EXHIBIT 10.3

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Parker, Poe, Adams & Bernstein, L.L.P.
2500 Charlotte Plaza
Charlotte, NC 28204
Attention: Gates Grainger, Esq.

APN:   123-23-000-001, 123-14-000-002, Ptn. 123-23-000-003 & 123-26-101-001
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                   Space above this line for Recorder's Use



                      DEED OF TRUST, ASSIGNMENT OF RENTS
                              AND FIXTURE FILING

                  [   ] If this box is checked, this document is a
                        CONSTRUCTION TRUST DEED securing a construction loan.

[NOTICE: THE OBLIGATIONS SECURED HEREBY PROVIDE THE PERIODIC
INCREASES AND/OR DECREASES IN THE APPLICABLE INTEREST RATE.

NOTICE: THE OBLIGATIONS SECURED HEREBY INCLUDE REVOLVING CREDIT
OBLIGATIONS WHICH PERMIT BORROWING, REPAYMENT AND REBORROWING.]

            This Deed of Trust is made as of January 12, 2000, by LAS VEGAS
INDUSTRIAL PARK, LLC, a Nevada limited liability company, as trustor
("Trustor"), to NATIONAL TITLE CO., as trustee ("Trustee"), for the benefit of
LAS VEGAS MOTOR SPEEDWAY, LLC, a Nevada limited liability company, as
beneficiary ("Beneficiary").

1.  GRANT IN TRUST.
    --------------

            1.1 The Property. For the purpose of securing payment and
performance of the Secured Obligations defined in Section 2 below, Trustor
hereby irrevocably and unconditionally grants, conveys, transfers and assigns to
Trustee, in trust for the benefit of Beneficiary, with power of sale and right
of entry and possession, all estate, right, title and interest which Trustor now
has or may later acquire in the following property (collectively, the
"Property"):

                  (a) The real property located in the County of Clark, State of
      Nevada, as described in EXHIBIT A hereto;

                  (b) All buildings, structures, improvements, fixtures and
      appurtenances now or hereafter placed on such real property, and all
      apparatus and equipment now or hereafter attached in any manner to the
      real property or any

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      building on the real property, including all pumping plants, engines,
      pipes, ditches and flumes, and also all gas, electric, cooking, heating,
      cooling, air conditioning, lighting, refrigeration and plumbing fixtures
      and equipment, all of which shall be considered to the fullest extent of
      the law to be real property for purposes of this Deed of Trust;

                  (c) All easements and rights of way appurtenant to such real
      property; all crops (growing or to be grown on such real property); all
      standing timber upon such real property; all development rights or credits
      and air rights; all water and water rights (whether riparian,
      appropriative, or otherwise, and whether or not appurtenant to such real
      property) and shares of stock pertaining to such water or water rights,
      ownership of which affect such real property; all minerals, oil, gas, and
      other hydrocarbon substances and rights thereto in, on, under, or upon
      such real property;

                  (d) All existing and future leases, subleases, subtenancies,
      licenses, occupancy agreements and concessions relating to the use and
      enjoyment of all or any part of such real property, and any and all
      guaranties and other agreements relating to or made in connection with any
      of the foregoing;

                  (e) All proceeds, including all claims to and demands for
      them, of the voluntary or involuntary conversion of any of the real
      property, buildings or the other property described above into cash or
      liquidated claims, including proceeds of all present and future fire,
      hazard or casualty insurance policies and all condemnation awards or
      payments now or later to be made by any public body or decree by any court
      of competent jurisdiction for any taking or in connection with any
      condemnation or eminent domain proceeding, and all causes of action and
      their proceeds for any breach of warranty, misrepresentation, damage or
      injury to, or defect in, the real property, buildings or the other
      property described above or any part of them; and

                  (f) All proceeds of, additions and accretions to,
      substitutions and replacements for, and changes in any of the property
      described above.

            1.2 Fixture Filing. This Deed of Trust constitutes a financing
statement filed as a fixture filing under NRS 104.9402(6) of the Nevada Uniform
Commercial Code covering any Property which now is or later may become a fixture
attached to the real property described in Paragraph 1.1(a) or any building
located thereon.

2.  THE SECURED OBLIGATIONS.
    -----------------------

            2.1 Purpose of Securing. Trustor makes the grant, conveyance,
transfer and assignment set forth in Section 1 for the purpose of securing the
following obligations (the "Secured Obligations") in any order of priority that
Beneficiary may choose:

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                  (a) Payment of all obligations of Las Vegas Industrial Park,
      LLC ("Obligor") to Beneficiary arising under the instrument(s) or
      agreement(s) described below (the "Debt Instrument"):

            [X]   a promissory note dated of even date, payable by Obligor as
                  maker in the stated principal amount of Thirteen Million Three
                  Hundred Thousand Dollars ($13,300,000.00) to the order of
                  Beneficiary.

            [  ]  a certain _____________________________ Agreement dated as
                  of ______________, 2000, between Obligor and Beneficiary which
                  provides for extensions of credit in a principal amount not
                  exceeding _________________ Dollars ($_________).

            [  ]  a certain ________________________________ Guaranty dated
                  ______________, 2000, in the principal amount of
                  _____________________ Dollars ($__________) given by Obligor
                  to Beneficiary in support of the obligations of
                  __________________ to Beneficiary.

            [   ] Describe ______________________________________________
                  _____________________________________________________.

            This Deed of Trust also secures payment of all obligations of
            Obligor under the Debt Instrument which arise after the Debt
            Instrument is extended, renewed, modified or amended pursuant to any
            written agreement between Obligor and Beneficiary, and all
            obligations of Obligor under any successor agreement or instrument
            which restates and supersedes the Debt Instrument in its entirety.

