Exhibit 4.17

|Part A: |  | Form of Deed of Trust used for property located at 1730 E. Prospect Rd., Ft. Collins, CO
|------- |  | ----------------------------------------------------------------------------------------
|Part B: |  | Form of Deed of Trust used for property located at 609 14th Street SW, Loveland, CO     
|Part C: |  | Form of Deed of Trust used for property located at 6000 Condor Drive, Moorpark, CA      
|Part D: |  | Form of Mortgage used for property located at 20 Industrial Way, Rochester, NH          

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Exhibit 4.17
(Part A)

DEED OF TRUST, SECURITY AGREEMENT,  FINANCING STATEMENT AND    ASSIGNMENT OF RENTS

THIS DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, AND ASSIGNMENT OF RENTS (this "Deed of Trust") is given as of the 22nd day of October, 2001, by the
Borrower named below to the Trustee named below, for the use and benefit of the Lender named below.

PARTIES, PROPERTY, AND DEFINITIONS

The following terms and references shall have the meanings indicated:

1.1    Borrower:Water Pik, Inc., a Delaware corporation and Laars, Inc., a Delaware corporation,
individually and collectively, the legal address of each of which is 23 Corporate Plaza, Suite 246, Newport Beach, CA 92660, together with any future owner of the Property or any part thereof or
interest therein.

1.2    Lender:U.S. Bank National Association, whose legal address is 4100 Newport Place, Suite 120, Newport Beach,
CA 92660, together with any legal holder of the Note.

1.3    Trustee:The Public Trustee of Larimer County, Colorado.

1.4    Note:The Promissory Note of even date herewith, executed by Borrower and payable to the order of Lender in
the principal face amount of $5,980,000.00, the last payment under which is due on September 30, 2008, unless such due date is extended or accelerated, together with all renewals, extensions,
and modifications of the Note. All terms and provisions of the Note are incorporated by this reference in this Deed of Trust.

1.5    Loan Agreement:The Loan Agreement dated October 22, 2001 executed by Borrower and the Lender, and
all renewals, extensions, and modifications thereof. All capitalized terms not otherwise defined herein shall bear the meaning given to them in the Loan Agreement.

1.6    Existing Credit Agreement:The Restated Credit Agreement dated as of November 29, 1999 among
Borrower, certain guarantors named therein, certain lenders named therein and The Chase Manhattan Bank, as agent, as amended, modified or supplemented from time to time, and any successor revolving
credit or loan agreement to the current Existing Credit Agreement.

1.7    Real Property:The real property described in Exhibit A, attached hereto and by this reference
incorporated herein, together with all right, title and interest of Borrower in the following with respect to the real property, whether now owned or hereafter acquired by Borrower:



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1.8    Fixtures:All "fixtures," as such term is defined in the Uniform Commercial Code of Colorado (whether
actually or constructively attached or incorporated, and including all trade, domestic, and ornamental fixtures) now or hereafter located in, upon, or under such real property or improvements and used
or usable in connection with any present or future operation thereof but excluding all fixtures that are equipment and are used specifically for the operation and conduct of the business of Borrower
on the Real Property.

1.9    Intangible Personalty:All right, title and interest of the Borrower in and to the following, with respect
to the Real Property:



1.10    Property:The Real Property, the Fixtures and the Intangible Personalty are sometimes collectively called
the "Property." All of the Real Property, Fixtures and Intangible Personalty, whether affixed or annexed or not, and all rights hereby conveyed and mortgaged are intended to be as a unit and are
hereby understood and agreed and declared to be appropriated to the use of the real estate, and shall for the purposes of this Deed of Trust be deemed to be real estate and conveyed and mortgaged
hereby.

1.11Any capitalized terms not otherwise defined in this Deed of Trust and not defined in the Loan Agreement, shall bear the
meaning given to them in Article 9 of the Code (as defined below).

1.12    Secured Obligations:The Property is granted and shall be held for the purpose of securing the following
(the "Secured Obligations"):



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The
Note, this Deed of Trust, Financing Statement, Environmental Indemnity, Related Agreements, Loan Agreement, and any and all other documents or instruments executed in connection with
the foregoing to evidence or secure the Note shall be hereinafter collectively called the "Loan Documents".



1.13    Intercreditor Agreement:That certain Intercreditor Agreement of even date herewith by and between Lender
and The Chase Manhattan Bank, as Agent under the Existing Credit Agreement.

ARTICLE 2  GRANTING CLAUSE

2.1    Grant to Trustee.As security for the Secured Obligations, Borrower hereby grants, bargains, sells, and
conveys the Real Property to Trustee, in trust forever, with power of sale, for the use and benefit of Lender, and subject to all provisions hereof.

2.2    Security Interest to Lender.As additional security for the Secured Obligations, Borrower hereby grants to
Lender a security interest in the Fixtures and in the Intangible Personalty (collectively, the "Collateral"). To the extent any of the Collateral may be
or has been acquired with funds advanced by Lender under the Loan Documents, this security interest is a purchase money security interest. This Deed of Trust constitutes a Security Agreement under the
Uniform Commercial Code of Colorado (the "Code") with respect to any part of the Collateral that may or might now or hereafter be or be deemed to be personal property; all of the terms, provisions,
conditions and agreements contained in this Deed of Trust pertain and apply to the Collateral as fully and to the same extent as to any other property comprising the Property, and the following
provisions of this section shall not limit the generality or applicability of any other provision of this Deed of Trust but shall be in addition thereto:



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2.3The Borrower agrees that Lender may, to the extent permitted by applicable law, prepare and file financing statements,
amendments thereto, and continuation statements without the signature of the Borrower and file any financing statement, amendment thereto or continuation statement electronically.

ARTICLE 3  BORROWER'S TITLE AND AUTHORITY

3.1    Warranty of Title.Borrower represents and warrants to Lender that Borrower has good and marketable title to
the Real Property in fee simple absolute, subject only to the lien of general taxes for the current year, a lien due and payable, but not yet delinquent, and those additional matters, if any, set
forth in Exhibit B, attached hereto and by this reference incorporated herein ("Permitted Exceptions"). Borrower further represents and warrants to Lender that Borrower is the absolute owner of
the Collateral, free of any liens, encumbrances, security interests, and other claims whatsoever, except insofar as the Collateral may be encumbered by the lien of general taxes for the current year,
a lien due and payable, but not yet delinquent and except for liens granted to the lenders under the Existing Credit Agreement as in effect on the date of this Deed of Trust. Borrower, for itself and
its successors and assigns, hereby agrees to warrant and forever defend, all and singular, all of the Property and property interest granted and conveyed in trust pursuant to this Deed of Trust,
against every person whomsoever lawfully claiming, or to claim, the same or any part thereof, subject to the Permitted Exceptions and other exceptions described in this section. The warranties
contained in this section shall survive foreclosure of this Deed of Trust, and shall inure to the benefit of and be enforceable by any person who may acquire title to the Real Property or the
Collateral pursuant to any such foreclosure.

3.2    Waiver of Homestead and Other Exemptions.To the extent permitted by law, Borrower hereby waives all rights
to any homestead or other exemption to which Borrower would otherwise be entitled under any present or future constitutional, statutory, or other provision of applicable state or federal law.

3.3    Due Authorization.If Borrower is other than a natural person, then each individual who executes this
document on behalf of Borrower represents and warrants to Lender that such execution has been duly authorized by all necessary corporate, partnership, or other action on the part of Borrower.

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ARTICLE 4  BORROWER'S AFFIRMATIVE COVENANTS

4.1    Payment of Note.Borrower will pay all principal, interest, and other sums payable under the Note, the Loan
Agreement or this Deed of Trust or the Loan Documents, on the date when such payments are due, without notice or demand.

4.2    Performance of Other Obligations.Borrower will promptly and strictly perform and comply with all other
covenants, conditions, and prohibitions required of Borrower by the terms of the Loan Documents.

4.3    Other Encumbrances.Borrower will promptly and strictly perform and comply with all covenants, conditions,
and prohibitions required of Borrower in connection with any other encumbrance affecting the Real Property or the Collateral, or any part thereof, or any interest therein, regardless of whether such
other encumbrance is superior or subordinate to the lien hereof. This paragraph does not authorize any lien or encumbrance against the Real Property or the Collateral except as permitted by
Section 3.1 or with the prior written consent of the Lender as provided in this Deed of Trust.

4.4    Payment of Taxes.



If
Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrower will pay the Impositions in question, together with any interest and
penalties thereon, within ten (10) days after Lender gives notice of such determination.

4.5    Maintenance of Insurance.Borrower shall provide and maintain policies of insurance on the Property in
accordance with the Loan Agreement.

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4.6    Lease Obligations.Borrower represents and warrants to Lender that none of the Property is leased by
Borrower to any tenant. In the event there are at any time in the future any leases of all or any part of the Property, Borrower shall perform promptly all of Borrower's obligations under or in
connection with each such lease of all or any part of the Property (collectively called the "Leases"). If Borrower receives at any time any written communication from any tenant under any Lease
asserting a default by Borrower under any Lease, or purporting to terminate or cancel any Lease, Borrower will promptly forward a copy of such communication (and any subsequent communications relating
thereto) to Lender.

4.7    Recertified Appraisal.If at any time (a) an Event of Default (as defined below) has occurred, or
(b) the Lender is required by law or regulation to obtain a new appraisal, the Lender may require a new appraisal of the Real Property.

4.8    Management.Borrower shall obtain Lender's advance written approval of any outside management services
provided, and of any contract therefor or assignment thereof, which written approval shall not be unreasonably withheld.

4.9    Condemnation.Borrower hereby assigns, transfers and sets over unto Lender the entire proceeds of any award
or any claim for damages for any of the Real Property taken or damaged under the power of eminent domain or by condemnation. Lender may elect, in its discretion, to apply the proceeds of the award
upon or in reduction of the Secured Obligations, whether due or not.

4.10    Mechanics' Liens.Borrower will keep the Real Property free and clear of all liens and claims of liens by
contractors, subcontractors, mechanics, laborers, material men, and other such persons in the manner provided in the Loan Agreement.

4.11    Defense of Actions.Borrower will defend, at Borrower's expense, any action, proceeding or claim which
affects any Property encumbered hereby or any interest of Lender in such Property or in the Secured Obligations, and will indemnify and hold Lender harmless from all loss, damage, cost, or expense,
including attorneys' fees, which Lender may incur in connection therewith.

4.12    Further Assurances; Estoppel Certificates.Borrower will execute and deliver to Lender upon demand, and pay
the costs of preparation and recording thereof, any further documents which Lender may request to confirm or perfect the liens and security interests created or intended to be created hereby, or to
confirm or perfect any evidence of the Secured Obligations. Borrower will also, within ten (10) days after any request by Lender, deliver to Lender a signed and acknowledged statement
certifying to Lender, or to any proposed transferee of the Secured Obligations, (a) the balance of principal, interest, and other sums then outstanding under the Note, and (b) whether
Borrower claims to have any offsets or defenses with respect to the Secured Obligations and, if so, the nature of such offsets or defenses.

4.13    Parking Requirements.Borrower shall maintain at all times sufficient parking spaces to comply with the
parking requirements of all Leases, zoning and other regulations affecting the Property.

4.14    Financial Statements and Inspection of Records.Borrower, at Borrower's expense, shall furnish to Lender
the financial and other reports required by the Loan Agreement.

4.15    Environmental Representations and Warranties.Borrower has executed for the benefit of the Lender the
Environmental Indemnity, the provisions of which are included herein by reference. Borrower shall comply with, observe and perform each of the terms and provisions of the Environmental Indemnity.

4.16    Change in Name, Location of Collateral, Etc.Without giving at least thirty (30) days' prior written
notice to Lender, the Borrower shall not: (a) change its name, federal employer's identification number, jurisdiction of organization or form of business association; (b) change the
location of its place

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of business (or chief executive office if more than one place of business); or (c) add to or change any location at which any of the Fixtures is stored, held or located.

ARTICLE 5  BORROWER'S NEGATIVE COVENANTS

5.1    Waste.Borrower will not commit or permit any waste with respect to the Real Property or the Collateral.

5.2    Zoning and Private Covenants.Except as specifically provided in the Loan Agreement, if at all, Borrower
will not initiate, join in, or consent to any change in any zoning ordinance or classification, any change in the "zone lot" or "zone lots" (or similar zoning unit or units) presently comprising the
Real Property, any change in any private restrictive covenant, or any change in any other public or private restriction limiting or defining the uses which may be made of the Real Property or any part
thereof, without the express written consent of Lender. If under applicable zoning provisions the use of all or any part of the Real Property is or becomes a nonconforming use, Borrower will not cause
such use to be discontinued or abandoned without the express written consent of Lender.

5.3    Disposition of Mortgaged Property, Leases, or Beneficial Interest in Borrower.It is expressly acknowledged,
covenanted and agreed that except as may be permitted in this Deed of Trust that there may be no sale, lease, exchange, assignment, conveyance, encumbrance, mortgage, alienation, transfer or other
disposition (herein collectively called a "Disposition") of (a) all or any portion of the Property or any lease thereof (or any interest therein) which gives the lessee any option to purchase
the Property or any part thereof, or (b) all or any part of the legal or beneficial ownership interest or management control in Borrower, unless Lender has provided its prior written consent
thereto. In the event there occurs a Disposition without Lender's written consent, then Lender may, at Lender's option, accelerate the maturity of the Note and enforce any and all of Lender's rights,
remedies and recourses set forth in this Deed of Trust upon the occurrence of an Event of Default. It is acknowledged and agreed that the Lender may withhold, at its sole option, its consent to any
Disposition as described above. Lender's failure to respond or otherwise consent within such thirty (30) day period shall be deemed a denial of the request for approval. Lender's failure to
exercise its remedies hereunder for a disapproved Disposition shall not be construed as a waiver of Lender's right to subsequently exercise such remedies, and Lender's approval of a Disposition shall
not be construed as a waiver of the provisions hereof with respect to any subsequent Disposition. The rights and options herein granted to Lender may be exercised at Lender's sole option and
discretion, need not be based upon an increased business risk or any other risk, and are an integral and valuable part of the security given to Lender. Notwithstanding the provisions of this section,
Borrower may sell or otherwise convey the Property, or any interest therein, without the consent of Lender provided that all outstanding and unpaid amounts of the Secured Obligations are fully repaid
at the time of such sale or conveyance.

5.4    Further Encumbrance of Property.Borrower will not create, place or permit to be created or placed or allow
to remain against the Real Property or the Fixtures any mortgage or deed of trust, regardless of whether the same is expressly subordinate to the liens and security interests imposed hereby or by any
other instruments securing the Secured Obligations and Borrower shall not encumber the Property without the prior written consent of Lender.

5.5    Transfer or Removal of Fixtures.Borrower will not sell, transfer or remove from the Real Property all or
any material part of the Fixtures, unless the items sold, transferred, or removed are simultaneously replaced with similar items of equal or greater value.

5.6    Further Encumbrance of Collateral.Borrower will not create or permit any junior lien, security interest or
other encumbrance against the Collateral (except pursuant to the Existing Credit Agreement, as in effect on the date of this Deed of Trust) without the prior written consent of Lender.

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5.7    Improper Use of Property or Collateral.Borrower will not use the Real Property or the Collateral for any
purpose or in any manner, or take any action with respect to the Real Property or the Collateral which violates any applicable law, ordinance, or other governmental requirement, the requirements or
conditions of any insurance policy, or any private covenant.

ARTICLE 6  EVENTS OF DEFAULT

Each of the following events will constitute a default (an "Event of Default") under this Deed of Trust and under each of the other Loan Documents:

6.1    Failure to Pay.Default shall be made in the payment of any installment of principal or interest on the Note
or any other sum under the Loan Documents when due (after giving consideration to any grace period which may be applicable under such document).

6.2    Insolvency.The dissolution or termination of, or the insolvency of, Borrower, the appointment of a receiver
for any part of Borrower's property, any general assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

6.3    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, any creditor of any Grantor against any collateral securing the Secured Obligations, or by
any governmental agency.

6.4    Judgment.A writ of execution or attachment or any similar process shall be issued or levied against all or
any part of or interest in the Real Property or a material part of the Collateral, or any judgment involving monetary damages shall be entered against Borrower which shall become a lien on the Real
Property or the Collateral or any portion thereof or interest therein and such execution, attachment, or similar process or judgment is not released, bonded, satisfied, vacated, or stayed within sixty
(60) days after its entry or levy.

6.5    Superior Lien Against the Property.The assertion of any claim of priority over this Deed of Trust, by
title, lien, or otherwise in any legal, administrative, or equitable proceeding, unless such assertion be
withdrawn, or effective action satisfactory to Lender commenced (and thereafter diligently prosecuted) and Lender is secured against any loss or damage therefrom, within thirty (30) days of the
assertion of such claim.

6.6    Abandonment.The actual or constructive abandonment of all or a substantial portion of the Real Property or
the Collateral (such abandonment constituting an assignment to Lender, at Lender's option, of Borrower's interest in any lease or contract now or hereafter affecting the abandoned property).

6.7    Valid First Lien.The failure of Lender to have a valid first lien against the entire Real Property and
Collateral as to all advances made now or at any time in the future pursuant to the Note, this Deed of Trust, or any other Loan Documents or the Note, the Deed of Trust or any of the Loan Documents
ceases to be in full force and effect (including failure of any security agreement to create a valid and perfected security interest) at any time and for any reason.

6.8    Breach of Lease.Borrower shall be in default under any Lease and such default shall continue for 30
calendar days after notice thereof by Lender to the Borrower and the lender or agent for the lenders, as applicable, under the Existing Credit Agreement; provided, however, that in the event that such
default is not capable of being cured (as determined by Lender in its reasonable discretion) within 30 calendar days, then Borrower shall have such longer period of time as Borrower reasonably
requires to cure such default so long as Borrower commences cure within the 30 day period

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and thereafter diligently pursues cure to completion; and provided, further, that such longer period of time shall in no event exceed 60 calendar days.

