERK  THEREOF  OR
          PROTHONOTARY OR OTHER COURT OFFICIAL,  AND TO CONFESS JUDGMENT AGAINST
          DEBTOR IN FAVOR OF THE HOLDER OF THIS AGREEMENT IN THE FULL AMOUNT DUE
          UNDER THIS AGREEMENT  (INCLUDING  PRINCIPAL,  ACCRUED INTEREST AND ANY
          AND ALL CHARGES, FEES AND COSTS) PLUS ATTORNEYS' FEES EQUAL TO FIFTEEN
          PERCENT (15%) OF THE AMOUNT DUE,  PLUS COURT COSTS,  ALL WITHOUT PRIOR
          NOTICE OR OPPORTUNITY  OF DEBTOR FOR PRIOR HEARING.  DEBTOR AGREES AND
          CONSENTS  THAT VENUE AND  JURISDICTION  SHALL BE PROPER IN THE CIRCUIT
          COURT OF ANY COUNTY OF THE STATE OF  MARYLAND  OR OF  BALTIMORE  CITY,
          MARYLAND,  OR IN THE UNITED STATES  DISTRICT COURT FOR THE DISTRICT OF
          MARYLAND.  DEBTOR  WAIVES  THE  BENEFIT  OF  ANY  AND  EVERY  STATUTE,
          ORDINANCE,  OR RULE OF COURT WHICH MAY BE LAWFULLY  WAIVED  CONFERRING
          UPON DEBTOR ANY RIGHT OR PRIVILEGE  OF  EXEMPTION,  HOMESTEAD  RIGHTS,
          STAY OF EXECUTION, OR SUPPLEMENTARY PROCEEDINGS,  OR OTHER RELIEF FROM
          THE  ENFORCEMENT  OR  IMMEDIATE  ENFORCEMENT  OF A JUDGMENT OR RELATED
          PROCEEDINGS  ON A JUDGMENT.  THE AUTHORITY AND POWER TO APPEAR FOR AND
          ENTER  JUDGMENT  AGAINST  DEBTOR SHALL NOT BE EXHAUSTED BY ONE OR MORE
          EXERCISES THEREOF, OR BY ANY IMPERFECT EXERCISE THEREOF, AND SHALL NOT
          BE  EXTINGUISHED  BY  ANY  JUDGMENT  ENTERED  PURSUANT  THERETO;  SUCH
          AUTHORITY  AND POWER MAY BE  EXERCISED ON ONE OR MORE  OCCASIONS  FROM
          TIME TO TIME, IN THE SAME OR DIFFERENT JURISDICTIONS,  AS OFTEN AS THE
          HOLDER SHALL DEEM NECESSARY, CONVENIENT, OR PROPER.

     12.  Non-waiver.  The failure at any time of Lender to exercise  any of its
          options or any other rights  hereunder  shall not  constitute a waiver
          thereof,  nor shall it be a bar to the  exercise of any of its options
          or rights at a later date.  All rights and remedies of Lender shall be
          cumulative and may be pursued singly, successively or together, at the
          option of Lender.  The  acceptance  by Lender of any  partial  payment
          shall not  constitute  a waiver of any  default or of any of  Lender's
          rights under this Note. No waiver of any of its rights hereunder,  and
          no modification or amendment of this Note,  shall be deemed to be made
          by Lender  unless the same shall be in writing,  duly signed on behalf
          of Lender;  each such  waiver  shall  apply  only with  respect to the
          specific instance  involved,  and shall in no way impair the rights of
          Lender or the obligations of Obligor to Lender in any other respect at
          any other time.

     13.  Applicable Law, Venue and  Jurisdiction.  This Note end the rights and
          obligations   of  Borrower  and  Lender  shall  be  governed  by  and
          interpreted  in accordance  with the law of the State of Maryland.  In
          any  litigation  in  connection  with or to  enforce  this Note or any
          indorsement or guaranty of this Note or any Loan Documents,  Obligors,
          and  each  of  them,   irrevocably  consent  to  and  confer  personal
          jurisdiction  on the  courts of the State of  Maryland  or the  United
          States  located  within the State of Maryland and expressly  waive any
          objections as to venue in any such courts.  Nothing  contained  herein
          shall, however,  prevent Lender from bringing any action or exercising
          any rights within any other state or  jurisdiction  or from  obtaining
          personal  jurisdiction by any other means  available under  applicable
          law.

     14.  Partial  Invalidity.   The   unenforceability  or  invalidity  of  any
          provision of this Note shall not affect the enforceability or validity
          of any other provision  herein and the invalidity or  unenforceability
          of any  provision of this Note or of the Loan  Documents to any person
          or  circumstance  shall not affect the  enforceability  or validity of
          such provision as It may apply to other persons or circumstances.

     15.  Waiver of Jury  Trial.  Obligors  waive trial by jury in any action or
          proceeding  to which  Obligors and Lender may be parties,  arising out
          of, in connection  with or in any way  pertaining to, this Note or the
          Loan  Documents.   It  is  agreed  and  understood  that  this  waiver
          constitutes  a  waiver  of  trial by jury of all  claims  against  all
          parties  to such  action  or  proceedings,  including  claims  against
          parties  who are not parties to this Note.  This waiver is  knowingly,
          willingly and voluntarily made by Obligors.

     16.  Binding  Effect.  This  Note  shall be  binding  upon and inure to the
          benefit  of  Borrower,   Obligors  and  Lender  and  their  respective
          successors,  assigns,  heirs and personal  representatives,  provided,
          however,  that no obligations of Borrower or Obligors hereunder can be
          assigned without prior written consent of Lender.

     17.  Loan Documents.  This Note is secured by and is related to, guaranteed
          by.  and/or  executed in  connection  with certain  Loan  Documents as
          described  above,  including,  but not  necessarily  limited  to.  the
          following, all as the same may be amended, restated,  supplemented, or
          otherwise modified from time to time: (a) This Note; and

               (b) A certain Deed of Trust, Assignment and Security Agreement of
               even date  herewith  by the  Borrower in  favor-of  PRLAP,  Inc.,
               Trustee for the Lender,  to be recorded among the Land Records of
               Washington County,  Maryland,  encumbering  certain real property
               owned by the Borrower,  securing,  among other things, payment of
               this Note (the "Deed of Trust"); and

               (c) A certain Continuing and Unconditional  Guaranty of even date
               herewith by Danzer Corporation, a New York corporation,  in favor
               of the Lender,  guaranteeing,  among other things, the payment of
               this Note (the "Guaranty"); and

               (d) Certain UCC-1  Financing  Statements by the Borrower in favor
               of the  Lender,  which are being  filed with the Land  Records of
               Washington County,  Maryland and the Financing  Statement Records
               of the Maryland State Department of Assessments and Taxation,  in
               order to  perfect  the  Lender's  security  interest  in  certain
               personal property of the Borrower being pledged under the Deed of
               Trust (the "Financing Statements"); and

               (e) Any other  instrument,  agreement,  or  document  previously,
               simultaneously,  or  hereafter  executed  and  delivered  by  the
               Borrower,  any Obligor  and/or any other  person,  singularly  or
               jointly   with   `any   other   person,   evidencing,   securing,
               guaranteeing,  or in  connection  with this Note or the principal
               sum evidenced hereby.

     Borrower represents to Lender that the proceeds of this loan are to be used
     primarily for business, commercial or agricultural purposes. Borrower
     acknowledges having read and understood, and agrees to be bound by all
     terms and conditions of this Note, and hereby executes this Note intending
     to create an instrument executed under seal.

     NOTICE OF FINAL  AGREEMENT.  THIS WRITTEN  PROMISSORY  NOTE  REPRESENTS'THE
     FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
     OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL AGREEMENTS OF THE PARTIES.
     THERE ARE NO UNWRITTEN ORAL AGREEMENTS.

                              Corporate or Partnership Borrower

                              DANZER INDUSTRIES INC.

                             By:                                     (Seal)
                                -------------------------------------

                               Name: Mark D. McGlaughlin

                              Title: Vice President and Chief Financial Officer



                                 --------------------------------------
                             Attest (If Applicable)


                            (Corporate Seal)


       The undersigned corporation, by the signature of its duly authorized
officer hereby sets forth its signature below, for the purpose of acknowledging
and agreeing to the terms and provisions set forth in this Note, as a guarantor
of the Note pursuant to the terms of the Guaranty described above, and hence, as
an "Obligor", as such term is defined in this Note.


                               Corporate or Partnership Guarantor

                               DANZER CORPORATION

                             By:                                     (Seal)
                                -------------------------------------

                             Name:
                               --------------------------------------

                             Title:
                                -------------------------------------

                             Attest (If Applicable)


                             (Corporate Seal]

<PAGE>


                               COMMERCIAL GUARANTY


Borrower: Danzer Industries, Inc.      Lender: Bank of America, NA.
          17500 York Road                      c/o MD Commercial Loan Processing
          Hagerstown, MD 21740                 NC1-014-13-02
                                               10 Light Street
                                               Baltimore, MD 21202-1435

Guarantor:     Danzer Corporation
               17500 York Road
               Hagerstown, MD 21740

AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited.

CONTINUING  UNLIMITED  GUARANTY.  For good and  valuable  consideration,  Danzer
Corporation ("Guarantor") absolutely and unconditionally guarantees and promises
to pay to Bank of America,  NA.  ("Lender") or its order, in legal tender of the
United States of America,  the  Indebtedness  (as that term is defined below) of
Danzer Industries,  Inc.  ("Borrower") to Lender on the terms and conditions set
forth in this  Guaranty.  Under this  Guaranty,  the  liability  of Guarantor is
unlimited and the obligations of Guarantor are continuing.

INDEBTEDNESS  GUARANTEED.  The Indebtedness guaranteed by this Guaranty includes
any  and all of  Borrower's  indebtedness  to  Lender  and is  used in the  most
comprehensive   sense  and  means  and  includes  any  and  all  of   Borrower's
liabilities,  obligations  and debts to  Lender,  now  existing  or  hereinafter
incurred  or  created,  including,  without  limitation,  all  loans,  advances,
interest, costs, debts, overdraft indebtedness,  credit card indebtedness, lease
obligations, other obligations, and liabilities of Borrower, or any of them, and
any present or future judgments  against  Borrower,  or any of them; and whether
any such Indebtedness is voluntarily or involuntarily  incurred, due or not due,
absolute or contingent, liquidated or unliquidated,  determined or undetermined;
whether Borrower may be liable individually or jointly with others, or primarily
or secondarily,  or as guarantor or surety; whether recovery on the Indebtedness
may be or may become  barred or  unenforceable  against  Borrower for any reason
whatsoever and whether the Indebtedness  arises from  transactions  which may be
voidable on account of infancy, insanity, ultra vires, or otherwise.

DURATION OF GUARANTY.  This  Guaranty  will take effect when  received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower,  and will continue in full force until all Indebtedness incurred or
contracted  before receipt by Lender of any notice of revocation shall have been
fully and finally paid and satisfied and all of  Guarantor's  other  obligations
under this Guaranty  shall have been  performed in full. If Guarantor  elects to
revoke this Guaranty,  Guarantor may only do so in writing.  Guarantor's written
notice of revocation  must be mailed to Lender,  by certified  mail, at Lender's
address  listed  above or such other place as Lender may  designate  in writing.
Written  revocation  of  this  Guaranty  will  apply  only  to  advances  or new
Indebtedness  created  after  actual  receipt by Lender of  Guarantor's  written
revocation. For this purpose and without limitation, the term "new Indebtedness"
does not  include  Indebtedness  which at the time of  notice of  revocation  Is
contingent,  unliquidated,  undetermined  or not due  and  which  later  becomes
absolute,  liquidated,  determined  or due.  This Guaranty will continue to bind
Guarantor for all Indebtedness Incurred by Borrower or committed by Lender prior
to  receipt  of  Guarantor's   written  notice  of  revocation,   including  any
extensions,  renewals,  substitutions or modifications of the Indebtedness.  All
renewals,  extensions,  substitutions,  and  modifications  of the  Indebtedness
granted after Guarantor's revocation,  are contemplated under this Guaranty and,
specifically will not be considered to be new indebtedness.  This Guaranty shall
bind  Guarantor's  estate  as to  Indebtedness  created  both  before  and after
Guarantor's  death or  Incapacity,  regardless  of  Lender's  actual  notice  of
Guarantor's   death.   Subject  to  the  foregoing,   Guarantor's   executor  or
administrator or other legal  representative  may terminate this Guaranty in the
same  manner  in which  Guarantor  might  have  terminated  it and with the same
effect.  Release of any other  guarantor or termination of any other guaranty of
the  Indebtedness  shall not  affect  the  liability  of  Guarantor  under  this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not
affect the  liability of any remaining  Guarantors  under this  Guaranty.  It is
anticipated that  fluctuations may occur in the aggregate amount of Indebtedness
covered by this Guaranty,  and Guarantor  specifically  acknowledges  and agrees
that  reductions in the amount of  indebtedness,  even to zero dollars  ($0.00),
prior to Guarantor's  written revocation of this Guaranty shall not constitute a
termination  of this  Guaranty.  This  Guaranty is binding  upon  Guarantor  and
Guarantor's  heirs,  successors  and  assigns  so long as any of the  guaranteed
Indebtedness remains unpaid and even though the Indebtedness guaranteed may from
time to time be zero dollars ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, without notice or demand and without lessening
Guarantor's liability under this Guaranty, from time to time: (A) prior to
revocation as set forth above, to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the indebtedness;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness (F) to apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (A) no  representations  or agreements of any kind have been made to
Guarantor which would limit or quality in any way the terms of this Guaranty (B)
this  Guaranty  is  executed  at  Borrower's  request  and not at the request of
Lender;  (C)  Guarantor  has full power,  right and authority to enter into this
Guaranty (D) the provisions of this Guaranty do not conflict with or result in a
default under any agreement or other  instrument  binding upon  Guarantor and do
not  result  in a  violation  of any  law,  regulation,  court  decree  or order
applicable to Guarantor;  (E) Guarantor has not and will not,  without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially  all of Guarantor's  assets, or any
interest therein;  (F) upon Lender's  request,  Guarantor will provide to Lender
financial and credit  information  in form  acceptable  to Lender,  and all such
financial  information  which  currently  has  been,  and all  future  financial
information  which will be provided to Lender is and will be true and correct in
all material respects and fairly present  Guarantor's  financial condition as of
the dates the financial information is provided;  (G) no material adverse change
has  occurred  in  Guarantor's  financial  condition  since the date of the most
recent financial  statements  provided to Lender and no event has occurred which
may  materially  adversely  affect  Guarantor's  financial  condition;   (H)  no
litigation,  claim,  investigation,  administrative proceeding or similar action
(including  those for unpaid taxes) against  Guarantor is pending or threatened;
(I) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower;  and (J) Guarantor has  established  adequate  means of obtaining from
Borrower  on a  continuing  basis  information  regarding  Borrower's  financial
condition.  Guarantor agrees to keep adequately  informed from such means of any
facts,  events, or circumstances which might in any way affect Guarantor's risks
under this Guaranty,  and Guarantor  further  agrees that,  absent a request for
information,  Lender  shall have no  obligation  to  disclose to  Guarantor  any
information  or documents  acquired by Lender in the course of Its  relationship
with Borrower.

GUARANTOR'S  FINANCIAL  STATEMENTS.  Guarantor agrees to furnish Lender with the
following:

     Annual Statements. As soon as available, but in no event later than ninety
     (90) days after the end of each fiscal year, Guarantor's balance sheet and
     income statement for the year ended, reviewed by a certified public
     accountant satisfactory to Lender.

