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                                                                   EXHIBIT 10.37

                 DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
           SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.

   (This Document Serves as a Fixture Filing under Section 9.502 of the Texas
                          Business and Commercial Code)
           Grantor's Organizational Identification Number: 800364201

        THIS DEED OF TRUST, ASSIGNMENT OF RENTS, LEASES, SECURITY AGREEMENT,
FIXTURE FILING AND FINANCING STATEMENT (this "DEED OF TRUST") is made as of the
17th day of August, 2004, by Grantor, in favor of Trustee for the benefit of
Lender.

                                    ARTICLE 1
               DEFINITIONS; GRANTING CLAUSES; SECURED INDEBTEDNESS
               ---------------------------------------------------

        Section 1.1. PRINCIPAL SECURED. This Deed of Trust secures the aggregate
principal amount of up to SIX MILLION FOUR HUNDRED FORTY THOUSAND AND NO/100
DOLLARS ($6,440,000.00), plus such additional amounts as Lender may from time to
time advance pursuant to the terms and conditions of this Deed of Trust and not
met by Grantor, with respect to an obligation secured by a lien or encumbrance
prior to the lien of this Deed of Trust or for the protection of the lien of
this Deed of Trust, together with interest thereon.

        Section 1.2. DEFINITIONS.

        (a) In addition to other terms defined herein, each of the following
terms shall have the meaning assigned to it, such definitions to be applicable
equally to the singular and the plural forms of such terms and to all genders:

                "GRANTOR" means BEHRINGER HARVARD 4245 CENTRAL LP, a Texas
        limited partnership, whose address is 1323 North Stemmons Freeway, Suite
        200, Dallas, TX 75207, and its permitted successors and assigns.

                "LENDER" means BANK OF AMERICA, N.A., a national banking
        association, its successors and assigns.

                "PROMISSORY NOTE" means that certain Deed of Trust Note dated of
        even date herewith made by Grantor and payable to the order of Lender in
        the principal face amount of $6,440,000.00, as such Deed of Trust Note
        may hereafter be renewed, extended, supplemented, increased or modified
        and in effect from time to time, and all other notes given in
        substitution therefor, or in modification, renewal, or extension
        thereof, in whole or in part. Each Promissory Note contains a provision
        for, among other things, the payment of attorneys' fees and provides
        that the principal balance evidenced thereby shall bear interest at a
        floating rate of interest subject to change from time to time.


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                "TRUSTEE" means Michael F. Hord, of the City/County of Dallas,
        Dallas, Texas, or any successor or substitute appointed and designated
        as herein provided from time to time acting hereunder, any one of whom
        may act alone.

                "UCC" means the Texas Business and Commerce Code, as amended
        from time to time.

        (b) Any term used or defined in the UCC, as in effect from time to time,
and not defined in this Deed of Trust has the meaning given to the term in the
UCC, as in effect from time to time, when used in this Deed of Trust. However,
if a term is defined in Chapter 9 of the UCC differently than in another Chapter
of the UCC, the term has the meaning specified in Chapter 9.

        Section 1.3. GRANTING CLAUSE. In consideration of the provisions of this
Deed of Trust and the sum of TEN DOLLARS ($10.00) cash in hand paid and other
good and valuable consideration the receipt and sufficiency of which are
acknowledged by Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY,
TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY, the following:
(a) the real property described in EXHIBIT A which is attached hereto and
incorporated herein by reference (the "LAND") together with: (i) any and all
buildings, structures, improvements, alterations or appurtenances now or
hereafter situated or to be situated on the Land (collectively the
"IMPROVEMENTS"); and (ii) all right, title and interest of Grantor, now owned or
hereafter acquired, in and to (1) all common area and other use rights,
tenements, hereditaments, streets, roads, alleys, easements, rights-of-way,
licenses, rights of ingress and egress, vehicle parking rights and public
places, existing or proposed, abutting, adjacent, used in connection with or
pertaining or appurtenant to any of the Land or the Improvements; (2) any strips
or gores between the Land and abutting or adjacent properties; and (3) all
options to purchase the Land or the Improvements or any portion thereof or
interest therein, and any greater estate in the Land or the Improvements; and
(4) all water and water rights or shares of stock evidencing water rights,
timber, crops and mineral interests on or pertaining the Land (the Land,
Improvements and other rights, titles and interests referred to in this clause
(a) being herein sometimes collectively called the "PREMISES"); (b) all
fixtures, equipment, systems, machinery, furniture, furnishings, appliances,
inventory, goods, building and construction materials, supplies, and articles of
personal property, of every kind and character, tangible and intangible
(including software embedded therein), now owned or hereafter acquired by
Grantor, which are now or hereafter attached to or situated in, on or about the
Land or the Improvements, or used in or necessary to the complete and proper
planning, development, use, occupancy or operation thereof, or acquired (whether
delivered to the Land or stored elsewhere) for use or installation in or on the
Land or the Improvements, and all renewals and replacements of, substitutions
for and additions to the foregoing (the properties referred to in this clause
(b) being herein sometimes collectively called the "ACCESSORIES," all of which
are hereby declared to be permanent accessions to the Land); (c) all (i) plans
and specifications for the Improvements; (ii) Grantor's rights, but not
liability for any breach by Grantor, under all commitments (including any
commitments for financing to pay any of the Secured Indebtedness, as defined
below), insurance policies (or additional or supplemental coverage related
thereto, including from an insurance provider meeting the requirements of the
Loan Documents or from or through any state or federal government sponsored
program or entity), Swap Transactions (as hereinafter defined), contracts and
agreements for the design, construction, operation or inspection of the
Improvements and other contracts and general intangibles (including but not

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limited to payment intangibles, trademarks, trade names, goodwill, software and
symbols) related to the Premises or the Accessories or the operation thereof;
(iii) deposits and deposit accounts arising from or related to any transactions
related to the Premises or the Accessories (including but not limited to
Grantor's rights in tenants' security deposits, deposits with respect to utility
services to the Premises, and any deposits, deposit accounts or reserves
hereunder or under any other Loan Documents (hereinafter defined) for taxes,
insurance or otherwise), rebates or refunds of impact fees or other taxes,
assessments or charges, money, accounts (including deposit accounts),
instruments, documents, promissory notes and chattel paper (whether tangible or
electronic) arising from or by virtue of any transactions related to the
Premises or the Accessories, and any account or deposit account from which
Grantor may from time to time authorize Holder to debit and/or credit payments
due with respect to the Loan or any Swap Transaction, all rights to the payment
of money from Holder under any Swap Transaction, and all accounts, deposit
accounts and general intangibles, including payment intangibles, described in
any Swap Transaction; (iv) permits, licenses, franchises, certificates,
development rights, commitments and rights for utilities, and other rights and
privileges obtained in connection with the Premises or the Accessories; (v)
leases, rents, royalties, bonuses, issues, profits, revenues and other benefits
of the Premises and the Accessories (without derogation of ARTICLE 3 hereof);
(vi) as-extracted collateral produced from or allocated to the Land including,
without limitation, oil, gas and other hydrocarbons and other minerals and all
products processed or obtained therefrom, and the proceeds thereof; and (vii)
engineering, accounting, title, legal, and other technical or business data
concerning the Property which are in the possession of Grantor or in which
Grantor can otherwise grant a security interest; and (d) all (i) accounts and
proceeds (cash or non-cash and including payment intangibles) of or arising from
the properties, rights, titles and interests referred to above in this SECTION
1.3, including but not limited to proceeds of any sale, lease or other
disposition thereof, proceeds of each policy of insurance (or additional or
supplemental coverage related thereto, including from an insurance provider
meeting the requirements of the Loan Documents or from or through any state or
federal government sponsored program or entity) relating thereto (including
premium refunds), proceeds of the taking thereof or of any rights appurtenant
thereto, including change of grade of streets, curb cuts or other rights of
access, by condemnation, eminent domain or transfer in lieu thereof for public
or quasi-public use under any law, and proceeds arising out of any damage
thereto; (ii) all letter-of-credit rights (whether or not the letter of credit
is evidenced by a writing) Grantor now has or hereafter acquires relating to the
properties, rights, titles and interests referred to in this SECTION 1.3; (iii)
all commercial tort claims Grantor now has or hereafter acquires relating to the
properties, rights, titles and interests referred to in this SECTION 1.3; and
(iv) other interests of every kind and character which Grantor now has or
hereafter acquires in, to or for the benefit of the properties, rights, titles
and interests referred to above in this SECTION 1.3 and all property used or
useful in connection therewith, including but not limited to rights of ingress
and egress and remainders, reversions and reversionary rights or interests; and
if the estate of Grantor in any of the property referred to above in this
SECTION 1.3 is a leasehold estate, this conveyance shall include, and the lien
and security interest created hereby shall encumber and extend to, all other or
additional title, estates, interests or rights which are now owned or may
hereafter be acquired by Grantor in or to the property demised under the lease
creating the leasehold estate;

         TO HAVE AND TO HOLD the foregoing rights, interests and properties, and
all rights, estates, powers and privileges appurtenant thereto (herein
collectively called the "PROPERTY"), unto Trustee, and his or their successors
or substitutes in this trust, and to his or their successors and


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assigns, in trust, in fee simple forever, subject to the terms, provisions and
conditions herein set forth, to secure the obligations of Grantor under the Note
and Loan Documents (as hereinafter defined) and all other indebtedness and
matters defined as "Secured Indebtedness" in SECTION 1.5 of this Deed of Trust.