6.9    Other Defaults.Failure of Borrower to comply with or to perform when due any other term, obligation,
covenant or condition contained in the Note, this Deed of Trust or any other Loan Documents (and such failure shall not constitute an Event of Default under any of the other provisions of this section
entitled "EVENTS OF DEFAULT")and such failure to comply shall continue for 30 calendar days after notice thereof to the Borrower by the Lender;
provided, however, that in the event that such failure to comply is not capable of being cured (as determined by Lender in its reasonable discretion) within 30 calendar days, then Borrower shall have
such longer period of time as Borrower reasonably requires to cure such failure to comply so long as Borrower commences cure within the 30 day period and thereafter diligently pursues cure to
completion; and provided, further, that such longer period of time shall in no event exceed 60 calendar days.

6.10    Default in Favor of Third Parties.Should Borrower default under any of the following in connection with a
transaction the total value of which is equal to or greater than $1,000,000.00: any loan, extension of credit, agreement executed in connection with security for a loan or extension of credit, or in
favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay the Secured Obligations or perform its obligations under the Note, this Deed
of Trust or any of the Loan Documents.

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

ARTICLE 7  BANK'S REMEDIES

Immediately upon or any time after the occurrence of any Event of Default hereunder, Lender may exercise any remedy available at law or in equity, including but
not limited to those listed below and those listed in the other Loan Documents, in such sequence or combination as Lender may determine in Lender's sole discretion:

7.1    Performance of Defaulted Obligations.Lender may make any payment or perform any other obligation under the
Loan Documents which Borrower has failed to make or perform, and Borrower hereby irrevocably appoints Lender as the true and lawful attorney-in-fact for Borrower to make any
such payment and perform any such obligation in the name of Borrower, which appointment is coupled with Lender's interest in the Real Property and the Collateral. All payments made and expenses
(including attorneys' fees and legal assistant's fees) incurred by Lender in this connection, together with interest thereon at the Default Rate, as set forth in the Note, from the date paid or
incurred until repaid, will be part of the Secured Obligations and will be immediately due and payable by Borrower to Lender.

7.2    Specific Performance and Injunctive Relief.Notwithstanding the availability of legal remedies, Lender will
be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Borrower to cure or refrain from repeating any default.

7.3    Acceleration of Secured Obligations.Lender may, without notice or demand, declare all of the Secured
Obligations immediately due and payable in full.

7.4    Possession of Property.Lender may enter and take possession of the Real Property and the Collateral without
seeking or obtaining the appointment of a receiver, may employ a managing agent for the Real Property and the Collateral, and may complete the development and construction

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described in the Loan Agreement with respect to all or any part of the Real Property or the Collateral, either in Lender's name or in the name of Borrower.

7.5    Enforcement of Security Interests.Lender may exercise all rights of a secured party under the Code with
respect to the Collateral. Any requirement for reasonable notice of the time and place of any public sale, or of the time after which any private sale or other disposition is to be made, will be
satisfied by Lender's giving of such notice to Borrower at least fifteen (15) days prior to the time of any public sale or the time after which any private sale or other intended disposition is
to be made. If permitted by statute or court decision, the Collateral may be sold by the Trustee as part of the foreclosure sale of the Real Property.

7.6    Foreclosure Against Property.Lender may foreclose this Deed of Trust, insofar as it encumbers the Property,
either by judicial action or through a public trustee foreclosure sale through the Trustee in the manner provided by statute.



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7.7    Appointment of Receiver.Lender shall be entitled, as a matter of absolute right and without regard to the
value of any security for the Secured Obligations or the solvency of any person liable therefore, to the appointment of a receiver for the Property, the Leases, and the Rents upon ex parteapplication
to any court of competent jurisdiction. Borrower waives any right to any hearing or notice of hearing prior to the appointment of a
receiver.

7.8    Right to Make Repairs, Improvements.Should any part of the Property come into the possession of Lender or a
receiver, whether before or after an Event of Default, Lender or the receiver and receiver's agents shall be empowered:



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7.9    Further Assurances.Upon issuance of a deed or deeds pursuant to foreclosure of this Deed of Trust, all
right, title, and interest of the Borrower in and to any Leases shall, by virtue of this instrument, thereupon vest in and become the absolute property of the grantee or grantees in such deed or deeds
without any further act or assignment by the Borrower. Borrower hereby agrees to execute all instruments of assignment or further assurance in favor of such grantee or grantees in such deed or deeds,
as may be necessary or desirable for such purpose. But nothing contained herein shall prevent Lender from terminating any subordinated Lease not approved by the Lender through such foreclosure.

7.10    Intercreditor Agreement.The rights and remedies of the Lender hereunder are subject to the provisions of
the Intercreditor Agreement.

ARTICLE 8  ASSIGNMENT OF RENTS

8.1    Assignment of Rents.To further secure the Secured Obligations, Borrower does hereby sell, assign and
transfer unto the Lender all rents, now due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents"), whether written or verbal, or any letting of, or of
any agreement for the sale, or occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Borrower does
hereby appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to collect all of said Rents arising from or accruing at
any time hereafter, and all now due or that may hereafter become due under each and every of the Leases, or other similar agreements, written or verbal, which may hereafter exist on the Property, on
the condition that Lender hereby grants to Borrower a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or
any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default

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under the Loan Documents. Borrower expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when the
same become due and in compliance with the Loan Documents. Such license shall be revocable by Lender without notice to Borrower at any time upon or after an Event of Default under the Loan Documents,
and immediately upon any such revocation, Lender shall be entitled to receive, and Borrower shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession
or control of Borrower and all Leases, and other such agreements. It is the intention of the Borrower to create and grant, and it is the intention of Lender to create and receive, a present and
absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter become due, but it is agreed that the Lender's right to collect the Rents is conditioned upon the
existence of an Event of Default under the Loan Documents. Failure of Lender at any time or from time to time to enforce its rights under this ARTICLE 8 shall not in any manner prevent its subsequent
enforcement, and Lender is not obligated to collect anything hereunder, but is accountable only for sums collected. Nothing contained herein shall be construed as constituting the Lender a mortgagee
in possession in the absence of the taking of actual possession of the Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise
of the powers herein granted to the Lender, no liability shall be asserted or enforced against the Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of
the provisions of this section, none of the provisions hereof shall cause or affect the sale, transfer and assignment of revenues arising from the conduct of Borrower's business on the Real Property.

8.2    Covenants Regarding Leases.Borrower agrees:



8.3    Representations Regarding Leases.Borrower represents and warrants that at the time of the execution of this
Deed of Trust by Borrower, there are no Leases and Borrower has no present intention of entering into any Leases.

8.4    Further Assignments.Borrower shall give Lender at any time upon demand any further or additional forms of
assignment of transfer of Rents, leases and security as may be reasonably requested by Lender, and shall deliver to Lender executed copies of all such leases and security.

8.5    Authority of Lender.Any tenants or occupants of any part of the Real Property pursuant to any Leases that
may come into existence are hereby authorized to recognize the claims of Lender

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hereunder without investigating the reason for any action taken by Lender, or the validity or the amount of indebtedness owing to Lender, or the existence of a Default or Event of Default under any
Loan Document, or the application to be made by Lender of any amounts to be paid to Lender. The
sole signature of Lender or a receiver shall be sufficient for the exercise of any rights under this ARTICLE 8 and the sole receipt of Lender or a receiver for any sums received shall be a full
discharge and release therefore to any such tenant or occupant of the Real Property; and Borrower hereby releases each such tenant and occupant or purchaser which makes payments to Lender under this
ARTICLE 8 from any liability under the applicable Lease or occupancy agreement. Checks for all or any part of the rentals collected under this ARTICLE 8 shall be drawn to the exclusive order of Lender
or such receiver.

8.6    Indemnification of Lender.Nothing herein contained shall be deemed to obligate Lender to perform or
discharge any obligation, duty, or liability of lessor under any Lease of the Real Property, and Borrower shall and does hereby indemnify and hold Lender harmless from any and all liability, loss, or
damage which Lender may or might incur under any Lease of the Real Property or by reason of this assignment; and any and all such liability, loss, or damage incurred by Lender, together with the costs
and expenses, including reasonable attorneys' fees, incurred by Lender in defense of any claims or demands therefore (whether successful or not), shall be additional Secured Obligations, and Borrower
shall reimburse Lender therefore on demand.

8.7    Lender's Right of Possession in Case of Default.In any case in which under the provision of this Deed of
Trust, the Lender has a right to institute foreclosure proceedings, whether before or after the whole principal sum secured hereby is declared to be immediately due, or whether before or after the
institution of legal proceedings to foreclose the lien hereof or before or after sale thereunder, promptly upon demand of Lender, Borrower shall surrender to Lender and Lender shall be entitled to
take actual possession of the Property or any part thereof personally, or by its agents or attorneys, as for condition broken, and Lender in its discretion may, with or without force and with or
without process of law, enter upon and take and maintain possession of all or any part of the Real Property, together with all documents, books, records, papers and accounts of the Borrower or then
owners of the Real Property relating thereto, and may exclude the Borrower, its agents or servants, wholly therefrom and may, as attorney-in-fact or agent of the Borrower, or
in its own name as Lender and under the powers herein granted, hold, operate, manage and control the Property and conduct the business, if any, thereof, either personally or by its agents, and with
full power to use such measures, legal or equitable, as in its discretion or in the discretion of its successors or assigns may be deemed proper or necessary to enforce the payment or security of the
rents, of the Real Property.

8.8    Severability and Survival.The provisions of this ARTICLE 8 shall survive the foreclosure of the lien of
this Deed of Trust and the exercise of the power of sale granted under this Deed of Trust until the expiration of all periods of redemption following any such foreclosure or sale and thereafter with
respect to all Rents arising prior to or attributable to the period prior to the expiration of all such redemption periods.

ARTICLE 9  ACCOMMODATION DEED OF TRUST

With respect to Water Pik, to the extent it has provided security for the benefit of Laars pursuant to its grant of this Deed of Trust and to the extent
applicable California law with respect to guaranties and
suretyship may be held to apply hereto (notwithstanding the choice of law provision contained herein), Water Pik agrees that until all indebtedness secured by this Deed of Trust shall have been paid
in full, and no commitment on the part of the Lender to make future advances or extend credit either to Laars or Water Pik exists, Water Pik shall have no right of subrogation, and waives any right to
enforce any remedy which Lender now has or may hereafter have against any person liable for the Indebtedness secured by this Deed of Trust, and waives any benefit of, any right to participate in any

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security now or hereafter held by Lender and without limiting the generality of the foregoing, Water Pik specifically waives and relinquishes as against Lender any defense or benefit otherwise
available to Water Pik should Lender make an election of remedies as against any person liable for the Indebtedness (and irrespective of the circumstances or manner in which or whereby such election
is made) which destroys or impairs Water Pik's subrogation rights or rights to proceed against any person liable for the indebtedness secured hereby for reimbursement and, further, to the extent Water
Pik may be deemed a guarantor hereunder, such "guarantor" waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as
non-judicial foreclosure with respect to security for a "guaranteed" obligation, has destroyed the "guarantor's" rights of subrogation and reimbursement against Laars by the operation of
Section 580d of theCalifornia Code of Civil Procedureor otherwise. This is an unconditional waiver of any rights and defenses Water Pik may
have because Laars' obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the
Code of Civil Procedure. Water Pik assumes the responsibility for being and keeping itself informed of the financial condition of Laars and of all other circumstances bearing upon the risk of
nonpayment of the indebtedness secured hereby which diligent inquiry would reveal, and agrees that Lender shall have no duty to advise Water Pik of information known to it regarding such condition or
circumstances.

ARTICLE 10  MISCELLANEOUS PROVISIONS

10.1    Time of the Essence.Time is of the essence with respect to all provisions of this Deed of Trust.

10.2    Rights and Remedies Cumulative.Lender's rights and remedies under each of the Loan Documents are
cumulative of the rights and remedies available to Lender under each of the other Loan Documents and those otherwise available to Lender at law or in equity. No act of Lender shall be construed as an
election to proceed under any particular provision of any Loan Document to the exclusion of any other provision in the same or any other Loan Document, or as an election of remedies to the exclusion
of any other remedy which may then or thereafter be available to Lender.

10.3    No Implied Waivers.Lender shall not be deemed to have waived any provision of this Deed of Trust unless
such waiver is in writing and is signed by Lender. Without limiting the generality of the preceding sentence, neither Lender's acceptance of any payment with knowledge of a default by
Borrower, nor any failure by Lender to exercise any remedy following a default by Borrower shall be deemed a waiver of such default, and no waiver by Lender of any particular default on the part of
Borrower shall be deemed a waiver of any other default or of any similar default in the future.

10.4    No Third Party Rights.No person shall be a third party beneficiary of any provision of this Deed of Trust.
All provisions of this Deed of Trust favoring Lender are intended solely for the benefit of Lender, and no third party shall be entitled to assume or expect that Lender will or will not waive or
consent to modification of any such provision in Lender's sole discretion.

10.5    Preservation of Liability and Priority.Without affecting the liability of Borrower or of any other person
(except a person expressly released in writing) for payment and performance of all of the Secured Obligations, and without affecting the rights of Lender with respect to any security not expressly
released in writing, and without impairing in any way the priority of this Deed of Trust over the interests of any person acquired or first evidenced by recording subsequent to the recording hereof,
Lender may, either before or after the maturity of the Note, and without notice or consent: (a) release any person liable for payment or performance of all or any part of the Secured
Obligations; (b) make any agreement altering the terms of payment or performance of all or any of the Secured Obligations; (c) exercise or refrain from exercising, or waive, any right or
remedy which Lender may have under any

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of the Loan Documents; (d) accept additional security of any kind for any of the Secured Obligations; or (e) release or otherwise deal with any real property or Collateral securing the
Secured Obligations. Any person acquiring or recording evidence of any interest of any nature in the Real Property or the Collateral shall be deemed, by acquiring such interest or recording any
evidence thereof, to have agreed and consented to any or all such actions by Lender.

10.6    Subrogation of Lender.Lender shall be subrogated to the lien of any previous encumbrance discharged with
funds advanced by Lender under the Loan Documents, regardless of whether such previous encumbrance has been released of record.

10.7    Notices.Any notice required or permitted to be given by Borrower or Lender under this Deed of Trust shall
be in writing and will be deemed given (a) upon personal delivery or upon confirmed transmission by telecopier or similar facsimile transmission device, (b) on the first business day
after receipted delivery to a courier service which guarantees next-business-day delivery, or (c) on the third business day

[Deed of Trust continues on following page]

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after
mailing, by registered or certified United States mail, postage prepaid, in any case to the appropriate party at its address set forth below:

If
to Borrower:



With
a copy to:



If
to Lender:



With
a copy to:



Any
person may change such person's address for notices or copies of notices by giving notice to the other party in accordance with this section.

10.8    Defeasance.Upon payment and performance in full of all the Secured Obligations and all costs of releasing
this Deed of Trust, Lender will execute and deliver to Borrower such documents as may be required to release this Deed of Trust of record.

10.9    Illegality.If any provision of this Deed of Trust is held to be illegal, invalid, or unenforceable under
present or future laws effective during the term of this Deed of Trust, the legality, validity, and enforceability of the remaining provisions of this Deed of Trust shall not be affected thereby, and
in lieu of each such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Deed of Trust a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable. If the rights and liens created by this Deed of Trust shall be invalid or unenforceable as to any part of the Secured
Obligations, then the unsecured portion of the Secured Obligations shall be completely paid prior to the payment of the remaining and secured portion of the Secured Obligations, and all payments made

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on the Secured Obligations shall be considered to have been paid on and applied first to the complete payment of the unsecured portion of the Secured Obligations.

10.10    Obligations Binding Upon Borrower's Successors.This Deed of Trust is binding upon Borrower and Borrower's
successors and assigns, including all grantees and remote grantees of any interest of Borrower in the Property, and shall inure to the benefit of Lender, and its successors and assigns, and the
provisions hereof shall likewise be covenants running with the land. The duties, covenants, conditions, obligations, and warranties of Borrower in this Deed of Trust shall be joint and several
obligations of Borrower and Borrower's successors and assigns.

10.11    Governing Law.The laws of the State of Colorado shall govern the validity, construction, enforcement, and
interpretation of this Deed of Trust, without regard to principles of conflicts of laws.

10.12    Survival.This Deed of Trust shall survive foreclosure of the liens created hereby, to the extent
necessary to fulfill its purposes.

10.13    Multiple Parties.All obligations of Borrower hereunder shall be joint and several and all references to
"Borrower" shall mean each and every Borrower. That means that each and every entity or person executing this Deed of Trust below as a Borrower is responsible for all of Borrower's obligations in this
Deed of Trust.

Signed
and delivered as of the date first mentioned above.

Water Pik, Inc., a Delaware corporation

|By: |  |                                                                                    |  | 
|--- |  | ---------------------------------------------------------------------------------- |  | 
|    |  | Victor C. Streufert
Vice PresidentFinance,
Chief Financial Officer, and
Treasurer |  | 

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Exhibit 4.17
(Part B)

DEED OF TRUST, SECURITY AGREEMENT,  FINANCING STATEMENT AND  ASSIGNMENT OF RENTS

THIS DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, AND ASSIGNMENT OF RENTS (this "Deed of Trust") is given as of the 22nd day of October, 2001, by the
Borrower named below to the Trustee named below, for the use and benefit of the Lender named below.

ARTICLE 1  PARTIES, PROPERTY, AND DEFINITIONS

The following terms and references shall have the meanings indicated:

1.1    Borrower:Water Pik, Inc., a Delaware corporation and Laars, Inc., a Delaware corporation,
individually and collectively, the legal address of each of which is 23 Corporate Plaza, Suite 246, Newport Beach, CA 92660, together with any future owner of the Property or any part thereof or
interest therein.