All financial reports required to be provided under this Guaranty shall be
prepared in accordance with GAAP, applied on a consistent basis, and certified
by Guarantor as being true end correct.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

In addition to the waivers set forth above, if now or hereafter Borrower is or
shall become insolvent and the Indebtedness shall not at all times until paid be
fully secured by collateral pledged by Borrower, Guarantor hereby forever waives
and gives up in favor of Lender and Borrower, and Lender's and Borrower's
respective successors, any claim or right to payment Guarantor may now have or
hereafter have or acquire against Borrower, by subrogation or otherwise, so that
at no time shall Guarantor be or become a "creditor" of Borrower within the
meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal
bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (1)
any election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower
for reimbursement, including without limitation, any loss of rights Guarantor
may suffer by reason of any law limiting, qualifying, or discharging the
indebtedness; (2) any disability or other defense of Borrower, of any other
guarantor, or of any other person, or by reason of the cessation of Borrower's
liability from any cause whatsoever, other than payment in full in legal tender,
of the Indebtedness; (3) any right to claim discharge of the Indebtedness on the
basis of unjustified impairment of any Collateral for the Indebtedness; or (4)
any statute of limitations, if at any time any action or suit brought by Lender
against Guarantor is commenced, there is outstanding Indebtedness of Borrower to
Lender which is not barred by any applicable statute of limitations. Guarantor
acknowledges and agrees that Guarantor's obligations under this Guaranty shall
apply to and continue with respect to any amount paid to Lender which is
subsequently recovered from Lender for any reason whatsoever (including without
limitation as a result of bankruptcy, insolvency or fraudulent conveyance
proceeding), notwithstanding the fact that all or a part of the Indebtedness may
have been previously paid, or this Guaranty may have been terminated, or both.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

Guarantor's Understanding With Respect To Waivers. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and  consequences  and that,  under the  circumstances,  the
waivers are  reasonable  and not  contrary to public  policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

Right of Setoff.  To the extent  permitted by applicable  law, Lender reserves a
right of setoff in all  Guarantor's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This includes all accounts  Guarantor  holds
jointly with someone  else and all  accounts  Guarantor  may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Guarantor authorizes Lender, to the
extent  permitted by applicable  law, to hold these funds if there is a default,
and  Lender may apply the funds in these  accounts  to pay what  Guarantor  owes
under the terms of this Guaranty.

Subordination  of  Borrower's  Debts to  Guarantor.  Guarantor  agrees  that the
Indebtedness of Borrower to Lender,  whether now existing or hereafter  created,
shall be superior to any claim that Guarantor may now have or hereafter  acquire
against Borrower,  whether or not Borrower becomes  insolvent.  Guarantor hereby
expressly  subordinates any claim Guarantor may have against Borrower,  upon any
account  whatsoever,  to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower,  through bankruptcy, by an assignment for the benefit of creditors, by
voluntary  liquidation,  or otherwise,  the assets of Borrower applicable to the
payment of the claims of both Lender and  Guarantor  shall be paid to Lender and
shall be first  applied by Lender to the  Indebtedness  of  Borrower  to Lender.
Guarantor  does hereby  assign to Lender all claims which It may have or acquire
against  Borrower or against any assignee or trustee in  bankruptcy of Borrower;
provided  however,  that such assignment shall be effective only for the purpose
of assuring  to Lender  full  payment in legal  tender of the  Indebtedness.  If
Lender so requests,  any notes or credit agreements now or hereafter  evidencing
any debts or obligations of Borrower to Guarantor  shall be marked with a legend
that the same are subject to this  Guaranty  and shall be  delivered  to Lender.
Guarantor  agrees,  and Lender is hereby  authorized,  in the name of Guarantor,
from time to time to execute  and file  financing  statements  and  continuation
statements and to execute such other documents and to take such other actions as
Lender  deems  necessary  or  appropriate  to perfect,  preserve and enforce its
rights under this Guaranty.

CONFESSED  JUDGMENT,  UPON THE  OCCURRENCE  OF A  DEFAILT  ON THE  INDEBTEDNESS,
GUARANTOR  HEREBY  AUTHORIZES ANY ATTORNEY  DESIGNATED BY LENDER OR ANY CLERK OF
ANY COURT OF RECORD TO APPEAR FOR  GUARANTOR  IN ANY COURT OF RECORD AND CONFESS
JUDGMENT WITHOUT PRIOR HEARING AGAINST  GUARANTOR IN FAVOR OF LENDER FOR, AND IN
THE AMOUNT OF, THE UNPAID BALANCE OF THE PRINCIPAL AMOUNT OF THIS GUARANTY,  ALL
INTEREST  ACCRUED AND UNPAID THEREON,  ALL OTHER AMOUNTS PAYABLE BY GUARANTOR TO
LENDER  UNDER THE TERMS OF THIS  GUARANTY  OR ANY  OTHER  AGREEMENT,  DOCUMENTS,
INSTRUMENT EVIDENCING, SECURING OR GUARANTYING THE OBLIGATIONS EVIDENCED BY THIS
GUARANTY,  COSTS OF SUIT,  AND ATTORNEYS'  FEES OF FIFTEEN  PERCENT (15%) OF THE
UNPAID  BALANCE OF THE  PRINCIPAL  AMOUNT OF THIS GUARANTY AND INTEREST THEN DUE
HEREUNDER.

Guarantor hereby releases, to the extent permitted by applicable law, all errors
and all rights of exemption,  appeal, stay of execution,  inquisition, and other
rights to which  Borrower may otherwise be entitled under the laws of the United
States or of any state or possession of the United States now in force and which
may  hereafter  be  enacted.  The  authority  and power to appear  for and enter
judgment  against  Guarantor  shall not be  exhausted  by one or more  exercises
thereof or by any imperfect  exercise  thereof and shall not be  extinguished by
any judgment entered pursuant thereto. Such authority may be exercised on one or
more  occasions or from time to time in the same or different  jurisdictions  as
often as  Lender  shall  deem  necessary  or  desirable,  for all of which  this
Guaranty shall be a sufficient warrant.

Miscellaneous  Provisions.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective unless given in writing and signed by the party or
     parties sought to be charged or bound by the alteration or amendment.

     Attorneys' Fees; Expenses. Guarantor agrees that if Lender hires an
     attorney to help enforce this Guaranty, Guarantor will pay, subject to any
     limits under applicable law, Lender's attorneys' fees and all of Lender's
     other collection expenses, whether or not there is a lawsuit and Including
     without limitation additional legal expenses for bankruptcy proceedings.

     Caption  Headings.  Caption  headings in this Guaranty are for  convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Guaranty.

     Governing Law. This Guaranty will be governed by, construed and enforced in
     accordance  with  federal law and the laws of the State of  Maryland.  This
     Guaranty has been accepted by Lender in the State of Maryland.

     Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of the City of
     Baltimore, State of Maryland.

     Integration. Guarantor further agrees that Guarantor has read and fully
     understands the terms of this Guaranty; Guarantor has had the opportunity
     to be advised by Guarantor's attorney with respect to this Guaranty; the
     Guaranty fully reflects Guarantor's intentions and parol evidence is not
     required to Interpret the terms of this Guaranty. Guarantor hereby
     indemnities and holds Lender harmless from all losses, claims, damages, and
     costs (including Lender's attorneys' fees) suffered or incurred by Lender
     as a result of any breach by Guarantor of the warranties, representations
     and agreements of this paragraph.

     Interpretation. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. If a court finds that any provision of this Guaranty is not
     valid or should not be enforced, that fact by itself will not mean that the
     rest of this Guaranty will not be valid or enforced. Therefore, a court
     will enforce the rest of the provisions of this Guaranty even if a
     provision of this Guaranty may be found to be invalid or unenforceable. If
     any one or more of Borrower or Guarantor are corporations, partnerships,
     limited liability companies, or similar entities, it is not necessary for
     Lender to inquire into the powers of Borrower or Guarantor or of the
     officers, directors, partners, managers, or other agents acting or
     purporting to act on their behalf, and any Loan indebtedness made or
     created in reliance upon the professed exercise of such powers shall be
     guaranteed under this Guaranty.

     Notices. Any notice required to be given under this Guaranty shall be given
     in writing, and, except for revocation notices by Guarantor, shall be
     effective when actually delivered, if hand delivered, when actually
     received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Guaranty. All revocation notices by Guarantor shall be in
     writing and shall be effective upon delivery to Lender as provided in the
     section of this Guaranty entitled "DURATION OF GUARANTY." Any party may
     change its address for notices under this Guaranty by giving formal written
     notice to the other parties, specifying that the purpose of the notice is
     to change the party's address. For notice purposes, Guarantor agrees to
     keep Lender informed at all times of Guarantor's current address. Unless
     otherwise provided or required by law, if there is more than one Guarantor,
     any notice given by Lender to any Guarantor is deemed to be notice given to
     all Guarantors.

     No Waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Guaranty unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Guaranty. No prior waiver by
     Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Guaranty, the granting of such consent by Lender in
     any instance shall not constitute continuing consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Successors and Assigns. Subject to any limitations stated in this Guaranty
     on transfer of Guarantor's interest, this Guaranty shall be binding upon
     and inure to the benefit of the parties, their heirs, personal
     representatives, successors and assigns.

Definitions. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

     Borrower. The word "Borrower" means Danzer industries,  Inc., and all other
     persons and entities signing the Note in whatever capacity.

     GAAP. The word "GAAP" means generally accepted accounting principles.

     Guarantor.  The word  "Guarantor"  means  each and  every  person or entity
     signing this Guaranty, including without limitation Danzer Corporation.

     Guaranty.  The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Indebtedness. The word Indebtedness means Borrower's indebtedness to Lender
     as more particularly described In this Guaranty.

     Lender.  The word tender"  means Bank of America,  NA, its  successors  and
     assigns.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other Instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

CONFESSED JUDGMENT. UPON THE OCCURRENCE OF A DEFALLT ON THE INDEBTEDNESS,
GUARANTOR HEREBY AUTHORIZES ANY ATTORNEY DESIGNATED BY LENDER OR ANY CLERK OF
ANY COURT OF RECORD TO APPEAR FOR GUARANTOR IN ANY COURT OF RECORD AND CONFESS
JUDGMENT WITHOUT PRIOR HEARING AGAINST GUARANTOR IN FAVOR OF LENDER FOR, AND IN
THE AMOUNT OF, THE UNPAID BALANCE OF THE PRINCIPAL AMOUNT OF THIS GUARANTY, AIL
INTEREST ACCRUED AND UNPAID THEREON, ALL OTHER AMOUNTS PAYABLE BY GUARANTOR TO
LENDER UNDER THE TERMS OF THIS GUARANTY OR ANY OTHER AGREEMENT, DOCUMENTS,
INSTRUMENT EVIDENCING, SECURING OR GUARANTYING THE OBLIGATIONS EVIDENCED BY THIS
GUARANTY, COSTS OF SUIT, AND ATTORNEYS' FEES OF FIFTEEN PERCENT (15%) OF THE
UNPAID BALANCE OF THE PRINCIPAL AMOUNT OF THIS GUARANTY AND INTEREST THEN DUE
HEREUNDER.

Guarantor hereby releases, to the extent permitted by applicable law, all errors
and all rights of exemption, appeal, stay of execution, inquisition, and other
rights to which Borrower may otherwise be entitled under the laws of the United
States or of any state or possession of the United States now In force and which
may hereafter be enacted. The authority and power to appear for and enter
Judgment against Guarantor shall not be exhausted by one or more exercises
thereof or by any Imperfect exercise thereof and shall not be extinguished by
any Judgment entered pursuant thereto. Such authority may be exercised on one or
more occasions or from time to time in the same or different Jurisdictions as
often as Lender shall deem necessary or desirable, for all of which this
Guaranty shall be a sufficient warrant.

GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL
GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED
AUGUST 15, 2001. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS
GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT
ACCORDING TO LAW.

GUARANTOR:


DANZER CORPORATION

By:_______________________________(Seal)         _________________________(Seal)

   ------------------------------------          -------------------------------
    of Danzer Corporation                        of Danzer Corporation


<PAGE>




Corporate Acknowledgement

State of  _____________________     )
                                    )
County of ____________________      )

This instrument was acknowledged before me on ______________________________, by
________________________________, ______________ of ___________________________,
a ______________ corporation, on behalf of said corporation.



                            Notary Public in and for the State of _____________

                            -------------------------------------------
                              Notary Signature

                             -------------------------------------------
                              (Print Name of Notary)

                              ------------------------------------------
                              My Commission Expires






<PAGE>



                                 DEED OF TRUST,
                        ASSIGNMENT AND SECURITY AGREEMENT

     THIS DEED OF TRUST, ASSIGNMENT AND SECURITY AGREEMENT (hereinafter referred
to as "Deed of  Trust")  is made this ___ day of  ___________,  2002,  by Danzer
Industries, Inc., a Maryland corporation (hereinafter referred to as "Grantor"),
to PRLAP,  Inc., as Trustee (herein  referred to as the "Trustee"),  and Bank of
America, N.A., (herein referred to as the "Lender")

                                    RECITALS

         1. The Lender is making a certain term loan (the "Term Loan") to the
Grantor in the principal amount of ONE MILLION DOLLARS ($1,000,000.00). The Term
Loan shall be evidenced by a certain Promissory Note of even date herewith by
the Grantor in favor of the Lender in the original principal amount of ONE
MILLION DOLLARS ($1,000,000.00) ("Note #1").

         2. The Lender is also providing a certain line of credit (the "Line of
Credit") to the Grantor in the maximum principal amount at any one time
outstanding of ONE MILLION DOLLARS ($1,000,000.00). The Line of Credit shall be
evidenced by a certain Promissory Note of even date herewith by the Grantor in
favor of the Lender in the face amount of ONE MILLION DOLLARS ($1,000,000.00)
("Note #2").

         3. In consideration of the making by the Lender of the Loan and the
Line of Credit (with the Loan and the Line of Credit being hereinafter sometimes
collectively called the "Loans"), the Lender has required that the Grantor,
among other things, execute and deliver this Deed of Trust, Assignment and
Security Agreement as security for the payment and performance of all of the
Grantor's obligations to the Lender under Note #1 and Note #2 (collectively the
"Notes"), and the other Loan Documents described therein.

         4. Upon default in any of the provisions set forth in the Notes or any
other document evidencing or securing the Loans and the failure of the Grantor
to cure the same pursuant to the terms of the Notes, this Deed of Trust,
Assignment and Security Agreement and the other Loan Documents, at the option of
the Lender, shall be deemed in default and shall be subject to foreclosure upon
the terms and conditions hereinafter provided.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Grantor agrees as follows:

         Article I. Definitions, Rules of Construction.
                    ----------------------------------

         Section 1.01. Definitions. As used in this Deed of Trust, Assignment
and Security Agreement, the terms defined in the Preamble and Recitals hereto
shall have the respective meanings specified therein, and the following terms
shall have the meanings indicated:

     "Accounts"  means all  accounts  of the  Grantor  within the meaning of the
Uniform  Commercial  Code of the State  derived  from or arising out of the use,
occupancy  or enjoyment  of the  Property or for  services  rendered  therein or
thereon.

     "Additions"  means  any  and all  alterations,  additions,  accessions  and
improvements   to   property,   substitutions   thereof  or,  and  renewals  and
replacements thereof.

     "Beneficiary" means the Lender and its successors and assigns.

     "Casualty"  means any act or  occurrence of any kind or nature that results
in damage, loss or destruction to the Property.

     "Claim" means any liability,  suit, action,  claim,  demand, loss, expense,
penalty,  fine,  judgment  or  other  cost  of any  kind or  nature  whatsoever,
including   without   limitation,   fees,   costs  and  expenses  of  attorneys,
consultants, contractors and experts.

     "Condemnation"  means any taking of title, of use, or of any other property
interest under the exercise of the power of eminent domain,  whether temporarily
or  permanently,  by any  Governmental  Authority or by any Person  acting under
Governmental Authority.

     "Condemnation  Awards"  means  any and all  judgments,  awards  of  damages
(including, but not limited to, severance and consequential damages),  payments,
proceeds,  settlements,  amounts paid for a taking in lieu of  Condemnation,  or
other compensation heretofore or hereafter made, including interest thereon, and
the right to  receive  the same,  as a result  of, or in  connection  with,  any
Condemnation or threatened Condemnation.

     "Contracts  of Sale" means any contracts for the sale of all or any part of
the  Property  or any  interest  therein,  whether  now or  hereafter  executed,
including,  without limitation, all of the Proceeds thereof, any funds deposited
thereunder to secure performance by the purchasers of their obligations.