        Section 1.4. SECURITY INTEREST. Grantor hereby grants to Holder (as
hereinafter defined) a security interest in all of the Property which
constitutes personal property or fixtures, all proceeds and products thereof,
and all supporting obligations ancillary to or arising in any way in connection
therewith (herein sometimes collectively called the "COLLATERAL") to secure the
obligations of Grantor under the Note and Loan Documents and all other
indebtedness and matters defined as Secured Indebtedness in SECTION 1.5 of this
Deed of Trust. In addition to its rights hereunder or otherwise, Holder shall
have all of the rights of a secured party under the UCC, as in effect from time
to time, or under the Uniform Commercial Code in force, from time to time, in
any other state to the extent the same is applicable law.

        Section 1.5. SECURED INDEBTEDNESS, NOTE, LOAN DOCUMENTS, OTHER
OBLIGATIONS. This Deed of Trust is made to secure and enforce the payment and
performance of the following promissory notes, obligations, indebtedness, duties
and liabilities and all renewals, extensions, supplements, increases, and
modifications thereof in whole or in part from time to time (collectively the
"SECURED INDEBTEDNESS"): (a) the Promissory Note and all other promissory notes
given in substitution therefor or in modification, supplement, increase, renewal
or extension thereof, in whole or in part (such promissory note or promissory
notes, whether one or more, as from time to time renewed, extended,
supplemented, increased or modified and all other notes given in substitution
therefor, or in modification, renewal or extension thereof, in whole or in part,
being hereinafter called the "NOTE", and Lender, or the subsequent holder at the
time in question of the Note or any of the Secured Indebtedness, as hereinafter
defined, being herein collectively called "HOLDER"); (b) all indebtedness,
liabilities, duties, covenants, promises and other obligations whether joint or
several, direct or indirect, fixed or contingent, liquidated or unliquidated,
and the cost of collection of all such amounts, owed by Grantor to Holder now or
hereafter incurred or arising pursuant to or permitted by the provisions of the
Note, this Deed of Trust, or any other document now or hereafter evidencing,
governing, guaranteeing, securing or otherwise executed in connection with the
loan evidenced by the Note, including but not limited to any loan or credit
agreement, letter of credit or reimbursement agreement, tri-party financing
agreement, Master Agreement relating to any Swap Transactions or other agreement
between Grantor and Holder, or among Grantor, Holder and any other party or
parties, pertaining to the repayment or use of the proceeds of the loan
evidenced by the Note (the Note, this Deed of Trust, any Master Agreement
relating to any Swap Transactions and such other documents, as they or any of
them may have been or may be from time to time renewed, extended, supplemented,
increased or modified, being herein sometimes collectively called the "LOAN
DOCUMENTS"); and (c) all other loans and future advances made by Holder to
Grantor and all other debts, obligations and liabilities of Grantor of every
kind and character now or hereafter existing in favor of Holder, whether direct
or indirect, primary or secondary, joint or several, fixed or contingent,
secured or unsecured, and whether originally payable to Holder or to a third
party and subsequently acquired by Holder, it being contemplated that Grantor
may hereafter become indebted to Holder for such further debts, obligations and
liabilities; provided, however, and notwithstanding the foregoing provisions of
this clause (c) this Deed of Trust shall not secure any such other loan,
advance, debt, obligation or liability with respect to which Holder is by
applicable law prohibited from


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obtaining a lien on real estate nor shall this clause (c) operate or be
effective to constitute or require any assumption or payment by any person, in
any way, of any debt of any other person to the extent that the same would
violate or exceed the limit provided in any applicable usury or other law. The
term "SWAP TRANSACTION" means any agreement, whether or not in writing, relating
to any transaction that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap or option, bond,
note or bill option, interest rate option, forward foreign exchange transaction,
cap, collar or floor transaction, currency swap, cross-currency rate swap, swap
option currency option or any other, similar transaction (including any option
to enter into any of the foregoing) or any combination of the foregoing, and,
unless the context otherwise clearly requires, any form of master agreement (the
"MASTER AGREEMENT") published by the International Swaps and Derivatives
Association, Inc., or any other master agreement, entered into between Holder
(or its affiliates) and Grantor (or its affiliates), together with any related
schedules, as amended, supplemented, superseded or replaced from time to time,
relating to or governing any or all of the foregoing.

                                    ARTICLE 2
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                    -----------------------------------------

        Section 2.1. Grantor represents, warrants, and covenants as follows:

        (a) PAYMENT AND PERFORMANCE. Grantor will make due and punctual payment
of the Secured Indebtedness. Grantor will timely and properly perform and comply
with all of the covenants, agreements, and conditions imposed upon it by this
Deed of Trust and the other Loan Documents and will not permit a default to
occur hereunder or thereunder. Time shall be of the essence in this Deed of
Trust.

        (b) TITLE AND PERMITTED ENCUMBRANCES. Grantor has, in Grantor's own
right, and Grantor covenants to maintain, lawful, good and marketable title to
the Property, is lawfully seized and possessed of the Property and every part
thereof, and has the right to convey the same, free and clear of all liens,
charges, claims, security interests, and encumbrances except for (i) the
matters, if any, set forth under the heading "Permitted Encumbrances" in EXHIBIT
B hereto, which are Permitted Encumbrances only to the extent the same are valid
and subsisting and affect the Property, (ii) the liens and security interests
evidenced by this Deed of Trust, (iii) statutory liens for real estate taxes and
assessments on the Property which are not yet delinquent, and (iv) other liens
and security interests (if any) in favor of Holder, (the matters described in
the foregoing clauses (i), (ii), (iii), and (iv) being herein called the
"PERMITTED ENCUMBRANCES"). Grantor, and Grantor's successors and assigns, will
warrant generally and forever defend title to the Property, subject as
aforesaid, to Trustee and their successors or substitutes and assigns, against
the claims and demands of all persons claiming or to claim the same or any part
thereof. Grantor will punctually pay, perform, observe and keep all covenants,
obligations and conditions in or pursuant to any Permitted Encumbrance and will
not modify or permit modification of any Permitted Encumbrance without the prior
written consent of Holder. Inclusion of any matter as a Permitted Encumbrance
does not constitute approval or waiver by Holder of any existing or future
violation or other breach thereof by Grantor, by the Property or otherwise. No
part of the Property constitutes all or any part of the principal residence of
Grantor if Grantor is an individual. If any right or interest of Holder in the
Property or any part thereof shall be endangered or questioned or shall be
attacked directly or indirectly, Holder and Trustee, or either of them (whether
or not


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        named as parties to legal proceedings with respect thereto), are hereby
authorized and empowered to take such steps as in their discretion may be proper
for the defense of any such legal proceedings or the protection of such right or
interest of Holder, including but not limited to the employment of independent
counsel, the prosecution or defense of litigation, and the compromise or
discharge of adverse claims. All expenditures so made of every kind and
character shall be a demand obligation (which obligation Grantor hereby promises
to pay) owing by Grantor to Holder or Trustee (as the case may be), and the
party (Holder or Trustee, as the case may be) making such expenditures shall be
subrogated to all rights of the person receiving such payment.

        (c) TAXES AND OTHER IMPOSITIONS. Grantor will pay, or cause to be paid,
all taxes, assessments and other charges or levies imposed upon or against or
with respect to the Property or the ownership, use, occupancy or enjoyment of
any portion thereof, or any utility service thereto, as the same become due and
payable, including but not limited to all real estate taxes assessed against the
Property or any part thereof, and shall deliver promptly to Holder such evidence
of the payment thereof as Holder may require.