1.2    Lender:U.S. Bank National Association, whose legal address is 4100 Newport Place, Suite 120, Newport Beach,
CA 92660, together with any legal holder of the Note.

1.3    Trustee:The Public Trustee of Larimer County, Colorado.

1.4    Note:The Promissory Note of even date herewith, executed by Borrower and payable to the order of Lender in
the principal face amount of $3,510,000.00, the last payment under which is due on September 30, 2008, unless such due date is extended or accelerated, together with all renewals, extensions,
and modifications of the Note. All terms and provisions of the Note are incorporated by this reference in this Deed of Trust.

1.5    Loan Agreement:The Loan Agreement dated October 22, 2001 executed by Borrower and the Lender, and
all renewals, extensions, and modifications thereof. All capitalized terms not otherwise defined herein shall bear the meaning given to them in the Loan Agreement.

1.6    Existing Credit Agreement:The Restated Credit Agreement dated as of November 29, 1999 among
Borrower, certain guarantors named therein, certain lenders named therein and The Chase Manhattan Bank, as agent, as amended, modified or supplemented from time to time, and any successor revolving
credit or loan agreement to the current Existing Credit Agreement.

1.7    Real Property:The real property described in Exhibit A, attached hereto and by this reference
incorporated herein, together with all right, title and interest of Borrower in the following with respect to the real property, whether now owned or hereafter acquired by Borrower:



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1.8    Fixtures:All "fixtures," as such term is defined in the Uniform Commercial Code of Colorado (whether
actually or constructively attached or incorporated, and including all trade, domestic, and
ornamental fixtures) now or hereafter located in, upon, or under such real property or improvements and used or usable in connection with any present or future operation thereof but excluding all
fixtures that are equipment and are used specifically for the operation and conduct of the business of Borrower on the Real Property.

1.9    Intangible Personalty:All right, title and interest of the Borrower in and to the following, with respect
to the Real Property:



1.10    Property:The Real Property, the Fixtures and the Intangible Personalty are sometimes collectively called
the "Property." All of the Real Property, Fixtures and Intangible Personalty, whether affixed or annexed or not, and all rights hereby conveyed and mortgaged are intended to be as a unit and are
hereby understood and agreed and declared to be appropriated to the use of the real estate, and shall for the purposes of this Deed of Trust be deemed to be real estate and conveyed and mortgaged
hereby.

1.11Any capitalized terms not otherwise defined in this Deed of Trust and not defined in the Loan Agreement, shall bear the
meaning given to them in Article 9 of the Code (as defined below).

1.12    Secured Obligations:The Property is granted and shall be held for the purpose of securing the following
(the "Secured Obligations"):



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The
Note, this Deed of Trust, Financing Statement, Environmental Indemnity, Related Agreements, Loan Agreement, and any and all other documents or instruments executed in connection with the foregoing
to evidence or secure the Note shall be hereinafter collectively called the "Loan Documents".



1.13    Intercreditor Agreement:That certain Intercreditor Agreement of even date herewith by and between Lender
and The Chase Manhattan Bank, as Agent under the Existing Credit Agreement.

ARTICLE 2  GRANTING CLAUSE

2.1    Grant to Trustee.As security for the Secured Obligations, Borrower hereby grants, bargains, sells, and
conveys the Real Property to Trustee, in trust forever, with power of sale, for the use and benefit of Lender, and subject to all provisions hereof.

2.2    Security Interest to Lender.As additional security for the Secured Obligations, Borrower hereby grants to
Lender a security interest in the Fixtures and in the Intangible Personalty (collectively, the "Collateral"). To the extent any of the Collateral may be
or has been acquired with funds advanced by Lender under the Loan Documents, this security interest is a purchase money security interest. This Deed of Trust constitutes a Security Agreement under the
Uniform Commercial Code of Colorado (the "Code") with respect to any part of the Collateral that may or might now or hereafter be or be deemed to be personal property; all of the terms, provisions,
conditions and agreements contained in this Deed of Trust pertain and apply to the Collateral as fully and to the same extent as to any other property comprising the Property, and the following
provisions of this section shall not limit the generality or applicability of any other provision of this Deed of Trust but shall be in addition thereto:



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2.3The Borrower agrees that Lender may, to the extent permitted by applicable law, prepare and file financing statements,
amendments thereto, and continuation statements without the signature of the Borrower and file any financing statement, amendment thereto or continuation statement electronically.

ARTICLE 3  BORROWER'S TITLE AND AUTHORITY

3.1    Warranty of Title.Borrower represents and warrants to Lender that Borrower has good and marketable title to
the Real Property in fee simple absolute, subject only to the lien of general taxes for the current year, a lien due and payable, but not yet delinquent, and those additional matters, if any, set
forth in Exhibit B, attached hereto and by this reference incorporated herein ("Permitted Exceptions"). Borrower further represents and warrants to Lender that Borrower is the absolute owner of
the Collateral, free of any liens, encumbrances, security interests, and other claims whatsoever, except insofar as the Collateral may be encumbered by the lien of general taxes for the current year,
a lien due and payable, but not yet delinquent and except for liens granted to the lenders under the Existing Credit Agreement as in effect on the date of this Deed of Trust. Borrower, for itself and
its successors and assigns, hereby agrees to warrant and forever defend, all and singular, all of the Property and property interest granted and conveyed in trust pursuant to this Deed of Trust,
against every person whomsoever lawfully claiming, or to claim, the same or any part thereof, subject to the
Permitted Exceptions and other exceptions described in this section. The warranties contained in this section shall survive foreclosure of this Deed of Trust, and shall inure to the benefit of and be
enforceable by any person who may acquire title to the Real Property or the Collateral pursuant to any such foreclosure.

3.2    Waiver of Homestead and Other Exemptions.To the extent permitted by law, Borrower hereby waives all rights
to any homestead or other exemption to which Borrower would otherwise be entitled under any present or future constitutional, statutory, or other provision of applicable state or federal law.

3.3    Due Authorization.If Borrower is other than a natural person, then each individual who executes this
document on behalf of Borrower represents and warrants to Lender that such execution has been duly authorized by all necessary corporate, partnership, or other action on the part of Borrower.

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ARTICLE 4  BORROWER'S AFFIRMATIVE COVENANTS

4.1Payment of Note.Borrower will pay all principal, interest, and other sums payable under the Note, the Loan
Agreement or this Deed of Trust or the Loan Documents, on the date when such payments are due, without notice or demand.

4.2    Performance of Other Obligations.Borrower will promptly and strictly perform and comply with all other
covenants, conditions, and prohibitions required of Borrower by the terms of the Loan Documents.

4.3    Other Encumbrances.Borrower will promptly and strictly perform and comply with all covenants, conditions,
and prohibitions required of Borrower in connection with any other encumbrance affecting the Real Property or the Collateral, or any part thereof, or any interest therein, regardless of whether such
other encumbrance is superior or subordinate to the lien hereof. This paragraph does not authorize any lien or encumbrance against the Real Property or the Collateral except as permitted by
Section 3.1 or with the prior written consent of the Lender as provided in this Deed of Trust.

4.4Payment of Taxes.



If
Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrower will pay the Impositions in question, together with any interest and penalties
thereon, within ten (10) days after Lender gives notice of such determination.

4.5    Maintenance of Insurance.Borrower shall provide and maintain policies of insurance on the Property in
accordance with the Loan Agreement.

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4.6    Lease Obligations.Borrower represents and warrants to Lender that none of the Property is leased by
Borrower to any tenant. In the event there are at any time in the future any leases of all or any part of the Property, Borrower shall perform promptly all of Borrower's obligations under or in
connection with each such lease of all or any part of the Property (collectively called the "Leases"). If Borrower receives at any time any written communication from any tenant under any Lease
asserting a default by Borrower under any Lease, or purporting to terminate or cancel any Lease, Borrower will promptly forward a copy of such communication (and any subsequent communications relating
thereto) to Lender.

4.7    Recertified Appraisal.If at any time (a) an Event of Default (as defined below) has occurred, or
(b) the Lender is required by law or regulation to obtain a new appraisal, the Lender may require a new appraisal of the Real Property.

4.8    Management.Borrower shall obtain Lender's advance written approval of any outside management services
provided, and of any contract therefore or assignment thereof, which written approval shall not be unreasonably withheld.

4.9    Condemnation.Borrower hereby assigns, transfers and sets over unto Lender the entire proceeds of any award
or any claim for damages for any of the Real Property taken or damaged under the power of eminent domain or by condemnation. Lender may elect, in its discretion, to apply the proceeds of the award
upon or in reduction of the Secured Obligations, whether due or not.

4.10    Mechanics' Liens.Borrower will keep the Real Property free and clear of all liens and claims of liens by
contractors, subcontractors, mechanics, laborers, material men, and other such persons in the manner provided in the Loan Agreement.

4.11    Defense of Actions.Borrower will defend, at Borrower's expense, any action, proceeding or claim which
affects any Property encumbered hereby or any interest of Lender in such Property or in the Secured Obligations, and will indemnify and hold Lender harmless from all loss, damage, cost, or expense,
including attorneys' fees, which Lender may incur in connection therewith.

4.12    Further Assurances; Estoppel Certificates.Borrower will execute and deliver to Lender upon demand, and pay
the costs of preparation and recording thereof, any further documents which Lender may request to confirm or perfect the liens and security interests created or intended to be created hereby, or to
confirm or perfect any evidence of the Secured Obligations. Borrower will also, within ten (10) days after any request by Lender, deliver to Lender a signed and acknowledged statement
certifying to Lender, or to any proposed transferee of the Secured Obligations, (a) the balance of principal, interest, and other sums then outstanding under the Note, and (b) whether
Borrower claims to have any offsets or defenses with respect to the Secured Obligations and, if so, the nature of such offsets or defenses.

4.13    Parking Requirements.Borrower shall maintain at all times sufficient parking spaces to comply with the
parking requirements of all Leases, zoning and other regulations affecting the Property.

4.14    Financial Statements and Inspection of Records.Borrower, at Borrower's expense, shall furnish to Lender
the financial and other reports required by the Loan Agreement.

4.15    Environmental Representations and Warranties.Borrower has executed for the benefit of the Lender the
Environmental Indemnity, the provisions of which are included herein by reference. Borrower shall comply with, observe and perform each of the terms and provisions of the Environmental Indemnity.

4.16    Change in Name, Location of Collateral, Etc.Without giving at least thirty (30) days' prior written
notice to Lender, the Borrower shall not: (a) change its name, federal employer's identification number, jurisdiction of organization or form of business association; (b) change the
location of its place of business (or chief executive office if more than one place of business); or (c) add to or change any location at which any of the Fixtures is stored, held or located.

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ARTICLE 5  BORROWER'S NEGATIVE COVENANTS

5.1    Waste.Borrower will not commit or permit any waste with respect to the Real Property or the Collateral.

5.2    Zoning and Private Covenants.Except as specifically provided in the Loan Agreement, if at all, Borrower
will not initiate, join in, or consent to any change in any zoning ordinance or classification, any change in the "zone lot" or "zone lots" (or similar zoning unit or units) presently comprising the
Real Property, any change in any private restrictive covenant, or any change in any other public or private restriction limiting or defining the uses which may be made of the Real Property or any part
thereof, without the express written consent of Lender. If under applicable zoning provisions the use of all or any part of the Real Property is or becomes a nonconforming use, Borrower will not cause
such use to be discontinued or abandoned without the express written consent of Lender.

5.3    Disposition of Mortgaged Property, Leases, or Beneficial Interest in Borrower.It is expressly acknowledged,
covenanted and agreed that except as may be permitted in this Deed of Trust that there may be no sale, lease, exchange, assignment, conveyance, encumbrance, mortgage, alienation, transfer or other
disposition (herein collectively called a "Disposition") of (a) all or any portion of the Property or any lease thereof (or any interest therein) which gives the lessee any option to purchase
the Property or any part thereof, or (b) all or any part of the legal or beneficial ownership interest or management control in Borrower, unless Lender has provided its prior written consent
thereto. In the event there occurs a Disposition without Lender's written consent, then Lender may, at Lender's option, accelerate the maturity of the Note and enforce any and all of Lender's rights,
remedies and recourses set forth in this Deed of Trust upon the occurrence of an Event of Default. It is acknowledged and agreed that the Lender may withhold, at its sole option, its consent to any
Disposition as described above. Lender's failure to respond or otherwise consent within such thirty (30) day period shall be deemed a denial of the request for approval. Lender's failure to
exercise its remedies hereunder for a disapproved Disposition shall not be construed as a waiver of Lender's right to subsequently exercise such remedies, and Lender's approval of a Disposition shall
not be construed as a waiver of the provisions hereof with respect to any subsequent Disposition. The rights and options herein granted to Lender may be exercised at Lender's sole option and
discretion, need not be based upon an increased business risk or any other risk, and are an integral and valuable part of the security given to Lender. Notwithstanding the provisions of this section,
Borrower may sell or otherwise convey
the Property, or any interest therein, without the consent of Lender provided that all outstanding and unpaid amounts of the Secured Obligations are fully repaid at the time of such sale or
conveyance.

5.4    Further Encumbrance of Property.Borrower will not create, place or permit to be created or placed or allow
to remain against the Real Property or the Fixtures any mortgage or deed of trust, regardless of whether the same is expressly subordinate to the liens and security interests imposed hereby or by any
other instruments securing the Secured Obligations and Borrower shall not encumber the Property without the prior written consent of Lender.

5.5    Transfer or Removal of Fixtures.Borrower will not sell, transfer or remove from the Real Property all or
any material part of the Fixtures, unless the items sold, transferred, or removed are simultaneously replaced with similar items of equal or greater value.

5.6    Further Encumbrance of Collateral.Borrower will not create or permit any junior lien, security interest or
other encumbrance against the Collateral (except pursuant to the Existing Credit Agreement, as in effect on the date of this Deed of Trust) without the prior written consent of Lender.

5.7    Improper Use of Property or Collateral.Borrower will not use the Real Property or the Collateral for any
purpose or in any manner, or take any action with respect to the Real Property or

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the Collateral which violates any applicable law, ordinance, or other governmental requirement, the requirements or conditions of any insurance policy, or any private covenant.

ARTICLE 6  EVENTS OF DEFAULT

Each of the following events will constitute a default (an "Event of Default") under this Deed of Trust and under each of the other Loan Documents:

6.1    Failure to Pay.Default shall be made in the payment of any installment of principal or interest on the Note
or any other sum under the Loan Documents when due (after giving consideration to any grace period which may be applicable under such document).

6.2    Insolvency.The dissolution or termination of, or the insolvency of, Borrower, the appointment of a receiver
for any part of Borrower's property, any general assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

6.3    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, any creditor of any Grantor against any collateral securing the Secured Obligations, or by
any governmental agency.

6.4    Judgment.A writ of execution or attachment or any similar process shall be issued or levied against all or
any part of or interest in the Real Property or a material part of the Collateral, or any judgment involving monetary damages shall be entered against Borrower which shall become a lien on the Real
Property or the Collateral or any portion thereof or interest therein and such execution, attachment, or similar process or judgment is not released, bonded, satisfied, vacated, or stayed within sixty
(60) days after its entry or levy.

6.5    Superior Lien Against the Property.The assertion of any claim of priority over this Deed of Trust, by
title, lien, or otherwise in any legal, administrative, or equitable proceeding, unless such assertion be withdrawn, or effective action satisfactory to Lender commenced (and thereafter diligently
prosecuted) and Lender is secured against any loss or damage there from, within thirty (30) days of the assertion of such claim.

6.6    Abandonment.The actual or constructive abandonment of all or a substantial portion of the Real Property or
the Collateral (such abandonment constituting an assignment to Lender, at Lender's option, of Borrower's interest in any lease or contract now or hereafter affecting the abandoned property).

6.7    Valid First Lien.The failure of Lender to have a valid first lien against the entire Real Property and
Collateral as to all advances made now or at any time in the future pursuant to the Note, this Deed of Trust, or any other Loan Documents or the Note, the Deed of Trust or any of the Loan Documents
ceases to be in full force and effect (including failure of any security agreement to create a valid and perfected security interest) at any time and for any reason.

6.8    Breach of Lease.Borrower shall be in default under any Lease and such default shall continue for 30
calendar days after notice thereof by Lender to the Borrower and the lender or agent for the lenders, as applicable, under the Existing Credit Agreement; provided, however, that in the event that such
default is not capable of being cured (as determined by Lender in its reasonable discretion) within 30 calendar days, then Borrower shall have such longer period of time as Borrower reasonably
requires to cure such default so long as Borrower commences cure within the 30 day period and thereafter diligently pursues cure to completion; and provided, further, that such longer period of
time shall in no event exceed 60 calendar days.

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6.9    Other Defaults.Failure of Borrower to comply with or to perform when due any other term, obligation,
covenant or condition contained in the Note, this Deed of Trust or any other Loan Documents (and such failure shall not constitute an Event of Default under any of the other provisions of this section
entitled "EVENTS OF DEFAULT")and such failure to comply shall continue for 30 calendar days after notice thereof to the Borrower by the Lender;
provided, however, that in the event that such failure to comply is not capable of being cured (as determined by Lender in its reasonable discretion) within 30 calendar days, then Borrower shall have
such longer period of time as Borrower reasonably requires to cure such failure to comply so long as Borrower commences cure within the 30 day period and thereafter diligently pursues cure to
completion; and provided, further, that such longer period of time shall in no event exceed 60 calendar days.

6.10    Default in Favor of Third Parties.Should Borrower default under any of the following in connection with a
transaction the total value of which is equal to or greater than $1,000,000.00: any loan, extension of credit, agreement executed in connection with security for a loan or extension of credit, or in
favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay the Secured Obligations or perform its obligations under the Note, this Deed
of Trust or any of the Loan Documents.