                        (b)  Payment and performance of all obligations of
            Trustor under this Deed of Trust; and

                        (c) Payment and performance of all future advances and
            other obligations that Trustor (or any successor in interest to
            Trustor) or Obligor (if different from Trustor) may agree to pay
            and/or perform (whether as principal, surety or guarantor) to or for
            the benefit of Beneficiary, when a writing signed by Trustor (or any
            successor in interest to Trustor) evidences said parties' agreement
            that such advance or obligation be secured by this Deed of Trust.

This Deed of Trust does not secure any obligation which expressly states that it
is unsecured, whether contained in the foregoing Debt Instrument or in any other
document, agreement or instrument.

                  2.2  Terms of Secured Obligations. All persons who may have or
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acquire an interest in all or any part of the Property will be considered to
have notice of, and will be bound by, the terms of the Debt Instrument described
in Paragraph 2.1(a) and each other agreement or instrument made or entered into
in connection with each of the Secured Obligations. The Debt Instrument, among
other things, provides for the following:

            [ ]   a revolving line of credit to Obligor pursuant to which
                  Obligor may borrow, repay extensions of credit, and re-borrow
                  amounts which have been repaid. The unpaid balance of the
                  revolving line of credit may at certain times be zero. A zero
                  balance does not affect Beneficiary's agreement to make
                  further extensions of credit under the Debt Instrument.
                  Beneficiary's interest under this Deed of Trust will remain in
                  full force and effect notwithstanding a zero balance under the
                  revolving line of credit.

            [X]   an interest rate which may vary from time to time on one or
                  more of the obligations arising under the Debt Instrument.

3.  ASSIGNMENT OF RENTS.
    -------------------

            3.1 Assignment. Trustor hereby irrevocably, absolutely, presently
and unconditionally assigns to Beneficiary all rents, royalties, issues,
profits, revenue, income and proceeds of the Property, whether now due, past due
or to become due, including all prepaid rents and security deposits
(collectively, the "Rents"), and confers upon Beneficiary the right to collect
such Rents with or without taking possession of the Property. In the event that
anyone establishes and exercises any right to develop, bore for or mine for any
water, gas, oil or mineral on or under the surface of the Property, any sums
that may become due and payable to Trustor as bonus or royalty payments, and any
damages or other compensation payable to Trustor in connection with the exercise
of any such rights, shall also be considered Rents assigned under this
Paragraph. This is an absolute assignment, not an assignment for security only.

            3.2 Grant of License. Notwithstanding the provisions of Paragraph
3.1, Beneficiary hereby confers upon Trustor a license ("License") to collect
and retain the Rents as they become due and payable, so long as no Event of
Default, as defined in Paragraph 5.2, shall exist and be continuing. If an Event
of Default has occurred and is continuing, Beneficiary shall have the right,
which it may choose to exercise in its sole discretion, to terminate this
License without notice to or demand upon Trustor, and without regard to the
adequacy of the security for the Secured Obligations.

4.  RIGHTS AND DUTIES OF THE PARTIES
    --------------------------------

            4.1 Representations and Warranties. Trustor represents and warrants
that Trustor lawfully possesses and holds fee simple title to all of the
Property, unless Trustor's present interest in the Property is described in
EXHIBIT A as a leasehold interest, in which case Trustor lawfully possesses and
holds a leasehold interest in the Property as stated


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in EXHIBIT A.
   ---------

            4.2 Taxes, Assessments, Liens and Encumbrances. Trustor shall pay
prior to delinquency all taxes, levies, charges and assessments, including
assessments on appurtenant water stock, imposed by any public or quasi-public
authority or utility company which are (or if not paid, may become) a lien on
all or part of the Property or any interest in it, or which may cause any
decrease in the value of the Property or any part of it. Trustor shall
immediately discharge any lien on the Property which Beneficiary has not
consented to in writing, and shall also pay when due each obligation secured by
or reducible to a lien, charge or encumbrance which now or hereafter encumbers
or appears to encumber all or part of the Property, whether the lien, charge or
encumbrance is or would be senior or subordinate to this Deed of Trust.

            4.3  Damages and Insurance and Condemnation Proceeds.
                 -----------------------------------------------

                  (a) Trustor hereby absolutely and irrevocably assigns to
      Beneficiary, and authorizes the payor to pay to Beneficiary, the following
      claims, causes of action, awards, payments and rights to payment
      (collectively, the "Claims"):

                        (i) all awards of damages and all other compensation
            payable directly or indirectly because of a condemnation, proposed
            condemnation or taking for public or private use which affects all
            or part of the Property or any interest in it;

                        (ii) all other awards, claims and causes of action,
            arising out of any breach of warranty or misrepresentation affecting
            all or any part of the Property, or for damage or injury to, or
            defect in, or decrease in value of all or part of the Property or
            any interest in it;

                        (iii)  all proceeds of any insurance policies payable
            because of loss sustained to all or part of the Property; and

                        (iv)  all interest which may accrue on any of the
            foregoing.

                  (b)  Trustor shall immediately notify Beneficiary in writing
            if:

                        (i) any damage occurs or any injury or loss is sustained
            to all or part of the Property, or any action or proceeding relating
            to any such damage, injury or loss is commenced; or

                        (ii) any offer is made, or any action or proceeding is
            commenced, which relates to any actual or proposed condemnation or
            taking of all or part of the Property.