        (d) INSURANCE. Grantor shall obtain and maintain at Grantor's sole
expense: (1) mortgagee title insurance issued to Holder covering the Premises as
required by Holder without exception for mechanics' liens; (2) property
insurance with respect to all insurable Property, against loss or damage by
fire, lightning, windstorm, explosion, hail, tornado and such additional hazards
as are presently included in Special Form (also known as "all-risk") coverage
and against any and all acts of terrorism and such other insurable hazards as
Holder may require, in an amount not less than 100% of the full replacement
cost, including the cost of debris removal, without deduction for depreciation
and sufficient to prevent Grantor and Holder from becoming a coinsurer, such
insurance to be in "builder's risk" completed value(non-reporting) form during
and with respect to any construction on the Premises; (3) if and to the extent
any portion of the Improvements is, under the Flood Disaster Protection Act of
1973 ("FDPA"), as it may be amended from time to time, in a Special Flood Hazard
Area, within a Flood Zone designated A or V in a participating community, a
flood insurance policy in an amount required by Holder, but in no event less
than the amount sufficient to meet the requirements of applicable law and the
FDPA, as such requirements may from time to time be in effect; (4) general
liability insurance, on an "occurrence" basis against claims for "personal
injury" liability, including bodily injury, death or property damage liability,
for the benefit of Grantor as named insured and Holder as additional insured;
(5) statutory workers' compensation insurance with respect to any work on or
about the Premises (including employer's liability insurance, if required by
Holder), covering all employees of Grantor and any contractor; (6) if there is a
general contractor, commercial general liability insurance, including products
and completed operations coverage, and in other respects similar to that
described in clause (4) above, for the benefit of the general contractor as
named insured and Grantor and Holder as additional insureds, in addition to
statutory workers' compensation insurance with respect to any work on or about
the Premises (including employer's liability insurance, if required by Holder),
covering all employees of the general contractor and any contractor; and (7)
such other insurance on the Property and endorsements as may from time to time
be reasonably required by Holder (including but not limited to soft cost
coverage, automobile liability insurance, business interruption insurance or
delayed rental insurance, boiler and machinery insurance, earthquake insurance,
wind insurance, sinkhole coverage, and/or permit to occupy endorsement)) and
against other insurable hazards or casualties which at the time are commonly
insured against in the case of premises similarly situated, due regard being
given to the


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height, type, construction, location, use and occupancy of buildings and
improvements. All insurance policies shall be issued and maintained by insurers,
in amounts, with deductibles, limits and retentions, and in forms reasonably
satisfactory to Holder, and shall require not less than ten (10) days' prior
written notice to Holder of any cancellation for nonpayment of premiums, and not
less than thirty (30) days' prior written notice to Holder of any other
cancellation or any change of coverage. All insurance companies must be licensed
to do business in the state in which the Property is located and must have an A.
M. Best Company financial and performance ratings of A-:IX or better. All
insurance policies maintained, or caused to be maintained, by Grantor with
respect to the Property, except for general liability insurance, shall provide
that each such policy shall be primary without right of contribution from any
other insurance that may be carried by Grantor or Holder and that all of the
provisions thereof, except the limits of liability, shall operate in the same
manner as if there were a separate policy covering each insured. If any insurer
which has issued a policy of title, hazard, liability or other insurance
required pursuant to this Deed of Trust or any other Loan Document becomes
insolvent or the subject of any petition, case, proceeding or other action
pursuant to any Debtor Relief Law, or if in Holder's reasonable opinion the
financial responsibility of such insurer is or becomes inadequate, Grantor
shall, in each instance promptly upon its discovery thereof or upon the request
of Holder therefor, and at Grantor's expense, promptly obtain and deliver to
Holder a like policy (or, if and to the extent permitted by Holder, acceptable
evidence of insurance) issued by another insurer, which insurer and policy meet
the requirements of this Deed of Trust or such other Loan Document, as the case
may be. Without limiting the discretion of Holder with respect to required
endorsements to insurance policies, all such policies for loss of or damage to
the Property shall contain a standard mortgagee clause (without contribution)
naming Holder as mortgagee with loss proceeds payable to Holder notwithstanding
(i) any act, failure to act or negligence of or violation of any warranty,
declaration or condition contained in any such policy by any named or additional
insured; (ii) the occupation or use of the Property for purposes more hazardous
than permitted by the terms of any such policy; (iii) any foreclosure or other
action by Holder under the Loan Documents; or (iv) any change in title to or
ownership of the Property or any portion thereof, such proceeds to be held for
application as provided in the Loan Documents. The originals of each initial
insurance policy (or to the extent permitted by Holder, a copy of the original
policy and such evidence of insurance acceptable to Holder) shall be delivered
to Holder at the time of execution of this Deed of Trust, with all premiums
fully paid current, and each renewal or substitute policy (or evidence of
insurance) shall be delivered to Holder, with all premiums fully paid current,
at least ten (10) days before the termination of the policy it renews or
replaces. Grantor shall pay all premiums on policies required hereunder as they
become due and payable and promptly deliver to Holder evidence satisfactory to
Holder of the timely payment thereof. If any loss occurs at any time when
Grantor has failed to perform Grantor's covenants and agreements in this
paragraph with respect to any insurance payable because of loss sustained to any
part of the Property, whether or not such insurance is required by Holder,
Holder shall nevertheless be entitled to the benefit of all insurance covering
the loss and held by or for Grantor, to the same extent as if it had been made
payable to Holder. Upon any foreclosure hereof or transfer of title to the
Property in extinguishment of the whole or any part of the Secured Indebtedness,
all of Grantor's right, title and interest in and to the insurance policies
referred to in this Section (including unearned premiums) and all proceeds
payable thereunder shall thereupon vest in the purchaser at foreclosure or other
such transferee, to the extent permissible under such policies. Holder shall
have the right (but not the obligation) to make proof of loss for, settle and
adjust any claim under, and receive the proceeds of, all insurance for loss of
or damage to the Property regardless of


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whether or not such insurance policies are required by Holder, and the expenses
incurred by Holder in the adjustment and collection of insurance proceeds shall
be a part of the Secured Indebtedness and shall be due and payable to Holder on
demand. Holder shall not be, under any circumstances, liable or responsible for
failure to collect or exercise diligence in the collection of any of such
proceeds or for the obtaining, maintaining or adequacy of any insurance or for
failure to see to the proper application of any amount paid over to Grantor.
Grantor shall at all times comply with the requirements of the insurance
policies required hereunder and of the issuers of such policies and of any board
of fire underwriters or similar body as applicable to or affecting the Property.
All such proceeds received by Holder, after deduction therefrom of all
reasonable expenses actually incurred by Holder, including attorneys' fees
(herein, "PROCEEDS"), shall be held and disbursed by Holder in accordance with
the requirements of this Deed of Trust. If the total cost of repairs required to
reconstruct the Property to its value, character and condition immediately prior
to such casualty (the "RESTORATION") is greater than $500,000, Holder may, at
its option, require that the Proceeds be (1) released to Grantor, or (2) applied
(upon compliance with such terms and conditions as may be required by Holder) to
repair or restoration, either partly or entirely, of the Property so damaged, or
(3) applied to the payment of the Secured Indebtedness in such order and manner
as Holder, in its sole discretion, may elect, whether or not due. In any event,
the unpaid portion of the Secured Indebtedness shall remain in full force and
effect and the payment thereof shall not be excused. If the total costs of the
Restoration is less than $500,000, the Proceeds shall be made available to carry
out such Restoration, PROVIDED THAT all of the following conditions are
satisfied in full:

                (1) There exists no default or any event or condition which,
        upon the giving of notice or the passage of time, or both, would
        constitute a default;

                (2) Holder has received evidence reasonably satisfactory to
        Holder that the Restoration can be completed before the Maturity Date
        (as defined in the Loan Agreement);

                (3) Grantor shall have presented to Holder sufficient evidence
        that the Property's operations and income after completion of the
        Restoration will be sufficient to pay the operating expenses of the
        Property and debt service on the Secured Indebtedness with the same
        coverage ratios considered by Lender in underwriting the Loan;

                (4) Grantor delivers or causes to be delivered to Holder
        complete final plans and specifications (the "WORK PLANS AND SPECS") for
        the work to be performed in connection with the Restoration (hereinafter
        called the "WORK") prepared and sealed by a licensed architect
        reasonably satisfactory to Holder (the "SUPERVISING ARCHITECT"), with
        evidence reasonably satisfactory to Holder of the approval of the Work
        Plans and Specs by all governmental authorities whose approval is
        required;

                (5) Grantor delivers or causes to be delivered to Holder a
        signed estimate approved in writing by the Supervising Architect,
        bearing the Supervising Architect's seal, stating the entire cost of
        completing the Work;

                (6) Holder determines, in its sole and absolute discretion, that
        the Proceeds are sufficient to pay in full the cost of the Restoration
        or, if Holder determines, in its sole and absolute discretion, that the
        Proceeds are not sufficient to pay in full the costs of the

        Restoration, Grantor has deposited or has caused to be deposited with
        Holder sufficient funds, such that together with the available Proceeds,
        sufficient funds shall be readily available for the Restoration;

                (7) Grantor delivers or causes to be delivered to Holder true
        copies of all permits and approvals required by law in connection with
        the commencement and conduct of the Work; and

                (8) Holder will not incur any liability to any other person as a
        result of such use or release of insurance proceeds.

If the conditions of paragraphs (1) through (8) above are not satisfied within
one hundred eighty (180) days after receipt by Holder of the Proceeds, then
Holder may, at its option, apply any insurance proceeds to the outstanding
balance of the Secured Indebtedness in such order and manner as Holder elects.
Provided the terms and conditions above have been satisfied, such Proceeds shall
be applied by Holder to the payment of the cost of the Work on the same terms
and conditions as contemplated for advances related to the construction of
Tenant Improvements, as set forth in the Loan Agreement.