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

ARTICLE 7  LENDER'S REMEDIES

Immediately upon or any time after the occurrence of any Event of Default hereunder, Lender may exercise any remedy available at law or in equity, including but
not limited to those listed below and those listed in the other Loan Documents, in such sequence or combination as Lender may determine in Lender's sole discretion:

7.1    Performance of Defaulted Obligations.Lender may make any payment or perform any other obligation under the
Loan Documents which Borrower has failed to make or perform, and Borrower hereby irrevocably appoints Lender as the true and lawful attorney-in-fact for Borrower to make any
such payment and perform any such obligation in the name of Borrower, which appointment is coupled with Lender's interest in the Real Property and the Collateral. All payments made and expenses
(including attorneys' fees and legal assistant's fees) incurred by Lender in this connection, together with interest thereon at the Default Rate, as set forth in the Note, from the date paid or
incurred until repaid, will be part of the Secured Obligations and will be immediately due and payable by Borrower to Lender.

7.2    Specific Performance and Injunctive Relief.Notwithstanding the availability of legal remedies, Lender will
be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Borrower to cure or refrain from repeating any default.

7.3    Acceleration of Secured Obligations.Lender may, without notice or demand, declare all of the Secured
Obligations immediately due and payable in full.

7.4    Possession of Property.Lender may enter and take possession of the Real Property and the Collateral without
seeking or obtaining the appointment of a receiver, may employ a managing agent for the Real Property and the Collateral, and may complete the development and construction described in the Loan
Agreement with respect to all or any part of the Real Property or the Collateral, either in Lender's name or in the name of Borrower.

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7.5    Enforcement of Security Interests.Lender may exercise all rights of a secured party under the Code with
respect to the Collateral. Any requirement for reasonable notice of the time and place of any public sale, or of the time after which any private sale or other disposition is to be made, will be
satisfied by Lender's giving of such notice to Borrower at least fifteen (15) days prior to the time of any public sale or the time after which any private sale or other intended disposition is
to be made. If permitted by statute or court decision, the Collateral may be sold by the Trustee as part of the foreclosure sale of the Real Property.

7.6    Foreclosure Against Property.Lender may foreclose this Deed of Trust, insofar as it encumbers the Property,
either by judicial action or through a public trustee foreclosure sale through the Trustee in the manner provided by statute.



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7.7    Appointment of Receiver.Lender shall be entitled, as a matter of absolute right and without regard to the
value of any security for the Secured Obligations or the solvency of any person liable therefore, to the appointment of a receiver for the Property, the Leases, and the Rents upon ex parteapplication
to any court of competent jurisdiction. Borrower waives any right to any hearing or notice of hearing prior to the appointment of a
receiver.

7.8    Right to Make Repairs, Improvements.Should any part of the Property come into the possession of Lender or a
receiver, whether before or after an Event of Default, Lender or the receiver and receiver's agents shall be empowered:



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7.9    Further Assurances.Upon issuance of a deed or deeds pursuant to foreclosure of this Deed of Trust, all
right, title, and interest of the Borrower in and to any Leases shall, by virtue of this instrument, thereupon vest in and become the absolute property of the grantee or grantees in such deed or deeds
without any further act or assignment by the Borrower. Borrower hereby agrees to execute all instruments of assignment or further assurance in favor of such grantee or grantees in such deed or deeds,
as may be necessary or desirable for such purpose. But nothing contained herein shall prevent Lender from terminating any subordinated Lease not approved by the Lender through such foreclosure.

7.10    Intercreditor Agreement.The rights and remedies of the Lender hereunder are subject to the provisions of
the Intercreditor Agreement.

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ARTICLE 8  ASSIGNMENT OF RENTS

8.1    Assignment of Rents.To further secure the Secured Obligations, Borrower does hereby sell, assign and
transfer unto the Lender all rents, now due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents "), whether written or verbal, or any letting of, or
of any agreement for the sale, or occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Borrower does
hereby appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to collect all of said Rents arising from or accruing at
any time hereafter, and all now due or that may hereafter become due under each and every of the Leases, or other similar agreements, written or verbal, which may hereafter exist on the Property, on
the condition that Lender hereby grants to Borrower a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or
any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after
application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when the same become due and in compliance with the Loan Documents. Such license shall be revocable
by Lender without notice to Borrower at any time upon or after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Borrower
shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such agreements. It is the intention of the
Borrower to create and grant, and it is the intention of Lender to create and receive, a present and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter
become due, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of Lender at any time or from time
to time to enforce its rights under this ARTICLE 8 shall not in any manner prevent its subsequent enforcement, and Lender is not obligated to collect anything hereunder, but is accountable only for
sums collected. Nothing contained herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the Property by the Lender
pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of the powers herein granted to the Lender, no liability shall be asserted or enforced against
the Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this section, none of the provisions hereof shall cause or effect the sale,
transfer and assignment of revenues arising from the conduct of Borrower's business on the Real Property.

8.2    Covenants Regarding Leases.Borrower agrees:



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8.3    Representations Regarding Leases.Borrower represents and warrants that at the time of the execution of this
Deed of Trust by Borrower, there are no Leases and Borrower has no present intention of entering into any Leases.

8.4    Further Assignments.Borrower shall give Lender at any time upon demand any further or additional forms of
assignment of transfer of Rents, leases and security as may be reasonably requested by Lender, and shall deliver to Lender executed copies of all such leases and security.

8.5    Authority of Lender.Any tenants or occupants of any part of the Real Property pursuant to any Leases that
may come into existence are hereby authorized to recognize the claims of Lender hereunder without investigating the reason for any action taken by Lender, or the validity or the amount of indebtedness
owing to Lender, or the existence of a Default or Event of Default under any Loan Document, or the application to be made by Lender of any amounts to be paid to Lender. The sole signature of Lender or
a receiver shall be sufficient for the exercise of any rights under this ARTICLE 8 and the sole receipt of Lender or a receiver for any sums received shall be a full discharge and release therefore to
any such tenant or occupant of the Real Property; and Borrower hereby releases each such tenant and occupant or purchaser which makes payments to Lender under this ARTICLE 8 from any liability under
the applicable Lease or occupancy agreement. Checks for all or any part of the rentals collected under this ARTICLE 8 shall be drawn to the exclusive order of Lender or such receiver.

8.6    Indemnification of Lender.Nothing herein contained shall be deemed to obligate Lender to perform or
discharge any obligation, duty, or liability of lessor under any Lease of the Real Property, and Borrower shall and does hereby indemnify and hold Lender harmless from any and all liability, loss, or
damage which Lender may or might incur under any Lease of the Real Property or by reason of this assignment; and any and all such liability, loss, or damage incurred by Lender, together with the costs
and expenses, including reasonable attorneys' fees, incurred by Lender in defense of any claims or demands therefore (whether successful or not), shall be additional Secured Obligations, and Borrower
shall reimburse Lender therefore on demand.

8.7    Lender's Right of Possession in Case of Default.In any case in which under the provision of this Deed of
Trust, the Lender has a right to institute foreclosure proceedings, whether before or after the whole principal sum secured hereby is declared to be immediately due, or whether before or after the
institution of legal proceedings to foreclose the lien hereof or before or after sale there under, promptly upon demand of Lender, Borrower shall surrender to Lender and Lender shall be entitled to
take actual possession of the Property or any part thereof personally, or by its agents or attorneys, as for condition broken, and Lender in its discretion may, with or without force and with or
without process of law, enter upon and take and maintain possession of all or any part of the Real Property, together with all documents, books, records, papers and accounts of the Borrower or then
owners of the Real Property relating thereto, and may exclude the Borrower, its agents or servants, wholly therefrom and may, as attorney-in-fact or agent of the Borrower, or
in its own name as Lender and under the powers herein granted, hold, operate, manage and control the Property and conduct the business, if any, thereof, either personally or by its agents, and with
full power to use such measures, legal or equitable, as in its discretion or in the discretion of its successors or assigns may be deemed proper or necessary to enforce the payment or security of the
rents, of the Real Property.

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8.8    Severability and Survival.The provisions of this ARTICLE 8 shall survive the foreclosure of the lien of
this Deed of Trust and the exercise of the power of sale granted under this Deed of Trust until the expiration of all periods of redemption following any such foreclosure or sale and thereafter with
respect to all Rents arising prior to or attributable to the period prior to the expiration of all such redemption periods.

ARTICLE 9  ACCOMMODATION DEED OF TRUST

With respect to Water Pik, to the extent it has provided security for the benefit of Laars pursuant to its grant of this Deed of Trust and to the extent
applicable California law with respect to guaranties and suretyship may be held to apply hereto (notwithstanding the choice of law provision contained herein), Water Pik agrees that until all
indebtedness secured by this Deed of Trust shall have been paid in full, and no commitment on the part of the Lender to make future advances or extend credit either to Laars or Water Pik exists, Water
Pik shall have no right of subrogation, and waives any right to enforce any remedy which Lender now has or may hereafter have against any person liable for the Indebtedness secured by this Deed of
Trust, and waives any benefit of, any right to participate in any security now or hereafter held by Lender and without limiting the generality of the foregoing, Water Pik specifically waives and
relinquishes as against Lender any defense or benefit otherwise available to Water Pik should Lender make an election of remedies as against any person liable for the Indebtedness (and irrespective of
the circumstances or manner in which or whereby such election is made) which destroys or impairs Water Pik's subrogation rights or rights to proceed against any person liable for the indebtedness
secured hereby for reimbursement and, further, to the extent Water Pik may be deemed a guarantor hereunder, such "guarantor" waives all rights and defenses arising out of an election of remedies by
the creditor, even though that election of remedies, such as non-judicial foreclosure with respect to security for a "guaranteed" obligation, has destroyed the "guarantor's" rights of
subrogation and reimbursement against Laars by the operation of Section 580d of theCalifornia Code of Civil Procedureor otherwise. This is an
unconditional waiver of any rights and defenses Water Pik may have because Laars' obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and
defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure. Water Pik assumes the responsibility for being and keeping itself informed of the financial condition of
Laars and of all other circumstances bearing upon the risk of nonpayment of the indebtedness secured hereby which diligent inquiry would reveal, and agrees that Lender shall have no duty to advise
Water Pik of information known to it regarding such condition or circumstances.

ARTICLE 10  MISCELLANEOUS PROVISIONS

10.1    Time of the Essence.Time is of the essence with respect to all provisions of this Deed of Trust.

10.2    Rights and Remedies Cumulative.Lender's rights and remedies under each of the Loan Documents are
cumulative of the rights and remedies available to Lender under each of the other Loan Documents and those otherwise available to Lender at law or in equity. No act of Lender shall be
construed as an election to proceed under any particular provision of any Loan Document to the exclusion of any other provision in the same or any other Loan Document, or as an election of remedies to
the exclusion of any other remedy which may then or thereafter be available to Lender.

10.3    No Implied Waivers.Lender shall not be deemed to have waived any provision of this Deed of Trust unless
such waiver is in writing and is signed by Lender. Without limiting the generality of the preceding sentence, neither Lender's acceptance of any payment with knowledge of a default by Borrower, nor
any failure by Lender to exercise any remedy following a default by Borrower shall be

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deemed a waiver of such default, and no waiver by Lender of any particular default on the part of Borrower shall be deemed a waiver of any other default or of any similar default in the future.

10.4    No Third Party Rights.No person shall be a third party beneficiary of any provision of this Deed of Trust.
All provisions of this Deed of Trust favoring Lender are intended solely for the benefit of Lender, and no third party shall be entitled to assume or expect that Lender will or will not waive or
consent to modification of any such provision in Lender's sole discretion.

10.5    Preservation of Liability and Priority.Without affecting the liability of Borrower or of any other person
(except a person expressly released in writing) for payment and performance of all of the Secured Obligations, and without affecting the rights of Lender with respect to any security not expressly
released in writing, and without impairing in any way the priority of this Deed of Trust over the interests of any person acquired or first evidenced by recording subsequent to the recording hereof,
Lender may, either before or after the maturity of the Note, and without notice or consent: (a) release any person liable for payment or performance of all or any part of the Secured
Obligations; (b) make any agreement altering the terms of payment or performance of all or any of the Secured Obligations; (c) exercise or refrain from exercising, or waive, any right or
remedy which Lender may have under any of the Loan Documents; (d) accept additional security of any kind for any of the Secured Obligations; or (e) release or otherwise deal with any
real property or Collateral securing the Secured Obligations. Any person acquiring or recording evidence of any interest of any nature in the Real Property or the Collateral shall be deemed, by
acquiring such interest or recording any evidence thereof, to have agreed and consented to any or all such actions by Lender.

10.6    Subrogation of Lender.Lender shall be subrogated to the lien of any previous encumbrance discharged with
funds advanced by Lender under the Loan Documents, regardless of whether such previous encumbrance has been released of record.

10.7    Notices.Any notice required or permitted to be given by Borrower or Lender under this Deed of Trust shall
be in writing and will be deemed given (a) upon personal delivery or upon confirmed transmission by telecopier or similar facsimile transmission device, (b) on the first business day
after receipted delivery to a courier service which guarantees next-business-day delivery, or (c) on the third business day

[Deed
of Trust continues on following page]

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after
mailing, by registered or certified United States mail, postage prepaid, in any case to the appropriate party at its address set forth below:

If
to Borrower:



If
to Lender:



Any
person may change such person's address for notices or copies of notices by giving notice to the other party in accordance with this section.

10.8    Defeasance.Upon payment and performance in full of all the Secured Obligations and all costs of releasing
this Deed of Trust, Lender will execute and deliver to Borrower such documents as may be required to release this Deed of Trust of record.

10.9    Illegality.If any provision of this Deed of Trust is held to be illegal, invalid, or unenforceable under
present or future laws effective during the term of this Deed of Trust, the legality, validity, and enforceability of the remaining provisions of this Deed of Trust shall not be affected thereby, and
in lieu of each such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Deed of Trust a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable. If the rights and liens created by this Deed of Trust shall be invalid or unenforceable as to any part of the Secured
Obligations, then the unsecured portion of the Secured Obligations shall be completely paid prior to the payment of the remaining and secured portion of the Secured Obligations, and all payments made

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on the Secured Obligations shall be considered to have been paid on and applied first to the complete payment of the unsecured portion of the Secured Obligations.

10.10    Obligations Binding Upon Borrower's Successors.This Deed of Trust is binding upon Borrower and Borrower's
successors and assigns, including all grantees and remote grantees of any interest of Borrower in the Property, and shall inure to the benefit of Lender, and its successors and assigns, and the
provisions hereof shall likewise be covenants running with the land. The duties, covenants, conditions, obligations, and warranties of Borrower in this Deed of Trust shall be joint and several
obligations of Borrower and Borrower's successors and assigns.

10.11    Governing Law.The laws of the State of Colorado shall govern the validity, construction, enforcement, and
interpretation of this Deed of Trust, without regard to principles of conflicts of laws.

10.12    Survival.This Deed of Trust shall survive foreclosure of the liens created hereby, to the extent
necessary to fulfill its purposes.

10.13    Multiple PartiesAll obligations of Borrower hereunder shall be joint and several and all references to
"Borrower" shall mean each and every Borrower. That means that each and every entity or person executing this Deed of Trust below as a Borrower is responsible for all of Borrower's obligations in this
Deed of Trust.

Signed
and delivered as of the date first mentioned above.

Water Pik, Inc., a Delaware corporation

|By: |  |                                                                                    |  | 
|--- |  | ---------------------------------------------------------------------------------- |  | 
|    |  | Victor C. Streufert
Vice PresidentFinance,
Chief Financial Officer, and
Treasurer |  | 

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Exhibit 4.17
(Part C)

DEED OF TRUST, SECURITY AGREEMENT,  FINANCING STATEMENT AND  ASSIGNMENT OF RENTS

THIS DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, AND ASSIGNMENT OF RENTS (this "Deed of Trust") is given as of the 18th day of October,
2001, by the Laars, Inc., a Delaware corporation, the Trustor named below, to the Trustee named below, for the use and benefit of the Lender named below.

ARTICLE 1  PARTIES, PROPERTY, AND DEFINITIONS

The following terms and references shall have the meanings indicated:

1.1    Borrower:Trustor and Water Pik, Inc., a Delaware corporation ("Water Pik"), individually and
collectively, the legal address of each of which is 23 Corporate Plaza, Suite 246, Newport Beach, CA 92660, together with any future owner of the Property or any part thereof or interest therein.

1.2    Lender:U.S. Bank National Association, whose legal address is 4100 Newport Place, Suite 120, Newport Beach,
CA 92660, together with any legal holder of the Note.

1.3    Trustee:Chicago Title Company.

1.4    Trustor;Laars, Inc., a Delaware corporation.

1.5    Note:The Promissory Note of even date herewith, executed by Borrower and payable to the order of Lender in
the principal face amount of $8,850,000.00, the last payment under which is due on September 30, 2008, unless such due date is extended or accelerated, together with all renewals, extensions,
and modifications of the Note. All terms and provisions of the Note are incorporated by this reference in this Deed of Trust.

1.6    Loan Agreement:The Loan Agreement dated October 18, 2001 executed by Borrower and the Lender, and
all renewals, extensions, and modifications thereof. All capitalized terms not otherwise defined herein shall bear the meaning given to them in the Loan Agreement.

1.7    Existing Credit Agreement:The Restated Credit Agreement dated as of November 29, 1999 among
Borrower, certain guarantors named therein, certain lenders named therein and The Chase Manhattan Bank, as agent, as amended, modified or supplemented from time to time, and any successor revolving
credit or loan agreement to the current Existing Credit Agreement.

1.8    Real Property:The real property described in Exhibit A, attached hereto and by this reference
incorporated herein, together with all right, title and interest of Trustor in the following with respect to the real property, whether now owned or hereafter acquired by Trustor:



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1.9    Fixtures:All "fixtures," as such term is defined in the Uniform Commercial Code of California (whether
actually or constructively attached or incorporated, and including all trade, domestic, and ornamental fixtures) now or hereafter located in, upon, or under such real property or improvements and used
or usable in connection with any present or future operation thereof but excluding all fixtures that are equipment and are used specifically for the operation and conduct of the business of Trustor on
the Real Property.