     "Deed of Trust" means this Deed of Trust, Assignment and Security Agreement
executed by the Grantor for the benefit of the Beneficiary, as the same may from
time to time be extended, amended, restated, supplemented or otherwise modified.

     "Default" means an event which, with the giving of Notice or lapse of time,
or both,  could or would  constitute an Event of Default under the provisions of
this Deed of Trust.

     "Encumbrance"  means any Lien,  easement,  right of way, roadway (public or
private),   common  area,   condominium  regime,   cooperative  housing  regime,
restrictive  covenant,  Lease or other  matter of any nature  that would  affect
title to the Property.

     "Environmental Assessment" means a report of an environmental assessment of
the  Property  of such scope  (including  but not  limited to the taking of soil
borings  and air and  groundwater  samples  and other  above  and  below  ground
testing) as the Beneficiary may request,  prepared by a recognized environmental
consulting  firm acceptable to the Beneficiary in all respects and sufficient in
detail  to  comply  with  the  Beneficiary's   established  guidelines  and  the
guidelines of any appropriate Governmental Authority.

     "Environmental   Requirement"   means  any  Law  or  other   agreement   or
restriction,  whether  public  or  private  (including  but not  limited  to any
condition or requirement imposed by any insurer or surety company), now existing
or  hereafter   created,   issued  or  enacted  and  all   amendments   thereto,
modifications thereof and substitutions  therefor,  which in any way pertains to
human  health,  safety or  welfare,  Hazardous  Materials,  Hazardous  Materials
Contamination  or the  environment  (including  but not limited to ground,  air,
water or noise  pollution  or  contamination,  and  underground  or above ground
tanks) and shall  include  without  limitation,  the Resource  Conservation  and
Recovery Act (the Solid Waste  Disposal  Act),  42 U.S.C.ss.  6901 et seq.;  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C.ss.  9601 et seq.  ("CERCLA"),  as amended by the Superfund Amendments and
Reauthorization  Act of 1986 ("SARA");  the Hazardous  Materials  Transportation
Act, 49 U.S.C.ss.  1801 et seq.;  the Federal  Water  Pollution  Control Act, 33
U.S.C.ss.1251  et seq.; the Clean Air Act, 42 U.S.C.ss.  7401 et seq.; the Toxic
Substances  Control Act, 15  U.S.C.ss.2601  et seq.; and the Safe Drinking Water
Act, 42 U.S.C.ss.300f et seq.

     "Equipment"  means all building  materials,  fixtures,  equipment and other
tangible  personal  property  of every kind and nature  whatsoever  (other  than
consumable goods, and trade fixtures or other personal property owned by tenants
occupying the  Improvements),  now or hereafter located or contained in or upon,
or attached to, the Real  Property,  whether now owned or hereafter  acquired by
the Grantor; together with all Additions to the Equipment and Proceeds thereof.

     "Event of Default"  means the  occurrence  of any one or more of the events
specified in Article VI of this Deed of Trust and the  continuance of such event
beyond the applicable cure periods, if any, set forth in Article VI.

     "Expenses" means all costs and expenses of any nature  whatsoever  incurred
at any time and from time to time (whether  before or after an Event of Default)
by the Beneficiary or the Trustee in exercising or enforcing any rights,  powers
and remedies  provided in this Deed of Trust or any of the other Loan Documents,
including,  without limitation,  attorney's fees, court costs,  receiver's fees,
management fees and costs incurred in the repair,  maintenance and operation of,
or taking possession of, or selling, the Property.

     "Governmental  Authority"  means  any  governmental  or  quasi-governmental
entity,  including,  without  limitation,  any  department,  commission,  board,
bureau,  agency,  administration,   service  or  other  instrumentality  of  any
governmental entity.

     "Hazardous  Materials"  means any and all  hazardous  or toxic  substances,
wastes  or  materials  which,  because  of  their  quantity,  concentration,  or
physical, chemical or infectious characteristics, may cause or pose a present or
potential  hazard or  nuisance  to human  health,  safety or  welfare  or to the
environment when used, treated,  stored,  disposed of, generated,  manufactured,
transported or otherwise handled,  including without limitation,  any substance,
waste  or  material  which  is  or  contains  asbestos,  radon,  polychlorinated
biphenyls,  urea formaldehyde,  explosives,  radioactive  materials or petroleum
products.

     "Hazardous  Materials   Contamination"  means  the  contamination  (whether
presently  existing  or  occurring  after the date of this Deed of Trust) of the
improvements,  facilities,  soil,  ground water, air or other elements on, in or
constituting   a  part  of,  the  Property  by  Hazardous   Materials,   or  the
contamination  of the buildings,  facilities,  soil,  ground water, air or other
elements  on, in or  constituting  a part of, any other  property as a result of
Hazardous  Materials at any time (whether  before or after the date of this Deed
of Trust) emanating from the Property.

     "Improvements"  means all buildings,  structures and other improvements now
or  hereafter  existing,  erected  or placed on the Land,  or in any way used in
connection with the use, enjoyment, occupancy or operation of the Land.

     "Land" means the land described in EXHIBIT A attached hereto, together with
(a) all estates,  title interests,  title reversion rights,  increases,  issues,
profits, rights of way or uses, additions, accretions,  servitudes, gaps, gores,
liberties,  privileges,  water rights, water courses, alleys, streets, passages,
ways, vaults, licenses,  tenements,  franchises,  hereditaments,  appurtenances,
easements and other rights,  now or hereafter owned by the Grantor and belonging
or  appertaining  to the Land,  (b) all Claims  whatsoever  of the Grantor  with
respect to the Land, either in law or in equity, in possession or in expectancy,
and (c) all  estate,  right,  title and  interest  of the  Grantor in and to all
streets, roads and public places, opened or proposed, now or hereafter adjoining
or appertaining to, the Land.

     "Laws" means federal,  state and local laws, statutes,  rules,  ordinances,
regulations,   codes,   licenses,   authorizations,    decisions,   injunctions,
interpretations,  orders or decrees of any court or other Governmental Authority
having jurisdiction as may be in effect from time to time.

     "Leases" means all leases,  license  agreements and other  occupancy or use
agreements (whether oral or written), now or hereafter existing,  which cover or
relate to the Property, together with all options thereof or, amendments thereto
and  renewals,   modifications  and  guarantees  thereof,   including,   without
limitation,  any  cash or  securities  deposited  under  the  Leases  to  secure
performance by the tenants of their obligations  under the Leases,  whether such
cash or  securities  are to be held  until  the  expiration  of the terms of the
Leases or applied to one or more of the installments of rent coming due.

     "Lien"  means any  mortgage,  deed of  trust,  pledge,  security  interest,
assignment, judgment, lien or charge of any kind, including, without limitation,
any conditional sale or other title retention agreement, any lease in the nature
thereof,  and the filing of, or agreement to give, any financing statement under
the Uniform Commercial Code of any jurisdiction.

     "Loan  Documents"  means this Deed of Trust,  the  Notes,  and all of those
documents  described  as "Loan  Documents"  in the Notes,  and any and all other
documents  which the Grantor or any other  party or parties  have  executed  and
delivered,  or may  hereafter  execute  and  deliver,  to  evidence,  secure  or
guarantee the  Obligations,  or any part  thereof,  as the same may from time to
time be extended, amended, restated, supplemented or otherwise modified.

     "Net  Proceeds",  when  used with  respect  to any  Condemnation  Awards or
insurance proceeds allocable to the Property,  means the gross proceeds from any
Casualty or  Condemnation  remaining  after  payment of all expenses  (including
attorneys' fees) incurred in the collection of such gross proceeds.

     "Notice"  means a  written  communication  delivered  by  hand,  or sent by
overnight courier,  or by certified or registered mail, postage prepaid,  return
receipt  requested,  to the Person to whom such communication is to be given, at
the following addresses:

         Lender:                      Bank of America, N.A.
                                      1070 West Patrick Street
                                      Frederick, Maryland 21703
                                      Attn: Richard C. Marshall, III

         Grantor:                     Danzer Industries, Inc.
                                      17500 York Road
                                      Hagerstown, Maryland 21740

         Trustee:                     PRLAP, Inc.
                                      c/o 1400 Best Plaza Drive
                                      Richmond, Virginia 23227

or at such other address as any party shall have notified the others of in the
manner set forth in this definition.

     "Obligations"   means  all  present  and  future  debts,   obligations  and
liabilities of the Grantor to the Beneficiary  and the Trustee arising  pursuant
to, and/or on account of the provisions of this Deed of Trust, the Notes, any of
the other Loan Documents,  including,  without limitation, (a) the obligation to
pay all principal (including,  again without limitation,  any principal advanced
after  the date of this  Deed of Trust  and any  principal  that is  repaid  and
re-advanced), interest, late charges and prepayment premiums (if any) due at any
time  under  the  Notes,   and  (b)  the   obligation   to  pay  all   Expenses,
indemnification payments and other sums due at any time under this Deed of Trust
together  with  interest  thereon  as  provided  in  Section  4.19,  and (c) the
obligation to perform,  observe and comply with all of the terms,  covenants and
conditions,  expressed or implied, which the Grantor is required by this Deed of
Trust and any of the other Loan Documents,  to perform,  observe or comply with,
and (d) any and all Hedge Obligations.

     "Permitted  Encumbrances"  means  (a) the  Encumbrances  set  forth  in the
Commitment  for Title  Insurance  No.  NB2-2043  issued on June 28, 2001, to the
Lender by Chicago Title Insurance  Company,  as updated to the date of this Deed
of Trust,  (b) this Deed of Trust,  (c) any  Leases so long as such  Leases  are
subject  and  subordinate  to this Deed of Trust and  otherwise  comply with the
terms of this Deed of Trust, (d) liens for Property Assessments which are either
(i) not delinquent, or (ii) being contested in accordance with the provisions of
Section 4.20, and (e) other liens in favor of Lender.

     "Person" means an  individual,  a  corporation,  a  partnership,  a limited
liability company, a joint venture, a trust, an unincorporated association,  any
Governmental Authority or any other entity.

     "Personalty"  means all of the Grantor's  interest in personal  property of
any kind or nature  whatsoever,  whether  tangible or intangible and whether now
owned or hereafter acquired,  which is used in the construction of, or is placed
upon,  or is  derived  from or used in  connection  with the  maintenance,  use,
occupancy or enjoyment of, the Property,  including, without limitation, (a) the
Equipment,  (b) the  Accounts,  (c) any  franchise  or  license  agreements  and
management  agreements entered into with respect to the Property or the business
conducted  therein (provided all of such agreements shall be subordinate to this
Deed of  Trust,  and  the  Beneficiary  shall  have  no  responsibility  for the
performance  of the  Grantor's  obligations  thereunder),  and (d) all plans and
specifications, contracts and subcontracts for the construction or repair of the
Improvements,  sewer and water taps,  allocations  and agreements for utilities,
bonds, permits, licenses,  guarantees,  warranties, causes of action, judgments,
Claims,  profits,  security  deposits,  utility  deposits,  refunds  of  fees or
deposits paid to any Governmental  Authority,  letters of credit and policies of
insurance; together with all Additions to the Personalty and Proceeds thereof.

     "Proceeds",  when used with respect to any of the  collateral  described in
this Deed of  Trust,  means all  proceeds  within  the  meaning  of the  Uniform
Commercial  Code of the State and shall also include the proceeds of any and all
insurance policies.

     "Property"  means the Land, the  Improvements  and the Personalty,  and all
Additions to, and Proceeds of, all of the foregoing.

     "Property  Assessments"  means all taxes,  payments in lieu of taxes, water
rents, sewer rents,  assessments,  condominium charges,  maintenance charges and
other  governmental  or municipal or public or private dues,  charges and levies
and any Liens (including federal tax liens) which are or may be levied,  imposed
or assessed  upon the  Property or any part  thereof,  or upon any Leases or any
Rents,  whether  levied  directly or indirectly  or as excise  taxes,  as income
taxes, or otherwise.

     "Real Property" means the Land and the Improvements,  and all Additions to,
and Proceeds of, each of the foregoing.

     "Reimbursement  Rate"  means a rate of  interest  equal at all times to the
"Default  Rate" set forth in the Notes.  In the event the Notes do not contain a
Default Rate, then the  Reimbursement  Rate shall be rate of interest  otherwise
set forth in the Notes,  plus four  percent  (4%) per  annum.  If the Notes have
conflicting  rates of  interest,  the  highest  such rate of  interest  shall be
applicable.  Whenever this Deed of Trust provides for interest to be paid at the
Reimbursement  Rate, the Reimbursement  Rate shall be calculated on the basis of
the  365/360  day  method  (a  daily  amount  of  interest  is  computed  for  a
hypothetical year of 360 days; that amount is multiplied by the actual number of
days for which interest is accruing.

     "Rents"  means all of the  rents,  royalties,  issues,  profits,  revenues,
earnings,  income and other benefits of the Property, or arising from the use or
enjoyment of the Property, or from any Lease or other use or occupancy agreement
pertaining to the Property.

     "Swap Contract" means any document  instrument or agreement between Grantor
and Beneficiary or any affiliate of Beneficiary, now existing or entered into in
the  future,  relating  to an  interest  rate  swap  transaction,  forward  rate
transaction,  interest  rate  cap,  floor or  collar  transaction,  any  similar
transaction,  any option to enter into any of the foregoing, and any combination
of the foregoing, which agreement may be oral or in writing, including,  without
limitation,  any master  agreement  relating to or  governing  any or all of the
foregoing and any related schedule or confirmation, each as amended from time to
time.

     "Swap Contract Obligations" means any and all obligations owing or incurred
by the Grantor  under any Swap Contract with respect to which there is a writing
evidencing  the parties'  agreement  that said Swap Contract shall be secured by
this Deed of Trust.

     "State" means the State of Maryland.

     "Taxes"  means  all taxes  and  assessments  whether  general  or  special,
ordinary or extraordinary,  or foreseen or unforeseen,  which at any time may be
assessed,  levied,  confirmed  or  imposed  on  the  Grantor  or on  any  of its
properties or assets or any part thereof or in respect of any of its franchises,
businesses, income or profits.

     "Transfer"  means any direct or indirect  sale,  assignment,  conveyance or
transfer,  including,  without  limitation,  any  contract or agreement to sell,
assign, convey or transfer, whether made with or without consideration.

     "Trustee"  means PRLAP,  Inc. or its  successors in trust who may be acting
under and pursuant to this Deed of Trust from time to time.

     Section  1.02.  Rules  of  Construction.   The  words  "hereof",  "herein",
"hereunder",  "hereto",  and other words of-similar import refer to this Deed of
Trust in its  entirety.  The terms  "agree"  and  "agreements"  mean and include
"covenant"  and  "covenants".  The  headings  of  this  Deed  of  Trust  are for
convenience  only and shall  not  define or limit  the  provisions  hereof.  All
references (a) made in the neuter,  masculine or feminine gender shall be deemed
to have been made in all such genders, (b) made in the singular or plural number
shall be deemed to have  been  made,  respectively,  in the  plural or  singular
number as well,  (c) to the Land,  Improvements,  Personalty,  Real  Property or
Property shall mean all or any portion of each of the  foregoing,  respectively,
and (d) to Section numbers are to the respective Sections contained in this Deed
of Trust unless expressly indicated otherwise. If the Grantor is two (2) or more
Persons,  the term "Grantor" shall also refer to all of the Persons signing this
Deed of Trust as a Grantor, and to each of them, and all of them are jointly and
severally bound, obligated and liable hereunder.  The Trustee or the Beneficiary
may release,  compromise,  modify or settle with any of the Grantor, in whole or
in  part,  without  impairing,   lessening  or  affecting  the  obligations  and
liabilities  of the others of the Grantor  hereunder or under the Notes.  Any of
the acts mentioned aforesaid may be done without `the approval or consent of, or
notice to, any of the Grantor.