        (e) RESERVE FOR INSURANCE, TAXES AND ASSESSMENTS. In order to secure the
payment and performance of the Secured Indebtedness, but not in lieu of such
payment and performance, Grantor will deposit with Holder a sum equal to real
estate taxes, assessments and charges (which charges for the purposes of this
paragraph shall include without limitation any recurring charge which could
result in a lien against the Property) against the Property for the current year
and the premiums for such policies of insurance for the current year, all as
estimated by Holder and prorated to the end of the calendar month following the
month during which Holder's request is made, and thereafter will deposit with
Holder, on each date when an installment of principal and/or interest is due on
the Note, sufficient funds (as estimated from time to time by Holder) to permit
Holder to pay at least fifteen (15) days prior to the due date thereof, the next
maturing real estate taxes, assessments and charges and premiums for such
policies of insurance. Holder shall have the right to rely upon tax information
furnished by applicable taxing authorities in the payment of such taxes or
assessments and shall have no obligation to make any protest of any such taxes
or assessments. To the extent permitted by law, any excess over the amounts
required for such purposes shall be held by Holder for future use, applied to
any Secured Indebtedness or refunded to Grantor, at Holder's option, and any
deficiency in such funds so deposited shall be made up by Grantor upon demand of
Holder. All such funds so deposited shall bear no interest, may be comingled
with the general funds of Holder and shall be applied by Holder toward the
payment of such taxes, assessments, charges and premiums when statements
therefor are presented to Holder by Grantor (which statements shall be presented
by Grantor to Holder a reasonable time before the applicable amount is due);
provided, however, that, if a Default shall have occurred hereunder, such funds
may at Holder's option be applied to the payment of the Secured Indebtedness in
the order determined by Holder in its sole discretion, and that Holder may (but
shall have no obligation) at any time, in its discretion, apply all or any part
of such funds toward the payment of any such taxes, assessments, charges or
premiums which are past due, together with any penalties or late charges with
respect thereto. The conveyance or transfer of Grantor's interest in the
Property for any reason (including without limitation the foreclosure of a
subordinate lien or security interest or a transfer by operation of law) shall
constitute an


<PAGE>

assignment or transfer of Grantor's interest in and rights to such
funds held by Holder under this paragraph but subject to the rights of Holder
hereunder.

        (f) CONDEMNATION. Grantor shall notify Holder immediately of any
threatened or pending proceeding for condemnation affecting the Property or
arising out of damage to the Property, and Grantor shall, at Grantor's expense,
diligently prosecute any such proceedings. Holder shall have the right (but not
the obligation) to participate in any such proceeding and to be represented by
counsel of its own choice. Holder shall be entitled to receive all sums which
may be awarded or become payable to Grantor for the condemnation of the
Property, or any part thereof, for public or quasi-public use, or by virtue of
private sale in lieu thereof, and any sums which may be awarded or become
payable to Grantor for injury or damage to the Property. Grantor shall, promptly
upon request of Holder, execute such additional assignments and other documents
as may be necessary from time to time to permit such participation and to enable
Holder to collect and receipt for any such sums. All such sums are hereby
assigned to Holder, and shall, after deduction therefrom of all reasonable
expenses actually incurred by Holder, including attorneys' fees, at Holder's
option be (1) released to Grantor, or (2) applied (upon compliance with such
terms and conditions as may be required by Holder) to repair or restoration of
the Property so affected, or (3) applied to the payment of the Secured
Indebtedness in such order and manner as Holder, in its sole discretion, may
elect, whether or not due. In any event the unpaid portion of the Secured
Indebtedness shall remain in full force and effect and the payment thereof shall
not be excused. Holder shall not be, under any circumstances, liable or
responsible for failure to collect or to exercise diligence in the collection of
any such sum or for failure to see to the proper application of any amount paid
over to Grantor. Holder is hereby authorized, in the name of Grantor, to execute
and deliver valid acquittances for, and to appeal from, any such award, judgment
or decree. All costs and expenses (including but not limited to attorneys' fees)
incurred by Holder in connection with any condemnation shall be a demand
obligation owing by Grantor (which Grantor hereby promises to pay) to Holder
pursuant to this Deed of Trust.

        (g) COMPLIANCE WITH LEGAL REQUIREMENTS. Grantor, the Property and the
use, operation and maintenance thereof and all activities thereon do and shall
at all times comply with the terms, conditions, covenants, representations and
warranties of the Loan Agreement and all applicable Legal Requirements
(hereinafter defined). The Property is not, and shall not be, dependent on any
other property or premises or any interest therein other than the Property to
fulfill any requirement of any Legal Requirement. Grantor shall not, by act or
omission, permit any building or other improvement not subject to the lien of
this Deed of Trust to rely on the Property or any interest therein to fulfill
any requirement of any Legal Requirement. No improvement upon or use of any part
of the Property constitutes a nonconforming use under any zoning law or similar
law or ordinance. Grantor has obtained and shall preserve in force all requisite
zoning, utility, building, health, environmental and operating permits from the
governmental authorities having jurisdiction over the Property. If Grantor
receives a notice or claim from any person that the Property, or any use,
activity, operation or maintenance thereof or thereon, is not in compliance with
any Legal Requirement, Grantor will promptly furnish a copy of such notice or
claim to Holder. Grantor has received no notice and has no knowledge of any such
noncompliance. As used in this Deed of Trust: (i) the term "LEGAL REQUIREMENT"
means any Law (hereinafter defined), agreement, covenant, restriction, easement
or condition (including, without limitation of the foregoing, any condition or
requirement imposed by any insurance or surety company), as any of the same now
exists or may be changed or amended or come into


<PAGE>

effect in the future; and (ii) the term "LAW" means any federal, state or local
law, statute, ordinance, code, rule, regulation, license, permit, authorization,
decision, order, injunction or decree, domestic or foreign.

         (h) MAINTENANCE, REPAIR AND RESTORATION. Grantor will keep the Property
in good order, repair, operating condition and appearance, at least consistent
with that of other similar office projects in the Greater Dallas-Ft. Worth
metroplex, causing all necessary repairs, renewals, replacements, additions and
improvements to be promptly made, and will not allow any of the Property to be
misused, abused or wasted or to deteriorate. Notwithstanding the foregoing,
Grantor will not, without the prior written consent of Holder, (i) remove from
the Property any fixtures or personal property covered by this Deed of Trust
except such as is replaced by Grantor by an article of equal suitability and
value, owned by Grantor, free and clear of any lien or security interest (except
that created by this Deed of Trust), or (ii) make any structural alteration to
the Property or any other alteration thereto which impairs the value thereof. If
any act or occurrence of any kind or nature (including any condemnation or any
casualty for which insurance was not obtained or obtainable) shall result in
damage to or loss or destruction of the Property, Grantor shall give prompt
notice thereof to Holder and Grantor shall promptly, at Grantor's sole cost and
expense and regardless of whether insurance or condemnation proceeds (if any)
shall be available or sufficient for the purpose, secure the Property as
necessary and commence and continue diligently to completion to restore, repair,
replace and rebuild the Property as nearly as possible to its value, condition
and character immediately prior to the damage, loss or destruction.

         (i) NO OTHER LIENS. Grantor will not, without the prior written consent
of Holder, create, place or permit to be created or placed, or through any act
or failure to act, acquiesce in the placing of, or allow to remain, any deed of
trust, mortgage, voluntary or involuntary lien, whether statutory,
constitutional or contractual, security interest, encumbrance or charge, or
conditional sale or other title retention document, against or covering the
Property, or any part thereof, other than the Permitted Encumbrances, regardless
of whether the same are expressly or otherwise subordinate to the lien or
security interest created in this Deed of Trust, and should any of the foregoing
become attached hereafter in any manner to any part of the Property without the
prior written consent of Holder, Grantor will cause the same to be promptly
discharged and released. Grantor will own all parts of the Property and will not
acquire any fixtures, equipment or other property (including software embedded
therein) forming a part of the Property pursuant to a lease, license, security
agreement or similar agreement, whereby any party has or may obtain the right to
repossess or remove same, without the prior written consent of Holder. If Holder
consents to the voluntary grant by Grantor of any deed of trust or mortgage,
lien, security interest, or other encumbrance (hereinafter called "SUBORDINATE
LIEN") covering any of the Property or if the foregoing prohibition is
determined by a court of competent jurisdiction to be unenforceable as to a
Subordinate Lien, any such Subordinate Lien shall contain express covenants to
the effect that: (1) the Subordinate Lien is unconditionally subordinate to this
Deed of Trust and all Leases (hereinafter defined); (2) if any action (whether
judicial or pursuant to a power of sale) shall be instituted to foreclose or
otherwise enforce the Subordinate Lien, no tenant of any of the Leases
(hereinafter defined) shall be named as a party defendant, and no action shall
be taken that would terminate any occupancy or tenancy without the prior written
consent of Holder; (3) Rents (hereinafter defined), if collected by or for the
holder of the Subordinate Lien, shall be applied first to the payment of the
Secured Indebtedness then due and expenses incurred in the ownership, operation
and maintenance of the Property in such order as


<PAGE>

Holder may determine, prior to being applied to any indebtedness secured by the
Subordinate Lien; (4) written notice of default under the Subordinate Lien and
written notice of the commencement of any action (whether judicial or pursuant
to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to
seek the appointment of a receiver for all or any part of the Property shall be
given to Holder with or immediately after the occurrence of any such default or
commencement; and (5) neither the holder of the Subordinate Lien, nor any
purchaser at foreclosure thereunder, nor anyone claiming by, through or under
any of them shall succeed to any of Grantor's rights hereunder without the prior
written consent of Holder.