1.10    Intangible Personalty:All right, title and interest of the Trustor in and to the following, with respect
to the Real Property:



1.11    Property:The Real Property, the Fixtures and the Intangible Personalty are sometimes collectively called
the "Property." All of the Real Property, Fixtures and Intangible Personalty, whether affixed or annexed or not, and all rights hereby conveyed and mortgaged are intended to be as a unit and are
hereby understood and agreed and declared to be appropriated to the use of the real estate, and shall for the purposes of this Deed of Trust be deemed to be real estate and conveyed and mortgaged
hereby.

1.12Any capitalized terms not otherwise defined in this Deed of Trust and not defined in the Loan Agreement, shall bear the
meaning given to them in Article 9 of the Code (as defined below).

1.13    Secured Obligations:The Property is granted and shall be held for the purpose of securing the following
(the "Secured Obligations"):



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The
Note, this Deed of Trust, Financing Statement, Environmental Indemnity, Related Agreements, Loan Agreement, and any and all other documents or instruments executed in connection with the foregoing
to evidence or secure the Note shall be hereinafter collectively called the "Loan Documents".



1.13    Intercreditor Agreement:That certain Intercreditor Agreement of even date herewith by and between Lender
and The Chase Manhattan Bank, as Agent under the Existing Credit Agreement.

ARTICLE 2  GRANTING CLAUSE

2.1    Grant to Trustee.As security for the Secured Obligations, Trustor hereby grants, bargains, sells, and
conveys the Real Property in trust to Trustee, in trust forever, with power of sale, for the use and benefit of Lender, and subject to all provisions hereof.

2.2    Security Interest to Lender.As additional security for the Secured Obligations, Trustor hereby grants to
Lender a security interest in the Fixtures and in the Intangible Personalty (collectively, the "Collateral"). To the extent any of the Collateral may be
or has been acquired with funds advanced by Lender under the Loan Documents, this security interest is a purchase money security interest. This Deed of Trust constitutes a Security Agreement under the
Uniform Commercial Code of California (the "Code") with respect to any part of the Collateral that may or might now or hereafter be or be deemed to be personal property; all of the terms, provisions,
conditions and agreements contained in this Deed of Trust pertain and apply to the Collateral as fully and to the same extent as to any other property comprising the Property, and the following
provisions of this section shall not limit the generality or applicability of any other provision of this Deed of Trust but shall be in addition thereto:



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2.3The Trustor agrees that Lender may, to the extent permitted by applicable law, prepare and file financing statements,
amendments thereto, and continuation statements without the signature of the Trustor and file any financing statement, amendment thereto or continuation statement electronically.

ARTICLE 3  TRUSTOR'S TITLE AND AUTHORITY

3.1    Warranty of Title.Trustor represents and warrants to Lender that Trustor has good and marketable title to
the Real Property in fee simple absolute, subject only to the lien of general taxes for the current year, a lien due and payable, but not yet delinquent, and those additional matters, if any, set
forth in Exhibit B, attached hereto and by this reference incorporated herein ("Permitted Exceptions"). Trustor further represents and warrants to Lender that Trustor is the absolute owner of
the Collateral, free of any liens, encumbrances, security interests, and other claims whatsoever, except insofar as the Collateral may be encumbered by the lien of general taxes for the current year,
a lien due and payable, but not yet delinquent and except for liens granted to the lenders under the Existing Credit Agreement as in
effect on the date of this Deed of Trust. Trustor, for itself and its successors and assigns, hereby agrees to warrant and forever defend, all and singular, all of the Property and property interest
granted and conveyed in trust pursuant to this Deed of Trust, against every person whomsoever lawfully claiming, or to claim, the same or any part thereof, subject to the Permitted Exceptions and
other exceptions described in this section. The warranties contained in this section shall survive foreclosure of this Deed of Trust, and shall inure to the benefit of and be enforceable by any person
who may acquire title to the Real Property or the Collateral pursuant to any such foreclosure.

3.2    Waiver of Homestead and Other Exemptions.To the extent permitted by law, Trustor hereby waives all rights
to any homestead or other exemption to which Trustor would otherwise be entitled under any present or future constitutional, statutory, or other provision of applicable state or federal law.

3.3    Due Authorization.If Trustor is other than a natural person, then each individual who executes this
document on behalf of Trustor represents and warrants to Lender that such execution has been duly authorized by all necessary corporate, partnership, or other action on the part of Trustor.

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ARTICLE 4  TRUSTOR'S AFFIRMATIVE COVENANTS

4.1    Payment of Note.Trustor will pay all principal, interest, and other sums payable under the Note, the Loan
Agreement or this Deed of Trust or the Loan Documents, on the date when such payments are due, without notice or demand.

4.2    Performance of Other Obligations.Trustor will promptly and strictly perform and comply with all other
covenants, conditions, and prohibitions required of Borrower by the terms of the Loan Documents.

4.3    Other Encumbrances.Trustor will promptly and strictly perform and comply with all covenants, conditions,
and prohibitions required of Trustor in connection with any other encumbrance affecting the Real Property or the Collateral, or any part thereof, or any interest therein, regardless of whether such
other encumbrance is superior or subordinate to the lien hereof. This paragraph does not authorize any lien or encumbrance against the Real Property or the Collateral except as permitted by
Section 3.1 or with the prior written consent of the Lender as provided in this Deed of Trust.

4.4    Payment of Taxes.



If
Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Trustor will pay the Impositions in question, together with any interest and penalties thereon,
within ten (10) days after Lender gives notice of such determination.

4.5    Maintenance of Insurance.Trustor shall provide and maintain policies of insurance on the Property in
accordance with the Loan Agreement.

4.6    Lease Obligations.Trustor represents and warrants to Lender that none of the Property is leased by Trustor
to any tenant. In the event there are at any time in the future any leases of all or any part of the Property, Trustor shall perform promptly all of Trustor's obligations under or in connection

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with each such lease of all or any part of the Property (collectively called the "Leases"). If Trustor receives at any time any written communication from any tenant under any Lease asserting a
default by Trustor under any Lease, or purporting to terminate or cancel any Lease, Trustor will promptly forward a copy of such communication (and any subsequent communications relating thereto) to
Lender.

4.7    Recertified Appraisal.If at any time (a) an Event of Default (as defined below) has occurred, or
(b) the Lender is required by law or regulation to obtain a new appraisal, the Lender may require a new appraisal of the Real Property.

4.8    Management.Trustor shall obtain Lender's advance written approval of any outside management services
provided, and of any contract therefore or assignment thereof, which written approval shall not be unreasonably withheld.

4.9    Condemnation.Trustor hereby assigns, transfers and sets over unto Lender the entire proceeds of any award
or any claim for damages for any of the Real Property taken or damaged under the power of eminent domain or by condemnation. Lender may elect, in its discretion, to apply the proceeds of the award
upon or in reduction of the Secured Obligations, whether due or not.

4.10    Mechanics' Liens.Trustor will keep the Real Property free and clear of all liens and claims of liens by
contractors, subcontractors, mechanics, laborers, material men, and other such persons in the manner provided in the Loan Agreement.

4.11    Defense of Actions.Trustor will defend, at Trustor's expense, any action, proceeding or claim which
affects any Property encumbered hereby or any interest of Lender in such Property or in the Secured Obligations, and will indemnify and hold Lender harmless from all loss, damage, cost, or expense,
including attorneys' fees, which Lender may incur in connection therewith.

4.12    Further Assurances; Estoppel Certificates.Trustor will execute and deliver to Lender upon demand, and pay
the costs of preparation and recording thereof, any further documents which Lender may request to confirm or perfect the liens and security interests created or intended to be created hereby, or to
confirm or perfect any evidence of the Secured Obligations. Trustor will also, within ten (10) days after any request by Lender, deliver to Lender a signed and acknowledged statement certifying
to Lender, or to any proposed transferee of the Secured Obligations, (a) the balance of principal, interest, and other sums then outstanding under the Note, and (b) whether Trustor
claims to have any offsets or defenses with respect to the Secured Obligations and, if so, the nature of such offsets or defenses.

4.13    Parking Requirements.Trustor shall maintain at all times sufficient parking spaces to comply with the
parking requirements of all Leases, zoning and other regulations affecting the Property.

4.14    Financial Statements and Inspection of Records.Trustor, at Trustor's expense, shall furnish to Lender the
financial and other reports required by the Loan Agreement.

4.15    Environmental Representations and Warranties.Trustor has executed for the benefit of the Lender the
Environmental Indemnity, the provisions of which are included herein by reference. Trustor shall comply with, observe and perform each of the terms and provisions of the Environmental Indemnity.

4.16    Change in Name, Location of Collateral, Etc.Without giving at least thirty (30) days' prior written
notice to Lender, the Trustor shall not: (a) change its name, federal employer's identification number, jurisdiction of organization or form of business association; (b) change the
location of its place of business (or chief executive office if more than one place of business); or (c) add to or change any location at which any of the Fixtures is stored, held or located.

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ARTICLE 5  TRUSTOR'S NEGATIVE COVENANTS

5.1    Waste.Trustor will not commit or permit any waste with respect to the Real Property or the Collateral.

5.2    Zoning and Private Covenants.Except as specifically provided in the Loan Agreement, if at all, Trustor will
not initiate, join in, or consent to any change in any zoning ordinance or classification, any change in the "zone lot" or "zone lots" (or similar zoning unit or units) presently comprising the Real
Property, any change in any private restrictive covenant, or any change in any other public or private restriction limiting or defining the uses which may be made of the Real Property or any part
thereof, without the express written consent of Lender. If under applicable zoning provisions the use of all or any part of the Real Property is or becomes a nonconforming use, Trustor will not cause
such use to be discontinued or abandoned without the express written consent of Lender.

5.3    Disposition of Mortgaged Property, Leases, or Beneficial Interest in Trustor.It is expressly acknowledged,
covenanted and agreed that except as may be permitted in this Deed of Trust that there may be no sale, lease, exchange, assignment, conveyance, encumbrance, mortgage, alienation, transfer or other
disposition (herein collectively called a "Disposition") of (a) all or any portion of the Property or any lease thereof (or any interest therein) which gives the lessee any option to purchase
the Property or any part thereof, or (b) all or any part of the legal or beneficial ownership interest or management control in Trustor, unless Lender has provided its prior written consent
thereto. In the event there occurs a Disposition without Lender's written consent, then Lender may, at Lender's option, accelerate the maturity of the Note and enforce any and all of Lender's rights,
remedies and recourses set forth in this Deed of Trust upon the occurrence of an Event of Default. It is acknowledged and agreed that the Lender may withhold, at its sole option, its consent to any
Disposition as described above. Lender's failure to respond or otherwise consent within such thirty (30) day period shall be deemed a denial of the request for approval. Lender's failure to
exercise its remedies hereunder for a disapproved Disposition shall not be construed as a waiver of Lender's right to subsequently exercise such remedies, and Lender's approval of a Disposition shall
not be construed as a waiver of the provisions hereof with respect to any subsequent Disposition. The rights and options herein granted to Lender may be exercised at Lender's sole option and
discretion, need not be based upon an increased business risk or any other risk, and are an integral and valuable part of the security given to Lender. Notwithstanding the provisions of this section,
Trustor may sell or otherwise convey
the Property, or any interest therein, without the consent of Lender provided that all outstanding and unpaid amounts of the Secured Obligations are fully repaid at the time of such sale or
conveyance.

5.4    Further Encumbrance of Property.Trustor will not create, place or permit to be created or placed or allow
to remain against the Real Property or the Fixtures any mortgage or deed of trust, regardless of whether the same is expressly subordinate to the liens and security interests imposed hereby or by any
other instruments securing the Secured Obligations and Trustor shall not encumber the Property without the prior written consent of Lender.

5.5    Transfer or Removal of Fixtures.Trustor will not sell, transfer or remove from the Real Property all or any
material part of the Fixtures, unless the items sold, transferred, or removed are simultaneously replaced with similar items of equal or greater value.

5.6    Further Encumbrance of Collateral.Trustor will not create or permit any junior lien, security interest or
other encumbrance against the Collateral (except pursuant to the Existing Credit Agreement as in effect on the date of this Deed of Trust) without the prior written consent of Lender.

5.7    Improper Use of Property or Collateral.Trustor will not use the Real Property or the Collateral for any
purpose or in any manner, or take any action with respect to the Real Property or

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the Collateral which violates any applicable law, ordinance, or other governmental requirement, the requirements or conditions of any insurance policy, or any private covenant.

ARTICLE 6  EVENTS OF DEFAULT

Each of the following events will constitute a default (an "Event of Default") under this Deed of Trust and under each of the other Loan Documents:

6.1    Failure to Pay.Default shall be made in the payment of any installment of principal or interest on the Note
or any other sum under the Loan Documents when due (after giving consideration to any grace period which may be applicable under such document).

6.2    Insolvency.The dissolution or termination of, or the insolvency of, Borrower, the appointment of a receiver
for any part of Borrower's property, any general assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

6.3    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, any creditor of any Grantor against any collateral securing the Secured Obligations, or by
any governmental agency

6.4    Judgment.A writ of execution or attachment or any similar process shall be issued or levied against all or
any part of or interest in the Real Property or a material part of the Collateral, or any judgment involving monetary damages shall be entered against Borrower which shall become a lien on the Real
Property or the Collateral or any portion thereof or interest therein and such execution, attachment, or similar process or judgment is not released, bonded, satisfied, vacated, or stayed within sixty
(60) days after its entry or levy.

6.5    Superior Lien Against the Property.The assertion of any claim of priority over this Deed of Trust, by
title, lien, or otherwise in any legal, administrative, or equitable proceeding, unless such assertion be withdrawn, or effective action satisfactory to Lender commenced (and thereafter diligently
prosecuted) and Lender is secured against any loss or damage therefrom, within thirty (30) days of the assertion of such claim.

6.6    Abandonment.The actual or constructive abandonment of all or a substantial portion of the Real Property or
the Collateral (such abandonment constituting an assignment to Lender, at Lender's option, of Borrower's interest in any lease or contract now or hereafter affecting the abandoned property).

6.7    Valid First Lien.The failure of Lender to have a valid first lien against the entire Real Property and
Collateral as to all advances made now or at any time in the future pursuant to the Note, this Deed of Trust, or any other Loan Documents or the Note, the Deed of Trust or any of the Loan Documents
ceases to be in full force and effect (including failure of any security agreement to create a valid and perfected security interest) at any time and for any reason.

6.8    Breach of Lease.Trustor shall be in default under any Lease and such default shall continue for 30 calendar
days after notice thereof by Lender to the Trustor and the lender or agent for the lenders, as applicable, under the Existing Credit Agreement; provided, however, that in the event that such default
is not capable of being cured (as determined by Lender in its reasonable discretion) within 30 calendar days, then Trustor shall have such longer period of time as Trustor reasonably requires to cure
such default so long as Trustor commences cure within the 30 day period and thereafter diligently pursues cure to completion; and provided, further, that such longer period of time shall in no
event exceed 60 calendar days.

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6.9    Other Defaults.Failure of Borrower to comply with or to perform when due any other term, obligation,
covenant or condition contained in the Note, this Deed of Trust or any other Loan Documents (and such failure shall not constitute an Event of Default under any of the other provisions of this section
entitled "EVENTS OF DEFAULT")and such failure to comply shall continue for 30 calendar days after notice thereof to the Borrower by the Lender;
provided, however, that in the event that such failure to comply is not capable of being cured (as determined by Lender in its reasonable discretion) within 30 calendar days, then Borrower shall have
such longer period of time as Borrower reasonably requires to cure such failure to comply so long as Borrower commences cure within the 30 day period and thereafter diligently pursues cure to
completion; and provided, further, that such longer period of time shall in no event exceed 60 calendar days.

6.10    Default in Favor of Third Parties.Should Borrower default under any of the following in connection with a
transaction the total value of which is equal to or greater than $1,000,000.00: any loan, extension of credit, or agreement executed in connection with security for a loan or extension of credit, in
favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay the Secured Obligations or perform its obligations under the Note or any of
the Loan Documents or Trustor's ability to perform it obligations under this Deed of Trust.

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

ARTICLE 7  BANK'S REMEDIES

Immediately upon or any time after the occurrence of any Event of Default hereunder, Lender may exercise any remedy available at law or in equity, including but
not limited to those listed below and those listed in the other Loan Documents, in such sequence or combination as Lender may determine in Lender's sole discretion:

7.1    Performance of Defaulted Obligations.Lender may make any payment or perform any other obligation under the
Loan Documents which Trustor has failed to make or perform, and Trustor hereby irrevocably appoints Lender as the true and lawful attorney-in-fact for Trustor to make any such
payment and perform any such obligation in the name of Trustor, which appointment is coupled with Lender's interest in the Real Property and the Collateral. All payments made and expenses (including
attorneys' fees and legal assistant's fees) incurred by Lender in this connection, together with interest thereon at the Default Rate, as set forth in the Note, from the date paid or incurred until
repaid, will be part of the Secured Obligations and will be immediately due and payable by Trustor to Lender.

7.2    Specific Performance and Injunctive Relief.Notwithstanding the availability of legal remedies, Lender will
be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Trustor to cure or refrain from repeating any default.

7.3    Acceleration of Secured Obligations.Lender may, without notice or demand, declare all of the Secured
Obligations immediately due and payable in full.

7.4    Possession of Property.Lender may enter and take possession of the Real Property and the Collateral without
seeking or obtaining the appointment of a receiver, may employ a managing agent for the Real Property and the Collateral, and may complete the development and construction described in the Loan
Agreement with respect to all or any part of the Real Property or the Collateral, either in Lender's name or in the name of Trustor.