         Article II. Granting Clauses; Condition of Grant. In order to secure
the prompt payment and performance of the Obligations, the Grantor (a) grants,
bargains, sells and conveys the Real Property unto the Trustee in trust for the
benefit of the Beneficiary, to have and to hold the Real Property unto the
Trustee in fee simple forever; provided that, the Grantor may retain possession
of the Real Property until the occurrence of an Event of Default; and (b) grants
the Beneficiary a lien on, and security interest in, the Personalty; and (c)
unconditionally and absolutely assigns the Leases and Rents to the Beneficiary
(but subject to the license for collection of Rents described in Section 4.14
(b)); and (d) assigns to, and grants the Beneficiary a security interest in, any
Contracts of Sale; and (e) assigns to the Beneficiary all Condemnation Awards
and any insurance proceeds payable with respect to any Casualty. If and when the
Grantor has paid and performed all of the Obligations, the Trustee, upon request
by the Beneficiary, will provide a release of this Deed of Trust to the Grantor.
The Grantor shall be responsible for the recordation of such release and payment
of any recording costs.

     Article  III.  Representations  and  Warranties.   The  Grantor  makes  the
following representations and warranties to the Beneficiary:

     Section  3.01.  Organization,  Power and  Authority  of the  Grantor:  Loan
Documents. The Grantor (a) is a corporation duly organized, existing and in good
standing  under the laws of the State,  and is duly qualified to do business and
in good  standing in all other  states in which its  properties  are located (if
different  from the state of its  formation) and in any other state in which the
Grantor conducts business,  and (b) has the power,  authority and legal right to
own its  property  and carry on the  business  now being  conducted by it and to
engage in the transactions contemplated by the Loan Documents. The execution and
delivery of, and the carrying out of the transactions  contemplated by, the Loan
Documents  executed by the Grantor,  and the  performance  and observance of the
terms and conditions of such Loan  Documents,  have been duly  authorized by all
necessary  corporate  action of the  Grantor.  The Loan  Documents  to which the
Grantor is a party  constitute the valid and legally binding  obligations of the
Grantor and are fully  enforceable  against the Grantor in accordance with their
respective terms.

     Section 3.02. Other  Documents;  Laws. The execution and performance of the
Loan Documents  executed by the Grantor and the consummation of the transactions
contemplated  thereby  will not  conflict  with,  result  in any  breach  of, or
constitute a default  under,  the bylaws of the Grantor or any  contract,  other
agreement,  document or other  instrument  to which the Grantor is a party or by
which the Grantor may be bound or  affected,  and do not and will not violate or
contravene any Law to which the Grantor is subject.

     Section 3.03. Taxes. The Grantor has filed all federal,  state,  county and
municipal  Tax  returns  required to have been filed by the Grantor and has paid
all Taxes which have become due  pursuant to such returns or pursuant to any Tax
assessments received by the Grantor.

     Section 3.04.  Legal  Actions.  There are no (a) Claims  pending or, to the
best of the Grantor's knowledge and belief, threatened, against or affecting the
Grantor, the Grantor's business or the Property, or (b) investigations at law or
in equity, before or by any court or Governmental Authority,  pending or, to the
best of the Grantor's knowledge and belief, threatened, against or affecting the
Grantor,  the Grantor's business or the Property.  The Grantor is not in default
with respect to any order,  writ,  injunction,  decree or demand of any court or
any Governmental Authority affecting the Grantor or the Property.

     Section 3.05. Nature of Loans: Usury; Disclosures. The Loans are being made
solely for the  purpose of carrying  on or  acquiring  a business or  commercial
enterprise.  The rate of interest  charged on the Loans does not,  and will not,
violate any usury Law or interest rate limitation.  The Loans are not subject to
the federal Consumer Credit  Protection Act (15  U.S.C.ss.1601 et. seq.) nor any
other  federal or state  disclosure  or consumer  protection  laws.  The Grantor
represents  and  warrants  that  this  Deed of Trust is  supported  by  valuable
consideration and that the Grantor will benefit from the making of the Loans.

     Section 3.06.  Trade Names.  The Grantor engages in business under the name
set forth at the  beginning  of this  Deed of Trust,  and does not use any other
trade names.

     Section  3.07.  Warranty of Title.  The Grantor is (a) the owner of the fee
simple  legal  title  to  the  Real  Property,  (b)  except  for  the  Permitted
Encumbrances,  the owner of all of the beneficial  and/or equitable  interest in
and to the Real  Property,  and (c)  lawfully  seized and  possessed of the Real
Property.  The Grantor has the right and  authority to convey the Real  Property
and does hereby warrant  specially,  and agrees to defend, the Real Property and
the title thereto,  whether now owned or hereafter acquired,  against all Claims
by any Person claiming by, through,  or under the Grantor.  The Real Property is
subject to no Encumbrances other than the Permitted Encumbrances.

     Section  3.08.  Property  Assessments.  The Real  Property is assessed  for
purposes of Property  Assessments  as a separate  and  distinct  parcel from any
other  property,  such that the Real Property  shall never become subject to the
Lien of any Property  Assessments  levied or assessed against any property other
than the Real Property.

     Section  3.09.  Independence  of the Real  Property.  No  building or other
improvements  on  property  not  covered  by this Deed of Trust rely on the Real
Property or any interest  therein to fulfill any requirement of any Governmental
Authority for the existence of such property, building or improvements; and none
of the Real Property  relies,  or will rely, on any property not covered by this
Deed of  Trust  or any  interest  therein  to  fulfill  any  requirement  of any
Governmental Authority.  The Real Property has been properly subdivided from all
other  property  in  accordance   with  the   requirements   of  any  applicable
Governmental Authorities.

     Section 3.10. Existing Improvements.  Existing  Improvements,  if any, were
constructed,  and are being maintained,  in accordance with all applicable Laws,
including, without limitation, zoning Laws.

     Section 3.11. Personaltv.  The Grantor has good title to the Equipment, and
the  Personalty  is not  subject to any  Encumbrance  other  than the  Permitted
Encumbrances.

     Section  3.12.  Leases,  Rents,  Contracts of Sale.  The Leases,  Rents and
Contracts of Sale are not subject to any  Encumbrance  other than the  Permitted
Encumbrances.

     Section 3.13. Presence of Hazardous Materials or Contamination:  Compliance
With  Environmental  Requirements.  To the best of the  Grantor's  knowledge and
belief, (a) no Hazardous Materials are currently located on the Property, nor is
the Property affected by any Hazardous Materials Contamination, (b) the Property
has  never  been  used  as  a  manufacturing,  storage,  treatment,  processing,
recycling or disposal site for Hazardous  Materials,  and (c) no property in the
vicinity of the Real  Property has ever been used as a  manufacturing,  storage,
treatment,  processing,  recycling or disposal site for Hazardous Materials, nor
is any such property affected by Hazardous Materials Contamination.  The present
condition  and uses of, and  activities  on, the  Property  do not  violate  any
Environmental  Requirement  and the uses of the  Property  which the Grantor and
each tenant and subtenant,  if any, intend in the future to make of the Property
comply and will comply with all applicable Environmental  Requirements.  Neither
the  Grantor,  nor to the  Grantor's  knowledge,  any tenant or  subtenant,  has
obtained  or is  required  to  obtain  any  permit  or  other  authorization  to
construct,  occupy,  operate,  use or conduct any  activity  on, the Property by
reason of any Environmental Requirement. The Grantor has received no notice, and
is not aware, of any Claim involving a violation of any Environment  Requirement
with respect to the Property or any parcel in the vicinity of the Real  Property
or any  operation  conducted on the Property or on any parcel in the vicinity of
the Real  Property.  There is no  Environmental  Requirement  which requires any
work, repair,  construction,  capital expenditure, or other remedial work of any
nature whatsoever to be undertaken with respect to the Property.

          Section 3.14. Financial  Statements.  Any and all financial statements
     heretofore  delivered  by the Grantor and any other party or parties to the
     Beneficiary  are true and correct in all  respects,  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  consistently
     applied,  and fairly  present the  respective  financial  conditions of the
     subjects  thereof as of the respective  dates thereof.  No material adverse
     change has occurred in the financial conditions reflected therein since the
     respective dates thereof and no material  additional  liabilities have been
     incurred by the  Grantor or any such other party or parties  since the date
     thereof  other than the  borrowings  contemplated  herein or as approved in
     writing by the Beneficiary.

          Article IV. Affirmative Covenants.
                      ---------------------

          Section 4.01.  Obligations.  The Grantor agrees to promptly pay and/or
     perform or cause to be paid and/or performed all of the  Obligations,  time
     being of the essence in each case.

          Section  4.02.  Insurance.  The Grantor  shall  maintain the following
     insurance at its sole cost and expense:


               (a) Insurance  against Casualty to the Property under a policy or
          policies  covering  such risks as are  ordinarily  insured  against by
          similar  businesses,  but  in any  event  including  fire,  lightning,
          windstorm, hail, explosion, damage from subsoil conditions, riot, riot
          attending a strike,  civil  commotion,  damage from  aircraft,  smoke,
          vandalism and malicious  mischief.  Unless otherwise agreed in writing
          by the Beneficiary, such insurance shall be for the greater of (i) the
          full  insurable  value of the  Property,  or (ii)  the full  aggregate
          principal amount of the Loans. The deductible amount under such policy
          or policies shall not exceed $5,000.  No policy of insurance  shall be
          written  such that the  proceeds  thereof  will  produce less than the
          minimum  coverage  required by this Section by reason of  co-insurance
          provisions or  otherwise.  The term "full  insurable  value" means the
          actual  replacement  cost of the Property  (excluding  foundation  and
          excavation  costs and costs of underground  flues,  pipes,  drains and
          other  uninsurable  items)  . The  "full  insurable  value"  shall  be
          determined  from time to time at the request of the  Beneficiary  (but
          not more  frequently than once every year except during the occurrence
          of an Event of Default) by an appraiser or appraisal company or one of
          the  insurers,  who shall be selected  and paid for by the Grantor but
          subject to the Beneficiary's approval.

               (b) Comprehensive general public liability insurance for injuries
          to  Persons  and  damage  to  property,  in  limits  of not less  than
          $1,000,000  for any one occurrence and $3,000,000 for the aggregate of
          all occurrences during any given annual policy period.  Such insurance
          shall name the Beneficiary as an additional insured.

               (c)  Workers'  compensation  insurance  for all  employees of the
          Grantor in such amount as is required by Law.

               (d) During  any period of  construction  upon the  Property,  the
          Grantor shall  maintain,  or cause others to maintain,  builder's risk
          insurance  (non-reporting form) of the type customarily carried in the
          case of similar  construction for the full replacement cost of work in
          place and materials stored at or upon the Property.

               (e) If at any  time  the  Property  is in an area  that  has been
          identified  as having  special flood and mudslide  hazards,  and flood
          insurance is available in such area,  the Grantor  shall  purchase and
          maintain a flood insurance policy in form and amount acceptable to the
          Beneficiary.  In the event that the  Property is not in an area having
          special flood and mudslide  hazards,  the Grantor shall deliver to the
          Beneficiary  upon request  evidence  satisfactory  to the  Beneficiary
          stating  that the  Property is not in such a flood or mudslide  hazard
          area.

               (f) Business  interruption  insurance in an amount  acceptable to
          the Beneficiary.

               (g) The  Grantor  will  obtain  and keep in force  such other and
          further  insurance  as  may be  required  from  time  to  time  by the
          Beneficiary in order to comply with regular requirements and practices
          of the Beneficiary in similar  transactions.  Each policy of insurance
          shall (i) be issued by one or more recognized,  financially  sound and
          responsible  insurance companies approved by the Beneficiary and which
          are  qualified  or  authorized  by the Laws of the State to assume the
          risks  covered by such  policy,  (ii) with  respect  to the  insurance
          described under the preceding  subsections (a), (d), (e) and (f), have
          attached thereto standard  non-contributing,  non-reporting  mortgagee
          clauses in favor of and entitling the Beneficiary without contribution
          to collect any and all proceeds  payable under such  insurance,  (iii)
          provide that such policy shall not be cancelled or modified without at
          least thirty (30) days prior written  notice to the  Beneficiary,  and
          (iv)  provide  that any loss  otherwise  payable  thereunder  shall be
          payable  notwithstanding  any act or  negligence  of the Grantor which
          might, absent such agreement,  result in a forfeiture of all or a part
          of  such  insurance  payment.   Unless  an  escrow  account  has  been
          established  for insurance  premiums  pursuant to.  Section 4.05,  the
          Grantor  shall  promptly pay all premiums  when due on such  insurance
          and, not less than thirty (30) days prior to the  expiration  dates of
          each such  policy,  the  Grantor  will  deliver to the  Beneficiary  a
          renewal  policy or policies  marked  "premium  paid" or accompanied by
          other evidence of payment satisfactory to the Beneficiary. The Grantor
          will immediately  give the Beneficiary  Notice of any cancellation of,
          or change in, any insurance policy. The Beneficiary shall not, because
          of accepting,  rejecting,  approving or obtaining insurance, incur any
          liability  for  (i)  the  existence,   nonexistence,   form  or  legal
          sufficiency  thereof,  (ii) the solvency of any insurer,  or (iii) the
          payment of losses.

     Section 4.03.  Adiustment of Condemnation and Insurance Claims. The Grantor
shall give prompt Notice to the Beneficiary of any Casualty or any  Condemnation
or threatened Condemnation.  The Beneficiary is authorized,  at its sole option,
to commence,  appear in and  prosecute,  in its own or the Grantor's  name,  any
action or proceeding relating to any Condemnation or Casualty,  and to settle or
compromise any Claim in connection therewith.  In such case, the Beneficiary may
also  deduct  from any  payment all of its  Expenses.  The  Beneficiary  agrees,
however,  that, so long as no Event of Default has occurred,  it will not settle
or compromise  any such Claim without the prior written  consent of the Grantor,
which consent shall not be unreasonably  withheld or delayed. If the Beneficiary
elects  not to  adjust a Claim,  the  Grantor  agrees  to  promptly  pursue  the
settlement  and  compromise of the Claim subject to the  Beneficiary's  approval
which will not be unreasonably  withheld or delayed. If, prior to the receipt by
the Beneficiary of any Condemnation  Award or insurance  proceeds,  the Property
shall have been sold pursuant to the provisions of Section 7.02, the Beneficiary
shall have the right to receive  such funds to the extent of (a) any  deficiency
found  to be  due  upon  such  sale  with  interest  thereon  (whether  or not a
deficiency judgment on this Deed of Trust shall have been sought or recovered or
denied),  and (b) necessary to reimburse the Beneficiary  for its Expenses.  The
Grantor agrees to execute and deliver from time to time, upon the request of the
Beneficiary,  such further  instruments  or documents as may be requested by the
Beneficiary  to  confirm  the grant and  assignment  to the  Beneficiary  of any
Condemnation Awards or insurance proceeds.

     Section 4.04.  Application of Net Proceeds. Net Proceeds must be applied to
either  (a)  the  payment  of the  Obligations,  or (b) the  restoration  of the
Property. The Beneficiary shall determine, in its sole discretion, the manner in
which Net Proceeds are to be applied. In the event that, and to the extent that,
Net Proceeds are to be applied to the  restoration of the Property,  each of the
following conditions must also be met and complied with:

          (a) An escrow account shall have been established with the Beneficiary
     composed of Net Proceeds,  and, if necessary,  additional  deposits made by
     the Grantor, which, in the sole judgment of the Beneficiary,  is sufficient
     to restore the Property to its use, value and condition  immediately  prior
     to the Casualty or Condemnation.  The Beneficiary shall be entitled, at the
     expense of the Grantor,  to consult such  professionals  as the Beneficiary
     may deem necessary, in its sole discretion, to determine the total costs of
     restoring  the  Property.  No interest  will be paid on funds in the escrow
     account.  The  Grantor  hereby  assigns  to, and grants the  Beneficiary  a
     security  interest in, such escrow  account and the funds therein to secure
     the payment and performance of the Obligations.

          (b) All Leases must continue in full force and effect (subject to rent
     abatement  during  restoration  as may be  provided  in the  Leases) or, if
     terminated,  the  terminated  Leases must have been replaced with Leases of
     equal quality in the  reasonable  judgment of the  Beneficiary.  Any tenant
     having  the  right  to   terminate   its  Lease  due  to  the  Casualty  or
     Condemnation,  and which has not exercised that right, shall have confirmed
     in writing to the Beneficiary its  irrevocable  waiver of such  termination
     right.