        (j) OPERATION OF PROPERTY. Grantor will operate the Property in a good
and workmanlike manner and in accordance with all Legal Requirements and will
pay all fees or charges of any kind in connection therewith. Grantor will keep
the Property occupied so as not to impair the insurance carried thereon. Grantor
will not use or occupy or conduct any activity on, or allow the use or occupancy
of or the conduct of any activity on, the Property in any manner which violates
any Legal Requirement or which constitutes a public or private nuisance or which
makes void, voidable or cancelable, or increases the premium of, any insurance
then in force with respect thereto. Grantor will not initiate or permit any
zoning reclassification of the Property or seek any variance under existing
zoning ordinances applicable to the Property or use or permit the use of the
Property in such a manner which would result in such use becoming a
nonconforming use under applicable zoning ordinances or other Legal Requirement.
Grantor will not impose any easement, restrictive covenant or encumbrance upon
the Property, execute or file any subdivision plat or condominium declaration
affecting the Property or consent to the annexation of the Property to any
municipality, without the prior written consent of Holder. Grantor will not do
or suffer to be done any act whereby the value of any part of the Property may
be lessened. Grantor will preserve, protect, renew, extend and retain all
material rights and privileges granted for or applicable to the Property.
Without the prior written consent of Holder, there shall be no drilling or
exploration for or extraction, removal or production of any mineral,
hydrocarbon, gas, natural element, compound or substance (including sand and
gravel) from the surface or subsurface of the Land regardless of the depth
thereof or the method of mining or extraction thereof. Grantor will cause all
debts and liabilities of any character (including without limitation all debts
and liabilities for labor, material and equipment (including software embedded
therein) and all debts and charges for utilities servicing the Property)
incurred in the construction, maintenance, operation and development of the
Property to be promptly paid.

        (k) FINANCIAL MATTERS. Grantor is solvent after giving effect to all
borrowings contemplated by the Loan Documents and no proceeding under any Debtor
Relief Law (hereinafter defined) is pending (or, to Grantor's knowledge,
threatened) by or against Grantor, or any affiliate of Grantor, as a debtor. All
reports, statements, plans, budgets, applications, agreements and other data and
information heretofore furnished or hereafter to be furnished by or on behalf of
Grantor to Holder in connection with the loan or loans evidenced by the Loan
Documents (including, without limitation, all financial statements and financial
information) are and will be true, correct and complete in all material respects
as of their respective dates and do not and will not omit to state any fact or
circumstance necessary to make the statements contained therein not misleading.
No material adverse change has occurred since the dates of such reports,
statements and other data in the financial condition of Grantor or, to Grantor's
knowledge, of any tenant under any lease described therein. For the purposes of
this paragraph, "GRANTOR" shall also


<PAGE>

include any person liable directly or indirectly for the Secured Indebtedness or
any part thereof and any joint venturer or general partner of Grantor.

         (l) STATUS OF GRANTOR; SUITS AND CLAIMS; LOAN DOCUMENTS. If Grantor is
a corporation, partnership, limited liability company, or other legal entity,
Grantor is and will continue to be (i) duly organized, validly existing and in
good standing under the laws of its state of organization, (ii) authorized to do
business in, and in good standing in, each state in which the Property is
located, and (iii) possessed of all requisite power and authority to carry on
its business and to own and operate the Property. Each Loan Document executed by
Grantor has been duly authorized, executed and delivered by Grantor, and the
obligations thereunder and the performance thereof by Grantor in accordance with
their terms are and will continue to be within Grantor's power and authority
(without the necessity of joinder or consent of any other person), are not and
will not be in contravention of any Legal Requirement or any other document or
agreement to which Grantor or the Property is subject, and do not and will not
result in the creation of any encumbrance against any assets or properties of
Grantor, or any other person liable, directly or indirectly, for any of the
Secured Indebtedness, except as expressly contemplated by the Loan Documents.
There is no suit, action, claim, investigation, inquiry, proceeding or demand
pending (or, to Grantor's knowledge, threatened) against Grantor or against any
other person liable directly or indirectly for the Secured Indebtedness or which
affects the Property (including, without limitation, any which challenges or
otherwise pertains to Grantor's title to the Property) or the validity,
enforceability or priority of any of the Loan Documents. There is no judicial or
administrative action, suit or proceeding pending (or, to Grantor's knowledge,
threatened) against Grantor, or against any other person liable directly or
indirectly for the Secured Indebtedness, except as has been disclosed in writing
to Holder in connection with the loan evidenced by the Note. The Loan Documents
constitute legal, valid and binding obligations of Grantor enforceable in
accordance with their terms, except as the enforceability thereof may be limited
by Debtor Relief Laws (hereinafter defined) and except as the availability of
certain remedies may be limited by general principles of equity. Grantor is not
a "FOREIGN PERSON" within the meaning of the Internal Revenue Code of 1986, as
amended, Sections 1445 and 7701 (i.e. Grantor is not a non-resident alien,
foreign corporation, foreign partnership, foreign trust or foreign estate as
those terms are defined therein and in any regulations promulgated thereunder).
The loan evidenced by the Note is solely for business and/or investment
purposes, and is not intended for personal, family, household or agricultural
purposes. Grantor further warrants that the proceeds of the Note shall be used
for commercial purposes and stipulates that the loan evidenced by the Note shall
be construed for all purposes as a commercial loan. Grantor's exact legal name
is correctly set forth at the end of this Deed of Trust. If Grantor is not an
individual, Grantor is an organization of the type and (if not an unregistered
entity) is incorporated in or organized under the laws of the state specified in
the introductory paragraph of this Deed of Trust. If Grantor is an unregistered
entity (including, without limitation, a general partnership) it is organized
under the laws of the state specified in the introductory paragraph of this Deed
of Trust. Grantor will not cause or permit any change to be made in its name,
identity, (including its trade name or names), organizational structure, unless
Grantor shall have notified Holder in writing of such change at least 30 days
prior to the effective date of such change, and shall have first taken all
action required by Holder for the purpose of further perfecting or protecting
the lien and security interest of Holder in the Property. In addition, Grantor
shall not change its organizational structure without first obtaining the prior
written consent of Holder. Grantor's principal place of business and chief
executive office, and the place where Grantor keeps its books and records,

<PAGE>

including recorded data of any kind or nature, regardless of the medium of
recording including, without limitation, software, writings, plans,
specifications and schematics concerning the Property, has for the preceding
four months (or, if less, the entire period of the existence of Grantor) been
and will continue to be (unless Grantor notifies Holder of any change in writing
at least 30 days prior to the date of such change) the address of Grantor set
forth at the end of this Deed of Trust. If Grantor is an individual, Grantor's
principal residence has for the preceding four months been and will continue to
be (unless Grantor notifies Holder of any change in writing at least 30 days
prior to the date of such change) the address of the principal residence of
Grantor set forth at the end of this Deed of Trust. Grantor's organizational
identification number, if any, assigned by the state of incorporation or
organization is correctly set forth on the first page of this Deed of Trust.
Grantor shall promptly notify Holder (i) of any change of its organizational
identification number, or (ii) if Grantor does not now have an organization
identification number and later obtains one, of such organizational
identification number.

        (m) FURTHER ASSURANCES. Grantor will, promptly on request of Holder, (i)
correct any defect, error or omission which may be discovered in the contents,
execution or acknowledgment of this Deed of Trust or any other Loan Document;
(ii) execute, acknowledge, deliver, procure and record and/or file such further
documents (including, without limitation, further mortgages, deeds of trust,
security agreements, and assignments of rents or leases) and do such further
acts as may be necessary, desirable or proper to carry out more effectively the
purposes of this Deed of Trust and the other Loan Documents, to more fully
identify and subject to the liens and security interests hereof any property
intended to be covered hereby (including specifically, but without limitation,
any renewals, additions, substitutions, replacements, or appurtenances to the
Property) or as deemed advisable by Holder to protect the lien or the security
interest hereunder against the rights or interests of third persons; and (iii)
provide such certificates, documents, reports, information, affidavits and other
instruments and do such further acts as may be necessary, desirable or proper in
the reasonable determination of Holder to enable Holder to comply with the
requirements or requests of any agency having jurisdiction over Holder or any
examiners of such agencies with respect to the indebtedness secured hereby,
Grantor or the Property. Grantor shall pay all costs connected with any of the
foregoing, which shall be a demand obligation owing by Grantor (which Grantor
hereby promises to pay) to Holder pursuant to this Deed of Trust.