7.5    Enforcement of Security Interests.Lender may exercise all rights of a secured party under the Code with
respect to the Collateral, including without limitation the right to recover any deficiency

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in the manner and to the full extent provided by California law. Any requirement for reasonable notice of the time and place of any public sale, or of the time after which any private sale or other
disposition is to be made, will be satisfied by Lender's giving of such notice to Trustor at least fifteen (15) days prior to the time of any public sale or the time after which any private
sale or other intended disposition is to be made. If permitted by statute or court decision, the Collateral may be sold by the Trustee as part of the foreclosure sale of the Real Property.

7.6    Foreclosure by Sale.Upon an Event of Default under this Deed of Trust, Lender may declare the entire
Indebtedness evidenced by the Note and secured by this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of
default and of election to cause to be sold the Property, which notice Trustee shall cause to be filed for record. Lender also shall deposit with Trustee this Deed of Trust, the Note, other documents
requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of the notice of default, and
notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in
separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of
all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the
preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The
recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Borrower, Trustee or Lender may purchase at such sale. After deducting all
costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the
terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons
legally entitled thereto.

7.7    Judicial Foreclosure.With respect to all or any part of the Real Property, Lender shall have the right in
lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law.

7.8    Collect Rents.Lender shall have the rights described below in Article 8.

7.9    Tenancy at Sufferance.If Trustor remains in possession of the Real Property after the Property is sold as
provided above or a Lender otherwise becomes entitled to possession of the Property upon default of Borrower, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and
shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property immediately upon the demand of Lender.

7.10    Other Remedies.Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or
the Note or by law.

7.11    Sale of the Property.To the extent permitted by applicable law, Trustor hereby waives any and all rights
to have the Property marshaled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate
sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.

7.12    No Contradiction of Law.Nothing in this section dealing with foreclosure procedures or specifying
particular actions to be taken by Lender or by Trustee or any officer conducting the foreclosure sale shall be deemed to contradict or add to the requirements and procedures now or hereafter specified
by California law, and any such inconsistency shall be resolved in favor of California law applicable at the time of foreclosure.

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7.13    Appointment of Receiver.Lender shall be entitled, as a matter of absolute right and without regard to the
value of any security for the Secured Obligations or the solvency of any person liable therefor, to the appointment of a receiver for the Property, the Leases, and the Rents upon ex parteapplication to
any court of competent jurisdiction. Trustor waives any right to any hearing or notice of hearing prior to the appointment of a
receiver.

7.14    Right to Make Repairs, Improvements.Should any part of the Property come into the possession of Lender or
a receiver, whether before or after an Event of Default, Lender or the receiver and receiver's agents shall be empowered:



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7.15    Further Assurances.Upon issuance of a deed or deeds pursuant to foreclosure of this Deed of Trust, all
right, title, and interest of the Trustor in and to any Leases shall, by virtue of this instrument, thereupon vest in and become the absolute property of the grantee or grantees in such deed or deeds
without any further act or assignment by the Trustor. Trustor hereby agrees to execute all instruments of assignment or further assurance in favor of such grantee or grantees in such deed or deeds, as
may be necessary or desirable for such purpose. But nothing contained herein shall prevent Lender from terminating any subordinated Lease not approved by the Lender through such foreclosure.

7.16    Intercreditor Agreement.The rights and remedies of the Lender hereunder are subject to the provisions of
the Intercreditor Agreement.

ARTICLE 8  ASSIGNMENT OF RENTS

8.1    Assignment of Rents.To further secure the Secured Obligations, Trustor does hereby sell, assign and
transfer unto the Lender all rents, now due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents "), whether written or verbal, or any letting of, or
of any agreement for the sale, or occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Trustor does
hereby appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to collect all of said Rents arising from or accruing at
any time hereafter, and all now due or that may hereafter become due under each and every of the Leases, or other similar agreements, written or verbal, which may hereafter exist on the Property, on
the condition that Lender hereby grants to Trustor a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or
any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Trustor expressly covenants to apply the Rents received, after
application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when the same become due and in compliance with the Loan Documents. Such license shall be revocable
by Lender without notice to Trustor at any time upon or after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Trustor
shall deliver to Lender, any and all Rents theretofore collected by Trustor which remain in the possession or control of Trustor and all Leases, and other such agreements. It is the intention of the
Trustor to create and grant, and it is the intention of Lender to create and receive, a present and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter
become due, pursuant to California Civil Code Section 2938, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan
Documents. Failure of Lender

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at any time or from time to time to enforce its rights under this ARTICLE 8 shall not in any manner prevent its subsequent enforcement, and Lender is not obligated to collect anything hereunder, but
is accountable only for sums collected. Nothing contained herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the
Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of the powers herein granted to the Lender, no liability shall be
asserted or enforced against the Lender, all such liability being expressly waived and released by Trustor. Notwithstanding any of the provisions of this section, none of the provisions hereof shall
cause or effect the sale, transfer and assignment of revenues arising from the conduct of Trustor's business on the Real Property.

8.2    Covenants Regarding Leases.Trustor agrees:



8.3    Representations Regarding Leases.Trustor represents and warrants that at the time of the execution of this
Deed of Trust by Trustor, there are no Leases and Trustor has no present intention of entering into any Leases.

8.4    Further Assignments.Trustor shall give Lender at any time upon demand any further or additional forms of
assignment of transfer of Rents, leases and security as may be reasonably requested by Lender, and shall deliver to Lender executed copies of all such leases and security.

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8.5    Authority of Lender.Any tenants or occupants of any part of the Real Property pursuant to any Leases
that
may come into existence are hereby authorized to recognize the claims of Lender hereunder without investigating the reason for any action taken by Lender, or the validity or the amount of indebtedness
owing to Lender, or the existence of a Default or Event of Default under any Loan Document, or the application to be made by Lender of any amounts to be paid to Lender. The sole signature of Lender or
a receiver shall be sufficient for the exercise of any rights under this ARTICLE 8 and the sole receipt of Lender or a receiver for any sums received shall be a full discharge and release therefore to
any such tenant or occupant of the Real Property; and Trustor hereby releases each such tenant and occupant or purchaser which makes payments to Lender under this ARTICLE 8 from any liability under
the applicable Lease or occupancy agreement. Checks for all or any part of the rentals collected under this ARTICLE 8 shall be drawn to the exclusive order of Lender or such receiver.

8.6    Indemnification of Lender.Nothing herein contained shall be deemed to obligate Lender to perform or
discharge any obligation, duty, or liability of lessor under any Lease of the Real Property, and Trustor shall and does hereby indemnify and hold Lender harmless from any and all liability, loss, or
damage which Lender may or might incur under any Lease of the Real Property or by reason of this assignment; and any and all such liability, loss, or damage incurred by Lender, together with the costs
and expenses, including reasonable attorneys' fees, incurred by Lender in defense of any claims or demands therefore (whether successful or not), shall be additional Secured Obligations, and Trustor
shall reimburse Lender therefore on demand.

8.7    Lender's Right of Possession in Case of Default.In any case in which under the provision of this Deed of
Trust, the Lender has a right to institute foreclosure proceedings, whether before or after the whole principal sum secured hereby is declared to be immediately due, or whether before or after the
institution of legal proceedings to foreclose the lien hereof or before or after sale there under, promptly upon demand of Lender, Trustor shall surrender to Lender and Lender shall be entitled to
take actual possession of the Property or any part thereof personally, or by its agents or attorneys, as for condition broken, and Lender in its discretion may, with or without force and with or
without process of law, enter upon and take and maintain possession of all or any part of the Real Property, together with all documents, books, records, papers and accounts of the Trustor or then
owners of the Real Property relating thereto, and may exclude the Trustor, its agents or servants, wholly therefrom and may, as attorney-in-fact or agent of the Trustor, or in
its own name as Lender and under the powers herein granted, hold, operate, manage and control the Property and conduct the business, if any, thereof, either personally or by its agents, and with full
power to use such measures, legal or equitable, as in its discretion or in the discretion of its successors or assigns may be deemed proper or necessary to enforce the payment or security of the
rents, of the Real Property.

8.8    Severability and Survival.The provisions of this ARTICLE 8 shall survive the foreclosure of the lien of
this Deed of Trust and the exercise of the power of sale granted under this Deed of Trust until the expiration of all periods of redemption following any such foreclosure or sale and thereafter with
respect to all Rents arising prior to or attributable to the period prior to the expiration of all such redemption periods.

ARTICLE 9  TRUSTEE

9.1    Powers and Obligations of Trustee.The following provisions relating to the powers and obligations of
Trustee are part of this Deed of Trust.

9.2    Powers of Trustee.In addition to all powers of Trustee arising as a matter of law, Trustee shall have the
power to take the following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of the Real Property, including

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the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other
agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust.

9.3    Obligations to Notify.Trustee shall not be obligated to notify any other party of a pending sale under any
other trust deed or lien, or of any action or proceeding in which Borrower, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee.

9.4    Trustee.Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the
rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by
judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law.

9.5    Successor Trustee.Lender, at Lender's option, may from time to time appoint a successor Trustee to any
Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of LOS ANGELES County, California. The instrument shall contain, in addition
to all other matters required by state law, the names of the original Lender, Trustee, and Trustor, the book and page where this Deed of Trust is recorded, and the name and address of the successor
trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Property, shall succeed to all the title,
power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This
procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution.

9.6    Notices to Trustor and other Parties.Any notice under this Deed of Trust shall be in writing, may be sent
by telefacsimile (unless otherwise required by law), and shall be effective when deposited in the United States mail first class, certified or registered mail, postage prepaid, directed to the
addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that
the purpose of the notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's
address, as shown near the beginning of this Deed of Trust. For notice purposes, Trustor agrees to keep Lender and Trustee informed at all times of Trustor's current address. Each Trustor requests
that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. Unless otherwise provided or required by law, any notice given by Lender
to any Borrower is deemed to be notice given to all Borrowers.

9.7    Statement of Obligation.Lender may collect a fee, in an amount not to exceed the statutory maximum, for
furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California.

ARTICLE 10  ACCOMMODATION DEED OF TRUST

With respect to Laars, to the extent it has provided security for the benefit of Water Pik pursuant to its grant of this Deed of Trust, Laars agrees that until
all indebtedness secured by this Deed of Trust shall have been paid in full, and no commitment on the part of the Lender to make future advances or extend credit either to Laars or Water Pik exists,
Laars shall have no right of subrogation, and waives any right to enforce any remedy which Lender now has or may hereafter have against any person liable for the Indebtedness secured by this Deed of
Trust, and waives any benefit of, any right to participate in any security now or hereafter held by Lender and without limiting the generality of the foregoing, Laars specifically waives and
relinquishes as against Lender any defense or benefit otherwise available to Laars should Lender make an election of remedies as against any person liable for the Indebtedness

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(and irrespective of the circumstances or manner in which or whereby such election is made) which destroys or impairs Laars' subrogation rights or rights to proceed against any person liable for the
indebtedness secured hereby for reimbursement and, further, to the extent Laars may be deemed a guarantor hereunder, such "guarantor" waives all rights and defenses arising out of an election of
remedies by the creditor, even though that election of remedies, such as non-judicial foreclosure with respect to security for a "guaranteed" obligation, has destroyed the "guarantor's"
rights of subrogation and reimbursement against Water Pik by the operation of Section 580d of theCalifornia Code of Civil Procedureor
otherwise. This is an unconditional waiver of any rights and defenses Laars may have because Water Pik's obligation is secured by real property. These rights and defenses include, but are not limited
to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure. Laars assumes the responsibility for being and keeping itself informed of the financial
condition of Water Pik and of all other circumstances bearing upon the risk of nonpayment of the indebtedness secured hereby which diligent inquiry would reveal, and agrees that Lender shall have no
duty to advise Laars of information known to it regarding such condition or circumstances.

ARTICLE 1  MISCELLANEOUS PROVISIONS

11.1    Time of the Essence.Time is of the essence with respect to all provisions of this Deed of Trust.

11.2    Rights and Remedies Cumulative.Lender's rights and remedies under each of the Loan Documents are
cumulative of the rights and remedies available to Lender under each of the other Loan Documents and those otherwise available to Lender at law or in equity. No act of Lender shall be construed as an
election to proceed under any particular provision of any Loan Document to the exclusion of any other provision in the same or any other Loan Document, or as an election of remedies to the exclusion
of any other remedy which may then or thereafter be available to Lender.

11.3    No Implied Waivers.Lender shall not be deemed to have waived any provision of this Deed of Trust unless
such waiver is in writing and is signed by Lender. Without limiting the generality of the preceding sentence, neither Lender's acceptance of any payment with knowledge of a default by Borrower, nor
any failure by Lender to exercise any remedy following a default by Borrower shall be deemed a waiver of such default, and no waiver by Lender of any particular default on the part of Borrower shall
be deemed a waiver of any other default or of any similar default in the future.

11.4    No Third Party Rights.No person shall be a third party beneficiary of any provision of this Deed of Trust.
All provisions of this Deed of Trust favoring Lender are intended solely for the benefit of Lender, and no third party shall be entitled to assume or expect that Lender will or will not waive or
consent to modification of any such provision in Lender's sole discretion.

11.5    Preservation of Liability and Priority.Without affecting the liability of Borrower or of any other person
(except a person expressly released in writing) for payment and performance of all of the Secured Obligations, and without affecting the rights of Lender with respect to any security not expressly
released in writing, and without impairing in any way the priority of this Deed of Trust over the interests of any person acquired or first evidenced by recording subsequent to the recording hereof,
Lender may, either before or after the maturity of the Note, and without notice or consent: (a) release any person liable for payment or performance of all or any part of the Secured
Obligations; (b) make any agreement altering the terms of payment or performance of all or any of the Secured Obligations; (c) exercise or refrain from exercising, or waive, any right or
remedy which Lender may have under any of the Loan Documents; (d) accept additional security of any kind for any of the Secured Obligations;
or (e) release or otherwise deal with any real property or Collateral securing the Secured Obligations. Any person acquiring or recording evidence of any interest of any nature in the Real
Property or the

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Collateral shall be deemed, by acquiring such interest or recording any evidence thereof, to have agreed and consented to any or all such actions by Lender.

11.6    Subrogation of Lender.Lender shall be subrogated to the lien of any previous encumbrance discharged with
funds advanced by Lender under the Loan Documents, regardless of whether such previous encumbrance has been released of record.

11.7    Notices.Any notice required or permitted to be given by Trustor or Lender under this Deed of Trust shall
be in writing and will be deemed given (a) upon personal delivery or upon confirmed transmission by telecopier or similar facsimile transmission device, (b) on the first business day
after receipted delivery to a courier service which guarantees next-business-day delivery, or (c) on the third business day after mailing, by registered or certified
United States mail, postage prepaid, in any case to the appropriate party at its address set forth below:

If
to Trustor:



[notice
provisions continue on following page]

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If
to Lender:



Any
person may change such person's address for notices or copies of notices by giving notice to the other party in accordance with this section.

11.8    Defeasance.Upon payment and performance in full of all the Secured Obligations and all costs of releasing
this Deed of Trust, Lender will execute and deliver to Trustor such documents as may be required to release this Deed of Trust of record.

11.9    Illegality.If any provision of this Deed of Trust is held to be illegal, invalid, or unenforceable under
present or future laws effective during the term of this Deed of Trust, the legality, validity, and enforceability of the remaining provisions of this Deed of Trust shall not be affected thereby, and
in lieu of each such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Deed of Trust a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable. If the rights and liens created by this Deed of Trust shall be invalid or unenforceable as to any part of the Secured
Obligations, then the unsecured portion of the Secured Obligations shall be completely paid prior to the payment of the remaining and secured portion of the Secured Obligations, and all payments made
on the Secured Obligations shall be considered to have been paid on and applied first to the complete payment of the unsecured portion of the Secured Obligations.

11.10    Obligations Binding Upon Trustor's Successors.This Deed of Trust is binding upon Trustor and Trustor's
successors and assigns, including all grantees and remote grantees of any interest of Trustor in the Property, and shall inure to the benefit of Lender, and its successors and assigns, and the
provisions hereof shall likewise be covenants running with the land. The duties, covenants, conditions, obligations, and warranties of Trustor in this Deed of Trust shall be joint and several
obligations of Trustor and Trustor's successors and assigns.

11.11    Governing Law.The laws of the State of California shall govern the validity, construction, enforcement,
and interpretation of this Deed of Trust, without regard to principles of conflicts of laws.

11.12    Survival.This Deed of Trust shall survive foreclosure of the liens created hereby, to the extent
necessary to fulfill its purposes.

11.13    Multiple PartiesAll obligations of Borrower hereunder shall be joint and several and all references to
"Borrower" shall mean each and every Borrower. That means that each and every entity or person executing this Deed of Trust below as a Borrower is responsible for all of Borrower's obligations in this
Deed of Trust.

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Signed
and delivered as of the date first mentioned above.

Laars, Inc., a Delaware corporation

|By: |  |                                                                                    |  | 
|--- |  | ---------------------------------------------------------------------------------- |  | 
|    |  | Victor C. Streufert
Vice PresidentFinance,
Chief Financial Officer, and
Treasurer |  | 

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Exhibit 4.17
(Part D)

MORTGAGE, SECURITY AGREEMENT,  FINANCING STATEMENT AND  ASSIGNMENT OF RENTS

THIS MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, AND ASSIGNMENT OF RENTS (this "Mortgage") is given as of the 22nd day of October, 2001, by
the Borrower, as mortgagor, named below to the Lender named below, as mortgagee.

ARTICLE 1  PARTIES, PROPERTY, AND DEFINITIONS

The following terms and references shall have the meanings indicated:

1.1    Borrower:Water Pik, Inc., a Delaware corporation ("Water Pik") and Laars, Inc., a Delaware
corporation ("Laars"), individually and collectively, the legal address of each of which is 23 Corporate Plaza, Suite 246, Newport Beach, CA 92660, together with any future owner of the Property or
any part thereof or interest therein.

1.2    Lender:U.S. Bank National Association, whose legal address is 4100 Newport Place, Suite 120, Newport Beach,
CA 92660, together with any legal holder of the Note.