          (c) Proceeds from rental loss or business interruption  insurance,  or
     both,  or other moneys of the Grantor,  must be available to the Grantor in
     such amounts as the  Beneficiary,  in its  reasonable  judgment,  considers
     sufficient  to pay the debt  service  under  the  Notes,  and all  Property
     Assessments,  insurance  premiums  and  other  sums  becoming  due from the
     Grantor  pursuant  to this  Deed of Trust  and the  Notes  during  the time
     required for restoration.

          (d) All  restoration  will be conducted  under the  supervision  of an
     architect  or engineer,  or both,  selected and paid for by the Grantor and
     approved in advance by the  Beneficiary,  and by a general  contractor  who
     shall be approved by the  Beneficiary and shall have executed a fixed price
     contract.

          (e)  The  restoration   will  be  performed   pursuant  to  plans  and
     specifications approved by the Beneficiary.

          (f) If required by the Beneficiary at its sole option,  the contractor
     or contractors  responsible for the restoration shall have obtained payment
     and performance bonds from a corporate surety acceptable to the Beneficiary
     and naming the Beneficiary as dual obligee.

If any of the foregoing conditions are not satisfied, the Beneficiary may, in
its sole discretion, apply Net Proceeds to the payment of the Obligations.

         If applied to restoration, Net Proceeds (and any other funds required
to be deposited with the Beneficiary) shall be disbursed from time to time in
accordance with the terms and conditions of the construction loan agreement most
commonly used by the Beneficiary at the time of the Casualty or Condemnation for
major commercial construction loans, and subject also to the following
conditions (which shall control in the event of any conflict with the provisions
of such construction loan agreement)

          (a)  Restoration  shall  commence  within  thirty (30) days  following
     receipt  of the Net  Proceeds  by the  Beneficiary  and shall be  completed
     within such time as may be  determined  by the  Beneficiary  in view of the
     extent  of the  Casualty  or  Condemnation  but,  in any  event,  shall  be
     completed  within a  reasonable  period after the date the Net Proceeds are
     received.

          (b) At the time of each disbursement, no Default shall have occurred.

          (c) Restoration shall be performed in accordance with the requirements
     of Section 5.04.

          (d) With respect to each  disbursement and  accompanying  each request
     thereof or, there shall be delivered to the  Beneficiary  (i) a certificate
     addressed to the Beneficiary from the architect or engineer supervising the
     restoration   stating  that  such  disbursement  is  to  pay  the  cost  of
     restoration  not  paid  previously  by any  prior  disbursement,  that  all
     restoration completed to the date of such certificate has been completed in
     accordance with applicable Laws and the approved plans and  specifications,
     and  that  the  amount  of  such  disbursement,  together  with  all  other
     disbursements, does not exceed ninety percent (90%) of the aggregate of all
     costs incurred or paid on account of work, labor or services  performed on,
     and materials  installed in, the Property at the date of such  certificate,
     and (ii)  evidence  satisfactory  to the  Beneficiary  that all Claims then
     existing for labor,  services and materials  have been paid in full or will
     be paid in full from the proceeds of the disbursement requested.

          (e) The final ten percent (10%)  holdback shall be disbursed only upon
     delivery to the Beneficiary, in addition to the items required in paragraph
     (d) above, of the following:

               (i)   Final   waivers   of  Liens   from  all   contractors   and
          subcontractors.

               (ii) A certificate of the architect or engineer  stating that the
          restoration  has been completed in a good and workmanlike  manner,  in
          accordance   with  the  plans  and   specification   approved  by  the
          Beneficiary and in accordance with all applicable Laws.

               (iii) An estoppel affidavit from each tenant occupying or leasing
          space in the  Property  stating  that its  Lease is in full  force and
          effect.

          (f)  Immediately  upon the  occurrence  of any Event of  Default,  the
     Beneficiary  may apply Net Proceeds and any other sums  deposited  with the
     Beneficiary to the repayment of the Obligations.

     Section 4.05.  Property  Assessments;  Escrow. (a) Unless an escrow account
for payment of Property Assessments is created pursuant to subsection (C) below,
the  Grantor  will  (i)  promptly  pay  in  full  and   discharge  all  Property
Assessments,  and (ii) exhibit to the  Beneficiary,  upon demand,  the receipted
bills for such Property  Assessments  prior to the day upon which the same shall
become delinquent. Property Assessments shall be considered delinquent as of the
first day any interest or penalties commence to accrue thereon.

          (b) In the event of the passage of any Law  subsequent  to the date of
     this Deed of Trust in any  manner  changing  or  modifying  the Laws now in
     force governing the taxation of deeds of trust or debts secured by deeds of
     trust or the manner of collecting any such taxes so as to adversely  affect
     the Beneficiary (including, without limitation, a requirement that internal
     revenue  stamps be  affixed  to this Deed of Trust or any of the other Loan
     Documents),  the  Grantor  will  promptly  pay any such tax. If the Grantor
     fails to make such prompt payment, or if any Law prohibits the Grantor from
     making such payment or would penalize the  Beneficiary if the Grantor makes
     such payment,  then the entire  unpaid  balance of the  obligations  shall,
     without  Notice,  immediately  become due and payable at the sole option of
     the  Beneficiary.  In no  event,  however,  shall any  income  taxes of the
     Beneficiary or franchise  taxes of the Beneficiary  measured by income,  or
     taxes in lieu of such income  taxes or franchise  taxes,  be required to be
     paid by the Grantor.

          (c)  During the  occurrence  of an Event of  Default  hereunder,  upon
     demand  by the  Beneficiary,  the  Grantor  shall  pay  to the  Beneficiary
     monthly,  on any date  selected  by the  Beneficiary,  such  amount  as the
     Beneficiary  from time to time estimates will generate  sufficient funds to
     pay all Property  Assessments  and premiums for the  insurance  required by
     Section  4.02  prior to the date such  Property  Assessments  or  insurance
     premiums next become due. The Beneficiary's estimates shall be based on the
     amounts actually  payable or, if unknown,  on the amounts actually paid for
     the year  preceding  that for  which  such  payments  are being  made.  Any
     deficiencies  shall be promptly paid by the Grantor to the  Beneficiary  on
     demand.  The Grantor shall transmit bills for the Property  Assessments and
     insurance  premiums  to the  Beneficiary  as soon  as  received.  When  the
     Beneficiary  has  received  from  the  Grantor,  or on its  account,  funds
     sufficient  to pay the same,  the  Beneficiary  shall,  except as  provided
     below,  pay  such  bills.  Payments  for such  purposes  may be made by the
     Beneficiary at its discretion even though subsequent owners of the Property
     may benefit thereby.  Upon foreclosure or release of this Deed of Trust or,
     to the extent permitted by Law, upon the occurrence of an Event of Default,
     the  Beneficiary  may apply any sums so  deposited  to the  payment  of the
     Obligations.  If from time to time funds are accumulated under the terms of
     this Section in excess of the amount needed to pay the Property Assessments
     and such insurance  premiums,  the Grantor at least annually shall be given
     the option of (i) receiving a refund of the excess funds, (ii) applying the
     excess funds to the payment of the Obligations (provided prepayment is then
     permitted  without penalty pursuant to the Notes),  or (iii) permitting the
     excess funds to remain in the escrow account  established  pursuant to this
     Section.  If the  Grantor  fails to give Notice to the  Beneficiary  of its
     intent with respect to the  application  of the excess funds as provided in
     this Section  within sixty (60) days from the date the  Beneficiary  mailed
     notice of the  accumulation  of the excess  funds,  the  Beneficiary  shall
     promptly  return the excess  funds to the  Grantor.  Within sixty (60) days
     after  receipt  from the  Grantor  of a Notice  requesting  a  refund,  the
     Beneficiary shall also return excess funds to the Grantor.

     Section 4.06.  Compliance  with Laws.  The Grantor will comply with and not
violate, and cause to be complied with and not violated,  all present and future
Laws applicable to the Property and its use and operation.

     Section 4.07.  Maintenance and Repair of the Property.  The Grantor, at the
Grantor's  sole  expense,  will (a) keep and maintain the  Improvements  and the
Equipment  in good  condition,  working  order  and  repair,  and (b)  make  all
necessary  or  appropriate   repairs  and  Additions  to  the  Improvements  and
Equipment,  so that each part of the Improvements and all of the Equipment shall
at all times be in good condition and fit and proper for the respective purposes
for which they were originally intended, erected, or installed.

     Section 4.08.  Additions to Security.  All right, title and interest of the
Grantor in and to all Improvements and Additions hereafter constructed or placed
on the Property and in and to any Equipment  hereafter  acquired shall,  without
any further deed of trust,  conveyance,  assignment or other act by the Grantor,
become  subject to the Lien of this Deed of Trust as fully and  completely,  and
with the same  effect,  as though  now  owned by the  Grantor  and  specifically
described  in the granting  clauses  hereof.  The Grantor  agrees,  however,  to
execute and deliver to the Trustee and/or the Beneficiary such further documents
as may be required pursuant to Section 9.02.

     Section 4.09. Inspection.  The Grantor will permit the Beneficiary,  or any
Person  authorized  by the  Beneficiary,  to enter and make  inspections  of the
Property  at all  reasonable  times  and as  often  as may be  requested  by the
Beneficiary.

     Section  4.10.  Management.  The Grantor at all times shall provide for the
competent  and  responsible  management  and  operation  of  the  Property.  Any
management  contract or contracts  affecting  the  Property  must be approved in
writing by the Beneficiary prior to the execution of the same.

     Section  4.11.  Books and Records.  The Grantor will keep and maintain full
and  accurate  records  and books  administered  in  accordance  with  generally
accepted  accounting  principles,  consistently  applied,  showing in detail the
earnings and expenses of the Property  and the  operation  thereof.  The Grantor
shall permit the Beneficiary,  or any Person  authorized by the Beneficiary,  to
inspect and examine such records and books  (regardless of where maintained) and
all  supporting  vouchers and data and to make copies and extracts  therefrom at
all reasonable times and as often as may be requested by the Beneficiary.

     Section 4.12. Estoppel Certificates. Within ten (10) days after any request
by the Beneficiary or a proposed assignee or purchaser of the Loans, the Grantor
shall certify in writing to the  Beneficiary,  or to such  proposed  assignee or
purchaser,  the then unpaid balance of the Loans and whether the Grantor has any
right  of  defense  or  setoff  to  the  payment  or  performance  of any of the
Obligations.

     Section 4.13. Subrogation.  To the extent permitted by Law, the Beneficiary
shall be subrogated,  notwithstanding  its release of record, to any Lien now or
hereafter  existing  on the  Property  to the  extent  that such Lien is paid or
discharged  by the  Beneficiary  whether or not from the  proceeds of the Loans.
This  Section  shall  not be deemed  or  construed,  however,  to  obligate  the
Beneficiary to pay or discharge any Lien.

     Section 4.14.  Leases.  (a) The Beneficiary shall have the right to approve
any Lease executed after the date of this Deed of Trust as to form,  content and
financial  strength of the tenant.  All such Leases shall be  subordinate to the
operation  and effect of this Deed of Trust and,  at the  Beneficiary's  option,
shall include subordination provisions acceptable to the Beneficiary in its sole
and absolute discretion.  At any time, within thirty (30) days after Notice from
the  Beneficiary,  the  Grantor  will  deliver  to  the  Beneficiary  a  written
description in such  reasonable  detail as the Beneficiary may request of all of
the Leases, including,  without limitation,  the names of all tenants, the terms
of all Leases and the Rents payable  under all Leases and the current  status of
such Rents,  and, on demand,  the Grantor will furnish to the Beneficiary  fully
executed copies of any Leases and such  subordination and attornment  agreements
as the  Beneficiary  may  request.  If any Lease  provides for the giving by the
tenant of  certificates  with  respect to the status of such Lease,  the Grantor
shall exercise its right to require such certificate  within ten (10) days after
any request by the Beneficiary. Within thirty (30) days after any request by the
Beneficiary,  the Grantor will notify all tenants  under  existing  Leases,  and
agrees to  thereafter  notify all  tenants  under  future  Leases,  that (i) the
Grantor  collects and receives all Rents  pursuant to the license  granted to it
hereunder,  and (ii) upon Notice from the Beneficiary that such license has been
revoked, the tenant shall pay all unpaid Rent directly to the Beneficiary.

          (b) So long as no Event of Default has  occurred,  the  Grantor  shall
     have a license (which  license shall  terminate  automatically  and without
     Notice upon the occurrence of an Event of Default) to collect upon, but not
     prior to  accrual,  the  Rents  under the  Leases  and,  where  applicable,
     subleases, such Rents to be held in trust for the Beneficiary.  Each month,
     provided  no Event of Default  has  occurred,  the  Grantor may retain such
     Rents as were collected  that month and held in trust for the  Beneficiary.
     Upon  revocation of such license and following  notification to the tenants
     under the Leases by the  Beneficiary  or the  Trustee  that Rents are to be
     paid  to  the  Beneficiary,  all  Rents  shall  be  paid  directly  to  the
     Beneficiary and not through the Grantor. A demand by the Beneficiary on any
     tenant for the payment of Rent shall be  sufficient  to warrant such tenant
     to make future payments of Rent to the Beneficiary without the necessity of
     further consent by the Grantor.

          (c) The  Grantor,  at its  sole  cost and  expense,  will use its best
     efforts to  enforce or secure,  or cause to be  enforced  or  secured,  the
     performance of each and every  obligation and undertaking of the respective
     tenants  under any Leases and will appear in and  defend,  at its sole cost
     and  expense,  any action or  proceeding  arising  under,  or in any manner
     connected with, such Leases.

          (d) The Grantor will not assign the whole or any part of the Leases or
     Rents  without  the  prior  written  consent  of the  Beneficiary,  and any
     assignment without such consent shall be null and void.

          (e) The Grantor will promptly perform all of its obligations under any
     Leases.  The Grantor  will not,  without the prior  written  consent of the
     Beneficiary,  (i)  cancel,  terminate,  accept a surrender  of,  reduce the
     payment of rent under,  or accept any  prepayment of rent for more than one
     (1)  month  in  advance  under,  any  Lease,  or (ii)  permit a Lien on the
     Property superior to any Lease, other than this Deed of Trust.

          (f) All Leases,  although  subordinate to this Deed of Trust, shall be
     subject to the condition  (and this Deed of Trust so  authorizes)  that, in
     the event of any sale of the Property pursuant to the provisions of Section
     7.02,  the  Leases  shall,  at the sole  option of the  Beneficiary  or any
     purchaser at such sale, either (i) continue in full force and effect as set
     forth in the  required  advertisement  of sale,  and the  tenant or tenants
     thereunder  will,  upon request,  attorn to and  acknowledge in writing the
     purchaser or  purchasers at such sale or sales as landlord  thereunder,  or
     (ii) upon notice to such effect  from the  Beneficiary,  the Trustee or any
     purchaser or purchasers, terminate within ninety (90) days from the date of
     sale.  As to any  Lease,  neither  the  Beneficiary  nor any  purchaser  or
     purchasers  at  foreclosure  shall be bound by any payment of rent for more
     than one (1) month in advance or by any  amendment or  modification  of the
     Lease  made  without  the prior  written  consent  of the  Beneficiary  or,
     subsequent to a foreclosure sale, such purchaser or purchasers.

          (g)  Neither the Trustee nor the  Beneficiary  shall be  obligated  to
     perform or discharge any  obligation  of the Grantor under any Lease.  This
     assignment  of the  Leases in no manner  places on the  Beneficiary  or the
     Trustee any responsibility for (i) the control,  care, management or repair
     of the Property,  (ii) the carrying out of any of the terms and  conditions
     of the  Leases,  (iii) any waste  committed  on the  Property,  or (iv) any
     dangerous  or  defective  condition  on  the  Property  (whether  known  or
     unknown)..  The Grantor agrees to indemnify the Trustee and the Beneficiary
     for, and forever hold them harmless  from,  any and all Claims  arising out
     of, or in connection with, any Leases or any assignment thereof.