        (n) FEES AND EXPENSES. Without limitation of any other provision of this
Deed of Trust or of any other Loan Document and to the extent not prohibited by
applicable law, Grantor will pay, and will reimburse to Holder and/or Trustee on
demand to the extent paid by Holder and/or Trustee: (i) all appraisal fees,
filing, registration and recording fees, recordation, transfer and other taxes,
brokerage fees and commissions, abstract fees, title search or examination fees,
title policy and endorsement premiums and fees, uniform commercial code search
fees, judgment and tax lien search fees, escrow fees, reasonable attorneys'
fees, architect fees, engineer fees, construction consultant fees, environmental
inspection fees, survey fees, and all other costs and expenses of every
character incurred by Grantor or Holder and/or Trustee in connection with the
preparation of the Loan Documents, the evaluation, closing and funding of the
loan evidenced by the Loan Documents, and any and all amendments and supplements
to this Deed of Trust, the Note or any other Loan Documents or any approval,
consent, waiver, release or other matter requested or required hereunder or
thereunder, or otherwise attributable or chargeable to Grantor as owner of the
Property; and (ii) all costs and expenses, including attorneys' fees and
expenses, incurred or expended in connection with the exercise of any right or
remedy, or the defense of any


<PAGE>

right or remedy or the enforcement of any obligation of Grantor, hereunder or
under any other Loan Document.

        (o) INDEMNIFICATION.

            (i) Grantor will indemnify and hold harmless Holder and Trustee from
and against, and reimburse them on demand for, any and all Indemnified Matters
(hereinafter defined). For purposes of this paragraph (o), the terms "HOLDER"
and "TRUSTEE" shall include Holder, and Trustee respectively, and any persons
owned or controlled by, owning or controlling, or under common control or
affiliated with Holder or Trustee respectively and the directors, officers,
partners, employees, attorneys, agents and representatives of each of them.
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED
PERSON WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE
OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER
SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF SUCH (AND/OR ANY
OTHER) INDEMNIFIED PERSON. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO A
PARTICULAR INDEMNIFIED PERSON TO THE EXTENT THAT THE SUBJECT OF THE
INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THAT INDEMNIFIED PERSON. Any amount to be paid under this
paragraph (o) by Grantor to Holder and/or Trustee shall be a demand obligation
owing by Grantor (which Grantor hereby promises to pay) to Holder and/or Trustee
pursuant to this Deed of Trust. Upon demand by Lender, Grantor shall diligently
defend any Indemnified Matter which affects the Property or is made or commenced
against Lender, whether alone or together with Grantor or any other person, all
at Grantor's own cost and expense and by counsel to be approved by Lender in the
exercise of its reasonable judgment. In the alternative, at any time Lender may
elect to conduct its own defense through counsel selected by Lender and at the
cost and expense of Grantor. Nothing in this paragraph, elsewhere in this Deed
of Trust or in any other Loan Document shall limit or impair any rights or
remedies of Holder and/or Trustee (including without limitation any rights of
contribution or indemnification) against Grantor or any other person under any
other provision of this Deed of Trust, any other Loan Document, any other
agreement or any applicable Legal Requirement.

            (ii) For purposes of this paragraph, the term "HOLDER" shall
include the directors, officers, partners, employees and agents of Holder or
Trustee, respectively, and any persons owned or controlled by, owning or
controlling, or under common control or affiliated with Holder or Trustee,
respectively. As used herein, the term "INDEMNIFIED MATTERS" means any and all
claims, demands, liabilities (including strict liability), losses, damages
(including consequential damages), causes of action, judgments, penalties,
fines, costs and expenses (including without limitation, reasonable fees and
expenses of attorneys and other professional consultants and experts, and of the
investigation and defense of any claim, whether or not such claim is ultimately
withdrawn or defeated, and the settlement of any claim or judgment including all
value paid or given in settlement) of every kind, known or unknown, foreseeable
or unforeseeable, which may be imposed upon, asserted against or incurred or
paid by Holder and/or Trustee at any time and from time to time, whenever
imposed, asserted or incurred, because of, resulting from, in connection with,
or arising out of any transaction, act, omission, event or circumstance in any
way connected with the Property or with this Deed of Trust or any other


<PAGE>

Loan Document, including but not limited to any bodily injury or death or
property damage occurring in or upon or in the vicinity of the Property through
any cause whatsoever at any time on or before the Release Date (hereinafter
defined) any act performed or omitted to be performed hereunder or under any
other Loan Document, any breach by Grantor of any representation, warranty,
covenant, agreement or condition contained in this Deed of Trust or in any other
Loan Document, any default as defined herein, any claim under or with respect to
any Lease (hereinafter defined) or arising under the Environmental Agreement.
The term "RELEASE DATE" as used herein means the earlier of the following two
dates: (i) the date on which the indebtedness and obligations secured hereby
have been paid and performed in full and this Deed of Trust has been released,
or (ii) the date on which the lien of this Deed of Trust is fully and finally
foreclosed or a conveyance by deed in lieu of such foreclosure is fully and
finally effective, and possession of the Property has been given to the
purchaser or grantee free of occupancy and claims to occupancy by Grantor and
Grantor's heirs, devisees, representatives, successors and assigns; provided,
that if such payment, performance, release, foreclosure or conveyance is
challenged, in bankruptcy proceedings or otherwise, the Release Date shall be
deemed not to have occurred until such challenge is rejected, dismissed or
withdrawn with prejudice. The indemnities in this paragraph (o) shall not
terminate upon the Release Date or upon the release, foreclosure or other
termination of this Deed of Trust but will survive the Release Date, foreclosure
of this Deed of Trust or conveyance in lieu of foreclosure, the repayment of the
Secured Indebtedness the termination of any and all Swap Transactions, the
discharge and release of this Deed of Trust and the other Loan Documents, any
bankruptcy or other debtor relief proceeding, and any other event whatsoever.

        (p) TAXES ON NOTE OR DEED OF TRUST. Grantor will promptly pay all
income, franchise and other taxes owing by Grantor and any stamp, documentary,
recordation and transfer taxes or other taxes (unless such payment by Grantor is
prohibited by law) which may be required to be paid with respect to the Note,
this Deed of Trust or any other instrument evidencing or securing any of the
Secured Indebtedness. In the event of the enactment after this date of any law
of any governmental entity applicable to Holder, the Note, the Property or this
Deed of Trust deducting from the value of property for the purpose of taxation
any lien or security interest thereon, or imposing upon Holder the payment of
the whole or any part of the taxes or assessments or charges or liens herein
required to be paid by Grantor, or changing in any way the laws relating to the
taxation of deeds of trust or mortgages or security agreements or debts secured
by deeds of trust or mortgages or security agreements or the interest of the
mortgagee or secured party in the property covered thereby, or the manner of
collection of such taxes, so as to affect this Deed of Trust or the Secured
Indebtedness or Holder, then, and in any such event, Grantor, upon demand by
Holder, shall pay such taxes, assessments, charges or liens, or reimburse Holder
therefor; provided, however, that if in the opinion of counsel for Holder (i) it
might be unlawful to require Grantor to make such payment or (ii) the making of
such payment might result in the imposition of interest beyond the maximum
amount permitted by law, then and in such event, Holder may elect, by notice in
writing given to Grantor, to declare all of the Secured Indebtedness to be and
become due and payable sixty (60) days from the giving of such notice.

        (q) STATEMENT CONCERNING NOTE OR DEED OF TRUST. Grantor shall at any
time and from time to time furnish within fifteen (15) days of request by Holder
a written statement in such form as may be required by Holder stating that (i)
the Note, this Deed of Trust and the other Loan Documents are valid and binding
obligations of Grantor, enforceable against Grantor in


<PAGE>

accordance with their terms; (ii) the unpaid principal balance of the Note;
(iii) the date to which interest on the Note is paid; (iv) the Note, this Deed
of Trust and the other Loan Documents have not been released, subordinated or
modified; and (v) there are no offsets or defenses against the enforcement of
the Note, this Deed of Trust or any other Loan Document. If any of the foregoing
statements in clauses (i), (iv) and (v) are untrue, Grantor shall,
alternatively, specify the reasons therefor.

        Section 2.2. PERFORMANCE BY HOLDER ON GRANTOR'S BEHALF. Grantor agrees
that, if Grantor fails to perform any act or to take any action which under any
Loan Document Grantor is required to perform or take, or to pay any money which
under any Loan Document Grantor is required to pay, and whether or not the
failure then constitutes a default hereunder or thereunder, and whether or not
there has occurred any default or defaults hereunder or the Secured Indebtedness
has been accelerated, Holder, in Grantor's name or its own name, may, but shall
not be obligated to, perform or cause to be performed such act or take such
action or pay such money, and any expenses so incurred by Holder and any money
so paid by Holder shall be a demand obligation owing by Grantor to Holder (which
obligation Grantor hereby promises to pay), shall be a part of the indebtedness
secured hereby, and Holder, upon making such payment, shall be subrogated to all
of the rights of the person, entity or body politic receiving such payment.
Holder and its designees shall have the right to enter upon the Property at any
time and from time to time for any such purposes. No such payment or performance
by Holder shall waive or cure any default or waive any right, remedy or recourse
of Holder. Any such payment may be made by Holder in reliance on any statement,
invoice or claim without inquiry into the validity or accuracy thereof. Each
amount due and owing by Grantor to Holder pursuant to this Deed of Trust shall
bear interest, from the date such amount becomes due until paid, at the rate per
annum provided in the Note for interest on past due principal owed on the Note
but never in excess of the maximum nonusurious amount permitted by applicable
law, which interest shall be payable to Holder on demand; and all such amounts,
together with such interest thereon, shall automatically and without notice be a
part of the indebtedness secured hereby. The amount and nature of any expense by
Holder hereunder and the time when paid shall be fully established by the
certificate of Holder or any of Holder's officers or agents.

