<PAGE>

                                                                   EXHIBIT 10.25

<TABLE>
<S>                                    <C>                  <C>
___________________________
AND WHEN RECORDED MAIL TO:             ------------               Recorded at the request of
Chicago Title 9748177SM C/I            __ Fee    45            Chicago, Title Insurance Company.
                                       HMF       37   108
Heller, _________, White & McAuliffe   MICRO      7                     JUN 02 1995
333 Bush Street                        RTCF      35
San Francisco, California 94104        LIEN                               1:00 AM
Attn: Carl 3, Johnson, Esq.            SMPF                         Brenda Davis.____________
                                       TC P__R              SANTA CLARA COUNTY, OFFICIAL RECORDS
                                       ------------
</TABLE>

INSURED

                      DEED OF TRUST AND SECURITY AGREEMENT
                               AND FIXTURE FILLING

                                   Cover Sheet

Dated as of  May 31, 1995

                                    SUNNYVALE RESIDENCE ASSOCIATES, L.P.,
Trustor:                            a Kansas limited partnership

Trustor's                           8100 E. 22nd St. North, Bldg. 500
Notice Address:                     Wichita, Kansas 67226
                                    Attention: Jack P. DeBoer

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

Trustee:                            CHICAGO TITLE COMPANY

Trustee's                           110 West Taylor Street
Notice Address:                     San Jose, California 95110

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

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


Beneficiary:                        MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY.
                                    a Massachusetts corporation

Beneficiary's                       Vice President and Managing Director
Notice Address:                     Mortgage Portfolio Department
                                    Real Estate Investment Division
                                    1295 State Street
                                    Springfield MA 01111-0001

Note Amount:                        $ 15,140,000.00

                                    --------------------------------------------
State:                              California

Record Owner of the Land            Same as Trustor
(as defined herein):                            (Name)

<PAGE>

                      DEED OF TRUST AND SECURITY AGREEMENT
                               AND FIXTURE FILING
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                            <C>
GRANTING CLAUSES ..........................................................     1

ARTICLE I --   Definition of Terms ........................................     2

ARTICLE II --  Covenants of Trustor .......................................     4

Section 2.01.  Payment of the Indebtedness ................................     4
Section 2.02.  Title to the Mortgaged Property ............................     4
Section 2.03.  Maintenance of the Mortgaged Property ......................     4
Section 2.04.  Insurance; Restoration .....................................     5
Section 2.05.  Condemnation ...............................................     7
Section 2.06.  Impositions ................................................     7
Section 2.07.  Deposits ...................................................     8
Section 2.08.  Mortgage Taxes .............................................     8
Section 2.09.  Loan Documents Authorized ..................................     9
Section 2.10.  Maintenance of Existence ...................................     9
Section 2.11.  Payments of Liens ..........................................     9
Section 2.12.  Costs of Defending and Upholding the Lien ..................     9
Section 2.13.  Costs of Enforcement .......................................     9
Section 2.14.  Interest on Advances and Expenses ..........................    10
Section 2.15.  Indemnification ............................................    10
Section 2.16.  Financial Statements; Records ..............................    10
Section 2.17.  Prohibition Against Conveyances and Encumbrances............    10
Section 2.18.  Estoppel Certificates ......................................    10
Section 2.19.  Assignment of Leases and Property Income ...................    11
Section 2.20.  Environmental Matters; Notice; Indemnity ...................    11
Section 2.21.  Environmental Matters; Remedial Work .......................    12
Section 2.22.  Environmental Matters; Inspection ..........................    12
Section 2.23.  Management .................................................    13

ARTICLE III -- Security Agreement .........................................    13

Section 3.01.  Warranties, Representations and Covenants of Trustor .......    13
Section 3.02.  Financing Statements .......................................    14
Section 3.03.  Addresses ..................................................    14

ARTICLE IV --  Default and Remedies .......................................    14

Section 4.01.  Events of Default ..........................................    14
Section 4.02.  Remedies ...................................................    15
Section 4.03.  General Provisions Regarding Remedies ......................    16

ARTICLE V --   Trustee ....................................................    18

Section 5.01.  Certain Actions of Trustee .................................    18
Section 5.02.  Reconveyance ...............................................    19
Section 5.03.  Trustee's Covenants and Compensation .......................    19
Section 5.04.  Substitution of Trustee ....................................    19
Section 5.05.  Resignation of Trustee .....................................    19
Section 5.06.  Ratification of Acts of Trustee ............................    19
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                            <C>
ARTICLE VI --  Miscellaneous ..............................................    19

Section 6.01.  Notices ....................................................    19
Section 6.02.  Binding Obligations; Joint and Several .....................    19
Section 6.03.  Captions ...................................................    19
Section 6.04.  Further Assurances .........................................    20
Section 6.05.  Severability ...............................................    20
Section 6.06.  Trustor's Obligations Absolute .............................    20
Section 6.07.  Amendments .................................................    20
Section 6.08.  Other Loan Documents and Schedules .........................    20
Section 6.09.  Legal Construction .........................................    20
Section 6.10.  Merger .....................................................    20
Section 6.11.  Time of the Essence ........................................    21
Section 6.12.  Defeasance .................................................    21
</TABLE>

Schedule A --  Description of Land

Schedule B --  Permitted Encumbrances

Rider --

                                       ii

<PAGE>

                      DEED OF TRUST AND SECURITY AGREEMENT
                               AND FIXTURE FILING

THIS DEED OF TRUST AND SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of
Trust") is made as of May 31, 1995, by SUNNYVALE RESIDENCE ASSOCIATES, L.P., a
Kansas limited partnership having an office at 8100 E. 22nd St. North, Building
500, Wichita, Kansas 67226 ("Trustor"), in favor of CHICAGO TITLE COMPANY, a
having an office at 110 West Taylor Street, San Jose, California 95110
("Trustee"), for the use and benefit of MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, a Massachusetts corporation having an office at 1295 State Street,
Springfield, Massachusetts 01111 ("Beneficiary").

                                GRANTING CLAUSES

For good and valuable consideration and to secure the payment of an indebtedness
in the principal sum of FIFTEEN MILLION ONE HUNDRED FORTY THOUSAND and C0/100
Dollars ($15,140,000.00) lawful money of the United States, to be paid according
to that certain Promissory Note of even date herewith from Trustor to
Beneficiary in said principal sum and by this reference made a part hereof (said
Promissory Note, as the same may hereafter be amended, modified, consolidated or
extended, the "Note"), together with all other obligations and liabilities due
or to become due to Beneficiary, all amounts, sums and expenses paid hereunder
by or payable to Beneficiary according to the terms hereof, and all other
covenants, obligations and liabilities of Trustor under the Note, this Deed of
Trust, the Assignment (hereinafter defined)* and any other instrument
evidencing, securing or executed in connection with the loan evidenced by the
Note (all of the foregoing instruments, collectively, the "Loan Documents"), and
together with all interest on said indebtedness, obligations, liabilities,
amounts, sums and expenses (all of the foregoing, collectively, the
"Indebtedness"), Trustor has created in favor of Beneficiary a security interest
in and has warranted, granted, bargained, sold, conveyed, assigned, pledged,
transferred and set over, and does by these presents create in favor of
Beneficiary a security interest in and WARRANT, GRANT, BARGAIN, SELL, CONVEY,
ASSIGN, PLEDGE, TRANSFER AND SET OVER unto Trustee, as trustee for the benefit
of Beneficiary, to its successors in the trust created by this Deed of Trust,
and to its or their respective assigns forever, in trust, with all POWERS OF
SALE and RIGHTS OF ENTRY AND POSSESSION and all STATUTORY RIGHTS AND COVENANTS
in the State (hereinafter defined), the following property:

The parcel or parcels of land described in Schedule A attached hereto and by
this reference made a part hereof (the "Land");

TOGETHER with the buildings, foundations, structures and improvements (including
fixtures) now or hereafter located on or in the Land (collectively, the
"Improvements");

TOGETHER with all right, title and interest, if any, of Trustor in and to the
streets and roads, opened or proposed, aborting the Land, all strips and gores
within or adjoining the Land, the air space and right to use the air space above
the Land, all rights of ingress and egress to and from the Land, all easements,
rights of way, reversions, remainders, hereditaments, and appurtenances now or
hereafter affecting the Land or the Improvements, all royalties and rights and
privileges appertaining to the use and enjoyment of the Land or the
Improvements, including all air lateral support alley, drainage, water, oil, gas
and mineral rights, all options to purchase or lease, and all other interests,
estates or claims, in law or in equity, which Trustor now has or hereafter may
acquire in or with respect to the Land or the Improvements (collectively, the
"Appurtenances");

The Land the Improvements and the Appurtenances are hereinafter sometimes
collectively referred to as the "Premises";

TOGETHER with all equipment, fittings, furniture, furnishings, appliances,
apparatus, and machinery in which Trustor now or hereafter has a possessory or
title interest and now or hereafter installed in the Premises and all building
materials, supplies and equipment now or hereafter delivered to the Premises and
intended to be installed therein; all fixtures, other goods and personal
property of whatever kind and nature now contained on or in or hereafter placed
on or in the Premises and used or to be used in connection with the letting or
operation thereof,

* the FF&E Escrow Agreement of even date herewith between Trustor and
Beneficiary ("FF&E Agreement")

<PAGE>

and all renewals or replacements of any of the foregoing property or articles in
substitution thereof (collectively, the "Equipment");

TOGETHER with all right, title and interest of Trustor in and under all
accounts, escrows, documents, instruments, chattel paper, and general
intangibles, as the foregoing terms are defined in the Code (hereinafter
defined), and all contract rights, franchises, books, records, plans,
specifications, permits, licenses, approvals, actions and causes of action which
now or hereafter relate to, are derived from or are used in connection with the
Premises or the use, operation, maintenance, occupancy or enjoyment thereof or
the conduct of any business or activities thereon** (collectively, the
"Intangibles");

TOGETHER with all right, title and interest of Trustor in and under all leases,
lettings, tenancies and licenses of the Premises or any part thereof now or
hereafter entered into and all amendments, extensions, renewals and guaranties
thereof, all security therefor, and all moneys payable thereunder (collectively,
the "Leases");

TOGETHER with all rents, income, issues, profits, security deposits and other
benefits to which Trustor may now or hereafter be entitled from the Premises,
the Equipment or the Intangibles or under or in connection with the Leases***
(collectively, the "Property Income"); and

TOGETHER with al1 proceeds, judgments, claims, compensation, awards of damages
and settlements with respect to or hereafter made as a result of or in lieu of
any condemnation or taking of the Premises by eminent domain or any casualty
loss of or damage to any of the Premises, the Equipment, the Intangibles, the
Leases or the Property Income, all refunds with respect to the payment of
property taxes and assessments, and all other proceeds of the conversion,
voluntary or involuntary, of the Premises, the Equipment, the Intangibles, the
Leases or the Property Income, or any part thereof, into cash or liquidated
claims (collectively, the "Proceeds").

The Equipment, the Intangibles, the Leases, the Property Income and the Proceeds
are hereinafter sometimes collectively referred to as the "Collateral." The
Premises and the Collateral are hereinafter sometimes collectively referred to
as the "Mortgaged Property."

TO HAVE AND TO HOLD the Mortgaged Property, with all the privi1eges and
appurtenances to the same belonging, and with the possession and right of
possession thereof, unto Trustee, as trustee for the benefit of Beneficiary, to
its successors in the trust created by this Deed of Trust, and to its or their
respective assigns forever, in trust, however, upon the terms and conditions set
forth herein.

                                    ARTICLE I
                              Definition of Terms

     As used in this Deed of Trust, the terms set forth below shall have the
fol1owing meanings:

     "Advances" -- All sums, amounts or expenses advanced or paid and all costs
incurred by Trustee or Beneficiary, as provided in this Deed of Trust or in any
other Loan Document, upon failure of Trustor to pay or perform any obligation or
covenant contained herein or in such other Loan Document.

     "Appurtenances" -- See Granting Clauses.

     "Bankruptcy Proceeding" -- Any proceeding, action, petition or filing under
the Federal Bankruptcy Code or any similar state __ federal law now or hereafter
in effect relating to bankruptcy, reorganization or insolvency, or the
arrangement or adjustment of debts.

     "Beneficiary" -- Massachusetts Mutual Life Insurance Company, its
successors and assigns (including any other holders from time to time of the
Note).

     "Business Day" -- Any day other than a Saturday, Sunday or any other day on
which national banks in the State are not open for business.

     "Code" -- The Uniform Commercial Code of the State.

*(See attached Rider)
**(See attached Rider)
***(See attached Rider)

                                       2

<PAGE>

     "Collateral" -- See Granting Clauses.

     "Default Rate" -- The per annum interest rate equal to the lessor of (i)
the highest rate permitted by applicable law as of the date hereof or the date
of any Advance hereunder, whichever is higher, to be charged on commercial
mortgage loans, or (ii) the sum of three percent (3%) plus the greater of the
Contract Rate (as defined in the Note) or the rate announced by Chemical Bank,
New York, New York, as its prime rate as of the date of any Advance hereunder.
If Chemical Bank is not then in existence or is not then announcing such rates,
the prime rate as announced by any other major commercial bank, as determined by
Beneficiary in its discretion, may be utilized in calculating the Default Rate.

     "Environmental Law" -- Any federal, state or local law, statute, regulation
or ordinance, and any judicial or administrative order or judgment thereunder,
pertaining to health, industrial hygiene or the environmental or ecological
conditions on, under or about the Premises, including each of the following as
to date or hereafter amended: the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601-9657; the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. (S)(S)6901-6991i; the Toxic
Substances Control Act, L5 U.S.C. (S)(S)2601-2629; the Water Pollution Control
Act (also known as the Clean Water Act), 33 U.S.C. (S)1251 et seq.: the Clean
Air Act, 42 U.S.C. (S)7401 et seq.: and the Hazardous Materials Transportation
Act, 49 U.S.C. (S)1301 et seq.

     "Equipment" -- See Granting Clauses.

     "Event of  Default" -- Any one or more of the events  described  in Section
4.01.

     "Fiscal Year" -- * or such other fiscal year of Trustor as Trustor may
select from time to time with the prior consent of Beneficiary.