      If Beneficiary chooses to do so, it may in its own name appear in or
      prosecute any


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      action or proceeding to enforce any cause of action based on breach of
      warranty or misrepresentation, or for damage or injury to, defect in, or
      decrease in value of all or part of the Property, and it may make any
      compromise or settlement of the action or proceeding. Beneficiary, if it
      so chooses, may participate in any action or proceeding relating to
      condemnation or taking of all or part of the Property, and may join
      Trustor in adjusting any loss covered by insurance.

                  (c) All proceeds of the Claims assigned to Beneficiary under
      this Paragraph shall be paid to Beneficiary. In each instance, Beneficiary
      shall apply those proceeds first toward reimbursement of all of
      Beneficiary's costs and expenses of recovering the proceeds, including
      attorneys' fees. Trustor further authorizes Beneficiary, at Beneficiary's
      option and in Beneficiary's sole discretion, and regardless of whether
      there is any impairment of the Property, (i) to apply the balance of such
      proceeds, or any portion of them, to pay or prepay some or all of the
      Secured Obligations in such order or proportion as Beneficiary may
      determine, or (ii) to hold the balance of such proceeds, or any portion of
      them, in a non-interest- bearing account to be used for the cost of
      reconstruction, repair or alteration of the Property, or (iii) to release
      the balance of such proceeds, or any portion of them, to Trustor. If any
      proceeds are released to Trustor, neither Beneficiary nor Trustee shall be
      obligated to see to, approve or supervise the proper application of such
      proceeds. If the proceeds are held by Beneficiary to be used to reimburse
      Trustor for the costs of restoration and repair of the Property, the
      Property shall be restored to the equivalent of its original condition, or
      such other condition as Beneficiary may approve in writing. Beneficiary
      may, at Beneficiary's option, condition disbursement of the proceeds on
      Beneficiary's approval of such plans and specifications prepared by an
      architect satisfactory to Beneficiary, contractor's cost estimates,
      architect's certificates, waivers of liens, sworn statements of mechanics
      and materialmen, and such other evidence of costs, percentage of
      completion of construction, application of payments, and satisfaction of
      liens as Beneficiary may reasonably require.

            4.4 Insurance. Trustor shall provide and maintain in force at all
times all risk property damage insurance on the Property and such other type of
insurance on the Property as may be required by Beneficiary in its reasonable
judgment. At Beneficiary's request, Trustor shall provide Beneficiary with a
counterpart original of any policy, together with a certificate of insurance
setting forth the coverage, the limits of liability, the carrier, the policy
number and the expiration date. Each such policy of insurance shall be in an
amount, for a term, and in form and content satisfactory to Beneficiary, and
shall be written only by companies approved by Beneficiary. In addition, each
policy of hazard insurance shall include a Form 438BFU or equivalent loss
payable endorsement in favor of Beneficiary.

            4.5  Maintenance and Preservation of Property.
                 ----------------------------------------

                  (a)  Trustor shall keep the Property in good condition and
      repair and shall not commit or allow waste of the Property.  Trustor shall
      not remove or


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      demolish the Property or any part of it, or alter, restore or add to the
      Property, or initiate or allow any change in any zoning or other land use
      classification which affects the Property or any part of it, except with
      Beneficiary's express prior written consent in each instance.

                  (b) If all or part of the Property becomes damaged or
      destroyed, Trustor shall promptly and completely repair and/or restore the
      Property in a good and workmanlike manner in accordance with sound
      building practices, regardless of whether or not Beneficiary agrees to
      disburse insurance proceeds or other sums to pay costs of the work of
      repair or reconstruction under Paragraph 4.3.

                  (c) Trustor shall not commit or allow any act upon or use of
      the Property which would violate any applicable law or order of any
      governmental authority, whether now existing or later to be enacted and
      whether foreseen or unforeseen, or any public or private covenant,
      condition, restriction or equitable servitude affecting the Property.
      Trustor shall not bring or keep any article on the Property or cause or
      allow any condition to exist on it, if that could invalidate or would be
      prohibited by any insurance coverage required to be maintained by Trustor
      on the Property or any part of it under this Deed of Trust.

                  (d) If Trustor's interest in the Property is a leasehold
      interest, Trustor shall observe and perform all obligations of Trustor
      under any lease or leases and shall refrain from taking any actions
      prohibited by any lease or leases. Trustor shall preserve and protect the
      leasehold estate and its value.

                  (e) If the Property is agricultural, Trustor shall farm the
      Property in a good and husbandlike manner. Trustor shall keep all trees,
      vines and crops on the Property properly cultivated, irrigated,
      fertilized, sprayed and fumigated, and shall replace all dead or
      unproductive trees or vines with new ones. Trustor shall prepare for
      harvest, harvest, remove and sell any crops growing on the Property.
      Trustor shall keep all buildings, fences, ditches, canals, wells and other
      farming improvements on the Property in first class condition, order and
      repair.

                  (f) Trustor shall perform all other acts which from the
      character or use of the Property may be reasonably necessary to maintain
      and preserve its value.

            4.6 Releases, Extensions, Modifications and Additional Security.
Without affecting the personal liability of any person, including Trustor (or
Obligor, if different from Trustor), for the payment of the Secured Obligations
or the lien of this Deed of Trust on the remainder of the Property for the
unpaid amount of the Secured Obligations, Beneficiary and Trustee are
respectively empowered as follows:

                  (a)  Beneficiary may from time to time and without notice:

                        (i)  release any person liable for payment of any
                             Secured


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            Obligation;

                        (ii)  extend the time for payment, or otherwise alter
            the terms of payment, of any Secured Obligation;

                        (iii) accept additional real or personal property of any
            kind as security for any Secured Obligation, whether evidenced by
            deeds of trust, mortgages, security agreements or any other
            instruments of security; or

                        (iv)  alter, substitute or release any property securing
            the Secured Obligations.