        Section 2.3. ABSENCE OF OBLIGATIONS OF HOLDER WITH RESPECT TO PROPERTY.
Notwithstanding anything in this Deed of Trust to the contrary, including,
without limitation, the definition of "Property" and/or the provisions of
ARTICLE 3 hereof, (i) to the extent permitted by applicable law, the Property is
composed of Grantor's rights, title and interests therein but not Grantor's
obligations, duties or liabilities pertaining thereto, (ii) Holder neither
assumes nor shall have any obligations, duties or liabilities in connection with
any portion of the items described in the definition of "Property" herein,
either prior to or after obtaining title to such Property, whether by
foreclosure sale, the granting of a deed in lieu of foreclosure or otherwise,
and (iii) Holder may, at any time prior to or after the acquisition of title to
any portion of the Property as above described, advise any party in writing as
to the extent of Holder's interest therein and/or expressly disaffirm in writing
any rights, interests, obligations, duties and/or liabilities with respect to
such Property or matters related thereto. Without limiting the generality of the
foregoing, it is understood and agreed that Holder shall have no obligations,
duties or liabilities prior to or after acquisition of title to any portion of
the Property, as lessee under any lease or purchaser or seller under any
contract or option unless Holder elects otherwise by written notification.


<PAGE>

        Section 2.4. AUTHORIZATION TO FILE FINANCING STATEMENTS; POWER OF
ATTORNEY. Grantor hereby authorizes Holder at any time and from time to time to
file any initial financing statements, amendments thereto and continuation
statements as authorized by applicable law, required by Holder to establish or
maintain the validity, perfection and priority of the security interests granted
in this Deed of Trust. For purposes of such filings, Grantor agrees to furnish
any information requested by Holder promptly upon request by Holder. Grantor
also ratifies its authorization for Holder to have filed any like initial
financing statements, amendments thereto or continuation statements if filed
prior to the date of this Deed of Trust. Grantor hereby irrevocably constitutes
and appoints Holder and any officer or agent of Holder, with full power of
substitution, as its true and lawful attorneys-in-fact with full irrevocable
power and authority in the place and stead of Grantor or in Grantor's own name
to execute in Grantor's name any such documents and to otherwise carry out the
purposes of this SECTION 2.4, to the extent that Grantor's authorization above
is not sufficient. To the extent permitted by law, Grantor hereby ratifies all
acts said attorneys-in-fact shall lawfully do, have done in the past or cause to
be done in the future by virtue hereof. This power of attorney is a power
coupled with an interest and shall be irrevocable.

                                    ARTICLE 3
                         ASSIGNMENT OF RENTS AND LEASES
                         ------------------------------

        Section 3.1. ASSIGNMENT. As additional security for the indebtedness
secured hereby, Upon the occurrence of a Default hereunder, Holder shall have
the right, power and privilege (but shall be under no duty) to demand possession
of the Rents, which demand shall to the fullest extent permitted by applicable
law be sufficient action by Holder to entitle Holder to immediate and direct
payment of the Rents (including delivery to Holder of Rents collected for the
period in which the demand occurs and for any subsequent period), for
application as provided in this Deed of Trust, all without the necessity of any
further action by Holder, including, without limitation, any action to obtain
possession of the Land, Improvements or any other portion of the Property or any
action for the appointment of a receiver. Grantor hereby authorizes and directs
the tenants under the Leases to pay Rents to Holder upon written demand by
Holder, without further consent of Grantor, without any obligation of such
tenants to determine whether a Default has in fact occurred and regardless of
whether Holder has taken possession of any portion of the Property, and the
tenants may rely upon any written statement delivered by Holder to the tenants.
Any such payments to Holder shall constitute payments to Grantor under the
Leases, and Grantor hereby irrevocably appoints Holder as its attorney-in-fact
to do all things, after a Default, which Grantor might otherwise do with respect
to the Property and the Leases thereon, including, without limitation, (i)
collecting Rents with or without suit and applying the same, less expenses of
collection, to any of the obligations secured hereunder or under the Loan
Documents or to expenses of operating and maintaining the Property (including
reasonable reserves for anticipated expenses), at the option of the Holder, all
in such manner as may be determined by Holder, or at the option of Holder,
holding the same as security for the payment of the Secured Obligations, (ii)
leasing, in the name of Grantor, the whole or any part of the Property which may
become vacant, and (iii) employing agents therefor and paying such agents
reasonable compensation for their services. The curing of such Default, unless
other Defaults also then exist, shall entitle Grantor to recover its aforesaid
license to do any such things which Grantor might otherwise do with respect to
the Property and the Leases thereon and to again collect such Rents. The powers
and rights granted in this paragraph shall be in addition to the other remedies
herein provided for upon the occurrence of a Default and may be exercised
independently of or concurrently with any of said


<PAGE>

remedies. Nothing in the foregoing shall be construed to impose any obligation
upon Holder to exercise any power or right granted in this paragraph or to
assume any liability under any Lease of any part of the Property and no
liability shall attach to Holder for failure or inability to collect any Rents
under any such Lease. The assignment contained in this Section shall become null
and void upon the release of this Deed of Trust. As used herein: (i) "LEASE"
means each existing or future lease, sublease (to the extent of Grantor's rights
thereunder) or other agreement under the terms of which any person has or
acquires any right to occupy or use the Property, or any part thereof, or
interest therein, and each existing or future guaranty of payment or performance
thereunder, and all extensions, renewals, modifications and replacements of each
such lease, sublease, agreement or guaranty; and (ii) "RENTS" means all of the
rents, revenue, income, profits and proceeds derived and to be derived from the
Property or arising from the use or enjoyment of any portion thereof or from any
Lease, including but not limited to the proceeds from any negotiated lease
termination or buyout of such Lease, liquidated damages following default under
any such Lease, all proceeds payable under any policy of insurance covering loss
of rents resulting from untenantability caused by damage to any part of the
Property, all of Grantor's rights to recover monetary amounts from any tenant in
bankruptcy including, without limitation, rights of recovery for use and
occupancy and damage claims arising out of Lease defaults, including rejections,
under any applicable Debtor Relief Law (hereinafter defined), together with any
sums of money that may now or at any time hereafter be or become due and payable
to Grantor by virtue of any and all royalties, overriding royalties, bonuses,
delay rentals and any other amount of any kind or character arising under any
and all present and all future oil, gas, mineral and mining leases covering the
Property or any part thereof, and all proceeds and other amounts paid or owing
to Grantor under or pursuant to any and all contracts and bonds relating to the
construction or renovation of the Property.

        Section 3.2. COVENANTS, REPRESENTATIONS AND WARRANTIES CONCERNING LEASES
AND RENTS. Grantor covenants, represents and warrants that: (a) Grantor has good
title to, and is the owner of the entire landlord's interest in, the Leases and
Rents hereby assigned and authority to assign them; (b) all Leases are valid and
enforceable, and in full force and effect, and are unmodified except as stated
therein; (c) neither Grantor nor, to Grantor's knowledge, any tenant in the
Property is in default under its Lease (and no event has occurred which with the
passage of time or notice or both would result in a default under its Lease) or
is the subject of any bankruptcy, insolvency or similar proceeding; (d) unless
otherwise stated in a Permitted Encumbrance, no Rents or Leases have been or
will be assigned, mortgaged, pledged or otherwise encumbered and no other person
has or will acquire any right, title or interest in such Rents or Leases; (e) no
Rents have been waived, released, discounted, set off or compromised; (f) except
as stated in the Leases, Grantor has not received any funds or deposits from any
tenant for which credit has not already been made on account of accrued Rents;
(g) Grantor shall perform all of its obligations under the Leases and enforce
the tenants' obligations under the Leases to the extent enforcement is prudent
under the circumstances; (h) Grantor will not without the prior written consent
of Holder, enter into any Lease after the date hereof, or waive, release,
discount, set off, compromise, reduce or defer any Rent, receive or collect
Rents more than one (1) month in advance, grant any rent-free period to any
tenant, reduce any Lease term or waive, release or otherwise modify any other
material obligation under any Lease, renew or extend any Lease except in
accordance with a right of the tenant thereto in such Lease, approve or consent
to an assignment of a Lease or a subletting of any part of the premises covered
by a Lease, or settle or compromise any claim against a tenant under a Lease in
bankruptcy or otherwise; (i) Grantor will


<PAGE>

not, without the prior written consent of Holder, terminate or consent to the
cancellation or surrender of any Lease having an unexpired term of one (1) year
or more; (j) Grantor will not execute any Lease except in accordance with the
Loan Documents and for actual occupancy by the tenant thereunder; (k) Grantor
shall give prompt notice to Holder, as soon as Grantor first obtains notice, of
any claim, or the commencement of any action, by any tenant or subtenant under
or with respect to a Lease regarding any claimed damage, default, diminution of
or offset against Rent, cancellation of the Lease, or constructive eviction, and
Grantor shall defend, at Grantor's expense, any proceeding pertaining to any
Lease, including, if Holder so requests, any such proceeding to which Holder is
a party; (l) there shall be no merger of the leasehold estates created by the
Leases, with the fee estate of the Land without the prior written consent of
Holder; and (m) Holder may at any time and from time to time by specific written
instrument intended for the purpose, unilaterally subordinate the lien of this
Deed of Trust to any Lease, without joinder or consent of, or notice to,
Grantor, any tenant or any other person, and notice is hereby given to each
tenant under a Lease of such right to subordinate. No such subordination shall
constitute a subordination to any lien or other encumbrance, whenever arising,
or improve the right of any junior lienholder; and nothing herein shall be
construed as subordinating this Deed of Trust to any Lease.