     "Hazardous Substance" -- Any material, waste or substance which is:

     (i) included within the definitions of "hazardous substances," "hazardous
     materials," "toxic substances" or "solid waste" in or pursuant to any
     Environmental Law, or subject to regulation under any Environmental Law;

     (ii) listed in the United States Department of Transportation Optional
     Hazardous Materials Table, 49 C.F.R. (S)172101, as to date or hereafter
     amended, or in the United States Environmental Protection Agency List of
     Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302, as to
     date or hereafter amended; or

     (iii) explosive, radioactive, asbestos, a polychlorinated biphenyl, oil or
     a petroleum product.

     "Impositions" -- All taxes of every kind and nature, sewer rents, charges
for water, for setting or repairing meters and for all other utilities serving
the Premises, and assessments, levies, inspection and license fees and all other
charges imposed upon or assessed against the Mortgaged Property or any portion
thereof (including the Property Income), and any scamp or other taxes which
might be required to be paid with respect to any of the Loan Documents, any of
which might, if unpaid, result in a lien on the Mortgaged Property or any
portion thereof, regardless of to whom assessed.

     "Indebtedness" -- See Granting Clauses.

     "Intangibles" -- See Granting Clauses.

     "Land" -- See Granting Clauses.

     "Late Charge" -- See definition set forth in the Note.

     "Leases" -- See Granting Clauses.

     "Loan Documents" -- See Granting Clauses.

* (See attached Rider)

                                       3

<PAGE>

     "Mortgage Property" -- See Granting Clauses

     "Note" -- See Granting Clauses.

     "Permitted Encumbrances" -- The liens and security interest created by this
Deed of Trust and the other Loan Documents and those exceptions to title set
forth in Schedule B, to this Deed of Trust.

     "Premises" -- See Granting Clauses.

     "Proceeds" -- See Granting Clauses.

     "Property Income" -- See Granting Clauses.

     "State" -- The State or Commonwealth in which the Land is situated.

     "Trustee" -- The party or parties identified and defined as Trustee on the
Cover Sheet and in the preamble of this Deed of Trust, and its or their
respective successors in the trust created by this Deed of Trust, and its or
their respective assigns.

     "Trustor" -- The party or parties identified and defined as Trustor on the
Cover Sheet and in the preamble of this Deed of Trust, any subsequent owner of
the Mortgaged Property, and its or their respective heirs, executors, lega1
representatives, successors and assigns.

                                   ARTICLE II
                              Covenants of Trustor

     Trustor covenants, warrants, represents and agrees with and to Trustee and
Beneficiary as follows:

     Section 2.01. Payment of the Indebtedness. Trustor shall punctually pay the
Indebtedness at the times and in the manner provided in the Note and the other
Loan Documents, all in lawful money of the United States of America.

     Section 2.02. Title to the Mortgaged Property. (a) Trustor has fee simple
title (or such lesser estate therein as may be specified in Schedule A) to the
Premises and good indefeasible title to the balance of the Mortgaged Property,
free and clear of liens and encumbrances except Permitted Encumbrances.

          (b) Trustor has full power and lawful authority to encumber the
Mortgaged Property in the manner and form herein set forth.

          (c) This Deed of Trust is and will remain a valid and enforceable lien
on and security interest in the Mortgaged Property.

          (d) Trustor will preserve such title and will forever warrant and
defend the same and the validity and priority of the lien hereof to Trustee and
Beneficiary against all claims whatsoever.

     Section 2.03. Maintenance of the Mortgaged Property. Trustor shall maintain
the Mortgaged Property in good condition, working order and repair, comply with
all laws, ordinances, and regulations of any governmental authority claiming
jurisdiction over the Mortgaged Property, and comply with the requirements of
any governmental authority claiming jurisdiction over the Mortgaged Property
within 30 business days (or less if the order so requires) after an order
containing such requirement has been issued by any such authority. Trustor shall
permit Beneficiary to enter upon and inspect the Mortgaged Property without
prior notice at all reasonable hours. Trustor shall not, without the prior
consent of Beneficiary, (a) change the use of the Premises or cause or permit
the use or occupancy of any part of the Premises to be discontinued if such
discontinuance would violate any zoning or other law, ordinance or requisition;
(b) consent to any zoning reclassification, modification or restriction
affecting the Premises; (c) threaten, commit or permit any waste, structural or
material alteration ** demolition or removal of the Mortgaged Property or any
portion thereof (provided that articles of personal property included within the
Collateral may be removed if replaced with similar items of equal or greater
value); or (d) take any steps whatsoever to convert the Mortgaged Property, or
any portion thereof, to a condominium or cooperative form of ownership. No
provision of this Section 2.03 shall prohibit Trustor from undertaking and
completing tenent improvement work authorized under Leases previously approved
by Beneficiary or not requiring Beneficiary's prior approval.

*    business
**  (See attached Rider)

                                       4

<PAGE>

     Section 2.04. Insurance Restoration. (a) Trustor shall keep the
improvements insured against damage by fire and the other hazards covered by an
all risk coverage insurance policy for the full insurable value thereof (which
shall mean the full repair and replacement value thereof without reduction for
depreciation or co-insurance and in no event less than the outstanding
Indebtedness), and against loss of rents in an amount not less then 12 months'
rental income from all Leases. Trustor shall also carry such other insurance,
and in such amounts, as Beneficiary may from time to time reasonably require,
against insurable risks which at the time are commonly insured against in the
case of premises similarly situated, due regard being given to the availability
of insurance and to the type of construction, location, utilities, use and
occupancy of the Premises or any replacements or substitutions therefor. Such
additional insurance may include flood, earthquake, demolition and contingent
liability from the operation of "nonconforming" improvements on the Premises,
and shall be obtained within 10 days after demand by Beneficiary. Otherwise,
Trustor shall not obtain any separate or additional insurance which is
contributing in the event of loss, unless it is properly endorsed and otherwise
satisfactory to Beneficiary in all respects. The Proceeds of insurance paid on
account of any damage to or destruction of the Premises or any portion thereof
shall be paid over to Beneficiary to be applied as hereinafter provided.

                              (See attached Rider)

          (b) Trustor shall also maintain public liability insurance with
respect to the Premises against personal injury, death and property damage, with
limits of liability in amounts satisfactory to Beneficiary in its sole
discretion.

          (c) All insurance policies required pursuant to this Deed of Trust
shall be endorsed to name Beneficiary as an insured thereunder, as its interest
may appear with loss payable to Beneficiary, without contribution, under a
long-form, non-contributory mortgage clause, or otherwise endorsed as
Beneficiary may reasonably require. All such insurance policies and endorsements
shall be fully paid for and contain such provisions and expiration dates and be
in such form and issued by such insurance companies licensed to do business in
the State, with a rating of "A-X" or better as established by Best's Rating
Guide or an equivalent rating with such other publication of a similar nature as
shall be in current use, as shall be approved by Beneficiary. Without limiting
the foregoing, each policy shall provide that such policy may not be cancelled
or materially change except upon 30 days prior written notice of intention of
non-renewal, cancellation or material change to Beneficiary, and that no act or
thing done by Trustor or Beneficiary shall invalidate the policy as against
Beneficiary. If Trustor fails to maintain insurance in compliance with this Deed
of Trust, Beneficiary may (but shall not be obligated to) obtain such insurance
and pay the premium therefor and Trustor shall reimburse Beneficiary or demand
for all such Advances. Trustor shall deliver all original policies, or copies
thereof certified by the insurance company or authorized agent as being true
copies, to Beneficiary together with all endorsements required hereunder.
Notwithstanding anything to the contrary contained herein or in any provision of
law, the Proceeds of insurance policies coming into the possession of
Beneficiary shall not be deemed trust funds and Beneficiary shall be entitled to
dispose of such Proceeds as hereinafter provided.

          (d) In the event of any damage to or destruction of the Premises,
Trustor shall give prompt written notice to Beneficiary and shall promptly
commence and diligently continue to completion the repair, restoration and
rebuilding of the Premises so damaged or destroyed in full compliance with all
legal requirements and with the provisions of Section 204(f)(i) below, and free
and clear from any and all liens and claims. Such repair, restoration and
rebuilding of the Premises are sometimes hereinafter collectively referred to as
the "Work" Trustor shall not adjust, compromise or settle any claim for
insurance proceeds without the prior consent of Beneficiary. Beneficiary, shall
have the option in its sole discretion to apply any insurance Proceeds it may
receive pursuant to this Deed of Trust (less any cost to Beneficiary of
recovering and paying out such Proceeds, including reasonable attorneys' (fees)
to the payment of the Indebtedness, or to allow all of a portion of such
Proceeds to be used for the Work. If any insurance Proceeds are applied to
reduce the Indebtedness, Beneficiary shall apply the same, without any
prepayment fee, in the following order:

          (i)  first, to the payment of interest due on any Advances;

          (ii) next, to the principal amount of any Advances;

          (iii) next to any Late Charges (as provided is the Note);

          (iv) next, to accrued interest than due under the Note; and

          (v) finally, to the unpaid principal balance of the Note (in the
     inverse order of maturity of principal installments thereof).

                                       5

<PAGE>

          (e) Notwithstanding the provisions of Section 2.04(d) above, if in
Beneficiary's reasonably the cost of the Work shall not exceed 50 percent of the
then outstanding principal balance of the Note, then Beneficiary shall upon
request by Trustor, permit Trustor to use the Proceeds for the Work (subject to
the provisions of, and less Beneficiary's costs described in, Section 2.04(f)
below), so long as:

          (i)  no Event of Default shall then exist:

          (ii) the original Trustor named herein continues to be the owner of
     the Mortgaged Property;

          (iii) the contemplated Work can be completed within 12 months from the
     date of the damage to or destruction of the Premises;

          (iv) none of the Leases in effect immediately prior to the damage or
     destruction shall have been cancelled or terminated nor shall any such
     Leases contain any still exercisable right to cancel, as a result of such
     damage or destruction;

          (v) all sums necessary to effect the Work over and above any available
     Proceeds shall be at the sole cost and expense of Trustor and at
     Beneficiary's request, Trustor shall deposit such additional amounts, as
     estimated by Beneficiary in its sole discretion, with Beneficiary prior to
     commencing any Work;

          (vi) at all times during any such Work Trustor shall maintain, at its
     sole cost and expense, workers' compensation and public liability insurance
     in amounts satisfactory to Beneficiary and in accordance with the
     provisions of this Section 2.04;

          (vii) any unexpanded Proceeds shall be applied to the reduction of the
     Indebtedness;

                              (See attached Rider)

          (f) If any insurance Proceeds are used for the Work then such Proceeds
shall be held by Beneficiary and shall be paid out from time to time to Trustor
as the Work progresses (less any* cost to Beneficiary of recovering and paying
out such Proceeds, including reasonable attorneys' fees and costs allocable to
inspecting the Work and the plans and specifications therefor), subject to each
of the following conditions:

          (i) If the Work is structural or if the cost of the Work is reasonably
     estimated to exceed Seventy-Five Thousand Dollars ($ 75,000), the Work
     shall be conducted under the supervision of a certified and registered
     architect or engineer. Before Trustor commences any Work, other than
     temporary work to protect property or prevent interference with business,
     Beneficiary shall have approved the plans and specifications for the Work,
     which approval shall not be unreasonably withheld or delayed, it being
     nevertheless understood that such plans and specifications shall provide
     for Work so that, upon completion thereof, the Premises shall be at least
     equal in value and general utility to the Premium prior to the damage or
     destruction.

          (ii) Each request for payment shall be made on not less than seven
     Business Days prior notice to Beneficiary and shall be accompanied by a
     certificate of the architect or engineer in (i) above (or a certificate
     given by Trustor if no architect or engineer is so required) stating (A)
     that all of the Work completed has been done in compliance with the
     approved plans and specifications, if required under (i) above, (B) that
     the sum requested is jointly required to reimburse the Trustor for payments
     by Trustor, or is jointly due to the contractor, subcontractors,
     materialmen, laborers, engineers, architects or other persons rendering
     services or materials for the Work (giving a brief description of such
     services and materials), and that when added to all sums previously paid
     out by Beneficiary does not exceed the value of the Work done to the date
     of such certificate, (C) if the sum requested is to cover payment relating
     to repair and restoration of personal property required or relating to the
     Premises, that title to the personal property items covered by the request
     for payment is vested in Trustor, and (D) that the amount of such Proceeds
     remaining in the hands of Beneficiary will be sufficient on completion of
     the Work to pay for the same in full (giving in such reasonable detail as
     Beneficiary may require an estimate of the cost of such completion).
     Additional1y, each request for payment shall contain a statement signed by
     Trustor approving both the Work done to date and the Work covered by the
     request for payment in question.

          (iii) Each request for payment shall be accompanied by waivers of lien
     satisfactory to Beneficiary covering that part of the Work for which
     payment or reimbursement is being requested and, if required by
     Beneficiary, a search prepared by a title company or licensed abstractor,
     or by other evidence satisfactory to Beneficiary that there has not been
     filed with respect to the Premises any mechanics' or other lien or
     instrument for the retention of title relating to any part of the Work not
     discharged of record. Additionally, as to any personal

* cut-of-pocket

                                       6

<PAGE>

     __________________ payment Beneficiary shall be _____________ with evidence
     of payment therefor and such further evidence satisfactory to assure
     Beneficiary of its valid first lien on the personal property.

          (iv) Beneficiary shall have the right to inspect the Work at all
     reasonable times and may condition any disbursement of Proceeds upon the
     satisfactory completion, as determined in Beneficiary's sole discretion of
     any portion of the work for which payment or reimbursement is being
     requested. Neither the approval by Beneficiary of the plans and
     specifications for the Work nor the inspection by Beneficiary of the Work
     shall make Beneficiary responsible for the preparation of such plane and
     specifications or the compliance of such plans and specifications, or of
     the Work, with any applicable law, regulation, ordinance, covenant or
     agreement.

          (v) Proceeds shall not be disbursed more frequently than every 30
     days.

          (vi) Any request for payment made after the Work has been completed
     shall be accompanied by a copy or copies of any certificate or certificates
     required by law to render occupancy and full operation of the Premises
     legal.