                  (b)  Trustee may perform any of the following acts when
       requested to do so by Beneficiary in writing:

                        (i) consent to the making of any plat or map of the
            Property or any part of it;

                        (ii) join in granting any easement or creating any
            restriction affecting the Property;

                        (iii) join in any subordination or other agreement
            affecting this Deed of Trust or the lien of it; or

                        (iv) reconvey the Property or any part of it without any
            warranty.

            4.7 Reconveyance. When all of the Secured Obligations have been paid
in full and no further commitment to extend credit continues, Trustee shall
reconvey the Property, or so much of it as is then held under this Deed of
Trust, without warranty to the person or persons legally entitled to it. In the
reconveyance, the grantee may be described as "the person or persons legally
entitled thereto," and the recitals of any matters or facts shall be conclusive
proof of their truthfulness. Neither Beneficiary nor Trustee shall have any duty
to determine the rights of persons claiming to be rightful grantees of any
reconveyance.

            4.8  Compensation and Reimbursement of Costs and Expenses.
                 ----------------------------------------------------

                  (a) Trustor agrees to pay fees in the maximum amounts legally
      permitted, or reasonable fees as may be charged by Beneficiary and Trustee
      when the law provides no maximum limit, for any services that Beneficiary
      or Trustee may render in connection with this Deed of Trust, including
      Beneficiary's providing a statement of the Secured Obligations or
      Trustee's rendering of services in connection with a reconveyance. Trustor
      shall also pay or reimburse all of Beneficiary's and Trustee's costs and
      expenses which may be incurred in rendering


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      any such services.

                  (b) Trustor further agrees to pay or reimburse Beneficiary for
      all costs, expenses and other advances which may be incurred or made by
      Beneficiary or Trustee to protect or preserve the Property or to enforce
      any terms of this Deed of Trust, including the exercise of any rights or
      remedies afforded to Beneficiary or Trustee or both of them under
      Paragraph 5.3, whether any lawsuit is filed or not, or in defending any
      action or proceeding arising under or relating to this Deed of Trust,
      including attorneys' fees and other legal costs, costs of any sale of the
      Property and any cost of evidence of title.

                  (c) Trustor shall pay all obligations arising under this
      Paragraph immediately upon demand by Trustee or Beneficiary. Each such
      obligation shall be added to, and considered to be part of, the principal
      of the Secured Obligations, and shall bear interest from the date the
      obligation arises at the rate provided in any instrument or agreement
      evidencing the Secured Obligations. If more than one rate of interest is
      applicable to the Secured Obligations, the highest rate shall be used for
      purposes hereof. If the instrument or agreement evidencing the Secured
      Obligations does not state a rate of interest, interest shall accrue at
      the rate of ten percent (10%) per annum.

            4.9  Exculpation and Indemnification.
                 -------------------------------

                  (a) Beneficiary shall not be directly or indirectly liable to
      Trustor or any other person as a consequence of any of the following:

                        (i) Beneficiary's exercise of or failure to exercise any
            rights, remedies or powers granted to it in this Deed of Trust;

                        (ii) Beneficiary's failure or refusal to perform or
            discharge any obligation or liability of Trustor under any agreement
            related to the Property or under this Deed of Trust;

                        (iii) Beneficiary's failure to produce Rents from the
            Property or to perform any of the obligations of the lessor under
            any lease covering the Property;

                        (iv) any waste committed by lessees of the Property or
            any other parties, or any dangerous or defective condition of the
            Property; or

                        (v) any loss sustained by Trustor or any third party
            resulting from any act or omission of Beneficiary in operating or
            managing the Property upon exercise of the rights or remedies
            afforded Beneficiary under Paragraph 5.3, unless the loss is caused
            by the wilful misconduct and bad faith of Beneficiary.


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      Trustor hereby expressly waives and releases all liability of the types
      described above, and agrees that no such liability shall be asserted
      against or imposed upon Beneficiary.

                  (b) Trustor agrees to indemnify Trustee and Beneficiary
      against and hold them harmless from all losses, damages, liabilities,
      claims, causes of action, judgments, court costs, attorneys' fees and
      other legal expenses, cost of evidence of title, cost of evidence of
      value, and other costs and expenses which either may suffer or incur in
      performing any act required or permitted by this Deed of Trust or by law
      or because of any failure of Trustor to perform any of its obligations.
      This agreement by Trustor to indemnify Trustee and Beneficiary shall
      survive the release and cancellation of any or all of the Secured
      Obligations and the full or partial release and/or reconveyance of this
      Deed of Trust.

            4.10 Defense and Notice of Claims and Actions. At Trustor's sole
expense, Trustor shall protect, preserve and defend the Property and title to
and right of possession of the Property, and the security of this Deed of Trust
and the rights and powers of Beneficiary and Trustee created under it, against
all adverse claims. Trustor shall give Beneficiary and Trustee prompt notice in
writing if any claim is asserted which does or could affect any of these
matters, or if any action or proceeding is commenced which alleges or relates to
any such claim.

            4.11 Substitution of Trustee. From time to time, Beneficiary may
substitute a successor to any Trustee named in or acting under this Deed of
Trust in any manner now or later to be provided at law, or by a written
instrument executed and acknowledged by Beneficiary and recorded in the office
of the recorder of the county where the Property is situated. Any such
instrument shall be conclusive proof of the proper substitution of the successor
Trustee, who shall automatically upon recordation of the instrument succeed to
all estate, title, rights, powers and duties of the predecessor Trustee, without
conveyance from it.