     Section  4.15.  Contracts  of Sale.  Each  Contract  of Sale  covering  the
Property  or any  portion  thereof  shall be in form and for a price  reasonably
approved by the Beneficiary. The Grantor irrevocably authorizes the Beneficiary,
at its sole option, to collect, in the name of the Grantor or in its own name as
assignee,  all  payments  due or to become due under any  Contract of Sale.  The
Grantor agrees that it will facilitate in every reasonable way the collection by
the  Beneficiary  of such  payments,  and  will,  upon  written  request  by the
Beneficiary,  execute a written  notice and deliver  the same to each  purchaser
directing the purchaser to make such  payments to the  Beneficiary.  In no event
shall the Beneficiary be accountable  for more moneys than it actually  receives
pursuant  to a Contract  of Sale,  nor shall the  Beneficiary  be liable for any
failure to collect  payments  under any Contract of Sale. The right to determine
the method of collection  and the extent to which the  enforcement of collection
shall be prosecuted is reserved to the sole discretion of the  Beneficiary.  The
Grantor, without the prior written consent of the Beneficiary,  will not execute
any further  assignment of any Contract of Sale or the payments due  thereunder.
The  Grantor  shall  furnish  to the  Beneficiary,  within ten (10) days after a
written request from the  Beneficiary,  a written  certification  containing the
names of all  contract  purchasers  of the  Property  and  shall  attach to such
certification a copy of any Contract of Sale.  Nothing contained in this Section
shall (a) be  construed as a consent by the  Beneficiary  to any Transfer of the
Property,  or (b)  constitute  a  delegation  to the  Beneficiary  of any of the
Grantor's  duties or obligations  under any Contract of Sale. The Grantor agrees
to indemnify the Beneficiary and the Trustee for, and forever hold them harmless
from, any Claim arising out of, or in connection with, any Contract of Sale.

     Section 4.16. Taxes. The Grantor shall pay and discharge all Taxes prior to
the date on which  penalties are attached  thereto unless and to the extent only
that such Taxes are contested in accordance with Section 4.20.

     Section 4.17. Hazardous Materials; Contamination. (a) The Grantor agrees to
(i) give Notice to the  Beneficiary  immediately  upon the  Grantor's  acquiring
knowledge of the presence of any  Hazardous  Materials on the Property or of any
Hazardous Materials Contamination or of any Claim made or threatened against the
Grantor or the Property  with respect to any  Environmental  Requirement  with a
full description thereof; (ii) at the Grantor's sole cost and expense,  promptly
comply with any and all Environmental  Requirements  relating to the Property or
such Hazardous  Materials or Hazardous  Materials  Contamination and provide the
Beneficiary with  satisfactory  evidence of such  compliance;  (iii) provide the
Beneficiary,  within thirty (30) days after a demand by the Beneficiary,  with a
bond,  letter  of  credit  or  similar  financial  assurance  evidencing  to the
Beneficiary's  satisfaction  that the  necessary  funds are available to pay the
cost of complying with such  Environmental  Requirements and removing,  treating
and disposing of such Hazardous Materials or Hazardous  Materials  Contamination
and  discharging  any Lien which may be  established on the Property as a result
thereof;  and (iv)  take  whatever  other  action  as the  Beneficiary  may deem
necessary or  appropriate  to restore to the Grantor the full use and benefit of
the Property as contemplated by the Loan Documents.

          (b) In the event the  Beneficiary  ever has any reason to believe that
     any Hazardous  Materials are or may be located on, or may otherwise affect,
     the Property,  or if any Claim is made or threatened against the Grantor or
     the Property with respect to any Environmental Requirement, or if a Default
     or Event of Default shall have occurred hereunder or under any of the other
     Loan Documents,  the Grantor shall  immediately  upon the receipt of Notice
     from the Beneficiary,  which may be given at any time and from time to time
     by  the  Beneficiary  in  its  sole  discretion,   cause  an  Environmental
     Assessment  to be  undertaken  with respect to the Property and furnish the
     same to the  Beneficiary  within  thirty  (30)  days  after the date of the
     Beneficiary's request. The cost of any such Environmental  Assessment shall
     be borne exclusively by the Grantor.  The Grantor shall cooperate with each
     environmental  consulting  firm  engaged  to make  any  such  Environmental
     Assessment  and shall supply to each such  environmental  consulting  firm,
     from time to time and promptly on request, all information available to the
     Grantor to  facilitate  the  completion  of the  Environmental  Assessment.
     Notwithstanding  the foregoing,  the Beneficiary  shall be under no duty to
     require the  preparation of any  Environmental  Assessment of the Property,
     and in no event shall any such Environmental  Assessment by the Beneficiary
     be or give rise to any  representation  or warranty by the Beneficiary that
     Hazardous  Materials are or are not present on the Property,  or that there
     has  been   compliance  by  the  Grantor  or  any  other  Person  with  any
     Environmental Requirement.

          (c)  The  Grantor  shall  protect,  indemnify,  defend  and  hold  the
     Beneficiary,  the Trustee,  any Persons owned or  controlled  by, owning or
     controlling,  or under  the  common  control  of or  affiliated  with,  the
     Beneficiary  and/or  the  Trustee,  any  participants  in  the  Loans,  the
     directors,  officers, employees and agents of the Beneficiary,  and/or such
     other  Persons,  and the heirs,  personal  representatives,  successors and
     assigns of each of the  foregoing,  harmless  from and  against any and all
     Claims  of any  kind  or  nature  whatsoever  arising  out of or in any way
     connected   with  any   investigative,   enforcement,   cleanup,   removal,
     containment,  remedial or other private,  governmental or regulatory action
     at any time threatened,  instituted or completed pursuant to any applicable
     Environmental Requirement against the Grantor or the Beneficiary or against
     or with  respect to the Property or any  condition,  use or activity on the
     Property  or at any  time  threatened  or made by any  Person  against  the
     Grantor or the  Beneficiary  or against or with  respect to the Property or
     any  condition,  use or  activity on the  Property  relating to any damage,
     contribution, cost recovery, compensation, loss or injury resulting from or
     in any way arising in connection with any Hazardous  Materials or Hazardous
     Materials Contamination.  Upon demand by the Beneficiary, the Grantor shall
     diligently  defend any such Claim which  affects the Property or is made or
     commenced  against the  Beneficiary,  whether  alone or  together  with the
     Grantor or any other Person, all at the Grantor's sole cost and expense and
     by  counsel  to be  approved  by the  Beneficiary  in the  exercise  of its
     reasonable  judgment.  In the alternative,  the Beneficiary may at any time
     elect  to  conduct  its  own  defense  through  counsel   selected  by  the
     Beneficiary and at the cost and expense of the Grantor.

     Section  4.18.  Right to Perform.  If the Grantor  fails to promptly pay or
perform any of the  Obligations,  the  Beneficiary,  without Notice to or demand
upon the Grantor,  and 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 the  Grantor.
The Beneficiary may enter upon the Property for that purpose and take all action
thereon as the  Beneficiary  considers  necessary or  appropriate.  All Expenses
incurred by the  Beneficiary  pursuant to this  Section,  together with interest
thereon  at  the  Reimbursement  Rate,  shall  be  paid  by the  Grantor  to the
Beneficiary as provided in Section 4.19.

     Section 4.19.  Reimbursement;  Interest.  If the Beneficiary or the Trustee
shall  incur any  Expenses  or pay any  Claims to which the  Beneficiary  or the
Trustee  become a party by  reason  of this  Deed of  Trust  or the  rights  and
remedies provided hereunder  (regardless of whether this Deed of Trust expressly
provides  for an  indemnification  against  such  Claims by the  Grantor),  such
Expenses  and  Claims  shall be (a) paid by the  Grantor to the  Beneficiary  on
demand, together with interest thereon from the date incurred until paid in full
by the  Grantor at the  Reimbursement  Rate,  and (b) a part of the  Obligations
secured by this Deed of Trust.  Notwithstanding  the foregoing,  however, in any
action or  proceeding  to foreclose  this Deed of Trust or to recover or collect
the  Obligations,  the  provisions  of Law  governing  the  recovery  of  costs,
disbursements and allowances shall prevail unaffected by this Section.

     Section 4.20. Permitted Contests.  The Grantor shall not be required to pay
any of the  Property  Assessments,  or to  comply  with any Law,  so long as the
Grantor shall in good faith, and at its cost and expense,  contest the amount or
validity thereof, or take other appropriate action with respect thereto, in good
faith and in an appropriate manner or by appropriate proceedings;  provided that
(a) such proceedings  operate to prevent the collection of, or other realization
upon,  such Property  Assessments or  enforcement  of the Law so contested,  (b)
there will be no sale,  forfeiture  or loss of the Property  during the contest,
(c) neither the Beneficiary nor the Trustee are subjected to any Claim,  and (d)
the Grantor  provides  assurances  satisfactory to the  Beneficiary  (including,
without limitation, the establishment of an appropriate reserve account with the
Beneficiary) of its ability to pay such Property Assessments or comply with such
Law in the event the Grantor is unsuccessful  in its contest.  Each such contest
shall be promptly prosecuted to final conclusion or settlement,  and the Grantor
shall indemnify and save the Beneficiary and Trustee harmless against all Claims
in connection  therewith.  Promptly  after the  settlement or conclusion of such
contest  or  action,  the  Grantor  shall  comply  with such Law  and/or pay and
discharge the amounts  which shall be levied,  assessed or imposed or determined
to be payable, together with all penalties, fines, interests, costs and expenses
in connection therewith.

     Section  4.21.  Security  Agreement.  This Deed of Trust creates a security
interest  in the  Personalty,  and,  to the  extent the  Personalty  is not real
property,  this Deed of Trust constitutes a security  agreement from the Grantor
to the Beneficiary  under the Uniform  Commercial Code of the State. The Grantor
hereby  agrees to  execute  and  deliver on demand,  and hereby  authorizes  and
irrevocably constitutes and appoints the Beneficiary the attorney-in-fact of the
Grantor, to execute,  deliver and, if appropriate,  to file with the appropriate
filing office or offices,  such financing statements or other instruments as the
Beneficiary  may  request or require in order to perfect the  security  interest
granted hereby or to continue the effectiveness of the same.

     Section 4.22.  Appraisals.  The Beneficiary shall have the right to require
annual updated appraisals of the Property, which appraisals shall be prepared by
an appraiser or  appraisers  designated by the  Beneficiary  and shall be in all
respects  acceptable  to  the  Beneficiary.  The  Grantor  shall  reimburse  the
Beneficiary  upon demand for all costs and expenses  incurred by the Beneficiary
with respect to the  preparation  and review of all future  appraisals  required
pursuant to the terms hereof.

     Article V. Negative Covenants.

     Section  5.01.  Encumbrances.  Without  the prior  written  consent  of the
Beneficiary, the Grantor will not permit the Real Property or the Personalty, or
the Leases,  Rents and Contracts of Sale, to become subject to any  Encumbrances
other than the Permitted  Encumbrances.  The Grantor shall give the  Beneficiary
Notice of any default under any Lien and Notice of any f  ore-closure  or threat
of foreclosure.

     Section 5.02. Transfer of the Propertv.  The Grantor will not Transfer,  or
contract to Transfer, all or any part of the Property or any legal or beneficial
interest  therein  (except for Transfers of the  Equipment  permitted by Section
5.03). The sale,  pledge,  encumbrance,  assignment or transfer,  voluntarily or
involuntarily,  whether by  operation  of law or  otherwise,  of any interest in
Grantor (if Grantor is not a natural person but is a  corporation,  partnership,
limited  liability  company,  trust or other  legal  entity),  without the prior
written consent of Beneficiary (including,  without limitation,  it Grantor ~5 a
corporation,  partnership,  limited  liability  company  or joint  venture,  the
withdrawal from or admission into it of any stockholder, member, general partner
or joint  venturer)  shall  constitute a prohibited  transfer under this Section
5.02.

     Section 5.03.  Removal.  etc. of Equipment and Improvements.  Except to the
extent  permitted  by  the  following  sentence,  none  of the  Improvements  or
Equipment shall be removed,  demolished or materially altered, without the prior
written consent of the Beneficiary.  The Grantor may remove and dispose of, free
from the Lien of this Deed of Trust, such Equipment as from time to time becomes
worn out or  obsolete,  provided  that,  either (a) at the time of, or prior to,
such removal,  any such Equipment is replaced with other Equipment which is free
from Liens other than Permitted  Encumbrances  and has a value at least equal to
that of the replaced  Equipment (and by such removal and replacement the Grantor
shall be deemed to have  subjected  such  Equipment  to the Lien of this Deed of
Trust),  or (b) so long as a prepayment may be made without penalty  pursuant to
the Notes, such Equipment is sold at fair market value for cash and the net cash
proceeds   received  from  such  disposition  are  paid  over  promptly  to  the
Beneficiary to be applied to the prepayment of the principal of the Loans in any
reasonable manner as the Beneficiary shall determine.

     Section 5.04. Additional  Improvements.  The Grantor will not construct any
Improvements  other than those  presently on the Land without the prior  written
consent of the  Beneficiary.  The Grantor will  complete  and pay for,  within a
reasonable time, any Improvements which the Grantor is permitted to construct on
the Land.  The Grantor will construct and erect any permitted  Improvements  (a)
strictly in  accordance  with all  applicable  Laws and any private  restrictive
covenants,  (b)  entirely  on  lots or  parcels  of the  Land,  (c) so as not to
encroach  upon any easement or right of way or upon the land of others,  and (d)
wholly within any building restriction lines applicable to the Land.

     Section 5.05. Restrictive Covenants. Zoning. etc. Without the prior written
consent of the Beneficiary,  the Grantor will not initiate,  join in, or consent
to any change in, any restrictive covenant, easement, zoning ordinance, or other
public or private restrictions,  limiting or defining the uses which may be made
of the Property. The Grantor will (a) promptly perform and observe, and cause to
be performed and  observed,  all of the terms and  conditions of all  agreements
affecting the Property,  and (b) do or cause to be done all things  necessary to
preserve  intact and unimpaired any and all easements,  appurtenances  and other
interests and rights in favor of, or constituting any portion of, the Property.

     Section  5.06.  Prohibition  on Hazardous  Materials.  The Grantor will not
cause,  commit,  permit or allow to continue any violation of any  Environmental
Requirement  by any Person on or with respect to the Property.  The Grantor will
not place, install, store, spill, leak, dispose of or release, or cause, commit,
permit,  or allow  the  placement,  installation,  storage,  spilling,  leaking,
disposal or release of, any  Hazardous  Materials  on the Property and will keep
the Property free of all Hazardous Materials Contamination.

     Article VI.  Events of Default.  The  occurrence  of any one or more of the
following shall constitute an "Event of Default" under this Deed of Trust:

     Section 6.01. Accuracy of Information,  Representations and Warranties. Any
information contained in any financial statement,  schedule, report or any other
document  delivered  by the  Grantor  or  any  other  party  or  parties  to the
Beneficiary  in  connection  with the Loans  proves at any time to be not in all
respects  true and  accurate,  or the Grantor or any such other party or parties
shall have failed to state any material fact or any fact  necessary to make such
information not misleading,  or any representation or warranty contained in this
Deed of Trust, or in any other document, certificate or opinion delivered to the
Beneficiary in connection with the Loans,  proves at any time to be incorrect or
misleading in any material  respect.  Section  6.02.  Payment  Obligations.  The
Grantor  fails  to  promptly  pay or  cause  to be paid  any of the  Obligations
when and as due and payable.

     Section 6.03. Transfer of the Property;  Encumbrances. The Grantor fails to
comply with Sections 5.01 or 5.02.

     Section 6.04. Insurance Obligations.  The Grantor fails to promptly perform
or comply with any of the terms and conditions set forth in Section 4.02.

     Section 6.05. Hazardous Materials. The Grantor fails to promptly perform or
comply with any of the terms and conditions set forth in Sections 4.17 or 5.06.

     Section 6.06. Other  Obligations.  The Grantor fails to promptly perform or
comply with any of the Obligations.

     Section  6.07.  Event of Default  Under Other Loan  Documents.  An Event of
Default (as defined  therein)  occurs under any of the Loan Documents other than
this Deed of Trust.

     Section  6.08.  Change in Zoning or Public  Restriction.  Any change in any
zoning  ordinance  or  regulation  or any other public  restriction  is enacted,
adopted or implemented, that limits or defines the uses which may be made of the
Property such that the present or intended use of the Property,  as specified in
the Loan Documents, would be in violation of such zoning ordinance or regulation
or public restriction, as changed.