1.3    Note:The Promissory Note of even date herewith, executed by Borrower and payable to the order of Lender in
the principal face amount of $2,250,000.00, the last payment under which is due on
September 30, 2008, unless such due date is extended or accelerated, together with all renewals, extensions, and modifications of the Note. All terms and provisions of the Note are incorporated
by this reference in this Mortgage.

1.4    Loan Agreement:The Loan Agreement dated October 22, 2001 executed by Borrower and the Lender, and
all renewals, extensions, and modifications thereof. All capitalized terms not otherwise defined herein shall bear the meaning given to them in the Loan Agreement.

1.5    Existing Credit Agreement:The Restated Credit Agreement dated as of November 29, 1999 among
Borrower, certain guarantors named therein, certain lenders named therein and The Chase Manhattan Bank, as agent, as amended, modified or supplemented from time to time, and any successor revolving
credit or loan agreement to the current Existing Credit Agreement.

1.6    Real Property:The real property described in Exhibit A, attached hereto and by this reference
incorporated herein, together with all right, title and interest of Borrower in the following with respect to the real property, whether now owned or hereafter acquired by Borrower:



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1.7    Fixtures:All "fixtures," as such term is defined in the Uniform Commercial Code of New Hampshire (whether
actually or constructively attached or incorporated, and including all trade, domestic, and ornamental fixtures) now or hereafter located in, upon, or under such real property or improvements and used
or usable in connection with any present or future operation thereof but excluding all fixtures that are equipment and are used specifically for the operation and conduct of the business of Borrower
on the Real Property.

1.8    Intangible Personalty:All right, title and interest of the Borrower in and to the following, with respect
to the Real Property:



1.9    Property:The Real Property, the Fixtures and the Intangible Personalty are sometimes collectively called
the "Property." All of the Real Property, Fixtures and Intangible Personalty, whether affixed or annexed or not, and all rights hereby conveyed and mortgaged are intended to be as a unit and are
hereby understood and agreed and declared to be appropriated to the use of the real estate, and shall for the purposes of this Mortgage be deemed to be real estate and conveyed and mortgaged hereby.

1.10Any capitalized terms not otherwise defined in this Mortgage and not defined in the Loan Agreement, shall bear the
meaning given to them in Article 9 of the Code (as defined below).

1.11    Secured Obligations:The Property is granted and shall be held for the purpose of securing the following
(the "Secured Obligations"):



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The
Note, this Mortgage, Financing Statement, Environmental Indemnity, Related Agreements, Loan Agreement, and any and all other documents or instruments executed in connection with the foregoing to
evidence or secure the Note shall be hereinafter collectively called the "Loan Documents".

The
payment of all sums expended or advanced by Lender pursuant to the terms hereof.

1.12    Intercreditor Agreement:That certain Intercreditor Agreement of even date herewith by and between Lender
and The Chase Manhattan Bank, as Agent under the Existing Credit Agreement.

ARTICLE 2  GRANTING CLAUSE

2.1    Grant to Lender.As security for the Secured Obligations, Borrower, as mortgagor, hereby grants the Real
Property to Lender, as mortgagee, with power of sale, subject to all provisions hereof for consideration paid by Lender, the receipt and sufficiency of which Borrower does hereby acknowledge.

2.2    Security Interest to Lender.As additional security for the Secured Obligations, Borrower hereby grants to
Lender a security interest in the Fixtures and in the Intangible Personalty (collectively, the "Collateral"). To the extent any of the Collateral may be
or has been acquired with funds advanced by Lender under the Loan Documents, this security interest is a purchase money security interest. This Mortgage constitutes a Security Agreement under the
Uniform Commercial Code of New Hampshire (the "Code") with respect to any part of the Collateral that may or might now or hereafter be or be deemed to be personal property; all of the terms,
provisions, conditions and agreements contained in this Mortgage pertain and apply to the Collateral as fully and to the same extent as to any other property comprising the Property, and the following
provisions of this section shall not limit the generality or applicability of any other provision of this Mortgage but shall be in addition thereto:



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2.3The Borrower agrees that Lender may, to the extent permitted by applicable law, prepare and file financing statements,
amendments thereto, and continuation statements without the signature of the Borrower and file any financing statement, amendment thereto or continuation statement electronically.

ARTICLE 3  BORROWER'S TITLE AND AUTHORITY

3.1    Warranty of Title.Borrower represents and warrants to Lender that Borrower has good and marketable title to
the Real Property in fee simple absolute, subject only to the lien of general taxes for the current year, a lien due and payable, but not yet delinquent, and those additional matters, if any, set
forth in Exhibit B, attached hereto and by this reference incorporated herein ("Permitted Exceptions"). Borrower further represents and warrants to Lender that Borrower is the absolute owner of
the Collateral, free of any liens, encumbrances, security interests, and other claims whatsoever, except insofar as the Collateral may be encumbered by the lien of general taxes for the current year,
a lien due and payable, but not yet delinquent and except for liens granted to the lenders under the Existing Credit Agreement as in effect on the date of this Deed of Trust. Borrower, for itself and
its successors and assigns, hereby agrees to warrant and forever defend, all and singular, all of the Property and property interest granted and conveyed in trust pursuant to this Mortgage, against
every person whomsoever lawfully claiming, or to claim, the same or any part thereof, subject to the Permitted Exceptions and other exceptions described in this section. The warranties contained in
this section shall survive foreclosure of this Mortgage, and shall inure to the benefit of and be enforceable by any person who may acquire title to the Real Property or the Collateral pursuant to any
such foreclosure.

3.2    Waiver of Homestead and Other Exemptions.To the extent permitted by law, Borrower hereby waives all rights
to any homestead or other exemption to which Borrower would otherwise be entitled under any present or future constitutional, statutory, or other provision of applicable state or federal law.

3.3    Due Authorization.If Borrower is other than a natural person, then each individual who executes this
document on behalf of Borrower represents and warrants to Lender that such execution has been duly authorized by all necessary corporate, partnership, or other action on the part of Borrower.

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ARTICLE 4  BORROWER'S AFFIRMATIVE COVENANTS

4.1    Payment of Note.Borrower will pay all principal, interest, and other sums payable under the Note, the Loan
Agreement or this Mortgage or the Loan Documents, on the date when such payments are due, without notice or demand.

4.2    Performance of Other Obligations.Borrower will promptly and strictly perform and comply with all other
covenants, conditions, and prohibitions required of Borrower by the terms of the Loan Documents.

4.3    Other Encumbrances.Borrower will promptly and strictly perform and comply with all covenants, conditions,
and prohibitions required of Borrower in connection with any other encumbrance affecting the Real Property or the Collateral, or any part thereof, or any interest therein, regardless of whether such
other encumbrance is superior or subordinate to the lien hereof. This paragraph does not authorize any lien or encumbrance against the Real Property or the Collateral except as permitted by
Section 3.1 or with the prior written consent of the Lender as provided in this Mortgage.

4.4    Payment of Taxes.



If
Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrower will pay the Impositions in question, together with any interest and penalties
thereon, within ten (10) days after Lender gives notice of such determination.

4.5    Maintenance of Insurance.Borrower shall provide and maintain policies of insurance on the Property in
accordance with the Loan Agreement.

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4.6    Lease Obligations.Borrower represents and warrants to Lender that none of the Property is leased by
Borrower to any tenant. In the event there are at any time in the future any leases of all or any part of the Property, Borrower shall perform promptly all of Borrower's obligations under or in
connection with each such lease of all or any part of the Property (collectively called the "Leases"). If Borrower receives at any time any written communication from any tenant under any Lease
asserting a default by Borrower under any Lease, or purporting to terminate or cancel any Lease, Borrower will promptly
forward a copy of such communication (and any subsequent communications relating thereto) to Lender.

4.7    Recertified Appraisal.If at any time (a) an Event of Default (as defined below), or (b) the
Lender is required by law or regulation to obtain a new appraisal, the Lender may require a new appraisal of the Real Property.

4.8    Management.Borrower shall obtain Lender's advance written approval of any outside management services
provided, and of any contract therefore or assignment thereof, which written approval shall not be unreasonably withheld.

4.9    Condemnation.Borrower hereby assigns, transfers and sets over unto Lender the entire proceeds of any award
or any claim for damages for any of the Real Property taken or damaged under the power of eminent domain or by condemnation. Lender may elect, in its discretion, to apply the proceeds of the award
upon or in reduction of the Secured Obligations, whether due or not.

4.10    Mechanics' Liens.Borrower will keep the Real Property free and clear of all liens and claims of liens by
contractors, subcontractors, mechanics, laborers, material men, and other such persons in the manner provided in the Loan Agreement.

4.11    Defense of Actions.Borrower will defend, at Borrower's expense, any action, proceeding or claim which
affects any Property encumbered hereby or any interest of Lender in such Property or in the Secured Obligations, and will indemnify and hold Lender harmless from all loss, damage, cost, or expense,
including attorneys' fees, which Lender may incur in connection therewith.

4.12    Further Assurances; Estoppel Certificates.Borrower will execute and deliver to Lender upon demand, and pay
the costs of preparation and recording thereof, any further documents which Lender may request to confirm or perfect the liens and security interests created or intended to be created hereby, or to
confirm or perfect any evidence of the Secured Obligations. Borrower will also, within ten (10) days after any request by Lender, deliver to Lender a signed and acknowledged statement
certifying to Lender, or to any proposed transferee of the Secured Obligations, (a) the balance of principal, interest, and other sums then outstanding under the Note, and (b) whether
Borrower claims to have any offsets or defenses with respect to the Secured Obligations and, if so, the nature of such offsets or defenses.

4.13    Parking Requirements.Borrower shall maintain at all times sufficient parking spaces to comply with the
parking requirements of all Leases, zoning and other regulations affecting the Property.

4.14    Financial Statements and Inspection of Records.Borrower, at Borrower's expense, shall furnish to Lender
the financial and other reports required by the Loan Agreement.

4.15    Environmental Representations and Warranties.Borrower has executed for the benefit of the Lender the
Environmental Indemnity, the provisions of which are included herein by reference. Borrower shall comply with, observe and perform each of the terms and provisions of the Environmental Indemnity.

4.16    Change in Name, Location of Collateral, Etc.Without giving at least thirty (30) days' prior written
notice to Lender, the Borrower shall not: (a) change its name, federal employer's identification number, jurisdiction of organization or form of business association; (b) change the
location of its place

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of business (or chief executive office if more than one place of business); or (c) add to or change any location at which any of the Fixtures is stored, held or located.

ARTICLE 5  BORROWER'S NEGATIVE COVENANTS

5.1    Waste.Borrower will not commit or permit any waste with respect to the Real Property or the Collateral.

5.2    Zoning and Private Covenants.Except as specifically provided in the Loan Agreement, if at all, Borrower
will not initiate, join in, or consent to any change in any zoning ordinance or classification, any change in the "zone lot" or "zone lots" (or similar zoning unit or units) presently comprising the
Real Property, any change in any private restrictive covenant, or any change in any other public or private restriction limiting or defining the uses which may be made of the Real Property or any part
thereof, without the express written consent of Lender. If under applicable zoning provisions the use of all or any part of the Real Property is or becomes a nonconforming use, Borrower will not cause
such use to be discontinued or abandoned without the express written consent of Lender.

5.3    Disposition of Mortgaged Property, Leases, or Beneficial Interest in Borrower.It is expressly acknowledged,
covenanted and agreed that except as may be permitted in this Mortgage that there may be no sale, lease, exchange, assignment, conveyance, encumbrance, mortgage, alienation, transfer or other
disposition (herein collectively called a "Disposition") of (a) all or any portion of the Property or any lease thereof (or any interest therein) which gives the lessee any option to purchase
the Property or any part thereof, or (b) all or any part of the legal or beneficial ownership interest or management control in Borrower, unless Lender has provided its prior written consent
thereto. In the event there
occurs a Disposition without Lender's written consent, then Lender may, at Lender's option, accelerate the maturity of the Note and enforce any and all of Lender's rights, remedies and recourses set
forth in this Mortgage upon the occurrence of an Event of Default. It is acknowledged and agreed that the Lender may withhold, at its sole option, its consent to any Disposition as described above.
Lender's failure to respond or otherwise consent within such thirty (30) day period shall be deemed a denial of the request for approval. Lender's failure to exercise its remedies hereunder for
a disapproved Disposition shall not be construed as a waiver of Lender's right to subsequently exercise such remedies, and Lender's approval of a Disposition shall not be construed as a waiver of the
provisions hereof with respect to any subsequent Disposition. The rights and options herein granted to Lender may be exercised at Lender's sole option and discretion, need not be based upon an
increased business risk or any other risk, and are an integral and valuable part of the security given to Lender. Notwithstanding the provisions of this section, Borrower may sell or otherwise convey
the Property, or any interest therein, without the consent of Lender provided that all outstanding and unpaid amounts of the Secured Obligations are fully repaid at the time of such sale or
conveyance.

5.4    Further Encumbrance of Property.Borrower will not create, place or permit to be created or placed or allow
to remain against the Real Property or the Fixtures any mortgage or deed of trust, regardless of whether the same is expressly subordinate to the liens and security interests imposed hereby or by any
other instruments securing the Secured Obligations and Borrower shall not encumber the Property without the prior written consent of Lender.

5.5    Transfer or Removal of Fixtures.Borrower will not sell, transfer or remove from the Real Property all or
any material part of the Fixtures, unless the items sold, transferred, or removed are simultaneously replaced with similar items of equal or greater value.

5.6    Further Encumbrance of Collateral.Borrower will not create or permit any junior lien, security interest or
other encumbrance against the Collateral (except pursuant to the Existing Credit Agreement, as in effect on the date of this Deed of Trust) without the prior written consent of Lender.

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5.7    Improper Use of Property or Collateral.Borrower will not use the Real Property or the Collateral for any
purpose or in any manner, or take any action with respect to the Real Property or the Collateral which violates any applicable law, ordinance, or other governmental requirement, the requirements or
conditions of any insurance policy, or any private covenant.

ARTICLE 6  EVENTS OF DEFAULT

Each of the following events will constitute a default (an "Event of Default") under this Mortgage and under each of the other Loan Documents:

6.1    Failure to Pay.Default shall be made in the payment of any installment of principal or interest on the Note
or any other sum under the Loan Documents when due (after giving consideration to any grace period which may be applicable under such document).

6.2    Insolvency.The dissolution or termination of, or the insolvency of, Borrower, the appointment of a receiver
for any part of Borrower's property, any general assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

6.3    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, any creditor of any Grantor against any collateral securing the Secured Obligations, or by
any governmental agency.

6.4    Judgment.A writ of execution or attachment or any similar process shall be issued or levied against all or
any part of or interest in the Real Property or a material part of the Collateral, or any judgment involving monetary damages shall be entered against Borrower which shall become a lien on the Real
Property or the Collateral or any portion thereof or interest therein and such execution, attachment, or similar process or judgment is not released, bonded, satisfied, vacated, or stayed within sixty
(60) days after its entry or levy.

6.5    Superior Lien Against the Property.The assertion of any claim of priority over this Mortgage, by title,
lien, or otherwise in any legal, administrative, or equitable proceeding, unless such assertion be withdrawn, or effective action satisfactory to Lender commenced (and thereafter diligently
prosecuted) and Lender is secured against any loss or damage therefrom, within thirty (30) days of the assertion of such claim.

6.6    Abandonment.The actual or constructive abandonment of all or a substantial portion of the Real Property or
the Collateral (such abandonment constituting an assignment to Lender, at Lender's option, of Borrower's interest in any lease or contract now or hereafter affecting the abandoned property).

6.7    Valid First Lien.The failure of Lender to have a valid first lien against the entire Real Property and
Collateral as to all advances made now or at any time in the future pursuant to the Note, this Mortgage, or any other Loan Documents or the Note, the Mortgage or any of the Loan Documents ceases to be
in full force and effect (including failure of any security agreement to create a valid and perfected security interest) at any time and for any reason.

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6.8    Breach of Lease.Borrower shall be in default under any Lease and such default shall continue for 30
calendar days after notice thereof by Lender to the Borrower and the lender or agent for the lenders, as applicable, under the Existing Credit Agreement; provided, however, that in the event that such
default is not capable of being cured (as determined by Lender in its reasonable discretion) within 30 calendar days, then Borrower shall have such longer period of time as Borrower reasonably
requires to cure such default so long as Borrower commences cure within the 30 day period and thereafter diligently pursues cure to completion; and provided, further, that such longer period of
time shall in no event exceed 60 calendar days.

6.9    Other Defaults.Failure of Borrower to comply with or to perform when due any other term, obligation,
covenant or condition contained in the Note, this Mortgage or any other Loan Documents (and such failure shall not constitute an Event of Default under any of the other provisions of this section
entitled "EVENTS OF DEFAULT")and such failure to comply shall continue for 30 calendar days after notice thereof to the Borrower by the Lender;
provided, however, that in the event that such failure to comply is not capable of being cured (as determined by Lender in its reasonable discretion) within 30 calendar days, then Borrower shall have
such longer period of time as Borrower reasonably requires to cure such failure to comply so long as Borrower commences cure within the 30 day period and thereafter diligently pursues cure to
completion; and provided, further, that such longer period of time shall in no event exceed 60 calendar days.

6.10    Default in Favor of Third Parties.Should Borrower default under any of the following in connection with a
transaction the total value of which is equal to or greater than $1,000,000.00: any loan, extension of credit, or agreement executed in connection with security for a loan or extension of credit, in
favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay the Secured Obligations or perform its obligations under the Note, this
Mortgage or any of the Loan Documents.