          (vii) Upon completion of the Work and payment in fu11 therefor, or
     upon any failure on the part of Trustor to promptly commence the Work or to
     proceed diligently and continuously to completion of the Work. Beneficiary
     may apply any such Proceeds it then or thereafter holds to the payment of
     the Indebtedness; provided, however, that Beneficiary sha11 be entitled to
     apply at any time all or any portion of insurance Proceeds it then holds to
     the curing of any Event of Default under this Deed of Trust, the Note or
     any other Loan Document.

     Notwithstanding any other provision of this Section 2.04, if in
Beneficiary's reasonable judgment the cost of the Work is less than $75,000 and
such Work can be completed in less than 30 days, then Beneficiary shall, upon
request by Trustor, permit Trustor to apply for and receive the insurance
Proceeds directly from the insurer (and Beneficiary shall advice the insurer to
pay over such Proceeds directly to Trustor), provided that Trustor shall apply
such insurance Proceeds solely to the prompt and diligent commencement and
completion of such Work.

          (g) In the event of the foreclosure of this Deed of Trust or other
transfer of title to or assignment of the Mortgaged Property in extinguishment
of the Indebtedness in whole or in part, al1 right, title and interest of
Trustor in and to all policies of insurance required by this Deed of Trust and
any insurance Proceeds shall insure to the benefit of and pass to Beneficiary or
any purchaser or transferee of the Mortgaged Property.

          (h) Trustor hereby irrevocably appoints Beneficiary its
attorney-in-fact, coupled with an interest, to settle any insurance claims, to
obtain insurance Proceeds, and to endorse any checks, drafts or other
instruments representing any insurance Proceeds whether payable by reason
of loss thereunder or otherwise.

     Section 2.06. Condemnation. Trustor shall notify Beneficiary immediately of
the pendency of any proceedings for the condemnation or taking of the Premises
or any portion thereof. Beneficiary may participate in such proceedings, and
Trustor shall deliver to Beneficiary all instruments requested by Beneficiary to
permit such participation. Beneficiary is hereby irrevocably appointed as
Trustor's attorney-in-fact, coupled with an interest, with exclusive power to
col1ect, receive and retain the Proceeds of any such condemnation and to make
any compromise or settlement in connection with such proceedings, subject to the
provisions of this Deed of Trust. Trustor shall not adjust, compromises, settle
or enter into any agreement with respect to such proceedings without the prior
consent of Beneficiary. All Proceeds of any condemnation, or purchase in lieu
thereof, of the Premises or any portion thereof are hereby assigned to and shall
be paid to Beneficiary. Trustor hereby authorises Beneficiary to collect and
receive such Proceeds, to give proper receipts end acquittances therefor and, in
Beneficiary's sole discretion, to apply such Proceeds (less any cost to
Beneficiary of recovering and paying out such Proceeds, including reasonable
attorneys' fees and costs allocable to inspecting any repair, restoration or
rebuilding work and the plans and specifications therefor) toward the payment of
the Indebtedness or to the repair, restoration or rebuilding of the Premises in
the manner and subject to the conditions set forth in Section 2.04(f). If the
Proceeds are used to reduce the Indebtedness, they shall be applied in the order
provided in Section 2.04(d), without any prepayment fee. Trustor shall promptly
execute and deliver all instruments requested by Beneficiary for the purpose of
confirming the assignment of the condemnation Proceeds to Beneficiary.

     Section 2.06. Impositions. (a) Trustor shall pay end discharge all
Impositions prior to delinquency and shall furnish to Beneficiary validated
receipts or other evidence satisfactory to Beneficiary showing the payment of
such Impositions within 15 days after the same would otherwise have become
delinquent. Trustor's obligation to pay Impositions pursuant to this Deed of
Trust shall include, to the extent permitted by applicable law, taxes resulting

                                       7

<PAGE>

_____________________________________ Trustee or Beneficiary an obligation
to pay ______________________________ taxes or other Impositions or which
otherwise adversely affect Trustee's or Beneficiary's interests should Trustor
default in the payment of any Impositions, Beneficiary may (but shall not be
obligated to) pay such Impositions of any portion thereof and Trustor shall
reimburse Beneficiary on demand for all such Advances.

          (b) Trustor shall not be required to pay, discharge or remove any
Imposition so long as Trustor contests in good faith such Imposition of the
validity, applicability or amount thereof by an appropriate legal proceeding
which operates to prevent the collection of such amounts and the sale of the
Mortgaged Property or any portion thereof: provided, however, that prior to the
date on which such Imposition would otherwise have become delinquent Trustor
shall have (i) given Beneficiary prior notice of such contest and (ii) deposited
with Beneficiary, and shall deposit such additional amounts as are necessary to
keep on deposit at all times, an amount equal to at least 110 per cent of the
total of (A) the balance of such Imposition then remaining unpaid and (B) all
interest, penalties, costs and charges accrued or accumulated thereon. Any such
contests shall be prosecuted with due diligence, and Trustor shall promptly pay
the amount of such Imposition as finally determined, together with all interest
and penalties payable in connection therewith. Beneficiary shall have full power
and authority to apply any amount deposited with Beneficiary under this Section
2.06(b) to the payment of any unpaid Imposition to prevent the sale or
forfeiture of the Mortgage Property for non-payment thereof. Beneficiary shall
have no liability, however, for failure to so apply any amount deposited unless
Trustor requests the application of such amount to the payment of the particular
Imposition for which such amount was deposited. Any surplus retained by
Beneficiary after payment of the Imposition for which a deposit was made shall
be repaid to Trustor unless an Event of Default shall have occurred under the
provisions of this Deed of Trust, in which case said surplus may be retained by
Beneficiary to be applied to the Indebtedness. Notwithstanding any provision of
this Section 2.06(b) to the contrary, Trustor shall pay any Imposition which it
might otherwise be entitled to contest if, in the reasonable opinion of
Beneficiary, the Mortgaged Property is in jeopardy or in danger of being
forfeited or foreclosed. If Trustor refuses to pay any such Imposition,
Beneficiary may (but shall not be obligated to) make such payment and Trustor
shall reimburse Beneficiary on demand for all such Advances.

     Section 2.07. Deposits. Upon request from Beneficiary, Trustor shall
deposit with Beneficiary (or with its designated mortgage loan correspondent or
such other agent of Beneficiary as Beneficiary may designate in writing to
Trustor from time to time), monthly, on the due date of each monthly installment
under the Note, 1/12th of the annual charges (as estimated by Beneficiary) for
Impositions with respect to the Mortgaged Property. If required by Beneficiary,
Trustor shall also deposit with Beneficiary, simultaneously with such monthly
deposits and/or the execution Deed of Trust, a sum of money which together with
such monthly deposits will be sufficient to make the payment of each such charge
at least 30 days prior to the date initially due. Should such charges not be
ascertained, the time any deposit is required to be made, the deposit shall be
made on the basis of the charges for the year or payment period, as reasonably
estimated by Beneficiary. When the charges are fixed for the then current year
or period, Trustor shall deposit any deficiency on demand. All funds deposited
with Beneficiary (or correspondent or other agent) shall be held without
interest (unless the payment of interest thereon is required by Applicable law),
may be commingled with other funds, and shall be applied in payment of the
foregoing when and as payable provided that no event of Default shall have
occurred. Should an Event of Default occur, funds so deposited may be applied in
payment of the charges for which such funds shall have been deposited, to the
payment of the Indebtedness or any other charges affecting the Mortgaged
Property, as Beneficiary in its sole discretion may determine, but no such
application shall be deemed to have been made by operation of law or otherwise
until actually made by Beneficiary as herein provided. Trustor shall furnish
Beneficiary with all other documents necessary for the payment of the foregoing
charges at least 15 days prior to the date or each payment thereof shall first
become due.

                              (See attached Rider)

     Section 2.08. Mortgage Taxes. Trustor shall pay any and all taxes, charges,
filing, registration and recording law fees, excises and levies imposed upon
Trustee or Beneficiary by reason of their respective interests in, or by amounts
payable under, the Note, this Deed of Trust or any other Loan Document (other
than income,franchise and doing business taxes), and shall pay all stamp taxes
and other taxes required to be paid on the Note and other Loan Documents. If
Trustor fails to make such payment within five days after notice thereof from
Beneficiary, Beneficiary may (but shall not be obligated to) pay the amount due,
and Trustor shall reimburse Beneficiary on demand for all such Advances. If
applicable law prohibits Trustor from paying such taxes, charges, filing,
registration and recording fees, excises, levies, stamp taxes or other taxes,
then Beneficiary may declare the Indebtedness unpaid to be immediately due and
payable. In such event, no prepayment fee shall be charged.

                                       8

<PAGE>

     Section 2.09. Loan Documents Authorized. (a) The execution and delivery of
this Deed of Trust and the other Loan Documents have been duly authorized and
there is no provision in Trustor's organizational documents, as amended,
requiring further consent for such action by any other person or entity.

          (b) Trustor is duly organized, validly existing and in good standing
under the laws of the formation.

          (c) Trustor has all necessary franchises, licenses, authorizations,
registrations, permits and full power and authority to own and operate its
properties, including the Mortgaged Property, and as business as now conducted
in each jurisdiction where Trustor conducts its business.

          (d) The execution and delivery of and performance of its obligations
under the Loan Documents not result in Trustor's being in default under any
provision of its organizational documents, as amended order, or any mortgage or
other agreement to which it is a party and (ii) do not require the consent of
with any governmental authority.

          (e) All due partnership and corporate action has been taken to make
and constitute the Loan Documents, and the Loan Documents constitute legal,
valid and binding obligations enforceable in accordance respective terms,
subject to the application of bankruptcy and other laws affecting the rights of
creditor

          (f) The Mortgaged Property is in compliance with all provisions of all
zoning, subdivision environmental traffic, fire, building, and occupational
safety and health rules, regulations, codes, acts and laws to which it is
subject.

     Section 2.10. Maintenance of Existence. So long as it owns the Mortgaged
Property, Trustor shall ___ necessary to preserve and keep in full force and
effect its existence, franchises, licenses, authorizations, repermits and
approvals under the laws of the state of its formation and the State, and shall
comply with all rules, ordinances, statutes, orders and decrees of any
governmental authority or court applicable to Trustor or the Mortgaged Property
or any portion thereof.

     Section 2.11. Payment of Liens. Trustor shall pay when due all payments and
charges due in connection with any liens and encumbrances on and security
interests in the Mortgaged Property or any thereof all rents and charges under
any ground leases and other leases forming a part of the Mortgaged and all
claims and demands of mechanics, materialman, laborers and others which, if
unpaid might permit the creation of a lien on the Mortgaged Property or any
portion thereof and shall cause the payment in no event later than 30 days after
imposition), full and unconditional discharge of all liens imposed or the
Mortgaged Property or any portion thereof. Trustor shall do or cause to be done,
at the sole cost everything necessary to fully preserve the initial priority of
the lien of this Deed of Trust. If Trustor fails to make any such payment or if
a lien attaches to the Mortgaged Property or any portion thereof, Beneficiary
shall not be obligated to) make such payment or discharge such lien and Trustor
shall reimburse Beneficiary on demand for all such Advances.

     Section 2.12. Costs of Defending and Upholding the Lien. Beneficiary and,
to the extent authorized by Beneficiary. Trustee may, after notice to Trustor,
(a) appear in and defend any action or proceeding, in and on behalf of Trustee,
Beneficiary or Trustor, in which Trustee or Beneficiary is named or which in its
sole discretion determines may adversely affect the Mortgaged Property, this
Deed of Trust, the or any other Loan Document and (b) institute any action or
proceedings which Beneficiary in its sole determines should be instituted to
protect the interest or rights of Beneficiary or Trustee in the Mortgaged or
under this Deed of Trust or any other Loan Document. Trustor agrees to bear and
shall pay or reimburse and Beneficiary on demand for all Advances and expenses
(including reasonable attorney' fees) relating to by Trustee or Beneficiary in
connection with any such action or proceeding.

     Section 2.13. Costs of Enforcement. Trustor agrees to bear and shall
reimburse Trustee on demand for all Advances and expenses (including reasonable
attorneys' and appraisers' fees and reasonable fees of any receiver or similar
official) of or incidental to the collection of the Indebtedness, foreclosure of
this Deed of Trust or any other Loan Document, any enforcement, compromise or
settlement or the Deed of Trust, any other Loan Document or the Indebtedness, or
any defense or assertion of the right of Trustee or Beneficiary in respect of
any thereof, by litigation or otherwise.

                                       9

<PAGE>

     Section 2.14. Interest on Advances and Expenses. All Advances made and
reasonable expenses incurred any time by Trustee or Beneficiary pursuant to the
provision of this Deed of Trust or the other Loan Documents or under applicable
law sha11 be secured by the Deed of Trust as part of the Indebtedness, with
equal priority. All such Advances and expenses shall bear interest at the
Default Rate, payable on demand from that each such Advance or expense is made
or incurred to the date of reimbursement.

     Section 2.15. Indemnification. Trustor shall indemnify and hold Trustee and
Beneficiary and their respective directors, officers, employees and agents
harmless from and Against and reimburses them for all claims, suits liabilities,
losses, damages, judgments, penalties, costs and expenses (including reasonable
attorneys' fees and paid in settlement) which may be imposed upon, asserted
against, or incurred or paid by any of them (a) by or of on account of or in
connection with any act or occurrence relating to the Mortgaged Property or as
injury, death, other personal injury or property damage occurring in, upon or in
the vicinity of the premises by any cause whatsoever, (b) as a result of the
failure of Trustor to perform any of its obligations under a Loan Documents, or
(c) on account of any transaction otherwise arising out of or in any way
connected Mortgaged Property, this Deed of Trust or the Indebtedness. The
foregoing Section 2.15(b) shall, however, _________ to the limitations on
Trustor's liability provided for in Section 4.03(I) and applied as written with
the exception that references therein to "indemnity" shall mean and refer only
to any environmental Indemnity, remedies under any Environmental Laws, and any
other specific indemnity provided for in a Loan Document or this Deed of Trust.