            4.12 Site Visits, Observation and Testing. Beneficiary shall have
the right at any reasonable time to enter and visit the Property for the
purposes of performing appraisals, observing the Property, taking and removing
soil or groundwater samples, and conducting tests on any part of the Property.
Beneficiary shall have no duty, however, to visit or observe the Property or to
conduct tests, and no site visit, observation or testing by Beneficiary shall
impose any liability on Beneficiary. In no event shall any site visit,
observation or testing by Beneficiary be a representation that Hazardous
Substances are or are not present in, on or under the Property, or that there
has been or shall be compliance with any law, regulation or ordinance pertaining
to Hazardous Substances or any other applicable governmental law. Neither
Trustor nor any other party is entitled to rely on any site visit, observation
or testing by Beneficiary. Beneficiary owes no duty of care to protect Trustor
or any other party against, or to inform Trustor or any other party of, any
Hazardous Substances or any other adverse condition affecting the Property.


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Beneficiary shall give Trustor reasonable notice before entering the Property.
Beneficiary shall make reasonable efforts to avoid interfering with Trustor's
use of the Property in exercising any rights provided in this Paragraph. For
purposes of this Paragraph, "Hazardous Substance" means any substance, material
or waste which is or becomes designated, classified or regulated as being
"toxic" or "hazardous" or which is or become similarly designated, classified or
regulated under any federal, state or local law, regulation or ordinance.

            4.13 Impound Account. At the request of Beneficiary, Trustor will
monthly pay to Beneficiary an amount equal to one-twelfth (1/12th) of the annual
costs of taxes and assessments on the Property plus the estimated next insurance
premiums on policies of insurance required under Paragraph 4.4 of this Deed of
Trust divided by the number of months between the date of computation and the
date the insurance premiums are due. Beneficiary may release the amounts paid
under this Paragraph to Trustor for payment by Trustor of such taxes,
assessments and insurance premiums, or Beneficiary may use such amounts to
itself pay such taxes, assessments and insurance premiums, at Beneficiary's
option.

5.  ACCELERATING TRANSFERS, DEFAULT AND REMEDIES.
    --------------------------------------------

            5.1  Accelerating Transfers
                 ----------------------

                  (a) "Accelerating Transfer" means any sale, contract to sell,
      conveyance, encumbrance, lease, or other transfer, whether voluntary,
      involuntary, by operation of law or otherwise, of all or any material part
      of the Property or any interest in it, including any transfer or exercise
      of any right to drill for or to extract any water (other than for
      Trustor's own use), oil, gas or other hydrocarbon substances or any
      mineral of any kind on or under the surface of the Property. If Trustor is
      a corporation, "Accelerating Transfer" also means any transfer or
      transfers of shares possessing, in the aggregate, more than fifty percent
      (50%) of the voting power. If Trustor is a partnership, "Accelerating
      Transfer" also means withdrawal or removal of any general partner,
      dissolution of the partnership under Nevada law, or any transfer or
      transfers of, in the aggregate, more than fifty percent (50%) of the
      partnership interests. If Trustor is a limited liability company,
      "Accelerating Transfer" also means withdrawal or removal of any manager,
      dissolution of the limited liability company under Nevada law, or any
      transfer or transfers of, in the aggregate, more than fifty percent (50%)
      of the membership interests.

                  (b) Trustor agrees that Trustor shall not make any
      Accelerating Transfer, unless the transfer is preceded by Beneficiary's
      express written consent to the particular transaction and transferee.
      Beneficiary may withhold such consent in its sole discretion. If any
      Accelerating Transfer occurs, Beneficiary in its sole discretion may
      declare all of the Secured Obligations to be immediately due and payable,
      and Beneficiary and Trustee may invoke any rights and remedies provided


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      by Paragraph 5.3 of this Deed of Trust.

            5.2 Events of Default. The occurrence of any one or more of the
following events, at the option of Beneficiary, shall constitute an event of
default ("Event of Default") under this Deed of Trust:

                  (a) Obligor fails to make any payment, when due, under the
      Debt Instrument (after giving effect to any applicable grace period), or
      any other default occurs under and as defined in the Debt Instrument or in
      any other instrument or agreement evidencing any of the Secured
      Obligations and such default continues beyond any applicable cure period;

                  (b)  Trustor fails to make any payment or perform any
      obligation which arises under this Deed of Trust;

                  (c) Any representation or warranty made in connection with
      this Deed of Trust or the Secured Obligations proves to have been false or
      misleading in any material respect when made; or

                  (d) Any default occurs under any other deed of trust on all or
      any part of the Property, or under any obligation secured by such deed of
      trust, whether such deed of trust is prior to or subordinate to this Deed
      of Trust.

            5.3 Remedies. At any time after the occurrence of an Event of
Default, Beneficiary and Trustee shall be entitled to invoke any and all of the
rights and remedies described below, as well as any other rights and remedies
authorized by law. All of such rights and remedies shall be cumulative, and the
exercise of any one or more of them shall not constitute an election of
remedies.

                  (a) Beneficiary may declare any or all of the Secured
      Obligations to be due and payable immediately.

                  (b) Beneficiary may apply to any court of competent
      jurisdiction for, and obtain appointment of, a receiver for the Property.