     Section 6.09.  Default Under Other Lien  Documents.  A default occurs under
any other  mortgage,  deed of trust or security  agreement  covering  all or any
portion  of  the  Property,   including,   without  limitation,   any  Permitted
Encumbrances.

     Section 6.10.  Voluntary  Bankruptcy,  etc. The Grantor or any guarantor of
the Notes (a) applies  for, or  consents  in writing  to, the  appointment  of a
receiver,  trustee or  liquidator  of the Grantor or any such  guarantor  or the
Property or of all or substantially all of the Grantor's or any such guarantor's
other  assets,  or (b) files a  voluntary  petition in  bankruptcy  or admits in
writing  its  inability  to pay its  debts as they  become  due,  or (C) makes a
general  assignment for the benefit of creditors,  or (d) files a petition or an
answer seeking a reorganization  (other than a reorganization  not involving the
liabilities of the Grantor) or an arrangement  with creditors or takes advantage
of any  bankruptcy  or  insolvency  law,  or (e) files an answer  admitting  the
material  allegations  of a  petition  filed  against  the  Grantor  or any such
guarantor in any bankruptcy, reorganization or insolvency proceeding.

     Section 6.11. Involuntary Bankruptcy.  etc. An order, judgment or decree is
entered by any court of competent  jurisdiction on the application of a creditor
adjudicating the Grantor or any guarantor of the Notes as bankrupt or insolvent,
or  appointing  a  receiver,  trustee or  liquidator  of the Grantor or any such
guarantor or of the Property, or of all or substantially all of the Grantor's or
any such guarantor's other assets.

     Section 6.12. Execution:  Attachment. Any execution or attachment is levied
against  the  Property,  and such  execution  or  attachment  is not set  aside,
discharged or stayed within thirty (30) days after the same is levied.

     Section 6.13.  Judgment.  The entry of a final  judgment for the payment of
money against the Grantor or any guarantor of the Notes.

     Section 6.14. Change in Business Status.  Unless the written consent of the
Beneficiary is previously obtained,  the sale of all or substantially all of the
assets of the Grantor or of any guarantor of the Notes.

     Section  6.15.  Default  Under  Other  Indebtedness.  The  Grantor  or  any
guarantor  of the Notes  fails to pay any  indebtedness  of the  Grantor or such
guarantor  owing to the  Beneficiary  (other  than the  Loans)  or to any  other
creditor, when and as due and payable (whether by acceleration or otherwise).

     Section 6.16. Default Under Swap Contract.  An event occurs which gives the
Beneficiary  the right or option to terminate any Swap Contract which is secured
by this Deed of Trust.

     Article  VII.  Rights and  Remedies.  Upon the  occurrence  of any Event of
Default,  the  Beneficiary,  or the Trustee at the direction of the Beneficiary,
may at any time  thereafter  exercise any of the  following  rights.,  powers or
remedies:

     Section 7.01. Acceleration.  The Beneficiary may declare (without Notice to
the Grantor and without presentment,  demand, protest or notice of protest or of
dishonor,  all of  which  the  Grantor  hereby  waives)  the  Obligations  to be
immediately due and payable.

     Section 7.02. Foreclosure.  The Trustee may take possession of and sell the
Property,  or any part thereof  requested by the  Beneficiary to be sold, and in
connection  therewith the Grantor  hereby (a) assents to the passage of a decree
for the sale of the Property by the equity court  having  jurisdiction,  and (b)
authorizes  and empowers the Trustee to take  possession of and sell (or in case
of the default of any  purchaser to resell) the  Property,  or any part thereof,
all in  accordance  with the Laws or rules of court  relating to deeds of trust,
including any amendments thereof, or additions thereto,  which do not materially
change or impair the remedy. In connection with any foreclosure, the Beneficiary
and/or the Trustee may (a) procure such title  reports,  surveys,  tax histories
and appraisals as they deem  necessary,  and (b) make such repairs and Additions
to the Property as they deem reasonably advisable, all of which shall constitute
Expenses.  In case of any sale under this Deed of Trust,  by virtue of  judicial
proceedings or otherwise, the Property may be sold as an entirety or in parcels,
by one sale or by several sales,  as may be deemed  reasonably  advisable by the
Trustee to be appropriate  and without regard to any right of the Grantor or any
other Person to the  marshalling  of assets.  Any sale  hereunder may be made at
public auction,  at such time or times,  at such place or places,  and upon such
terms and conditions and after such previous  public notice as the Trustee shall
deem appropriate and advantageous and as required by Law. Upon the terms of such
sale being  complied  with, the Trustee shall convey to, and at the cost of, the
purchaser  or  purchasers  the  interest of the Grantor in the Property so sold,
free and discharged of and from all estate, title or interest of the Grantor, at
law or in equity,  such purchaser or purchasers being hereby discharged from all
liability to see to the application of the purchase money.  The proceeds of such
sale or sales  under this Deed of Trust,  whether  under the assent to a decree,
the power of sale, or by equitable foreclosure, shall be held by the Trustee and
applied as follows:  First, to pay (a) all Expenses  incurred in connection with
such sale or in  preparing  the Property  for such sale  including,  among other
things,  a counsel fee of $6,500 to the attorneys  representing  the Beneficiary
and the Trustee for conducting the proceedings if without contest,  but if legal
services be rendered to the Trustee and the  Beneficiary in connection  with any
contested  matter in the  proceedings,  then such  other  counsel  fees shall be
allowed and paid out of the  `proceeds of such sale or sales as the court having
jurisdiction  may  deem  proper,  and (b) a  Trustee'  commission  equal  to the
commission  allowed  Trustee for making sales of property  under  decrees of the
equity court having jurisdiction;  Second, to pay all of the Obligations and all
interest then due and accrued thereon,  which shall include interest through the
date of ratification of the auditor's  account;  and Lastly, to pay the surplus,
if any,  to the  Grantor or any  Person  entitled  thereto  upon  surrender  and
delivery to the purchaser or purchasers of the Property,  and less the Expenses,
if any, of obtaining possession.  Immediately upon the filing of any foreclosure
under this Deed of Trust, there shall also become due and owing by the Grantor a
commission on the total amount of the Obligations  then due equal to one-half of
the  percentage  allowed as commission  to Trustee  making sales under orders or
decrees of the equity court having jurisdiction, and no Person shall be required
to receive only the aggregate  amount of the  Obligations to the date of payment
unless the same is accompanied by a tender of such commission.

     Section 7.03. Taking Possession or Control of the Property.  As a matter of
right  without  regard  to the  adequacy  of  the  security,  and to the  extent
permitted  by law  without  Notice  to the  Grantor,  the  Beneficiary  shall be
entitled,  upon  application  to a  court  of  competent  jurisdiction,  to  the
immediate  appointment of a receiver for all or any part of the Property and the
Rents,  whether  such  receivership  be  incidental  to a  proposed  sale of the
Property or otherwise,  and the Grantor  hereby  consents to the  appointment of
such a  receiver.  In  addition,  to the extent  permitted  by Law,  and with or
without  the  appointment  of  a  receiver,  or  an  application  therefor,  the
Beneficiary  may (a) enter upon,  and take  possession of (and the Grantor shall
surrender  actual  possession  of),  the Property or any part  thereof,  without
Notice to the Grantor and without  bringing any legal action or proceeding,  or,
if necessary by force, legal proceedings, ejectment or otherwise, and (b) remove
and exclude the Grantor and its agents and employees therefrom.

     Section 7.04. Management of the Propertv.  Upon obtaining possession of the
Property or upon the appointment of a receiver as described in Section 7.03, the
Beneficiary, the Trustee or the receiver, as the case may be, may, at their sole
option,  (a) make all  necessary or proper  repairs and Additions to or upon the
Property, (b) operate, maintain, control, make secure and preserve the Property,
(c) receive all Rents,  and (d)  complete  the  construction  of any  unfinished
Improvements on the Property and, in connection therewith,  continue any and all
outstanding  contracts for the erection and completion of such  Improvements and
make and enter into any  further  contracts  which may be  necessary,  either in
their or its own name or in the name of the Grantor (the cost of completing  the
Improvements shall be Expenses secured by this Deed of Trust and accrue interest
as set forth in Section  4.19) . In so doing,  the  Beneficiary,  the Trustee or
such  receiver  shall have the right to manage the  Property and to carry on the
business  of the Grantor  and may  exercise  all of the rights and powers of the
Grantor, either in the name of the Grantor, or otherwise, including, but without
limiting the  generality of the foregoing,  the right to lease the Property,  to
cancel,  modify,  renew or extend any Lease or  sub-lease of the Property and to
carry on any contracts entered into by the Grantor with respect to the Property.
The  Beneficiary,  the Trustee or such receiver shall be under no liability for,
or by  reason  of,  any such  taking of  possession,  entry,  holding,  removal,
maintaining,  operation or  management,  except for gross  negligence or willful
misconduct.  Any Rents received shall be applied (a) first, to pay all Expenses,
and (b) the balance,  if any, to payment of the other  Obligations.  The Grantor
shall pay on demand to the Beneficiary, the receiver or the Trustee (as the case
may be) the  amount of any  deficiency  between  (a) the Rents  received  by the
Beneficiary, the receiver or the Trustee, and (b) all Expenses incurred together
with interest thereon at the Reimbursement Rate as provided in Section 4.19. The
exercise of the remedies  provided in this  Section  shall not cure or waive any
Event of Default,  and the enforcement of such remedies,  once commenced,  shall
continue for so long as the Beneficiary  shall elect,  notwithstanding  the fact
that the  exercise of such  remedies  may have,  for a time,  cured the original
Event of Default.

     Section 7.05.  Uniform  Commercial  Code. The Beneficiary may proceed under
the  Uniform  Commercial  Code  of  the  State  as to all  or  any  part  of the
Personalty,  and in  conjunction  therewith  may  exercise  all  of the  rights,
remedies and powers of a secured  creditor under the Uniform  Commercial Code of
the State.  Upon the  occurrence  of any Event of  Default,  the  Grantor  shall
assemble  all  of  the  Equipment  and  make  the  same  available   within  the
Improvements.  Any  notification  required  by  Section  9-504  of  the  Uniform
Commercial  Code of the State shall be deemed  reasonably  and properly given if
sent in accordance with the Notice  provision of this Deed of Trust at least ten
(10) days before any sale or other disposition of the Personalty. Disposition of
the  Personalty  shall be deemed  commercially  reasonable if made pursuant to a
public sale  advertised at least twice in a newspaper of general  circulation in
the community  where the Property is located.  Proceeds from any such sale shall
be applied as follows:  (a) first,  to pay all Expenses  incurred in  connection
with the sale, and (b) the balance, if any, to payment of the other Obligations.

     Section 7.06.  Swap  Contracts.  In addition to the rights and remedies set
forth in this  Deed of  Trust,  upon  the  occurrence  of an  Event of  Default,
Beneficiary  may  terminate  any Swap  Contract or exercise any rights  provided
thereunder or in connection therewith.

     Section 7.07.  Other Remedies.  The  Beneficiary  shall have the right from
time to time to enforce any legal or equitable remedy against the Grantor and to
sue the  Grantor  for any sums  (whether  interest,  damages  for failure to pay
principal or any installments  thereof,  taxes, or any other sums required to be
paid under the terms of this Deed of Trust,  as the same  become  due),  without
regard to whether or not any other of the Obligations  shall be due, and without
prejudice to the right of the Beneficiary  thereafter to enforce any appropriate
remedy  against  the  Grantor,  including,  without  limitation,  an  action  of
foreclosure or an action for specific performance,  for a Default by the Grantor
existing at the time such earlier action was commenced.

     Section 7.08. Remedies.  etc.  Cumulative.  Each right, power and remedy of
the  Beneficiary or the Trustee as provided for in this Deed of Trust, or in any
of the other  Loan  Documents  or now or  hereafter  existing  by Law,  shall be
cumulative and  concurrent and shall be in addition to every other right,  power
or  remedy  provided  for in this Deed of  Trust,  or in any of the  other  Loan
Documents or now or hereafter  existing by Law, and the exercise or beginning of
the  exercise  by the  Beneficiary  or the  Trustee  of any  one or more of such
rights, powers or remedies shall not preclude the simultaneous or later exercise
by the  Beneficiary  or the Trustee of any or all such other  rights,  powers or
remedies.

     Section 7.09. No Waiver by Beneficiary etc. No course of dealing or conduct
between the  Beneficiary,  the Trustee and the  Grantor  shall be  effective  to
amend,  modify or change any  provisions of this Deed of Trust or the other Loan
Documents.  No failure or delay by the Beneficiary or the Trustee to insist upon
the strict performance of any term,  covenant or agreement of this Deed of Trust
or of any of the other Loan Documents, or to exercise any right, power or remedy
consequent  upon a breach thereof,  shall  constitute a waiver of any such term,
covenant or agreement or of any such breach,  or preclude the Beneficiary or the
Trustee  from  exercising  any such right,  power or remedy at any later time or
times. By accepting  payment after the due date of any of the  Obligations,  the
Beneficiary  or the  Trustee  shall not be  deemed to waive the right  either to
require prompt payment when due of all other Obligations, or to declare an Event
of Default  for failure to make  prompt  payment of any such other  Obligations.
Neither the  Grantor nor any other  Person now or  hereafter  obligated  for the
payment of the whole or any part of the  Obligations  shall be  relieved of such
liability  by reason of (a) the  failure of the  Beneficiary  to comply with any
request of the Grantor or of any other Person to take action to  foreclose  this
Deed of Trust or otherwise  enforce any of the provisions of this Deed of Trust,
or (b) any agreement or stipulation  between any  subsequent  owner or owners of
the Property and the Beneficiary,  or (c) the Beneficiary  extending the time of
payment  or  modifying  the terms of this Deed of Trust or any of the other Loan
Documents without first having obtained the consent of the Grantor or such other
Person. Regardless of consideration, and without the necessity for any notice to
or  consent  by the  holder  of  any  subordinate  Lien  on  the  Property,  the
Beneficiary may release any Person at any time liable for any of the Obligations
or any part of the  security  for the  Obligations,  and may  extend the time of
payment or otherwise  modify the terms of this Deed of Trust or any of the other
Loan  Documents  without in any way impairing or affecting the Lien of this Deed
of Trust or the priority of this Deed of Trust over any  subordinate  Lien.  The
holder  of any  subordinate  Lien  shall  have no right to  terminate  any Lease
regardless  of whether or not such Lease is  subordinate  to this Deed of Trust.
The Beneficiary may resort to the security or collateral  described in this Deed
of Trust or any of the other  Loan  Documents  in such  order and  manner as the
Beneficiary may elect in its sole discretion.

     Section 7.10. Waivers and Agreements Regarding Remedies. To the full extent
the Grantor may do so, the Grantor hereby:

          (a) agrees that it will not at any time plead, claim or take advantage
     of any  Laws now or  hereafter  in force  providing  for any  appraisement,
     valuation,  stay,  extension  or  redemption,  and waives and  releases all
     rights of redemption, valuation, appraisement, stay of execution, extension
     and notice of election to accelerate the Obligations;

          (b) waives all rights to a  marshalling  of the assets of the Grantor,
     including  without  limitation,  the Property,  or to a sale in the inverse
     order of  alienation in the event of a  foreclosure  of the  Property,  and
     agrees not to assert any right under any Law pertaining to the  marshalling
     of assets,  the sale in  inverse  order of  alienation,  the  exemption  of
     homestead,  the  administration  of estates of decedents,  or other matters
     whatsoever to defeat,  reduce or affect the right of the Beneficiary  under
     the terms of this Deed of Trust to a sale of the Property without any prior
     or different resort for collection,  or the right of the Beneficiary to the
     payment of the  Obligations  out of the proceeds of sale of the Property in
     preference to every other claimant whatsoever;

          (c) waives any right to bring or utilize any defense,  counterclaim or
     setoff,  other than one which denies the  existence or  sufficiency  of the
     facts  upon  which any  foreclosure  action is  grounded.  If any  defense,
     counterclaim or setoff,  other than one permitted by the preceding  clause,
     is timely raised in a foreclosure  action,  such defense,  counterclaim  or
     setoff shall be dismissed. If such defense, counterclaim or setoff is based
     on a Claim which could be tried in an action for money damages,  such Claim
     may  be  brought  in a  separate  action  which  shall  not  thereafter  be
     consolidated  with the  foreclosure  action.  The bringing of such separate
     action  for money  damages  shall not be deemed to afford any  grounds  for
     staying the foreclosure action; and

          (d) waives and  relinquishes any and all rights and remedies which the
     Grantor  may have or be able to assert by reason of the  provisions  of any
     Laws pertaining to the rights and remedies of sureties.