     Section 2.16. Financial Statements Records. Trustor shall deliver to
Beneficiary, within 105 days, after of each Fiscal Year of Trustor, (a) complete
financial statements of Trustor, (b) a detailed statement of loss with respect
to the operation of the Premises, setting forth in comparative form the figures
for the current and previous Fiscal Years, all in reasonable detail and
certified as complete and correct by Trustor. Upon the occurrence of an Event of
Default, at Beneficiary's option such annual final operating statements with
respect to Trustor and the Premises shall be certified by an independent
certified accountant, at Trustor's expense and Trustor shall de1iver to
Beneficiary such additional interim financial act and reports as Beneficiary may
reasonably require. Beneficiary and its agents shall have the right to inspect
and make copies of Trustor's a books and records with respect to the Mortgaged
Property at all reasonable times.

                              (See attached Rider)

     Section 2.17. Prohibition Against Conveyances and Encumbrances. Except with
the prior consent of Beneficiary, Trustor shall not and shall not permit others
to convey, assign, sell, mortgage, encumber, hypothecate, grant a security
interest in, grant options with respect to, or otherwise dispose of (directly or
indirectly, voluntarily or involuntarily, by operation of law or otherwise, and
whether or not for consideration or for all or any portion of any legal or
beneficial interest (a) in all or any portion of the Mortgaged Property or (b)
in the stock of any corporation which is either Trustor or a beneficial owner of
all or any portion of the Mortgaged Property; (c) in Trustor (or any trust of
which Trustor is a trustee); or (d) if Trustor is a corporation or general
partnership, joint venture, trust, nominee trust, tenancy in common or other
unincorporated business association or form of ownership, in any person, firm or
entity having a direct or indirect legal or ownership interest in Trustor,
including any Legal or beneficial interest in any general partner of Trustor
general partner of any general partner of Trustor. Any such transfer or
encumbrance to which Beneficiary must be to a United States citizen or an entity
owned or controlled by United States citizen. Beneficiary's consent under this
Section 2.17 shall be on a form previously approved by Beneficiary and
accompanied by the payment of Beneficiary's standard processing fee for such
transactions, and Beneficiary's consent to any of the foregoing actions, if
given (in Beneficiary's sole discretion), may be conditioned upon a change in
the interest rate, maturity date, amortization period or other terms under the
Note, the payment of a transfer fee and/or any other requirements of
Beneficiary. In addition to the standard processing fee or transfer fee referred
to in this Section 2.17, Trustor agrees to bear and shall pay or reimburse
Beneficiary for all reasonable expenses (including reasonable attorneys' fees,
title search costs, and title insurance and premiums) incurred by Beneficiary in
connection with the review, approval and documentation of transaction.

                              (See attached Rider)

     Section 2.18. Estoppel Certificates. Within 10 Business Days of a request
by Beneficiary, Trustor shall provide to beneficiary a duly acknowledged written
statement confirming the amount of the outstanding indebtedness terms of payment
and maturity date of the Note, the date to which interest has been paid and
whether any defenses exist against the Indebtedness. If any such defenses are
alleged to exist, they shall be set forth in detail.

                                       10

<PAGE>

     Section 2.19. Assignment of Leases and Property Income.

          (a) Trustor hereby absolutely and unconditionally assigns and
transfers to Beneficiary the Leases and the Property Income. Trustor shall not
otherwise assign, transfer or encumber in any manner the Leases or the Property
Income or any portion thereof. Trustor shall have a license to collect and use
the Property Income as the same becomes due and payable so long as no Event of
Default has occurred, but may not collect any Property Income more than 30 days
in advance of the date the same becomes due. The assignment in this Section 2.19
shall constitute an absolute and present assignment of the Leases and the
Property Income, and not an assignment for security, and the existence or
exercise of the Trustor's conditional license to collect Property Income shall
not operate to subordinate this assignment to any subsequent assignment. The
exercise by Beneficiary of any of its rights or remedies under this Section 2.19
shall not be deemed or construed to make Beneficiary a mortgagee-in-possession.

          (b) Trustor shall perform all obligations as lessor under all Leases
and shall not take any action which would cause any Lease to cease to be in full
force and affect. Except with the prior consent of Beneficiary. Trustor shall
not (i) cancel, terminate, surrender, sublet or assign any Lease or consent to
any cancellation, termination, surrender, subletting or assignment thereof; (ii)
amend, modify or subordinate any Lease; (iii) enter into any new Lease (except
as permitted in Section 2.19(c) below); (iv) waive any default under or branch
of any Lease; (v) consent to or accept any prepayment or discount of rent or
advance rent under any Lease; or (vi) take any other action in connection with
any Lease which may impair or jeopardize the validity of such Lease or the
Beneficiary's interest therein.

          (d) In addition to the foregoing, Trustor shall comply with all terms
and provisions of the Assignment.

     Section 2.20. Environmental Matters; Notice; Indemnity.

          (a) /* Trustor has not installed, used, generated, manufactured,
produced, stored, released, discharged or disposed of on, under or about the
Premises, or transported to or from any portion of the Premises, any Hazardous
Substance or allowed any other person or entity to do so, except under
conditions permitted by applicable Environmental Laws.

          (b) Trustor shall not install, use, generate, manufacture, produce,
store, release, discharge or dispose of on, under or about the Premises, or
transport to or from any portion of the Premises, any Hazardous Substance or
allow any other person or entity to do so, except under conditions permitted by
applicable Environmental Laws.

          (c) Trustor shall keep and maintain the Premises is compliance with,
and shall not cause or permit the Premises to be in violation of, applicable
Environmental Laws.

          (d) Trustor shall promptly provide notice to Beneficiary of:

          (i) any proceeding, investigation or inquiry commenced by any
     governmental authority with respect to the presence of any Hazardous
     Substances on, under or about the Premises or the migration of any
     Hazardous Substance to or from adjoining property;

          (ii) all claims made or threatened by any person or entity against
     Trustor, any other party occupying the Premises or any portion thereof, or
     the Premises, re1ating to any loss or injury allegedly resulting from any
     Hazardous Substance; and

          (iii) the discovery of any occurrence or condition on the Premises or
     on any real property adjoining or in the vicinity of the Premises, of which
     Trustor becomes aware, which might cause the Premises or any portion
     thereof to be in violation of any Environmental Law or subject to any
     restriction on ownership, occupancy, transferability or under any
     Environmental Law (collectively, an "Environmental Violation").

* (See attached Rider)

                                       11

<PAGE>

          (e) Beneficiary and to the extent authorized by Beneficiary, Trustee
may join and participate in, as a party if Beneficiary so determines, any 1egal
or administrative proceeding or action concerning the Premises under any
Environmental Law, Trustor agrees to bear and shall pay or reimburse Trustee and
Beneficiary on demand for all Advances and expenses (including reasonable
attorney's fees) relating to or incurred by Trustee of Beneficiary in connection
with any such action or proceeding.

          (f) Trustor shall indemnify and hold Trustee and Beneficiary and their
respective directors, officers, employees and agents harmless from and against
any and all claims, demands, liabilities, loans, damages, judgments, penalties,
costs and expenses (including reasonable attorneys' fees) directly or indirectly
arising out of or attributable to the installation, use, generation,
manufacture, production, storage, release threatened release, discharge
disposal or presence of a Hazardous Substance on, under or about the Premises or
any portion thereof including (i) all foreseeable consequential damages, (ii)
the costs of any required or necessary repair, cleanup or detoxification, and
(iii) the costs of the preparation and implementation of any closure, remedial
or other required plans. This indemnity shall survive the satisfaction, release
or extinguishment of the lien of this Deed of Trust including any extinguishment
of such lien by foreclosure or deeds in lieu thereof.

                              (See attached Rider)

     Section 2.21. Environmental Matters, Remedial Work. (a) If any
investigation, site monitoring, containment, cleanup, removal, restoration or
other remedial work of any kind or nature (collectively, the "Remedial Work") is
required, reasonably necessary or desirable under any applicable Environmental
Law because of or in connection with the current or future presence, suspected
presence, release or suspected release of Hazardous Substance into the air,
soil, ground water, surface water, or soil vapor on, under or about the Premises
or any portion thereof. Trustor shall promptly commence and diligently prosecute
to completion all such Remedial Work. In, all events, such Remedial Work shall
be commenced within 45 days after any demand therefore by Beneficiary or such
shorter period as may be required under any applicable Environmental Law.

          (b) All Remedial Work shall be performed by contractors, and under the
supervision of a consulting engineer, each approved in advance by Beneficiary.
All costs and expenses of such Remedial Work and Beneficiary's monitoring or
review of such Remedial Work (including reasonable attorneys' fees) shall be
paid by Trustor. If Trustor does not timely commence and diligently prosecute to
completion the Remedial Work, Beneficiary may (but shall not be obligated to)
cause Remedial Work to be performed. Trustor agrees to bear and shall pay or
reimburse Beneficiary on demand for all Advances and expenses (including
reasonable attorneys' fees) relating to or incurred by Beneficiary in connection
with monitoring, reviewing or performing any Remedial Work.

          (c) Except with Beneficiary's prior consent, Trustor shall not
commence any Remedial Work or enter into any settlement agreement, consent
decree or other compromise relating to any Hazardous Substances or Environmental
Laws which might, in Beneficiary's sole judgment impair the value of
Beneficiary's security hereunder. Beneficiary's prior consent shall not be
required, however, if the presence or threatened presence of Hazardous
Substances on, under or about the Premises poses an immediate threat to the
health, safety or welfare of any person or is of such a nature that an immediate
remedial response is necessary, and it is not possible to obtain Beneficiary's
prior consent. In such event Trustor shall notify Beneficiary as soon as
practicable of any action taken.

     Section 2.22. Environmental Matters; Inspection. (a) Beneficiary shall have
the right at all reasonable times to enter upon and inspect all or any portion
of the Premises, provided that such inspections shall not unreasonably interfere
with the operations of the tenants of the Premises. Beneficiary may select a
consulting engineer to conduct and prepare reports of such inspections. The
inspection rights granted to Beneficiary in this Section 2.22 shall be in
addition to, and not in limitation of any other inspection rights granted to
Beneficiary in this Deed of Trust, and shall expressly include the right to
conduct soil borings and other customary environmental tests, assessments and
audits.

          (b) Trustor agrees to bear and shall pay or reimburse Beneficiary on
demand for all Advances and expenses (including reasonable attorneys' fees)
relating to or incurred by Beneficiary in connection with the inspections and
reports described in this section 2.22 in the following situations:

          (i) If Beneficiary has reasonable grounds to believe, at the time any
     such inspection is ordered, that there exists to Environmental Violation or
     that a Hazardous Substance is present on, under or about the Premises or is
     migrating to or from adjoining property, except under conditions permitted
     by applicable Environmental Laws and not prohibited by any Loan Document;

                                       12

<PAGE>

          (ii) if any such inspection reveals an Environmental Violation or that
     a Hazardous Substance is present on, under or about the Premises or is
     migrating to or from adjoining property, except under conditions permitted
     by applicable Environmental Laws and not prohibited by any Loan Documents
     or

          (iii) if an Event of Default exists at the time any such inspection in
     ordered.

                              (See attached Rider)

                                  ARTICLE III
                               Security Agreement

     Section 3.01. Warranties, Representations and Covenants of Trustor. Trustor
covenants, warrants, represents and agrees with and to Trustee and Beneficiary
as follows:

          (a) This Deed of Trust constitutes a security agreement under the Code
and serves as a fixture filing in accordance with the Code. This Deed of Trust
creates a security interest in favor or Beneficiary as secured party under the
Code with respect to all property (specifically including the Collateral)
included in the Mortgaged Property which is covered by the Code. The mention of
any portion of the Mortgaged Property in a financing statement filed in the
records normally pertaining to personal property shall not ______ from or impair
in any manner the intention of Trustor, Trustee and Beneficiary hereby declared
that all items of collateral described in this Deed of Trust are part of the
real properly encumbered hereby to the fullest extent permitted by law,
regardless of whether any such item is physically attached to the Improvements
or whether serial numbers are used for the better identification of certain
items. Specifically, the mention in any such financing statement of (i) the
rights in or the Proceeds of any policy of insurance, (ii) any condemnation
Proceeds, (iii) Trustor's interest in any Leases or Property Income, or (iv) any
other item included in the Mortgaged Property, shall not be construed to alter,
impair or impugn any rights of Beneficiary as determined by this Deed of Trust
or the priority of Beneficiary's lien upon and security interest in the
Mortgaged Property. Any such mention shall be for the protection of Beneficiary
in the event that notice of Beneficiary's priority of interest as to any portion
of the Mortgaged Property is required to be filed in accordance with the Code to
be effective against or take priority over the interest of any particular class
of persons, including the federal government or any subdivision or
instrumentality thereof.

          (b) Except for the security interest granted by this Deed of Trust,
Trustor is, and as to portions of the Collateral to be acquired after the date
hereof will be, the sole owner of the Collateral, free from any lien, security
interest, encumbrance or adverse claim thereon of any kind whatsoever except
Permitted Encumbrances. Trustor shall notify Beneficiary of, and shall defend
the Collateral against, all claims and demands of all persons at any time
claiming the same or any interest therein.

          (c) Except as otherwise provided in this Deed of Trust, Trustor shall
not lease, se11, convey or in any manner transfer the Collateral without the
prior consent of Beneficiary.

          (d) The Collateral is not used or bought for personal, family or
household purposes.

          (e) The Collateral shall be kept on or at the Premises, and Trustor
shall not remove the Collateral from the Premises without the prior consent of
Beneficiary, except such portions or items of the Collateral as are consumed or
worn out in ordinary usage, all of which shall be promptly replaced by Trustor
with items of equal or greater value.

          (f) In the event of any change in name, identity or structure of
Trustor, Trustor shall notify Beneficiary thereof and promptly after request
shall execute, file and record such Code forces as are necessary to maintain the
priority of Beneficiary's lien upon and security interest in the Collateral, and
shall pay all expenses and fees in connection with the filing and recording
thereof. If Beneficiary shall require the filing or recording of additional Code
forms or continuation statements, Trustor shall, promptly after request,
execute, file and record such Code forms or continuation statements as
Beneficiary shall deem necessary, and shall pay all expenses and fees in
connection with the filing and recording thereof.