                  (c) Beneficiary, in person, by agent or by court-appointed
      receiver, may enter, take possession of, manage and operate all or any
      part of the Property, and in its own name or in the name of Trustor sue
      for or otherwise collect any and all Rents, including those that are past
      due, and may also do any and all other things in connection with those
      actions that Beneficiary may in its sole discretion consider necessary and
      appropriate to protect the security of this Deed of Trust. Such other
      things may include: entering into, enforcing, modifying, or canceling
      leases on such terms and conditions as Beneficiary may consider proper;
      obtaining and evicting tenants; fixing or modifying Rents; completing any
      unfinished construction; contracting for and making repairs and
      alterations; performing such


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<PAGE>
      acts of cultivation or irrigation as necessary to conserve the value of
      the Property; and preparing for harvest, harvesting and selling any crops
      that may be growing on the property. Trustor hereby irrevocably
      constitutes and appoints Beneficiary as its attorney-in-fact to perform
      such acts and execute such documents as Beneficiary in its sole discretion
      may consider to be appropriate in connection with taking these measures,
      including endorsement of Trustor's name on any instruments. Trustor agrees
      to deliver to Beneficiary all books and records pertaining to the
      Property, including computer-readable memory and any computer hardware or
      software necessary to access or process such memory, as may reasonably be
      requested by Beneficiary in order to enable Beneficiary to exercise its
      rights under this Paragraph.

                  (d) Either Beneficiary or Trustee may cure any breach or
      default of Trustor, and if it chooses to do so in connection with any such
      cure, Beneficiary or Trustee may also enter the Property and/or do any and
      all other things which it may in its sole discretion consider necessary
      and appropriate to protect the security of this Deed of Trust. Such other
      things may include: appearing in and/or defending any action or proceeding
      which purports to affect the security of, or the rights or powers of
      Beneficiary or Trustee under, this Deed of Trust; paying, purchasing,
      contesting or compromising any encumbrance, charge, lien or claim of lien
      which in Beneficiary's or Trustee's sole judgment is or may be senior in
      priority to this Deed of Trust, such judgment of Beneficiary or Trustee to
      be conclusive as among the parties to this Deed of Trust; obtaining
      insurance and/or paying any premiums or charges for insurance required to
      be carried under this Deed of Trust; otherwise caring for and protecting
      any and all of the Property; and/or employing counsel, accountants,
      contractors and other appropriate persons to assist Beneficiary or
      Trustee. Beneficiary and Trustee may take any of the actions permitted
      hereunder either with or without giving notice to any person.

                  (e) Beneficiary may bring an action in any court of competent
      jurisdiction to foreclose this instrument or to obtain specific
      enforcement of any of the covenants or agreements of this Deed of Trust.

                  (f) Beneficiary may cause the Property to be sold by Trustee
      as permitted by applicable law. Before any such trustee's sale,
      Beneficiary or Trustee shall give such notice of default and election to
      sell as may then be required by law. When all time periods then legally
      mandated have expired, and after such notice of sale as may then be
      legally required has been given, Trustee shall sell the Property, either
      as a whole or in separate parcels, and in such order as Trustee may
      determine, at a public auction to be held at the time and place specified
      in the notice of sale. Neither Trustee nor Beneficiary shall have any
      obligation to make demand on Trustor before any trustee's sale. From time
      to time in accordance with then applicable law, Trustee may, and in any
      event at Beneficiary's request shall, postpone any trustee's sale by
      public announcement at the time and place noticed for that sale. At any
      trustee's sale, Trustee shall sell to the highest bidder at public auction
      for cash in lawful money of the United States. Any person, including


                                      13

<PAGE>
      Trustor, Trustee or Beneficiary, may purchase at the trustee's sale.
      Trustee shall execute and deliver to the purchaser(s) a deed or deeds
      conveying the property being sold without any covenant or warranty
      whatsoever, express or implied. The recitals in any such deed of any
      matters or facts, including any facts bearing upon the regularity or
      validity of any trustee's sale, shall be conclusive proof of their
      truthfulness. Any such deed shall be conclusive against all persons as to
      the facts recited in it.

            5.4  Application of Sale Proceeds and Rents.
                 --------------------------------------

                  (a) Beneficiary and Trustee shall apply the proceeds of any
      sale of the Property in the following manner: first, to pay the portion of
      the Secured Obligations attributable to the costs, fees and expenses of
      the sale, including costs of evidence of title in connection with the
      sale; and, second, to pay all other Secured Obligations in any order and
      proportions as Beneficiary in its sole discretion may choose. The
      remainder, if any, shall be remitted to the person or persons entitled
      thereto.

                  (b) Beneficiary shall apply any and all Rents collected by it,
      and any and all sums other than proceeds of any sale of the Property which
      Beneficiary may receive or collect under Paragraph 5.3, in the following
      manner: first, to pay the portion of the Secured Obligations attributable
      to the costs and expenses of operation and collection that may be incurred
      by Trustee, Beneficiary or any receiver; and, second, to pay all other
      Secured Obligations in any order and proportions as Beneficiary in its
      sole discretion may choose. The remainder, if any, shall be remitted to
      the person or persons entitled thereto. Beneficiary shall have no
      liability for any funds which it does not actually receive.

6.  MISCELLANEOUS PROVISIONS
    ------------------------

            6.1  No Waiver or Cure.
                 -----------------

                  (a) Each waiver by Beneficiary or Trustee must be in writing,
      and no waiver shall be construed as a continuing waiver. No waiver shall
      be implied from any delay or failure by Beneficiary or Trustee to take
      action on account of any default of Trustor. Consent by Beneficiary or
      Trustee to any act or omission by Trustor shall not be construed as a
      consent to any other or subsequent act or omission or to waive the
      requirement for Beneficiary's or Trustee's consent to be obtained in any
      future or other instance.