     Section 7.11.  Setoff.  The  Beneficiary  may set off against and apply any
funds of the Grantor on deposit with,  or under the control of, the  Beneficiary
to the payment of the  Obligations,  without  Notice and  without  resort to any
judicial proceeding.

     Article VIII. The Trustee.

     Section 8.01. Liability of the Trustee. The Trustee shall have no liability
or  responsibility  for, and make no warranties in connection with, the validity
or  enforceability  of any of the Loan  Documents or the  description,  value or
status of title to the  Property.  The Trustee shall be protected in acting upon
any notice, request, consent, demand, statement, note or other paper or document
believed  by them to be genuine  and to have been signed by the party or parties
purporting  to sign the same.  The Trustee  shall not be liable for any error of
judgment, nor for any act done or step taken or omitted, nor for any mistakes of
law or fact,  nor for anything which the Trustee may do or refrain from doing in
good faith,  nor generally shall the Trustee have any  accountability  hereunder
except for willful misconduct or gross negligence.  The powers and duties of the
Trustee hereunder may be exercised through such attorneys, agents or servants as
the  Trustee  may  appoint,   and  the  Trustee   shall  have  no  liability  or
responsibility  for any act,  failure to act,  negligence or willful  conduct of
such attorney,  agent or servant,  so long as they were selected with reasonable
care. In addition,  the Trustee may consult with legal counsel  selected by them
and the Trustee shall have no liability or  responsibility  by reason of any act
or failure to act in accordance  with the opinions of such counsel.  The Trustee
may act hereunder and may sell or otherwise  dispose of the Property or any part
thereof as herein  provided,  although the Trustee have been,  may now be or may
hereafter be, attorneys,  officers,  agents or employees of the Beneficiary,  in
respect of any matter of business whatsoever.  The Trustee,  however, shall have
no  obligation  to sell all or any part of the  Property  following  an Event of
Default or to take any other  action  authorized  to be taken by them  hereunder
except upon the demand of the Beneficiary.

     Section 8.02. Substitution of Trustee. etc. The Beneficiary shall have, and
is hereby granted with warranty of further assurances,  the irrevocable power to
appoint a new or replacement or substitute  Trustee or Trustees.  Such power may
be exercised at any time without  notice,  without cause and without  specifying
any reason  thereof  or, by filing  for record in the office  where this Deed of
Trust is recorded a Deed of Appointment. The power of appointment of a successor
Trustee or Trustees may be  exercised  as often as and whenever the  Beneficiary
may choose,  and the exercise of the power of appointment,  no matter how often,
shall not be an exhaustion  thereof.  Upon the recordation of such Deed or Deeds
of Appointment,  the Trustee or Trustees so appointed shall  thereupon,  without
any further act or deed of conveyance,  become fully vested with identically the
same title and estate in and to the  Property  and with all the rights,  powers,
trusts and duties of their,  his or its  predecessor in the trust hereunder with
like  effect  as if  originally  named  as  Trustee  or as one  of the  Trustees
hereunder.  Whenever in this Deed of Trust reference is made to the Trustee,  it
shall be- construed to mean the Trustee or Trustees for the time being,  whether
original or successors or successor in trust. All title, estate, rights, powers,
trusts and duties  hereunder  given or  appertaining  to or  devolving  upon the
Trustee  shall be in each of the  Trustees  then  serving  hereunder so that any
action hereunder or purporting to be hereunder of any one of the original or any
successor  Trustee  shall for all purposes be considered to be, and as effective
as, the action of all the Trustees.

     Article IX. Miscellaneous.

     Section 9.01.  Application of Moneys.  Whenever it is provided in this Deed
of Trust for any moneys to be applied  to  payment  of the  Obligations,  and no
express  order of  payment  is set forth,  such  moneys  shall be applied to the
Obligations  in such order and manner as the  Beneficiary  may  determine in its
sole discretion.

     Section 9.02. Further Assurances.  At any time, and from time to time, upon
request by the  Beneficiary,  the Grantor will, at the  Grantor's  expense,  (a)
correct any defect,  error or omission  which may be  discovered  in the form or
content of any of the Loan Documents, and (b) make, execute, deliver and record,
or cause to be made,  executed,  delivered  and  recorded,  any and all  further
instruments,  certificates,  and other  documents  as may, in the opinion of the
Beneficiary, be necessary or desirable in order to complete, perfect or continue
and preserve the Lien of this Deed of Trust.  Upon any failure by the Grantor to
do  so,  the  Beneficiary  may  make,  execute  and  record  any  and  all  such
instruments,  certificates and documents for and in the name of the Grantor, all
at the sole expense of the Grantor,  and the Grantor hereby irrevocably appoints
the  Beneficiary  the agent and  attorney-in-fact  of the Grantor to do so, this
appointment being coupled with an interest.

     Section  9.03.  Notices.  All Notices shall be deemed to have been received
when  delivered  by  hand,  when  delivered  to an  overnight  courier,  or when
deposited in the mail in the manner  provided for in the  definition  of Notices
set forth in Article I above.

     Section 9.04. Successors and Assigns. All of the grants, covenants,  terms,
provisions  and  conditions  of this  Deed of Trust  shall run with the Land and
shall apply to and bind the successors and assigns of the Grantor (including any
permitted  subsequent  owner of the  Property),  and inure to the benefit of the
Beneficiary,  its  successors  and assigns and to the successors in trust of the
Trustee.

     Section  9.05. No Warranty by  Beneficiary  or Trustee.  By inspecting  the
Property  or by  accepting  or  approving  anything  required  to  be  observed,
performed or fulfilled by the Grantor or to be given to the  Beneficiary  or the
Trustee  pursuant to this Deed of Trust or any of the other Loan Documents,  the
Beneficiary and the Trustee shall not be deemed to have warranted or represented
the condition, sufficiency, legality, effectiveness or legal effect of the same,
and  such   acceptance  or  approval   shall  not  constitute  any  warranty  or
representation with respect thereto by the Beneficiary or the Trustee.

     Section 9.06. Amendments. This Deed of Trust may not be modified or amended
except by an agreement in writing,  signed by the party against whom enforcement
of the change is sought.

     Section 9.07.  Illegality.  If fulfillment of any provision of this Deed of
Trust or any transaction  related hereto shall at any time involve  transcending
the limit of validity  prescribed by Law, then ipso facto,  the obligation to be
fulfilled  shall be reduced to the limit of such validity;  and if any clause or
provision herein contained,  other than the provisions  requiring the Grantor to
pay the Obligations,  operates or would prospectively operate to invalidate this
Deed of Trust in whole or in part,  then such clause or provision  only shall be
void,  as though not herein  contained,  and the remainder of this Deed of Trust
shall  remain  operative  and in full force and  effect;  and if such  clause or
provision  requires the Grantor to pay any of the Obligations,  then at the sole
option of the Beneficiary, all of the Obligations shall become due and payable.

     Section  9.08.  Governing  Law.  This Deed of Trust is being  executed  and
delivered  in the  State  and  shall be  construed,  governed  and  enforced  in
accordance with the Laws in effect from time to time in the State.


         IN WITNESS WHEREOF, the undersigned Grantor has hereto executed this
Deed of Trust under seal, as a specialty, on the day and year first above
written.


WITNESS/ATTEST:                       DANZER INDUSTRIES, INC., a Maryland
                                                             Corporation

___________________________         By:____________________________(Seal)
                                      Mark D. McGlaughlin
                                      Vice President and Chief Financial Officer

                                      GRANTOR





<PAGE>


STATE OF MARYLAND, COUNTY OF ______________________, TO WIT:

      I HEREBY CERTIFY that on this ____ day of ______________, 2002, before me,
the subscriber, a Notary Public in and for the State and County aforesaid,
personally appeared Mark D. McGlaughlin, the Vice President and Chief Financial
Officer of Danzer Industries, Inc., a Maryland corporation, known to me (or
satisfactorily proven to be the person whose name is subscribed to the within
instrument), and acknowledged that he executed the same in said capacity for the
purposes therein contained.

      WITNESS my hand and Notarial Seal.

                                      ----------------------------------------
                                      NOTARY PUBLIC

My Commission Expires:

---------------------------------------

      I, the undersigned, an attorney duly admitted to practice law before the
Court of Appeals of Maryland, do hereby certify that the foregoing document was
prepared by me or under my supervision.

                                      ----------------------------------------
                                      Michael H. Delauter









<PAGE>


                                    EXHIBIT A

      All that tract or parcel of ground, together with all the rights, ways,
alleys, waters, privileges, appurtenances and advantages to the same belonging
or in anywise appertaining, situate along the East side of the right of way of
the Pennsylvania Railroad at its intersection with Nursery Road, in District No.
26, Washington County, Maryland, beginning at an iron pipe in the North marginal
line of York Road, said pipe being in the 11th line of the deed from Daniel W.
Foltz and wife to Sadie V. Piper dated January 16, 1908, and recorded in Liber
127, folio 499, one of the Land Records of Washington County, and running thence
abutting the end of York Road and binding on Homewood Development South
00(degree) .05' East 212.45 feet, thence leaving Homewood and running along the
existing fence line North 89(degree) 58' West 778.3 feet to the East marginal
line of the right of way of the Pennsylvania Railroad at its intersection with
Nursery Road, thence along said East marginal line North 33(degree) 59' East
1118.38 feet to intersect the South marginal line of Piper's Lane, thence
leaving the Railroad right of way and running along said South marginal line
North 80(degree) 25' East 335.33 feet to a post, thence leaving Piper's Lane and
running along the existing fence lines South 18(degree) 23' West 374.0 feet,
thence South 14(degree) 30' West 158.4 feet to a post, thence South 11(degree)
14' West 104.8 feet to a stake at or near the end of the 10th line of the
aforementioned deed and at the Northwest corner of the lands now or formerly of
Gerald M. Smith and wife, thence with a portion corner of the lands now or
formerly of Gerald M. Smith and wife, thence with a portion of the 11th line of
said deed and binding on the lands of the said Smith, South 00(degree) 05' East
160.14 feet to the place of beginning, containing 11.03 acres of land, more or
less.

      BEING all and the same real estate which was conveyed unto The Danzer
Metal Works Company by a Deed from Roy Danzer, Sr., and Mary S. Danzer, his
wife, dated February 4, 1966, and recorded among the Land Records of Washington
County, Maryland, in Liber 444, folio 358; The Danzer Metal Works Company having
filed Articles of Amendment on November 22, 1995, at the Maryland State
Department of Assessments and Taxation, whereby its corporate name was changed
to Danzer Industries, Inc.




<PAGE>


                                 PROMISSORY NOTE


Borrower: Danzer Industries, Inc.    Lender: Bank of America, N.A.
          17500 York Road                    c/o MD Commercial Loan Processing
          Hagerstown, MD 21740               NC1-014-13-02
                                             10 Light Street
                                             Baltimore, MD 21202-1435

Principal Amount: $1,000,000.00              Date of Note: August 15, 2001

PROMISE TO PAY. Danzer Industries, inc. ("Borrower") promises to pay to Bank of
America, NA. ("Lender"), or order, In lawful money of the United States of
America, the principal amount of One Million & 00/100 Dollars ($1,000,000.00) or
so much as may be outstanding, together with interest on the unpaid outstanding
principal balance of each advance. Interest shall be calculated from the date of
each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan In one payment of all outstanding principal
plus all accrued unpaid interest on March 31, 2002. In addition, Borrower will
pay regular monthly payments of all accrued unpaid Interest due as of each
payment date, beginning September 30, 2001, with all subsequent Interest
payments to be due on the last day of each month after that. Unless otherwise
agreed or required by applicable law, payments will be applied first to any
unpaid collection costs and any late charges, then to any unpaid interest, and
any remaining amount to principal. The annual interest rate for this Note is
computed on a 365/360 basis; that is, by applying the ratio of the annual
Interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance Is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note Is subject to change from
time to time based on changes in an independent index which is the 9.JBOR Daily
Floating Rate" which is the fluctuating rate of interest (rounded upwards, if
necessary to the nearest 1,100 of 1%) appearing on Telerate Page 3750 (or any
successor page) as the 1 month London interbank offered rate for deposits In
United States Dollars at approximately 11 .00 a.m. (London time) on the second
preceding business day, as adjusted from time to time in Lender's sole
discretion for then--applicable reserve requirements, deposit insurance
assessment rates and other regulatory costs; if for any reason such rate is not
available, the term "L1BOR Daily Floating Rate" shall mean the fluctuating rate
of Interest equal to the rate of interest (rounded upwards, if necessary to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBQ Page as the 1 month London
interbank offered rate far deposits in United States Dollars at approximately
11:00 a.m. (London time) on the second preceding day, as adjusted from time to
time In Lender's sale discretion for then--applicable reserve requirements,
deposit Insurance assessment rates and other regulatory costs; provided,
however, if more than one rate Is specified on Reuters Screen LIBO page, the
applicable rate shall be the arithmetic mean of all such rates (the "Index").
The Index Is not necessarily the lowest rate charged by Lender on Its loans.
lithe Index becomes unavailable during the term of this loan, Lender may
designate a substitute Index after notice to Borrower. Lender will tell Borrower
the current index rate upon Borrower's request. The Interest rate change will
not occur more often than each date of such change in the Index. Borrower
understands that Lender may make loans based on other rates as well. The
interest rate to be applied to the unpaid principal balance of this Note will be
at a rate of 3.200 percentage points over the Index. NOTICE: Under no
circumstances will the Interest rate on this Note be more than the maximum rate
allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than It Is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid Interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment Instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or Imitations or as
full satisfaction of a disputed amount must be mailed or delivered to: Bank of
America, NA. NC1-014-13-02, P.O. Box 31152 Charlotte, NC 28231-1152.

LATE  CHARGE.  If a payment  is 15 days or more late,  Borrower  will be charged
4.000% of the unpaid portion of the regularly scheduled payment.

INTEREST AFTER DEFAUT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable Interest rate on this Note to 6.200 percentage points over
the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

     Payment  Default.  Borrower  falls to make any payment  when due under this
     Note.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation,  covenant or condition  contained In this Note or in any Of the
     related  documents  or to comply with or to perform  any term,  obligation,
     covenant or condition  contained In any other agreement  between Lender and
     Borrower.

     Default In Favor of Third Parties.  Borrower or any Grantor  defaults under
     any loan,  extension  of  credit,  security  agreement,  purchase  or sales
     agreement, or any other agreement, In favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of the related documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by Borrower or on Borrower's  behalf under this Note or
     the related  documents  is false or  misleading  In any  material  respect,
     either now or at the time made or furnished or becomes  false or misleading
     at any time thereafter.

     Insolvency.  The  dissolution or  termination of Borrower's  existence as a
     going  business,  or a trustee or receiver is appointed for Borrower or for
     all or a substantial portion of the assets of Borrower, or Borrower makes a
     general  assignment  for the benefit of Borrower's  creditors,  or Borrower
     flies  for  bankruptcy,  or an  Involuntary  bankruptcy  petition  Is filed
     against  Borrower and such  involuntary  petition  remains  undismissed for
     sixty (60) days.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This Includes
     a garnishment of any of Borrower's  accounts,  Including  deposit accounts,
     with Lender.  However,  this Event of Default shall not apply if there Is a
     good faith dispute by Borrower as to the validity or  reasonableness of the
     claim which Is the basis of the creditor or  forfeiture  proceeding  and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or a  surety  bond for the
     creditor or forfeiture  proceeding,  In an amount  determined by Lender, In
     its sole discretion, as being an adequate reserve or bond for the dispute.