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<PAGE>

          (g) Trustor hereby irrevocably appoints Beneficiary as its
attorney-in-fact, coupled with an interest to file with the appropriate public
office on its behalf any financing or other statements signed only by
Beneficiary, as secured party, in connection with the Collateral covered by this
Deed of Trust.

     Section 3.02. Financing Statements. A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS DEED OF TRUST OR ANY FINANCING STATEMENT RELATING TO THIS
DEED OF TRUST SHALL BE SUFFICIENT AS A FINANCING STATEMENT.

     Section 3.03. Addresses. The mailing address of Trustor and the address of
Beneficiary from which information concerning the security interest granted
hereby may be obtained are set forth on the Cover Sheet of this Deed of Trust.
Trustor maintains its sole place of business or its chief executive office at
the address shown on said Cover Sheet, and Trustor shall immediately notify
Beneficiary in writing of any change in said place of business or chief
executive office.

                              (See attached Rider)

                                   ARTICLE IV
                              Default and Remedies

     Section 4.01. Events of Default. Each of the following shall constitute an
Event of Default under this Deed of Trust, the Note and the other Loan
Documents:

          (a) failure in the payment of any installment of interest or principal
as and when due under the Note;

          (b) failure in the payment of any other amount or Advance due Trustee
or Beneficiary as and when due under this Deed of Trust, the Note or any other
Loan Document;

          (c) default in the due observance or performance of any term, covenant
or condition contained in this Deed of Trust, the Note or any other Loan
Document;

          (d) if any representation made herein or in any other Loan Document
shall prove to be untrue in any material respect;

          (e) violation of any of the covenants set forth in Section 2.17 with
respect to conveyances, sales, encumbrances or other prohibited dispositions of
the Mortgaged Property or Trustor or any portion thereof or any interest
therein;

          (f) violation of any of the covenants set forth in Section 2.19(a)
with respect to the further assignment, transfer or encumbrance by Trustor of
the Leases or the Property Income or any portion thereof;

          (g) violation of any of the covenants set forth as items (i) through
(vi) of Section 2.19(b) with respect to certain actions concerning Leases which
shall not be taken by Trustor without the prior consent of Beneficiary;

          (h) if Trustor, any general partner of Trustor or any guarantor of the
Note files or consents to the filing of, or commences of consents to the
commencement of, any Bankruptcy Proceeding with respect to Trustor or such
guarantor;

          (i) if any Bankruptcy Proceeding shall have been filed against
Trustor, any general partner of Trustor or any guarantor of the Note and the
same is not withdrawn, dismissed, cancelled or terminated within 90 days of such
filing;

          (j) if Trustor, any general partner of Trustor or any guarantor of
the Note is adjudicated bankrupt or insolvent or a petition for reorganization
of Trustor or any such general partner or guarantor is granted;

          (k) if a receiver, liquidator or trustee of Trustor, any general
partner of Trustor or any guarantor of the Note or of any of the properties of
Trustor or any such general partner or guarantor shall be appointed;

          (1) if Trustor, any general partner of Trustor or any guarantor of the
Note shall make an assignment for the benefit of its creditors or shall admit in
writing the inability to pay its debts generally as they become due;

                                       14

<PAGE>

          (m) except as otherwise permitted herein, if Trustor, any general
partner of Trustor or any guarantor of the Note shall die or shall institute or
cause to be instituted any proceeding for the termination or dissolution of
Trustor or any such general partner or guarantor.

                              (See attached Rider)

          (n) if a default or event of default shall occur under any deed of
trust or security agreement encumbering all or any portion of the Mortgaged
Property which is subordinate or superior to the lien of this Deed of Trust or
if the trustee, beneficiary or secured party under any such subordinate or
superior deed of trust or security agreement sha1l commence a foreclosure or
other collection or enforcement action in connection therewith, provided that
this provision shall not be deemed to be a waiver of the provisions of Section
2.17 prohibiting further encumbrances or of any other provision of this Deed of
Trust;

          (o) except is permitted in this Deed of Trust, the actual or
threatened alteration, demolition or removal of any of the Improvements without
the prior consent of Beneficiary;

          (p) damage to any of the Mortgaged Property in any manner which is not
covered by insurance as a result of Trustor's failure to maintain insurance
required in accordance with this Deed of Trust; or

                              (See attached Rider)

     Section 4.02. Remedies. Upon the occurrence of any Event of Default,
Beneficiary may take such actions against Trustor and/or the Mortgaged Property
or any portion thereof as it deems advisable to protect and enforce its rights
against Trustor and in and to the Mortgaged Property, without notice or demand
except as set forth below. Any such actions taken by Beneficiary shall be
cumulative and concurrent and may be pursued independently, singly,
successively, together or otherwise, at such time and in such order as
Beneficiary may determine in its sole discretion, to the fullest extent
permitted by law, without impairing or otherwise affecting the other rights and
remedies of Beneficiary permitted by law, equity or contract or as set forth
herein or in the other Loan Documents. Such actions may include the following:

          (a) Subject to any applicable provisions of the Note, Beneficiary may
declare the entire principal balance under the Note then unpaid, together with
all accrued and unpaid interest thereon, and all other unpaid Indebtedness, to
be immediately due and payable.

          (b) Beneficiary may enter into or upon the Mortgaged Property,
personally or by its agents, nominees or attorneys, and may dispossess Trustor
and its agents and servants therefrom, and thereupon Beneficiary at its sole
discretion may: (i) use, operate, manage, control, insure, maintain, repair,
restore and otherwise deal with all and every portion of the Mortgaged Property
and conduct business thereon, in any case either in the name of Beneficiary or
in such other name as Beneficiary shall deem best; (ii) complete any
construction on the Mortgaged Property in such manner and form as Beneficiary
deems advisable; (iii) make alterations, additions, renewals, replacements and
improvements to or on the Mortgaged Property; (iv) exercise all rights and
powers of Trustor with respect to the Mortgaged Property, whether in the name of
Trustor or otherwise, including the right to make, cancel, enforce or modify
Leases, obtain and evict tenants, and demand, sue for, collect and receive a11
Property Income; and (v) apply the receipts of Property Income to the payment of
the Indebtedness (including any prepayment fee payable under the Note) in such
order as Beneficiary shall determine in its sole discretion, after deducting
therefrom all expenses (including reasonable attorneys' fees) incurred in
connection with the aforesaid operations and all amounts necessary to pay the
impositions, insurance and other charges in connection with the Mortgaged
Property, as well as just and reasonable compensation for the services of
Beneficiary, its agents, nominees and attorneys.

          (c) Subject to any applicable provisions of the Note, with or without
entry, personally or by its agents, nominees or attorneys, Beneficiary may
require Trustee to sell all or any portion of the Mortgaged Property and all or
any portion of Trustor's estate, right, title, interest, claim and demand
therein and right of redemption thereof at one or more private or public sales
in the manner and to the extent permitted by law, as an entirety or in parcels
or portions, and Trustee shall have the statutory power of sale as may be
provided by law in the State.

          (d) Subject to any applicable provisions of the Note, Beneficiary may
institute proceedings for the complete foreclosure of this Deed of Trust, in
which case the Mortgaged Property may be sold for cash or upon credit, as an
entirety or in parcels or portions.

          (e) Subject to any applicable provisions of the Note, Beneficiary may
institute, or require Trustees to institute, proceedings for the partial
foreclosure of this Deed of Trust for the portion of the Indebtedness then due
and payable, subject to the continuing lien of this Deed of Trust for the
balance of Indebtedness not then due

                                       15

<PAGE>

          (f) Beneficiary may institute, or require Trustee to institute, an
action, suit or proceeding at law or in equity for the specific performance of
any covenant, condition or agreement contained herein or in the Note or any
other Loan Document, or in aid of the execution of any power granted hereunder
or for the enforcement of any other appropriate legal or equitable remedy.

          (g) Beneficiary and Trustee shall have the rights and may take such
actions as are set forth described or referred to in any rider entitled "Rider
-- Applicable State Law Provisions" attached hereto and made a part hereof, or
as are permitted by the Laws of the State.

          (h) Subject to any applicable provisions of the Note, Beneficiary may
recover judgment on the Note, either before, during or after any proceedings for
the foreclosure or enforcement of this Deed of Trust.

          (i) Beneficiary may secure the appointment of a receiver, trustee,
liquidator or similar official of the Mortgaged Property or any portion thereof,
and Trustor hereby consents and agrees to such appointment, without notice to
Trustor and without regard to the adequacy of the security for the Indebtedness
and without regard to the solvency of Trustor or any other person, firm or
entity liable for the payment of the Indebtedness, and such receiver or other
official shall have all rights and powers permitted by applicable law and such
other rights and powers as the court making such appointment may confer, but the
appointment of such receiver or other official shall not impair or in any manner
prejudice the rights of Beneficiary to receive the Property Income pursuant to
this Deed of Trust or the Assignment.

          (j) Beneficiary may exercise any or all of the remedies available to a
secured party under the Code, but any sale of the Equipment shall be subject to
any applicable provisions of the Note.

          (k) Beneficiary may pursue or require Trustee to pursue, any other
rights and remedies of Beneficiary or Trustee permitted by law, equity or
contract or as set forth herein or in the other Loan Documents.

     Section 4.03. General Provisions Regarding Remedies.

          (a) Effect of Judgment. No recovery of any judgment by Beneficiary or
Trustee and no levy of an execution under any judgment upon the Mortgaged
Property or upon any other property of Trustor shall affect in any manner or to
any extent the lien of this Deed of Trust upon the Mortgaged Property or any
portion thereof, or any rights, powers or remedies of Beneficiary or Trustee
hereunder. Such lien, rights, powers and remedies of Beneficiary and Trustee
shall continue unimpaired as before.

          (b) Continuing Power of Sale. The power of sale conferred upon Trustee
in this Deed of Trust shall not be exhausted by any one or more sales as to any
portion of the Mortgaged Property remaining unsold, but shall continue
unimpaired until all of the Mortgaged Property is sold or all of the
Indebtedness is paid.

          (c) Right to Purchase. At any sale of the Mortgaged Property or any
portion thereof pursuant to the provisions of this Deed of Trust, Beneficiary or
Trustee shall have the right to purchase the Mortgaged Property being sold, and
in such case shall have the right to credit against the amount of the bid made
therefor (to the extent necessary) all or any portion of the Indebtedness than
due.

          (d) Right to Terminate Proceedings. Beneficiary or Trustee may
terminate or rescind any proceeding or other action brought in connection
with its exercise of the remedies provided in Section 4.02 at any time before
the conclusion thereof, as determined in Beneficiary's sole discretion and
without prejudice to Beneficiary.

          (e) No Waiver or Release. Beneficiary may resort, or require Trustee
to resort, to any remedies and the security given by the Loan Documents, in
whole or in part and is such portions and in such order as determined in
Beneficiary's sole discretion. No such action shall in any way be considered a
wavier of any rights, benefits or remedies evidenced or provided by the Loan
Documents. The failure of Beneficiary or Trustee to exercise any right, remedy
or option provided in the Loan Documents shall not be deemed a waiver of such
right, remedy or option or of any covenant or obligation secured by the Loan
Documents. No acceptance by Beneficiary or Trustee of any payment after the
occurrence of an Event of Default and no payment by Beneficiary or Trustee of
any Advance or obligation for which Trustor is liable hereunder shall be deemed
to waive or cure such Event of Default or Trustor's liability to pay such
obligation. No sale of all or any portion of the Mortgaged Property, no
forbearance on the part of Beneficiary or Trustee, and no extension of time for
the payment of the whole or any portion of the Indebtedness or any other
indulgence given by Beneficiary or Trustee to Trustor or any other person or
entity, shall

                                       16

<PAGE>

operate to release or in any manner effect the interest of Beneficiary in the
Mortgage Property party or the liability of Trustor to pay the Indebtedness,
except to the extent that such liability shall be reduced by Proceeds of the
sale of all or any portion of the Mortgaged Property received by Beneficiary or
Trustee. No waiver by Beneficiary or Trustee shall be effective unless it is in
writing and then only to the extent specifically stated.

          (f) No Impairment; No Release. The interests and rights of Beneficiary
or Trustee under the Loan Documents shall not be impaired by any indulgence,
including (i) any renewal extension or modification which Beneficiary may grant
with respect to any of the Indebtedness, (ii) any surrender, compromise,
release, renewal, extension, exchange or substitution which Trustee or
Beneficiary may grant with respect to the Mortgaged Property of any portion
thereof or (iii) any release or indulgence granted to any maker, endorser,
guarantor or surety of any of the Indebtedness. If the Mortgaged Property is
sold and Beneficiary enters into any agreement with the then owner of the
Mortgaged Property extending the time of payment of the Indebtedness, or
otherwise modifying the terms hereof or of any other Loan Document, Trustor
shall continue to be liable to pay the Indebtedness according to the tenor of
any such agreement unless expressly released and discharged in writing by
Beneficiary.

          (g) Waivers and Agreements Regarding Remedies. To the full extant
Trustor may legally do so, Trustor.