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

ARTICLE 7  LENDER'S REMEDIES

Immediately upon or any time after the occurrence of any Event of Default hereunder, Lender may exercise any remedy available at law or in equity, including but
not limited to those listed below and those listed in the other Loan Documents, in such sequence or combination as Lender may determine in Lender's sole discretion:

7.1    Performance of Defaulted Obligations.Lender may make any payment or perform any other obligation under the
Loan Documents which Borrower has failed to make or perform, and Borrower hereby irrevocably appoints Lender as the true and lawful attorney-in-fact for Borrower to make any
such payment and perform any such obligation in the name of Borrower, which appointment is coupled with Lender's interest in the Real Property and the Collateral. All payments made and expenses
(including attorneys' fees and legal assistant's fees) incurred by Lender in this connection, together with interest thereon at the Default Rate, as set forth in the Note, from the date paid or
incurred until repaid, will be part of the Secured Obligations and will be immediately due and payable by Borrower to Lender.

7.2    Specific Performance and Injunctive Relief.Notwithstanding the availability of legal remedies, Lender will
be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Borrower to cure or refrain from repeating any default.

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7.3    Acceleration of Secured Obligations.Lender may, without notice or demand, declare all of the Secured
Obligations immediately due and payable in full.

7.4    Possession of Property.Lender may enter and take possession of the Real Property and the Collateral without
seeking or obtaining the appointment of a receiver, may employ a managing agent for the Real Property and the Collateral, and may complete the development and construction described in the Loan
Agreement with respect to all or any part of the Real Property or the Collateral, either in Lender's name or in the name of Borrower.

7.5    Enforcement of Security Interests.Lender may exercise all rights of a secured party under the Code with
respect to the Collateral, including without limitation the right to recover any deficiency in the manner and to the full extent provided by New Hampshire law. Any requirement for reasonable notice of
the time and place of any public sale, or of the time after which any private sale or other disposition is to be made, will be satisfied by Lender's giving of such notice to Borrower at least fifteen
(15) days prior to the time of any public sale or the time after which any private sale or other intended disposition is to be made. If permitted by statute or court decision, the Collateral
may be sold as part of the foreclosure sale of the Real Property.

7.6    Foreclosure by Sale.Exercise the statutory power of sale hereinafter granted to Lender or any other right,
privilege or remedy available to the Lender hereunder or under the Note or the Loan Documents or any statute or rule of law or equity; all of which are cumulative and may be exercised by the Lender
singly, concurrently or successively at the Lender's option, and as often as the occasion therefore shall occur in Lender's opinion, as further described in Article 9 below.

7.7    Judicial Foreclosure.With respect to all or any part of the Real Property, Lender shall have the right in
lieu of foreclosure by power of sale to foreclose by judicial foreclosure if then available under New Hampshire law.

7.8    Collect Rents.Lender shall have the rights described below in Article 8.

7.9    Tenancy at Sufferance.If Borrower remains in possession of the Real Property after the Property is sold as
provided above or a Lender otherwise becomes entitled to possession of the Property upon default of Borrower, Borrower shall become a tenant at sufferance of Lender or the purchaser of the Property
and shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property immediately upon the demand of Lender.

7.10    Other Remedies.Lender shall have any other right or remedy provided in this Mortgage or the Note or by
law.

7.11    Sale of the Property.To the extent permitted by applicable law, Borrower hereby waives any and all rights
to have the Property marshaled. In exercising its rights and remedies, the Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender
shall be entitled to bid at any public sale on all or any portion of the Property.

7.12    No Contradiction of Law.Nothing in this section dealing with foreclosure procedures or specifying
particular actions to be taken by Lender or others conducting the foreclosure sale shall be deemed to contradict or add to the requirements and procedures now or hereafter specified by New Hampshire
law, and any such inconsistency shall be resolved in favor of New Hampshire law applicable at the time of foreclosure.

7.13    Appointment of Receiver.Lender shall be entitled, as a matter of absolute right and without regard to the
value of any security for the Secured Obligations or the solvency of any person liable therefore, to the appointment of a receiver for the Property, the Leases, and the Rents upon ex parteapplication
to any court of competent jurisdiction. Borrower waives any right to any hearing or notice of hearing prior to the appointment of a
receiver.

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7.14    Right to Make Repairs, Improvements.Should any part of the Property come into the possession of Lender or
a receiver, whether before or after an Event of Default, Lender or the receiver and receiver's agents shall be empowered:



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7.15    Further Assurances.Upon issuance of a deed or deeds pursuant to foreclosure of this Mortgage, all right,
title, and interest of the Borrower in and to any Leases shall, by virtue of this instrument, thereupon vest in and become the absolute property of the grantee or grantees in such deed or deeds
without any further act or assignment by the Borrower. Borrower hereby agrees to execute all instruments of assignment or further assurance in favor of such grantee or grantees in such deed or deeds,
as may be necessary or desirable for such purpose. But nothing contained herein shall prevent Lender from terminating any subordinated Lease not approved by the Lender through such foreclosure.

7.16    Intercreditor Agreement.The rights and remedies of the Lender hereunder are subject to the provisions of
the Intercreditor Agreement.

ARTICLE 8  ASSIGNMENT OF RENTS

8.1    Assignment of Rents.To further secure the Secured Obligations, Borrower does hereby sell, assign and
transfer unto the Lender all rents, now due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents "), whether written or verbal, or any letting of, or
of any agreement for the sale, or occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Borrower does
hereby appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to collect all of said Rents arising from or accruing at
any time hereafter, and all now due or that may hereafter become due under each and every of the Leases, or other similar agreements, written or verbal, which may hereafter exist on the Property, on
the condition that Lender hereby grants to Borrower a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or
any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after
application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when the same become due and in compliance with the Loan Documents. Such license shall be revocable
by Lender without notice to Borrower at any time upon or after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Borrower
shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such agreements. It is the intention of the
Borrower to create and grant, and it is the intention of Lender to create and receive, a present and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter
become due, pursuant to New Hampshire law, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of
Lender at any time or from time to time to enforce its rights under this ARTICLE 8 shall not in any manner prevent its subsequent enforcement, and Lender is not obligated to collect anything
hereunder, but is accountable only for sums collected. Nothing contained herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual
possession of the Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of the powers herein granted to the Lender, no
liability shall be asserted or

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enforced against the Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this section, none of the provisions hereof shall cause or
effect the sale, transfer and assignment of revenues arising from the conduct of Borrower's business on the Real Property.

8.2    Covenants Regarding Leases.Borrower agrees:



8.3    Representations Regarding Leases.Borrower represents and warrants that at the time of the execution of this
Mortgage by Borrower, there are no Leases and Borrower has no present intention of entering into any Leases.

8.4    Further Assignments.Borrower shall give Lender at any time upon demand any further or additional forms of
assignment of transfer of Rents, leases and security as may be reasonably requested by Lender, and shall deliver to Lender executed copies of all such leases and security.

8.5    Authority of Lender.Any tenants or occupants of any part of the Real Property pursuant to any Leases that
may come into existence are hereby authorized to recognize the claims of Lender
hereunder without investigating the reason for any action taken by Lender, or the validity or the amount of indebtedness owing to Lender, or the existence of a Default or Event of Default under any
Loan Document, or the application to be made by Lender of any amounts to be paid to Lender. The sole signature of Lender or a receiver shall be sufficient for the exercise of any rights under this
ARTICLE 8 and the sole receipt of Lender or a receiver for any sums received shall be a full discharge and release therefore to any such tenant or occupant of the Real Property; and Borrower hereby
releases each such tenant and occupant or purchaser which makes payments to Lender under this ARTICLE 8 from any liability under the applicable Lease or occupancy agreement. Checks for all or any part
of the rentals collected under this ARTICLE 8 shall be drawn to the exclusive order of Lender or such receiver.

8.6    Indemnification of Lender.Nothing herein contained shall be deemed to obligate Lender to perform or
discharge any obligation, duty, or liability of lessor under any Lease of the Real Property, and Borrower shall and does hereby indemnify and hold Lender harmless from any and all liability, loss, or
damage which Lender may or might incur under any Lease of the Real Property or by reason of this assignment; and any and all such liability, loss, or damage incurred by Lender, together with the costs
and expenses, including reasonable attorneys' fees, incurred by Lender in defense of any claims or

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demands therefore (whether successful or not), shall be additional Secured Obligations, and Borrower shall reimburse Lender therefore on demand.

8.7    Lender's Right of Possession in Case of Default.In any case in which under the provision of this Mortgage,
the Lender has a right to institute foreclosure proceedings, whether before or after the whole principal sum secured hereby is declared to be immediately due, or whether before or after the
institution of legal proceedings to foreclose the lien hereof or before or after sale there under, promptly upon demand of Lender, Borrower shall surrender to Lender and Lender shall be entitled to
take actual possession of the Property or any part thereof personally, or by its agents or attorneys, as for condition broken, and Lender in its discretion may, with or without force and with or
without process of law, enter upon and take and maintain possession of all or any part of the Real Property, together with all documents, books, records, papers and accounts of the Borrower or then
owners of the Real Property relating thereto, and may exclude the Borrower, its agents or servants, wholly therefrom and may, as attorney-in-fact or agent of the Borrower, or
in its own name as Lender and under the powers herein granted, hold, operate, manage and control the Property and conduct the business, if any, thereof, either personally or by its agents, and with
full power to use such measures, legal or equitable, as in its discretion or in the discretion of its successors or assigns may be deemed proper or necessary to enforce the payment or security of the
rents, of the Real Property.

8.8    Severability and Survival.The provisions of this ARTICLE 8 shall survive the foreclosure of the lien of
this Mortgage and the exercise of the power of sale granted under this Mortgage until the expiration of all periods of redemption following any such foreclosure or sale and thereafter with respect to
all Rents arising prior to or attributable to the period prior to the expiration of all such redemption periods.

ARTICLE 9  FORECLOSURE

9.1    Lender's Powers.It is agreed that if Lender elects to exercise the statutory power of sale herein granted
to Lender by Borrower, Lender may (subject only to the provisions of RSA 479 or any successor statute of similar import then in effect which governs the foreclosure of New Hampshire mortgages):



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9.2    Interpretation of Certain Terms.In the interpretation of this Mortgage, the following definitions and rules
of construction shall apply unless the context of a provision otherwise specifies: the terms
"Mortgage Covenants", "statutory conditions" and "statutory power of sale" shall have the same meaning as attributed to such terms by New Hampshire RSA 477:29.

9.3    Notices to Borrower and other Parties.Any notice under this Mortgage shall be in writing, may be sent by
telefacsimile (unless otherwise required by law), and shall be effective when deposited in the United States mail first class, certified or registered mail, postage prepaid, directed to the addresses
shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the
notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the
beginning of this Mortgage. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Each Borrower requests that copies of any notices of default and
sale be directed to Borrower's address shown near the beginning of this Mortgage. Unless otherwise provided or required by law, any notice given by Lender to any Borrower is deemed to be notice given
to all Borrowers.

ARTICLE 10  ACCOMMODATION MORTGAGE

With respect to Laars, to the extent it has provided security for the benefit of Water Pik pursuant to its grant of this Mortgage, and to the extent applicable
California law with respect to guaranties and suretyship may be held to apply hereto (notwithstanding the choice of law provision contained herein) Laars agrees that until all indebtedness secured by
this Mortgage shall have been paid in full, and no commitment on the part of the Lender to make future advances or extend credit either to Laars or Water Pik exists, Laars shall have no right of
subrogation, and waives any right to enforce any remedy which Lender now has or may hereafter have against any person liable for the Indebtedness secured by this Mortgage, and waives any benefit of,
any right to participate in any security now or hereafter held by Lender and without limiting the generality of the foregoing, Laars specifically waives and relinquishes as against Lender any defense
or benefit otherwise available to Laars should Lender make an election of remedies as against any person liable for the Indebtedness (and irrespective of the circumstances or manner in which or
whereby such election is made) which destroys or impairs Laars' subrogation rights or rights to proceed against any person liable for the indebtedness secured hereby for reimbursement and, further, to
the extent Laars may be deemed a guarantor hereunder, such "guarantor" waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies,
such as non-judicial foreclosure with respect to security for a "guaranteed" obligation, has destroyed the "guarantor's" rights of subrogation and reimbursement against Water Pik by the
operation of Section 580d of theCalifornia Code of Civil Procedureor otherwise. This is an unconditional waiver of any rights and defenses
Laars may have because Water Pik's obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b,
580d, or 726 of the Code of Civil Procedure. Laars assumes the responsibility for being and keeping itself informed of the financial condition of Water Pik and of all other circumstances bearing upon
the risk of nonpayment of the indebtedness secured hereby which diligent inquiry would reveal, and agrees that Lender shall have no duty to advise Laars of information known to it regarding such
condition or circumstances.

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ARTICLE 11  MISCELLANEOUS PROVISIONS

11.1    Time of the Essence.Time is of the essence with respect to all provisions of this Mortgage.

11.2    Rights and Remedies Cumulative.Lender's rights and remedies under each of the Loan Documents are
cumulative of the rights and remedies available to Lender under each of the other Loan Documents and those otherwise available to Lender at law or in equity. No act of Lender shall be construed as an
election to proceed under any particular provision of any Loan Document to the exclusion of any other provision in the same or any other Loan Document, or as an election of remedies to the exclusion
of any other remedy which may then or thereafter be available to Lender.

11.3    No Implied Waivers.Lender shall not be deemed to have waived any provision of this Mortgage unless such
waiver is in writing and is signed by Lender. Without limiting the generality of the preceding sentence, neither Lender's acceptance of any payment with knowledge of a default by Borrower, nor any
failure by Lender to exercise any remedy following a default by Borrower shall be deemed a waiver of such default, and no waiver by Lender of any particular default on the part of Borrower shall be
deemed a waiver of any other default or of any similar default in the future.

11.4    No Third Party Rights.No person shall be a third party beneficiary of any provision of this Mortgage. All
provisions of this Mortgage favoring Lender are intended solely for the benefit of Lender, and no third party shall be entitled to assume or expect that Lender will or will not waive or consent to
modification of any such provision in Lender's sole discretion.

11.5    Preservation of Liability and Priority.Without affecting the liability of Borrower or of any other person
(except a person expressly released in writing) for payment and performance of all of the Secured Obligations, and without affecting the rights of Lender with respect to any security not expressly
released in writing, and without impairing in any way the priority of this Mortgage over the interests of any person acquired or first evidenced by recording subsequent to the recording hereof, Lender
may, either before or after the maturity of the Note, and without notice or consent: (a) release any person liable for payment or performance of all or any part of the Secured Obligations;
(b) make
any agreement altering the terms of payment or performance of all or any of the Secured Obligations; (c) exercise or refrain from exercising, or waive, any right or remedy which Lender may have
under any of the Loan Documents; (d) accept additional security of any kind for any of the Secured Obligations; or (e) release or otherwise deal with any real property or Collateral
securing the Secured Obligations. Any person acquiring or recording evidence of any interest of any nature in the Real Property or the Collateral shall be deemed, by acquiring such interest or
recording any evidence thereof, to have agreed and consented to any or all such actions by Lender.

11.6    Subrogation of Lender.Lender shall be subrogated to the lien of any previous encumbrance discharged with
funds advanced by Lender under the Loan Documents, regardless of whether such previous encumbrance has been released of record.

11.7    Notices.Any notice required or permitted to be given by Borrower or Lender under this Mortgage shall be in
writing and will be deemed given (a) upon personal delivery or upon confirmed transmission by telecopier or similar facsimile transmission device, (b) on the first business day after
receipted delivery to a courier service which guarantees next-business-day delivery, or (c) on the third business day

[Deed
of Trust continues on following page]

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after
mailing, by registered or certified United States mail, postage prepaid, in any case to the appropriate party at its address set forth below:

If
to Borrower:



If
to Lender:



Any
person may change such person's address for notices or copies of notices by giving notice to the other party in accordance with this section.

11.8    Defeasance.Upon payment and performance in full of all the Secured Obligations and all costs of releasing
this Mortgage, Lender will execute and deliver to Borrower such documents as may be required to release this Mortgage of record.

11.9    Illegality.If any provision of this Mortgage is held to be illegal, invalid, or unenforceable under
present or future laws effective during the term of this Mortgage, the legality, validity, and enforceability of the remaining provisions of this Mortgage shall not be affected thereby, and in lieu of
each such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Mortgage a provision as similar in terms to such illegal, invalid, or unenforceable provision
as may be possible and be legal, valid, and enforceable. If the rights and liens created by this Mortgage shall be invalid or unenforceable as to any part of the Secured Obligations, then the
unsecured portion of the
Secured Obligations shall be completely paid prior to the payment of the remaining and secured portion of the Secured Obligations, and all payments made on the Secured Obligations shall be

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considered to have been paid on and applied first to the complete payment of the unsecured portion of the Secured Obligations.

11.10    Obligations Binding Upon Borrower's Successors.This Mortgage is binding upon Borrower and Borrower's
successors and assigns, including all grantees and remote grantees of any interest of Borrower in the Property, and shall inure to the benefit of Lender, and its successors and assigns, and the
provisions hereof shall likewise be covenants running with the land. The duties, covenants, conditions, obligations, and warranties of Borrower in this Mortgage shall be joint and several obligations
of Borrower and Borrower's successors and assigns.

11.11    Governing Law.The laws of the State of New Hampshire shall govern the validity, construction,
enforcement, and interpretation of this Mortgage, without regard to principles of conflicts of laws.

11.12    Survival.This Mortgage shall survive foreclosure of the liens created hereby, to the extent necessary to
fulfill its purposes.

11.13    Multiple PartiesAll obligations of Borrower hereunder shall be joint and several and all references to
"Borrower" shall mean each and every Borrower. That means that each and every entity or person executing this Mortgage below as a Borrower is responsible for all of Borrower's obligations in this
Mortgage.

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Signed
and delivered as of the date first mentioned above.

Laars, Inc., a Delaware corporation

|By: |  |                                                                                    |  | 
|--- |  | ---------------------------------------------------------------------------------- |  | 
|    |  | Victor C. Streufert
Vice PresidentFinance,
Chief Financial Officer, and
Treasurer |  | 

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