                  (b) If any of the events described below occurs, that event
      alone shall not cure or waive any breach, Event of Default or notice of
      default under this Deed of Trust or invalidate any act performed pursuant
      to any such default or notice; or nullify the effect of any notice of
      default or sale (unless all Secured Obligations then due have been paid
      and performed); or impair the security of this Deed of Trust; or


                                      14

<PAGE>



      prejudice Beneficiary, Trustee or any receiver in the exercise of any
      right or remedy afforded any of them under this Deed of Trust; or be
      construed as an affirmation by Beneficiary of any tenancy, lease or
      option, or a subordination of the lien of this Deed of Trust:

                        (i) Beneficiary, its agent or a receiver takes
            possession of all or any part of the Property;

                        (ii) Beneficiary collects and applies Rents, either with
            or without taking possession of all or any part of the Property;

                        (iii) Beneficiary receives and applies to any Secured
            Obligation proceeds of any Property, including any proceeds of
            insurance policies, condemnation awards, or other claims, property
            or rights assigned to Beneficiary under this Deed of Trust;

                        (iv) Beneficiary makes a site visit, observes the
            Property and/or conducts tests thereon;

                        (v) Beneficiary receives any sums under this Deed of
            Trust or any proceeds of any collateral held for any of the Secured
            Obligations, and applies them to one or more Secured Obligations;

                        (vi) Beneficiary, Trustee or any receiver performs any
            act which it is empowered or authorized to perform under this Deed
            of Trust or invokes any right or remedy provided under this Deed of
            Trust.

            6.2  Powers of Beneficiary and Trustee.
                 ---------------------------------

                  (a) Trustee shall have no obligation to perform any act which
      it is empowered to perform under this Deed of Trust unless it is requested
      to do so in writing and is reasonably indemnified against loss, cost,
      liability and expense.

                  (b) Beneficiary may take any of the actions permitted under
      Paragraphs 5.3(b) and/or 5.3(c) regardless of the adequacy of the security
      for the Secured Obligations, or whether any or all of the Secured
      Obligations have been declared to be immediately due and payable, or
      whether notice of default and election to sell has been given under this
      Deed of Trust.

                  (c) From time to time, Beneficiary or Trustee may apply to any
      court of competent jurisdiction for aid and direction in executing the
      trust and enforcing the rights and remedies created under this Deed of
      Trust. Beneficiary or Trustee may from time to time obtain orders or
      decrees directing, confirming or approving acts in executing this trust
      and enforcing these rights and remedies.



                                      15

<PAGE>

            6.3  Nonborrower Trustor.
                 -------------------

                  (a) If any Trustor ("Nonborrower Trustor") is not the Obligor
      under the Debt Instrument described in Paragraph 2.1(a), such Nonborrower
      Trustor authorizes Beneficiary to perform any of the following acts at any
      time, all without notice to Nonborrower Trustor and without affecting
      Beneficiary's rights or Nonborrower Trustor's obligations under this Deed
      of Trust:

                        (i) Beneficiary may alter any terms of the Debt
            Instrument or any part of it, including renewing, compromising,
            extending or accelerating, or otherwise changing the time for
            payment of, or increasing or decreasing the rate of interest on, the
            Debt Instrument or any part of it;

                        (ii) Beneficiary may take and hold security for the Debt
            Instrument, accept additional or substituted security for the Debt
            Instrument, and subordinate, exchange, enforce, waive, release,
            compromise, fail to perfect, sell or otherwise dispose of any such
            security;

                        (iii) Beneficiary may apply any security now or later
            held for the Debt Instrument in any order that Beneficiary in its
            sole discretion may choose, and may direct the order and manner of
            any sale of all or any part of it and bid at any such sale;

                        (iv) Beneficiary may release Obligor of its liability
            for the Debt Instrument or any part of it; and

                        (v) Beneficiary may substitute, add or release any one
            or more guarantors or endorsers of the Debt Instrument.

                  (b)  Nonborrower Trustor waives:

                        (i) Any right it may have to require Beneficiary to
            proceed against Obligor, proceed against or exhaust any security
            held from Obligor, or pursue any other remedy in Beneficiary's power
            to pursue;

                        (ii) Any defense based on any legal disability of
            Obligor, any discharge or limitation of the liability of Obligor to
            Beneficiary, whether consensual or arising by operation of law or
            any bankruptcy, reorganization, receivership, insolvency, or
            debtor-relief proceeding, or from any other cause, or any claim that
            Nonborrower Trustor's obligations exceed or are more burdensome than
            those of Obligor;

                        (iii) All presentments, demands for performance, notices
            of nonperformance, protests, notices of protest, notices of
            dishonor, notices of acceptance of this Deed of Trust and of the
            existence, creation, or incurring


                                      16

<PAGE>



            of new or additional indebtedness of Obligor, and demands and
            notices of every kind;

                        (iv) Any defense based on or arising out of any defense
            that Obligor may have to the payment or performance of the Debt
            Instrument or any part of it; and

                        (v) All rights of subrogation, reimbursement,
            indemnification and contribution (contractual, statutory or
            otherwise), including any claim or right of subrogation under the
            Bankruptcy Code (Title 11 of the U.S. Code) or any successor
            statute, all rights to enforce any remedy that the Beneficiary may
            have against Obligor, and all rights to participate in any security
            now or later to be held by Beneficiary for the Debt Instrument.

                  (c) Nonborrower Trustor assumes full responsibility for
      keeping informed of Obligor's financial condition and business operations
      and all other circumstances affecting Obligor's ability to pay and perform
      its obligations to Beneficiary, and agrees that Beneficiary shall have no
      duty to disclose to Nonborrower Trustor any information which Beneficiary
      may receive about Obligor's financial condition, business operations, or
      any other circumstances bearing on its ability to perform.