          (i) agrees that Trustor will not at any time insist upon, plead, claim
     or take the benefit or advantage of any Laws now or hereafter in force
     providing for any appraisal or appraisement, valuation, stay, extension or
     redemption, and waives and releases all rights of redemption, valuation,
     appraisal or appraisement, stay of execution, extension and notice of
     election to accelerate or declare due the whole of the Indebtedness:

          (ii) waives all rights to a marshalling of the assets of Trustor,
     Trustor's partners, if any, and others with interests in Trustor, including
     the Mortgaged Property, or to a sale in inverse order of alienation in the
     event of foreclosure of the interests hereby created, and agrees not to
     assert any right under any Laws pertaining to the marshalling of assets,
     the sale in inverse order of alienation, homestead exemption, the
     administration of estates of decedents, or any other matters whatsoever to
     defeat, reduce or affect the right of Beneficiary under the Loan Documents
     to a sale of the Mortgaged Property for the collection of the Indebtedness
     without any prior or different resort for collection, or the right of
     Beneficiary or Trustee to the payment of the Indebtedness out of the
     Proceeds of sale of the Mortgaged Property in preference to every other
     claimant whatsoever;

          (iii) waives any right to bring or utilize any defense, counterclaim
     or setoff, other than one in good faith, which denies the existence or
     sufficiency of the facts upon which the foreclosure action is grounded or
     which is based on the wrongful actions of Beneficiary or Trustee. If any
     defense, counterclaim or setoff (other than one permitted by the preceding
     sentence) is raised by Trustor in such foreclosure action, such defense,
     counterclaim or setoff shall be dismissed. If such defense, counterclaim or
     setoff is based on a claim which could be tried in an action for money
     damages, the, foregoing waiver shall not bar a separate action for such
     damage (unless such claim is required by Law or applicable rules of
     procedures to be pleaded in or consolidated with the action initiated by
     Beneficiary or Trustor), but such separate action shall not thereafter be
     consolidated with any foreclosure action of Beneficiary or Trustee. The
     bringing of such separate action for money damages shall not be deemed to
     afford any grounds for staying any such foreclosure action;

          (iv) waives and relinquishes any and all rights and remedies which
     Trustor may have or be able to assert by reason of the provisions of any
     laws pertaining to the rights and remedies of sureties;

          (v) waives the defense of laches and any applicable statute of
     limitation; and

          (vi) waives any right to have any trial, action or proceeding tried by
     a jury.

          (h) Beneficiary's Discretion. Beneficiary may exercise its rights,
options and remedies and may make all decisions, judgments and determinations
under this Deed of Trust and the other Loan Documents in its sole and unfettered
discretion.

          (i) Recitals of Facts. In the event of a sale or other disposition of
the Mortgaged Property pursuant to Section 4.02 and the execution of a deed or
other conveyance pursuant thereto, the recitals therein of facts (such as
default, the giving of notice of default and notice of sale, demand that such
sale should be made, postponement of sale, terms of sale, purchase, payment of
purchase money and other facts affecting the regularity or validity of such sale
or disposition) shall be conclusive proof of the truth of such facts. Any such
deed or conveyance shall be conclusive against all persons as to such facts
recited therein.

                                       17

<PAGE>

          (j) Beneficiary's Right to waive, Consent or Release. Beneficiary
may, at any time, (i) waive compliance by Trustor with any covenant herein made
by Trustor to the extent and in the manner specified in such writing. (ii)
consent to Trustor's doing any act which Trustor is prohibited hereunder from
doing, or consent to Trustor's failing to do any act which Trustor is required
hereunder to do, to the extent and in the manner specified in such writing; or
(iii) release, or require Trustee to release, any portion of Mortgaged Property,
or any interest therein, from this Deed of Trust and the lien of other Loan
Documents. No such act shall in any way impair the rights of Beneficiary or
Trustee hereunder except to the extent specified by Beneficiary in such writing.

          (k) Possession of the Mortgaged Property. Upon the occurrence of any
Event of Default hereunder and demand by Beneficiary at its option. Trustor
shall immediately surrender or cause the surrender of possession of the Premises
to Beneficiary. If Trustor or any other occupant is permitted to remain in
possession, such possession shall be as tenant of Beneficiary and such occupant
(i) shall on demand pay to Beneficiary monthly, in advance, reasonable use and
occupancy charges for the space to occupied, and (ii) in default thereof, may be
dispossessed by the usual summary proceedings. Upon demand Trustor shall
assemble the Collateral and make it available at any place Beneficiary may
designate to allow Beneficiary or, at Beneficiary's direction, Trustee to take
possession and/or dispose of the Collateral. The covenants herein contained may
be enforced by a receiver of the Mortgaged Property or any portion thereof.
Nothing in this Section 4.03(k) shall be deemed a waiver of the provisions of
this Deed of Trust prohibiting the sale or other disposition of the Mortgaged
Property without Beneficiary's consent.

          (l) Limitations on Liability. In any action or proceedings brought on
this Deed of Trust, the Note or on any of the Loan Documents in which a money
judgment is sought, Beneficiary and Trustee will look solely to the Mortgaged
Property and other property described in the Loan Documents (including the
Property Income and any other rents and profits from such property) for payment
of the Indebtedness and, specifically and without limitation, Beneficiary and
Trustee agree to waive any right to seek or obtain a deficiency judgment against
Trustor. Notwithstanding any of the foregoing, nothing contained in this Section
4.03(l) shall be deemed to prejudice the rights of Beneficiary or Trustee: (i)
to proceed against any party, including Trustor, with respect to the enforcement
of any indemnity (including the environmental indemnity set forth in Section
2.20(f) of this Deed of Trust or any separate environmental indemnity agreement,
however designated), remedies available under any Environmental Laws, or (ii) to
proceed against any party, including Trustor, for fraud or material
misrepresentation in connection with any Loan Document, affidavit,
certification, warranty or representation given by Trustor or any officer or
general partner of Trustor in connection with the making of the loan evidenced
by the Note; or (iii) to recover any condemnation, insurance or other Proceeds
or similar funds or payments attributable to the Mortgaged Property which under
the terms of any of the Loan Documents should have been paid to Beneficiary; or
(iv) to recover any tenant security deposits, advance or prepaid rents or other
similar sums paid to or held by Trustor or any other party in connection with
the operation of the Premises; or (v) to recover, with the exception of the
distributions described in the following sentence, any Property Income which has
not been applied as follows: to pay any portion of the Indebtedness, to pay any
operating and maintenance expenses of the Mortgaged Property, including
Impositions and insurance premiums for the Mortgaged Property, or to pay
deposits into a reserve for Impositions, ground rent, insurance, replacements or
other sums required by the Loan Documents or approved by Beneficiary.
Beneficiary shall not, however, have any right to recover any distribution made
from the Property Income to Trustor or any person having a direct or indirect
legal or beneficial ownership interest in Trustor as long as (A) the
distribution was made more than 90 days prior to the giving of a notice of
default by Beneficiary to Trustor in the manner provided in the Note; and (B)
using generally accepted accounting principles consistently applied, the
projected Property Income for the 12 month period from and after the
distribution was sufficient in the good faith judgment of Trustor at the time of
the making of the distribution, after taking into account the projected expenses
and obligations described in item (v) of this Section 4.05 (l) of and pertaining
to the Mortgaged Property for the 12 month period after such distribution, to
pay all such expenses and obligations.

          (m) Subrogation. If all or any portion of the proceeds of the Note or
any Advance shall be used directly or indirectly to pay off, discharge or
satisfy, in whole or in part, any prior lien or encumbrance upon the Mortgaged
Property or any portion thereof, then Beneficiary and Trustee shall be
subrogated to, and shall have the benefit of the priority of such other lien or
encumbrance and any additional security held by the holder thereof.

                                    ARTICLE V
                                     Trustee

     Section 5.01. Certain Actions of Trustee. Upon the written request of
Beneficiary, Trustor may at any time (a) recovery all or any portion of the
Mortgaged Property, (b) consent to the making of any map or plat thereof,

                                       18

<PAGE>

(c) join in granting any easement thereon or in creating any covenants or
conditions restricting the use or occupancy thereof, or (d) join in any
extension agreement or in any agreement subordinating the lien or charge hereof.
Any such action may be taken by Trustee without notice, and shall not affect the
personal liability of any person for the payment of the Indebtedness or the lien
of this Deed of Trust upon the Mortgaged Property for the full amount of the
Indebtedness.

     Section 5.02. Reconveyance. Upon the written request of Beneficiary stating
that all sums secured hereby have been paid, and upon payment of its fees,
Trustee shall reconvey without warranty the Mortgaged Property then held by
Trustee hereunder.

     Section 5.03. Trustee's Covenants and Compensation. Trustee, by its
acceptance hereof, covenants faithfully to perform and fulfill the trust herein
created, being liable, however, only for negligence or willful misconduct.
Trustee hereby waives any statutory fee and shall be entitled to, and hereby
agree to accept, reasonable compensation in lieu thereof for all services
rendered or expenses incurred in the administration or execution of the trust
hereby created. Trustor hereby agrees to pay such compensation subject to any
applicable legal limitations.

     Section 5.04. Substitution of Trustee. Beneficiary may at any time in its
sole discretion select and appoint a successor or substitute. Trustee hereunder
by instrument in writing in any manner now or hereafter provided by law. Such
writing, upon recordation in the county where the Land is located, shall be
conclusive proof of proper substitution of such successor or substitute Trustee
which shall thereupon and without conveyance from the predecessor Trustee
succeed to all its title, estate, rights, powers and duties.

     Section 5.05. Resignation of Trustee. Trustee may resign at any time upon
giving 30 days' notice to Trustor and to Beneficiary.

     Section 5.06. Ratification of Acts of Trustee. Trustor hereby ratifies and
confirms any and all acts which Trustee named herein or its successors or
assigns in this trust shall do lawfully by virus hereof.

                                   ARTICLE VI
                                  Miscellaneous

     Section 6.01. Notices. (a) All notices, consents, approvals and requests
required or permitted hereunder or under any other Loan Document shall be given
in writing and shall be effective for all purposes if hand delivered or sent by
(i) certified or registered United States mail, postage prepaid, or (ii)
expedited prepaid delivery service, either commercial or United States Postal
Service, with proof of attempted delivery, addressed in either case to any party
hereto at its address as stated on the Cover Sheet of this Deed of Trust, or at
such other address and person as shall be designated from time to time by
Beneficiary or Trustor, as the case may be, in a written notice to the other
party in the manner provided for in this Section 6.01. A notice shall be deemed
to have been given in the case of hand delivery, at the time of delivery, in the
case of registered or certified mail, three Business Days after deposit in the
United States mail; or in the case of expedited prepaid delivery, upon the first
attempted delivery on a Business Day. A party receiving a notice which does not
comply with the technical requirements for notice under this Section 6.01 may
elect to waive any deficiencies and treat the notice as having been properly
given.

          (b) Trustor shall notify Beneficiary promptly of the occurrence of any
of the following: (i) receipt of notice from any governmental authority relating
to the Mortgaged Property; (iii) receipt of any notice from the holder of any
other lien or security interest in the Mortgaged Property; or (iv) commencement
of any judicial or administrative proceedings by, against or otherwise affecting
Trustor or any guarantor, the Mortgaged Property, or any entity controlling,
controlled by or under common control with Trustor or any guarantor, or any
other action by any creditor thereof as a result of any default under the terms
of any loan.

     Section 6.02. Binding Obligations; Joint and Several. The Provisions and
covenants of this Deed of Trust shall run with the land, shall be binding upon
Trustor, its successors and assigns, and shall inure to the benefit of
Beneficiary, its successors and assigns, and of Trustee, as trustee for the
benefit of Beneficiary, and its successors in the trust created hereby and their
respective, assigns. If there is more than one Trustor, all their obligations
and undertakings hereunder are and shall be joint and several.

     Section 6.03. Captions. The captions of the sections and subsections of
this Deed of Trust are for convenience only and are not intended to be a part of
this Deed of Trust and shall not be deemed to modify, explain, enlarge or
restrict any of the provisions hereof.

                                       19

<PAGE>

     Section 6.04. Further Assurances. Trustor shall do, execute, acknowledge
and deliver, at its sale cost and expense, such further acts, instruments or
documentation, as Trustee or Beneficiary may reasonably require from time to
time to better assure, transfer and confirm unto Trustee and/or Beneficiary the
rights now or hereafter intended to be granted to Trustee and/or Beneficiary
under this Deed of Trust or any other Loan Document.

     Section 6.05. Severability. If any one or more of the provisions contained
in this Deed of Trust shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Deed of Trust, but this Deed of
Trust shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.

     Section 6.06. Trustor's Obligations Absolute. All sums payable by Trustor
hereunder shall be paid without notice, demand, counterclaim, setoff, deduction
or defense and without abatement, suspension, deferment, diminution or
reduction, and the obligations and liabilities of Trustor hereunder shall in no
way be released, discharged or otherwise affected (except as expressly provided
herein) by reason of; (a) any damage to or destruction of or any condemnation or
similar taking of the Mortgaged Property or any portion thereof; (b) any
restriction or prevention of or interference with any of the use of the
Mortgaged Property or any portion thereof; (c) any title defect or encumbrance
or any eviction from the Premises or any portion thereof by title paramount or
otherwise; (d) any Bankruptcy Proceeding relating to Trustor, any general
partner or Trustor, or any guarantor of indemnitor, or any action taken with
respect to this Deed of Trust or any other Loan Document by any trustee or
receiver of Trustor or any such general partner, guarantor or indemnitor, or by
any court, in any such proceeding; (e) any claim which Trustor has or might have
against Trustee or Beneficiary; (f) any default or failure on the part of
Trustee or Beneficiary to perform or comply with any of the terms hereof or any
other agreement with Trustor; or (g) any other occurrence whatsoever, whether
similar or dissimilar to the foregoing, whether or not Trustor shall have notice
or knowledge of any of the foregoing. Except as expressly provided herein,
Trustor waives all rights now or hereafter conferred by statute or otherwise to
any abatement, suspension, deferment, diminution or reduction of any sum secured
hereby and payable by Trustor.

     Section 6.07. Amendments. This Deed of Trust cannot be altered, amended,
modified or discharged orally and no executory agreement shall be effective to
modify or discharge it in whole or in part, unless in writing and signed by the
party against which enforcement is sought.

     Section 6.08. Other Loan Documents and Schedules. All of the agreements,
conditions, covenants, provisions and stipulations contained in the Note and the
other Loan Documents, and each of them, which are to be kept and performed by
Trustor are hereby made a part of this Deed of Trust to the same extent and with
the same force and effect as if they were fully set forth in this Deed of Trust,
and Trustor shall keep and perform the same, or cause them to be kept and
performed, strictly in accordance with their respective terms. The Cover Sheet
and each schedule and rider attached to this Deed of Trust are integral parts of
this Deed of Trust and are incorporated herein by this reference. In the event
of any conflict between the provisions of any such schedule or rider and the
remainder of this Deed of Trust, the provisions of such schedule or rider shall
prevail.

     Section 6.09. Legal Construction. (a) The enforcement of this Deed of Trust
shall be governed by, and construed and interpreted in accordance with, the laws
of the State.

          (b) All terms contained herein shall be construed, whenever the
context of this Deed of Trust so requires, so that the singular number shall
include the plural, and the plural the singular, and the use of any gender shall
include all genders.

          (c) The terms "include" and "including" as used in this Deed of Trust
shall be construed as if followed by the phrase "without limitation".

          (d) Any provision of this Deed of Trust permitting the recovery of
attorneys' fees and costs shall be deemed to include such fees and costs
incurred in all appellets proceedings.

     Section 6.10. Merger. So long as any Indebtedness shall remain unpaid, fee
title to and any other estate in the Mortgaged Property shall not merge, but
shall be kept separate and distinct, notwithstanding the union of such estates
in any person or entity.

                                       20

<PAGE>

     Section 6.11. Time of the Essence. Time shall be of the essence in the
performance of any obligation of Trustor under this Deed of Trust.

     Section 6.12. Defeasance. If all of the Indebtedness is paid in full in
accordance with the Note and the other Loan Documents and all of the
covenance, warranties, conditions, undertakings and agreements made in this Deed
of Trust and the other Loan Documents are fully kept and performed, then in that
event only all rights of Trustee and Beneficiary under this Deed of Trust and
the other Loan Documents shall terminate and the Mortgaged Property shall become
wholly clear of the Liens, grants, security interests, conveyances and
assignments evidenced hereby and thereby, and Beneficiary shall release or cause
to be released such Liens, grants, assignments, conveyances and security
interests in due form at Trustor's cost (to the extent permitted by the law of
the State), and this Deed of Trust shall be void; provided, however, that no
provision of this Deed of Trust or any other Loan Document which, by its own
terms, is intended to survive such payment, performance, and release (___ the
rights of Beneficiary or Trustee under any such provision) shall be affected in
any manner thereby and such provision shall, in fact, survive. Recitals of any
matters or facts in any release instrument executed by Beneficiary of Trustee
under this Section 6.12 shall be conclusive proof of the truthfulness thereof.
To the extent permitted by law, such an instrument may describe the grantee or
release as "the person or persons legally entitled thereto" and Beneficiary and
Trustee shall not have any duty to determine the rights of persons claiming to
be rightful grantee or releases of any of the Mortgaged Property. When this Deed
of Trust has been fully released or discharged by Trustee and/or Beneficiary,
the release or discharge hereof shall operate as a release and discharge of the
Assignment and as a reassignment of all future Leases and Property Income with
respect to the Mortgaged Property to the person or persons legally entitled
thereto, unless such release expressly provides to the contrary.

     IN WITNESS WHEREOF, this Deed of Trust has been duly executed and delivered
as of the day and year first above written.

                                           TRUSTOR


                                           SUNNYVALE RESIDENCE ASSOCIATES, L.P.,
                                           a Kansas limited partnership


                                           By /s/ Jack P. DeBoer
                                              ----------------------------------
                                                  Jack P. DeBoer,
                                                  General Partner

                                       21

<PAGE>

                                      RIDER
                                       TO
                      DEED OF TRUST AND SECURITY AGREEMENT
                               AND FIXTURE FILING

                                  (CALIFORNIA)

          Pursuant to the provisions of Section 6.08 of this Deed of Trust, this
Rider and the following terms and provisions are hereby attached to,
incorporated into and made a part of this Deed of Trust.

          1. Trustor requests that a copy of any notice of default and of any
notice of sale hereunder shall be mailed to Trustor at its address set forth
above.

          2. (a) If the maturity of the Note is accelerated by Beneficiary
because of the occurrence of an Event of Default, as provided herein, such
default and the resulting acceleration shall be deemed to be an election on the
part of Trustor to prepay the Note secured hereby. Accordingly, there shall be
added to the amount due after default and acceleration the Prepayment Fee (as
defined in the Note), calculated as set forth in the Note and using as the
prepayment date the date on which any tender of payment is made, and Trustor
agrees to pay the same. Any tender of payment thereafter made by or on behalf of
Trustor (including, without limitation, payment by any guarantor or purchaser at
a foreclosure sale) shall include the Prepayment Fee computed as provided in the
Note. In the event such default, acceleration and tender occur prior to the time
Trustor may prepay the Note, there shall nevertheless be due and added the
Prepayment Fee calculated in the manner set forth in the Note as though such
prepayment privilege were in effect.

               (b) The Prepayment Fee shall be paid without prejudice to the
right of Beneficiary to collect any other amounts provided to be paid under the
Note or the Loan Documents.

               (c) TRUSTOR HEREBY EXPRESSLY (A) WAIVES ANY RIGHTS TRUSTOR MAY
HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 TO PREPAY THE NOTE, IN WHOLE OR
IN PART, WITHOUT PENALTY, UPON ACCELERATION OF THE MATURITY DATE, AND (B) EXCEPT
AS OTHERWISE PROVIDED IN THIS DEED OF TRUST OR THE OTHER LOAN DOCUMENTS, AGREES
THAT IF, FOR ANY REASON, A PREPAYMENT OF ALL OR ANY PORTION OF THE PRINCIPAL
AMOUNT OF THE NOTE IS MADE, WHETHER VOLUNTARILY OR UPON OR FOLLOWING ANY
ACCELERATION OF THE MATURITY DATE OF THE NOTE BY BENEFICIARY ON ACCOUNT OF ANY
DEFAULT BY TRUSTOR, INCLUDING, WITHOUT LIMITATION, ANY TRANSFER, DISPOSITION, OR
FURTHER ENCUMBRANCE PROHIBITED OR RESTRICTED BY THIS DEED OF TRUST, THEN TRUSTOR
SHALL BE OBLIGATED TO PAY CONCURRENTLY WITH SUCH PREPAYMENT THE PREPAYMENT FEE
SPECIFIED IN THE NOTE. BY INITIALLING THIS PROVISION IN THE SPACE PROVIDED
BELOW, TRUSTOR HEREBY DECLARES THAT BENEFICIARY'S AGREEMENT TO MAKE THE LOAN
SECURED BY THIS DEED OF TRUST AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN
THE NOTE CONSTITUTES ADEQUATE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY TRUSTOR,
FOR THIS WAIVER AND AGREEMENT.

Trustor's Initials: JPD
                    ---

               (d) The Note further provides that, upon default in the payment
of any installment of principal and interest as and when due thereunder, or upon
default in the performance of or compliance with any of the other covenants or
conditions of any of the Loan Documents, both continuing beyond any time
provided in the Note for the curing of such defaults, then, or at any time
thereafter, Beneficiary may, at its option and without notice, declare the
entire debt then remaining unpaid (including accrued interest and Late Charges
thereunder and any advances made by Beneficiary under any Loan Documents) to be
immediately due and

<PAGE>

payable, plus the amount of the Prepayment Fee described in the Note, and
Beneficiary may include the amount of such Prepayment Fee in any Beneficiary's
statement, in any demand for (or answer to any request for the amount of) full
payment and in any bid at a judicial foreclosure or trustee's sale under this
Deed of Trust. Additionally, upon the occurrence of any default(s), continuing
beyond any time provided in the Note for the curing of such default(s),
Beneficiary shall have and may exercise immediately and without notice any and
all rights and remedies available at law or in equity and also all rights and
remedies provided for in any of the Loan Documents.

          3. To the extent permitted by law, during any sale conducted by
Trustee pursuant to the power of sale contained in the Deed of Trust,
Beneficiary may, at Beneficiary's option, direct the Trustee to sell the
Mortgaged Property either as a whole or in separate parcels and in such order as
Beneficiary may determine.

          4. The following is inserted into the first line of a carryover
paragraph of the Granting Clauses on page 2 following the word "interest": ",
including, without limitation, all inventories of items provided to or for the
use of, or held by Trustor for sale to, hotel guests, facilities users,
restaurant patrons or members of the public, including, without limitation,
linens, tableware, glassware, utensils, toiletries, food items, beverages, and
gift, sundry and/or newspaper shop items and inventories; but expressly
excluding the equipment and other items of personal property set forth on
Schedule C attached hereto, all of which are leased by Trustor from third
parties for use in the operation of the Mortgaged Property, provided that
Trustor's right, title and interest under any such leases shall constitute
Intangibles (as hereinafter defined)"

          5. The following is inserted into the fifth line of the first full
paragraph of the Granting Clauses on page 2 following the word "thereon": ",
including, without limitation, all right, title and interest of Trustor in and
under the escrow account established under the FF&E Agreement, and in and under
the RIBM Management Agreement and the RIBM Franchise Agreement (each as
hereinafter defined)"

          6. The following is inserted into the third line of the third full
paragraph of the Granting Clauses on page 2 following the word "Leases": ",
including, without limitation, room rents and charges, reservation charges,
forfeited room reservation deposits, food and beverage revenues, parking
revenues, revenues from telephone, copying, telecopying or television usage, and
all other fees, charges, accounts and other payments for the use or occupancy of
rooms and other public facilities or areas in the Premises"

          7. The following is inserted as the definition of "Fiscal Year" in
Article I: "The 52 or 53 week fiscal year ending on the Friday nearest to
December 31 as reflected in the financial statements of Trustor or, for the
period of such current fiscal year prior to May 10, 1995, Sunnyvale Residence
Associates, a Kansas general partnership."

          8. The following is added in the tenth line of Section 2.03: "(other
than, remodeling and refurbishment contemplated by Trustor's Annual Budget
approved by Beneficiary and RIBM (as hereinafter defined) pursuant to the FF&E
Agreement); "

          9. The following is added to the end of Section 2.04(a):
"Notwithstanding anything to the contrary contained herein, Trustor shall be
obligated to carry earthquake insurance with respect to the Premises in such
amount and in form and substance approved by Beneficiary in its sole discretion.
Beneficiary shall be named as a named insured and loss payee on such earthquake
insurance."

                                      -2-

<PAGE>

          10. The following subparagraphs are added at the end of Section
2.04(e):

               (viii) Residence Inn By Marriott, Inc. ("RIBM") shall not have
terminated the RIBM Franchise Agreement or the RIBM Management Agreement by
reason of such damage, destruction, repair or restoration, and, if Beneficiary
shall require, the RIBM Franchise Agreement and/or the RIBM Management
Agreement shall remain in full force and effect following the completion of
such repair and restoration; and

               (ix) Trustor shall have satisfied such other conditions to
Trustor's use of the Proceeds for the Work as Beneficiary shall reasonably
establish,"

          11. The following is added at the end of Section 2.07:
"Notwithstanding anything to the contrary contained in this section 2.07,
provided that no Event of Default shall have occurred and be continuing,
Beneficiary shall cause the funds deposited by Trustor with Beneficiary pursuant
hereto to be held in a money market account that invests in U.S. government
securities, and shall cause such funds not to be commingled with the funds of
any other party. Accrued interest on such funds shall be for the account
of Trustor, but shall be retained in such money market account and shall be
subject to the provisions of this Section 2.07.

          12. The following is added to the end of Section 2.16: "In addition,
Trustor shall deliver to Beneficiary, within thirty (30) days after the close of
each of RIBM's 4-week fiscal accounting periods (as adopted by Trustor), the
operating statements for the Mortgaged Property prepared by RIBM. In addition,
as provided in the FF&E Agreement, on or prior to December 15 of each year
throughout the term of the loan evidenced by the Note, Trustor shall prepare and
deliver, or shall cause RIBM to prepare and deliver, to Beneficiary for review
and approval a proposed Annual Budget (as defined in the FF&E Agreement).
Beneficiary shall not unreasonably withhold its approval of each proposed Annual
Budget. Trustor shall also timely obtain the approval of RIBM to each Annual
Budget in accordance with the RIBM Management Agreement,"

          13. Notwithstanding any provisions of Section 2.17 to the contrary,
the transfer, conveyance or assignment of any general partnership interest in
Trustor, or any general or limited partnership interest or any stock ownership
interest in any general partner in Trustor, which takes effect upon the death of
any individual shall not be prohibited by the foregoing provisions of Section
2.17, provided, however, that (1) an Event of Default shall not have occurred
under this Deed of Trust or the other Loan Documents, (ii) following such
transfer, conveyance or assignment, Jack P. DeBoer and/or Rolf E. Ruhfus shall
hold, individually or together, not less than a twenty percent (20%) general
and/or limited partnership interest in Trustor, and (iii) following such
transfer, conveyance or assignment, Jack P. DeBoer and/or Rolf E. Ruhfus shall
be a general partner or partners of Trustor.

          14. The following is added at the being of section 2.20 (a) and (c):
"Except as may otherwise be shown in the Phase I environmental assessment
prepared by Roy Weston, Inc., a copy of which has been delivered by Trustor to
Beneficiary prior to the date of this Deed of Trust,"

          15. The following are hereby added as a new subparagraphs (g), (h) and
(i) to Section 2.20:

               "(g) Trustor acknowledges and agrees that each representation,
warranty, certification, covenant, agreement or indemnity made by Trustor in
this Deed of Trust, the other Loan Documents or otherwise in connection with the
loan evidenced by the Note and relating to the environmental condition of the

                                      -3-

<PAGE>

Premises, including, without limitation, Section 2.20(f) above, is intended by
Beneficiary to be an "environmental provision" for the purposes of Section 736
of the California Code of Civil Procedure."

               (h) Jack P. DeBoer, being a general partner of Trustor ("General
Partner"), acknowledges and agrees that, as a general partner of Trustor, the
General Partner is jointly and severally liable with Trustor for Trustor's
covenants, agreements and obligations under this Deed of Trust, including,
without limitation, the environmental indemnification provisions of Section
2.20(f) above, and the General Partner, by his execution in the space provided
below, hereby authorizes Beneficiary, without giving notice to the General
Partner or obtaining the General Partner's consent and without affecting such
liability of the General Partner, from time to time to: (i) renew or extend all
or any portion of Trustor's obligations under the Note or any of the other Loan
Documents; (ii) declare all sums owing to Beneficiary under the Note or the
other Loan Documents due and payable upon the occurrence of an Event of Default
under the Loan Documents; (iii) make nonmaterial changes in the dates specified
for payment of any amounts payable in periodic installments under the Note or
any of the other Loan Documents; (iv) otherwise modify the terms of any of the
Loan Documents; (v) take and hold security for the performance of Trustor's
obligations under the Note or the other Loan Documents and exchange, enforce,
waive and release any such security; (vi) apply such security and direct the
order or manner of sale thereof as Beneficiary in its discretion may determine;
(vii) release, substitute or add any one or more indorsers of the Note or
guarantors of Trustor's obligations under the Note or the other Loan Documents;
(viii) apply payments received by Beneficiary from Trustor to any obligations of
Trustor to Beneficiary in such order as Beneficiary shall determine in its sole
discretion, whether or not any such obligations are covered by the provisions of
Section 2.20(f) above; and (ix) assign Trustor's obligations under such Section
2.20(f) in whole or in part.