                  (d) For purposes of this Paragraph 6.3, all references to the
      Debt Instrument shall also include any instrument or agreement executed by
      Obligor subsequent to the date of this Deed of Trust which is secured by
      this Deed of Trust in accordance with the provisions of Paragraph 2.1(c).

            6.4 Merger. No merger shall occur as a result of Beneficiary's
acquiring any other estate in or any other lien on the Property unless
Beneficiary consents to a merger in writing.

            6.5 Joint and Several Liability. If Trustor consists of more than
one person, each shall be jointly and severally liable for the faithful
performance of all of Trustor's obligations under this Deed of Trust.

            6.6  Applicable Law.  This Deed of Trust shall be governed by Nevada
law.

            6.7 Successors in Interest. The terms, covenants and conditions of
this Deed of Trust shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties. However, this Paragraph does not waive
the provisions of Paragraph 5.1.

            6.8 Interpretation. Whenever the context requires, all words used in
the singular will be construed to have been used in the plural, and vice versa,
and each gender will include any other gender. The captions of the sections of
this Deed of Trust are for


                                      17

<PAGE>
convenience only and do not define or limit any terms or provisions. The word
"include(s)" means "include(s), without limitation," and the word "including"
means "including, but not limited to." The word "obligations" is used in its
broadest and most comprehensive sense, and includes all primary, secondary,
direct, indirect, fixed and contingent obligations. It further includes all
principal, interest, prepayment charges, late charges, loan fees and any other
fees and charges accruing or assessed at any time, as well as all obligations to
perform acts or satisfy conditions. No listing of specific instances, items or
matters in any way limits the scope or generality of any language of this Deed
of Trust. The Exhibits to this Deed of Trust are hereby incorporated in this
Deed of Trust. "NRS" means Nevada Revised Statutes, and references to particular
sections of NRS includes any amendment or recodification of such section.

            6.9 In-House Counsel Fees. Whenever Trustor is obligated to pay or
reimburse Beneficiary or Trustee for any attorneys' fees, those fees shall
include the allocated costs for services of in-house counsel.

            6.10 Waiver of Marshaling. Trustor waives all rights, legal and
equitable, it may now or hereafter have to require marshaling of assets or to
direct the order in which any of the Property will be sold in the event of any
sale under this Deed of Trust, including any rights provided by NRS 100.040 and
100.050. Each successor and assign of Trustor, including any holder of a lien
subordinate to this Deed of Trust, by acceptance of its interest or lien agrees
that it shall be bound by the above waiver, as if it had given the waiver
itself.

            6.11 Severability. If any provision of this Deed of Trust should be
held unenforceable or void, that provision shall be deemed severable from the
remaining provisions and in no way affect the validity of this Deed of Trust
except that if such provision relates to the payment of any monetary sum, then
Beneficiary may, at its option, declare all Secured Obligations immediately due
and payable.

            6.12 Notices. Trustor hereby requests that a copy of notice of
default and notice of sale be mailed to it at the address set forth below. That
address is also the mailing address of Trustor as debtor under the Nevada
Uniform Commercial Code. Beneficiary's address given below is the address for
Beneficiary as secured party under the Nevada Uniform Commercial Code.

           6.13 Incorporation of Certain Nevada Covenants. The following
covenants, Nos. 1, 2 (an amount equal to the full replacement value), 3, 4 (the
default rate provided for in the Debt Instrument), 6, 7 (a reasonable), 8 and 9
of NRS 107.030, are hereby adopted and made a part of this Deed of Trust,
provided, that with respect to covenant Nos. 1, 2, 3, and 4 in the event of any
conflict between such covenants and the Debt Instrument or the other provisions
of this Deed of Trust, the Debt Instrument or such other provisions shall
prevail. Upon any Event of Default by Trustor hereunder, Beneficiary may (a)
declare all sums secured immediately due and payable without demand or notice
and/or (b) have a receiver appointed as a matter of right without regard to the
sufficiency


                                      18

<PAGE>
of the Property or any other security or guaranty and without any showing as
required by NRS 107.100. All remedies provided in this Deed of Trust are
distinct and cumulative to any other right or remedy under this Deed of Trust or
afforded by law or equity and may be exercised concurrently, independently or
successively. A sale of Property conducted pursuant to Covenants Nos. 6, 7 and 8
of NRS 107.030 may be conducted either as to the whole of the Property or in
separate parcels and in such order as Beneficiary or Trustee may determine.


[     ] If this box is checked, ________________________________________________
      signs as Trustor solely for the purpose of subjecting any potential
      community property interest in the Property to this Deed of Trust.


Addresses for Notices:         LAS VEGAS INDUSTRIAL PARK, LLC, a Nevada
                            limited liability company
P.O. Box 18747
Charlotte, NC 28218            By:    /s/ William R. Brooks
                                     ----------------------
                               Name: William R. Brooks
                                     ----------------------
                               Title:    Manager
                                     ----------------------



                                      19

<PAGE>


STATE OF     NC
           ------

COUNTY OF   Union
           -------

      This instrument was acknowledged before me on Jan. 12, 2000 by William R.
Brooks as Manager of LAS VEGAS INDUSTRIAL PARK, LLC, a Nevada limited liability
company.

                                    s/ Donna Bowen
                                    ------------------------------------
                                    Notary Public
                                    My commission expires:   8-12-03
                                                          --------------

                                    [NOTARY SEAL]





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