               (i) The General Partner, by his execution in the space provided
below, hereby waives: (i) any defense based upon any legal disability of Trustor
to enter into the Loan Documents or any other defense of Trustor; (ii) any
defense based upon any lack of authority of the officers, directors, partners or
agents acting or purporting to act on behalf of Trustor or any principal of
Trustor or any defect in the formation of Trustor or any principal of Trustor;
(iii) any defense based upon the application of the proceeds of the loan
evidenced by the Note by Trustor for purposes other than the purposes
represented by Trustor to Beneficiary or intended or understood by Beneficiary
or such parties; (iv) any and all rights and defenses arising out of an election
of remedies by Beneficiary, even though that election of remedies, such as
nonjudicial foreclosure with respect to security for a guaranteed obligation,
may have destroyed the General Partner's rights of subrogation and reimbursement
against the principal by the operation of Section 580d of the California code of
Civil Procedure or otherwise; (v) any defense based upon Beneficiary's failure
to disclose to such party any information concerning Trustor's financial
condition or other circumstances bearing on Trustor's ability to perform its
obligations under the Note or any of the other Loan Documents; (vi) any defense
based upon, any statute or rule of law which provides that the obligation of a
surety must be neither larger in amount nor in any other respects more
burdensome than that of a principal; (vii) any defense based upon Beneficiary's
election, in any proceeding instituted under the Federal Bankruptcy Code, of the
application of Section 1111(b)(2) of the Federal Bankruptcy code or any
successor statute; (viii) any defense based upon any borrowing or any grant of a
security interest under section 364 of the Federal Bankruptcy Code; (ix) any
right of subrogation, any right to enforce any remedy which Beneficiary may have
against Trustor and any right to participate in, or benefit from, any security
for the Note or the other Loan

                                      -4-

<PAGE>

Documents now or hereafter held by Beneficiary; (x) presentment, demand, protest
and notice of any kind; and (xi) the benefit of any statute of limitations
affecting the liability of Trustor hereunder or the enforcement hereof. The
General Partner agrees that payment or performance of any act which tolls any
statute of limitations applicable to the Loan Documents shall similarly operate
to toll the statute of limitations applicable to the General Partner's liability
hereunder. Without limiting the generality of the foregoing or any other
provision hereof, the General Partner expressly waives to the extent permitted
by law any and all rights and defenses which might otherwise be available to
such party under California Civil Code Sections 2787 to 2855, inclusive, 2899
and 3433 and under California code of Civil Procedure Sections 580a, 580b, 580d
and 726, or any of such sections, as amended or recodified, from time to time.
In addition, the General Partner understands that the General Partner's duties,
obligations and liabilities under section 2.20(f) above are not limited in any
way by any information (whether obtained from Trustor, from such parties or from
Beneficiary's own investigations) which Beneficiary may have concerning the
Mortgaged Property or the presence of any Hazardous Substance on the Mortgaged
Property.

               By signing in the location provided below, the General Partner
hereby acknowledges his acceptance of and agreement with the foregoing
provisions of Sections 2.20(h) and (i).


                                                           /s/ JACK.P.DEBOER
                                                           ---------------------
                                                           JACK P. DEBOER

          16. The following provision is hereby substituted for Section 2.23 of
the Deed of Trust:

               "Section 2.23. Management; Franchise.

               (a) At all times prior to the payment in full of the
Indebtedness, the Mortgaged Property shall be managed by a management company
satisfactory to Beneficiary, providing for a management fee satisfactory to
Beneficiary, and pursuant to a management agreement in form and substance
satisfactory to Beneficiary. Unless otherwise provided herein, such management
agreement, and any management fee payable under such management agreement, shall
be subordinate to this Deed of Trust. Subject to the provisions of this Section
2.23(a), Beneficiary hereby approves (i) RIBM as management company for the
Mortgaged Property, and (ii) the management agreement pursuant to which Trustor
has engaged RIBM as manager for the Mortgaged Property in the form delivered by
Trustor to Beneficiary prior to the date of this Deed of Trust ("RIBM Management
Agreement"). Trustor shall timely perform all obligations of Trustor under the
RIBM Management Agreement, and shall not take any action or omit to take any
action which would impair Trustor's rights thereunder or to cause the RIBM
Management Agreement to be terminated prior to the date of expiration of its
term. Trustor shall give Beneficiary prompt written notice of any default under
the RIBM Management Agreement, whether by Trustor or RIBM. Except with the prior
written consent of Beneficiary, Trustor shall not modify or amend the RIBM
Management Agreement, terminate or surrender the RIBM management Agreement or
release or discharge RIBM from any of its obligations thereunder.

               (b) At all times prior to the payment in full of the
Indebtedness, Trustor shall operate the Mortgaged Property as an extended-stay
suites hotel pursuant to a franchise granted to Trustor by a franchisor
satisfactory to Beneficiary and pursuant to a franchise agreement in form and
substance satisfactory to Beneficiary. Unless otherwise provided herein, such
franchise agreement, and any franchise fee payable under such franchise
agreement, shall be subordinate to this Deed of Trust. Subject to the provisions
of this Section 2.23(b), Beneficiary hereby approves (i) Trustor's operation of
the Mortgaged Property under

                                      -5-

<PAGE>

a franchise granted by Marriott International, Inc., and (ii) the franchise
agreement pursuant to which Trustor shall operate the Mortgaged Property under a
franchise granted by Marriott International, Inc. in the form delivered by
Trustor to Beneficiary prior to the date of this Deed of Trust ("RIBM Franchise
Agreement"). Trustor shall timely perform all obligations of Trustor under the
RIBM Franchise Agreement, and shall not take any action or omit to take any
action which would impair Trustor's rights thereunder or to cause the RIBM
Franchise Agreement to be terminated prior to the date of expiration of its
term. Trustor shall give Beneficiary prompt written notice of any default under
the RIBM Franchise Agreement, whether by Trustor or Marriott International, Inc.
Except with the prior written consent of Beneficiary, Trustor shall not modify
or amend the RIBM Franchise Agreement, terminate or surrender the RIBM Franchise
Agreement or release or discharge Marriott International, Inc. from any of its
obligations thereunder.

               2.24 ERISA. As of the date hereof and throughout the term of this
Deed of Trust (i) Trustor is not and will not be an "employee benefit plan" as
defined in Section 3(3) of ERISA, which is subject to Title I of ERISA; (ii) the
assets of Trustor do not and will not constitute "plan assets" of one or more
such plans for purposes of Title I of ERISA; (iii) Trustor is not and will not
be a "governmental plan" within the meaning of Section 3(3) of ERISA; (iv)
transactions by or with Trustor are not and will not be subject to state
statutes applicable to Trustor regulating investments of and fiduciary
obligations with respect to governmental plans; and (v) Trustor shall not engage
in any transaction which would cause any obligation, or action taken or to be
taken, hereunder (or the exercise by Beneficiary of any of its rights under this
Deed of Trust, the Note, or the other Loan Documents) to be a non-exempt (under
a statutory or administrative class exemption) prohibited transaction under
ERISA. Trustor further agrees to deliver to Beneficiary such certifications or
other evidence of compliance with the provisions of this Section 2.24."

          17. A new Section 3.04 is added to the Deed of Trust as follows:

          "Section 3.04 Fixture Filing. As provided above, this Deed of Trust
shall constitute a fixture filing under Sections 9313 and 9402 of the Code as to
any goods and other personal property included in the Mortgaged Property in
which Trustor has granted to Trustee and Beneficiary a security interest as
provided in this Article III which are or may become fixtures under applicable
law. This fixture filing is to be recorded in the Santa Clara County, California
Recorder's Office."

          18. Notwithstanding anything to the contrary contained in Section
4.01(m), the death of a general partner of Trustor shall not constitute an Event
of Default, provided that, following such death (i) (A) Jack P. DeBoer and/or
Rolf E. Ruhfus shall hold, individually or together, not less than a twenty
percent (20%) general and/or limited partnership interest in Trustor, and (B)
Jack P. DeBoer and/or Rolf E. Ruhfus shall remain a general partner or partners
of Trustor, or (ii) in the case of the death of the survivor of Jack P. DeBoer
and Rolf E. Ruhfus, within thirty (30) days following such death, Trustor shall
have appointed a replacement general partner for such deceased general partner,
and Beneficiary, in its sole discretion, shall have approved such replacement
general partner.

          19. A new subparagraph (q) is added to Section 4.01 of the Deed of
Trust as follows:

               "(q) the occurrence of a default, event of default or breach by
Trustor or RIBM under the RIBM Management Agreement or the RIBM Franchise
Agreement."

                                      -6-

<PAGE>

                                   SCHEDULE A

                           LEGAL DESCRIPTION OF LAND

          Situated in the City of Sunnyvale, County of Santa Clara and State of
California and more particularly described as follows:

          All of Parcel 1, as shown upon that certain Map entitled, "Parcel Map
          and being a portion of the Rancho Pastoria de las Borregas", which Map
          was filed for record in the office of the Recorder of the County of
          Santa Clara, State of California, on September 17, 1984 in Book 534
          of Maps, at Pages 7 and 8.

<PAGE>

                                   SCHEDULE B

                             PERMITTED ENCUMBRANCES

1.   General and special real property taxes and assessments for the 1995-1996
     fiscal tax year, a lien not yet due or payable.

2.   No access over the Easterly line of Said Land as shown upon that certain
     Record of Survey Map filed for record on March 28, 1962 in Book 144 of
     Maps, at Page 49.

3.   The fact that the ownership of said land does not include any right of
     ingress or egress to or from the highway contiguous thereto, said right
     having been relinquished by deed

     From:                 James S. Crane
     To:                   County of Santa Clara, California
     Recorded:             March 21, 1963 in Book 5950 at
                           Page 744 of Official Records

     Said matter affects: Portion of Said Land along Lawrence Expressway

4.   A matter affecting the portion of said land for the purposes stated
     herein, and incidental purposes, shown or dedicated by the map Recorded in
     Book 534 of Maps, at Pages 7 and 8:

     For:                  Public Utility Easement
     Affects:              The Westerly 10 feet of Said Land

5.   An easement affecting the portion of said land and for the purposes stated
     herein, and incidental purposes,

     In Favor Of:          Pacific Gas and Electric Company, a
                           California Corporation
     For:                  To construct, install, inspect,
                           maintain, replace, remove and use
                           facilities
     Recorded:             March 18, 1985 in Book J295 at
                           Page 1215 Official Records
     Affects:              As Follows:

     Strip 1 A strip of land of the uniform width of 10 feet extending from the
     westerly boundary line of the county road known as Lawrence Expressway
     Westerly and Northerly to the Northerly boundary line of said lands and
     lying 5 feet on each side of the line which begins at a point in said
     Westerly boundary line of Lawrence Expressway and runs thence

     1. South 89 DEG. 56' West 280.2 feet to a point herein for convenience
     called Point "A"; thence
     2. South 89 DEG. 01' West 185.5 feet; thence
     3. North 2 DEG. 38' East 153.6 feet to a point herein for convenience
     called Point "B"; thence
     4. North 1 DEG. 09' West 330.3 feet more or less, to a point in the
     Northerly boundary line of said lands; said point of beginning bears North
     0 DEG. 05' West 66.0 feet distant from the found 3/4 inch iron pipe
     accepted as marking the point of intersection of the Westerly boundary
     line of said Lawrence Expressway with the Southerly boundary line of said
     lands.

<PAGE>

     Strip 2 A strip of land of the uniform width of 10 feet extending Northerly
     from the Northerly boundary line of the strip of land hereinbefore
     described and designated Strip 1 and lying 5 feet on each side of the line
     which begins at said Point "A" and runs thence North 0 DEG. 53' West 28.5
     feet to a point within said lands.

     Strip 3 A strip of land of the uniform width of 10 feet extending Easterly
     from the Easterly boundary line of said Strip 1 and lying 5 feet on each
     side of the line which begins at said Point "B" and runs thence North
     89 DEG. 55' East 31.4 feet to a point within said lands.

     Strip 4 A strip of land of the uniform width of 7 feet lying contiguous to
     and Southerly of the Northerly boundary line of said lands and extending
     from the Easterly boundary line of said Strip 1 Easterly 282.6 feet.

     Strip 5 A strip of land of the uniform width of 10 feet extending Southerly
     from the Southerly boundary line of the strip of land hereinbefore
     described and designated Strip 4 and lying 5 feet on each side of the line
     which begins at a point in the Northerly boundary line of said lands and
     runs thence South 1 DEG. 10' East 20.0 feet to a point within said lands;
     said point of beginning bears North 88 DEG. 50 1/2' East 241.5 feet
     distant from the point of intersection of the Northerly boundary line of
     said lands with the Easterly boundary line of the city street known as
     Stewart Drive.

     Strip 6 A strip of land of the uniform width of 10 feet lying contiguous to
     and Westerly of the Westerly boundary line of said Lawrence Expressway and
     extending from the Southerly boundary line of said lands Northerly
     approximately 61 feet to the Southerly boundary line of said Strip 1.

                                      -2-

<PAGE>

                                   SCHEDULE C

                    EXCLUDED EQUIPMENT AND PERSONAL PROPERTY

All equipment and personal property related to the following leases:

       Lessor                    Description
---------------------   -----------------------------

World Cinema            Cable TV Service
Associates              Radios
Pitney Bowes            Postage Meter Equipment
Xerox                   Copier
Tri Con Capital         Telephones
Bell Atlantic Tri Con   Telephones
IBM                     Front Desk Computer Equipment
Dealers Leasing         Chevy Van
MITEL                   Telephone Software