        Section 3.3. ESTOPPEL CERTIFICATES. All Leases hereafter executed by
Grantor shall require the tenant to execute and deliver to Holder an estoppel
certificate in form and substance acceptable to Holder within ten (10) days
after notice from the Holder.

        Section 3.4. NO LIABILITY OF HOLDER. Holder's acceptance of this
assignment shall not be deemed to constitute Holder a "mortgagee in possession,"
nor obligate Holder to appear in or defend any proceeding relating to any Lease
or to the Property, or to take any action hereunder, expend any money, incur any
expenses, or perform any obligation or liability under any Lease, or assume any
obligation for any deposit delivered to Grantor by any tenant and not as such
delivered to and accepted by Holder. Holder shall not be liable for any injury
or damage to person or property in or about the Property, or for Holder's
failure to collect or to exercise diligence in collecting Rents, but shall be
accountable only for Rents that it shall actually receive. Neither the
assignment of Leases and Rents nor enforcement of Holder's rights regarding
Leases and Rents (including collection of Rents) nor possession of the Property
by Holder nor Holder's consent to or approval of any Lease (nor all of the
same), shall render Holder liable on any obligation under or with respect to any
Lease or constitute affirmation of, or any subordination to, any Lease,
occupancy, use or option. If Holder seeks or obtains any judicial relief
regarding Rents or Leases, the same shall in no way prevent the concurrent or
subsequent employment of any other appropriate rights or remedies nor shall same
constitute an election of judicial relief for any foreclosure or any other
purpose. Holder neither has nor assumes any obligations as lessor or landlord
with respect to any Lease. The rights of Holder under this Article 3 shall be
cumulative of all other rights of Holder under the Loan Documents or otherwise.


<PAGE>

                                    ARTICLE 4
                                     DEFAULT
                                     -------

        Section 4.1. EVENTS OF DEFAULT. The occurrence of any one of the
following shall be a default under this Deed of Trust ("DEFAULT" or "DEFAULT"):

        (a) FAILURE TO PAY INDEBTEDNESS. Any of the Secured Indebtedness is not
paid when due on the Maturity Date (as defined in the Note), or in the case of
any of the Secured Indebtedness due on a date other than the Maturity Date, any
of such Secured Indebtedness is not paid within five (5) days after the same
became due.

        (b) NONPERFORMANCE OF COVENANTS. Any covenant, agreement or condition
herein or in any other Loan Document (other than covenants otherwise addressed
in another paragraph of this Section, such as covenants to pay the Secured
Indebtedness) is not fully and timely performed, observed or kept, and such
failure is not cured within the applicable notice and cure period (if any)
provided for herein or in such other Loan Document or, if this Deed of Trust or
such other Loan Document does not provide for such a notice or grace period,
within thirty (30) days after written notice and demand by Holder for the
performance of such covenant, agreement or condition (or if such failure cannot
be cured within that original 30-day period and Grantor delivers written notice
to Holder promptly within that original 30-day period of Grantor's intention and
proposed steps to cure the failure with due diligence, promptly institutes
curative action within that original 30-day period and diligently pursues same,
Grantor shall have such additional period of time, not exceeding sixty (60) days
next following the end of the original 30-day period, as shall be necessary to
effect the cure); provided, however, that there shall be no obligation of Holder
to give any such notice and no right of Grantor to cure under this paragraph if
the event or condition is intentionally caused by Grantor.

        (c) DEFAULT UNDER OTHER LOAN DOCUMENTS. The occurrence of a Default
under any other Loan Document (after giving effect to any applicable notice and
cure period), including an Early Termination Event as defined in any Master
Agreement relating to any Swap Transaction.

        (d) REPRESENTATIONS. Any statement, representation or warranty in any of
the Loan Documents, or in any financial statement or any other writing
heretofore or hereafter delivered to Holder in connection with the Secured
Indebtedness is false, misleading or erroneous in any material respect on the
date hereof or on the date as of which such statement, representation or
warranty is made.

        (e) BANKRUPTCY OR INSOLVENCY. The owner of the Property or any person
liable, directly or indirectly, for any of the Secured Indebtedness (or any
general partner or joint venturer of such owner or other person):

                (i) (A) Executes an assignment for the benefit of creditors, or
        takes any action in furtherance thereof; or (B) admits in writing its
        inability to pay, or fails to pay, its debts generally as they become
        due; or (C) as a debtor, files a petition, case, proceeding or other
        action pursuant to, or voluntarily seeks the benefit or benefits of,
        Title 11 of the United States Code as now or hereafter in effect or any
        other federal, state or local law, domestic or foreign, as now or
        hereafter in effect relating to bankruptcy, insolvency, liquidation,



<PAGE>

        receivership, reorganization, arrangement, composition, extension or
        adjustment of debts, or similar laws affecting the rights of creditors
        (Title 11 of the United States Code and such other laws being herein
        called "DEBTOR RELIEF LAWS"), or takes any action in furtherance
        thereof; or (D) seeks the appointment of a receiver, trustee, custodian
        or liquidator of the Property or any part thereof or of any significant
        portion of its other property; or

                (ii) Suffers the filing of a petition, case, proceeding or other
        action against it as a debtor under any Debtor Relief Law or seeking
        appointment of a receiver, trustee, custodian or liquidator of the
        Property or any part thereof or of any significant portion of its other
        property, and (A) admits, acquiesces in or fails to contest diligently
        the material allegations thereof, or (B) the petition, case, proceeding
        or other action results in entry of any order for relief or order
        granting relief sought against it, or (C) in a proceeding under Debtor
        Relief Laws, the case is converted from one chapter to another, or (D)
        fails to have the petition, case, proceeding or other action permanently
        dismissed or discharged on or before the earlier of trial thereon or one
        hundred twenty (120) days next following the date of its filing; or

                (iii) Conceals, removes, or permits to be concealed or removed,
        any part of its property, with intent to hinder, delay or defraud its
        creditors or any of them, or makes or suffers a transfer of any of its
        property which may be fraudulent under any bankruptcy, fraudulent
        conveyance or similar law; or makes any transfer of its property to or
        for the benefit of a creditor at a time when other creditors similarly
        situated have not been paid; or suffers or permits, while insolvent, any
        creditor to obtain a lien (other than as described in subparagraph (iv)
        below) upon any of its property through legal proceedings which are not
        vacated and such lien discharged prior to enforcement thereof and in any
        event within sixty (60) days from the date thereof; or

                (iv) Fails to have discharged within a period of ten (10) days
        any attachment, sequestration, or similar writ levied upon any of its
        property; or

                (v) Fails to pay immediately any final money judgment against
        it.

        (f) TRANSFER OF THE PROPERTY. Any sale, lease, conveyance, assignment,
pledge, encumbrance, or transfer of all or any part of the Property or any
interest therein, voluntarily or involuntarily, whether by operation of law or
otherwise, except: (i) Permitted Transfers (as defined in the Loan Agreement,
(ii) sales or transfers of items of the Accessories which have become obsolete
or worn beyond practical use and which have been replaced by adequate
substitutes, owned by Grantor, having a value equal to or greater than the
replaced items when new; and (iii) the grant, in the ordinary course of
business, of a leasehold interest in a part of the Improvements to a tenant for
occupancy, not containing a right or option to purchase and not in contravention
of any provision of this Deed of Trust or of any other Loan Document. Holder
may, in its sole discretion, waive a default under this paragraph, but it shall
have no obligation to do so, and any waiver may be conditioned upon such one or
more of the following (if any) which Holder may


<PAGE>

require: the grantee's integrity, reputation, character, creditworthiness and
management ability being satisfactory to Holder in its sole judgment and grantee
executing, prior to such sale or transfer, a written assumption agreement
containing such terms as Holder may require, a principal paydown on the Note, an
increase in the rate of interest payable under the Note, a transfer fee, a
modification of the term of the Note, and any other modification of the Loan
Documents which Holder may require. NOTICE - THE SECURED INDEBTEDNESS IS SUBJECT
TO CALL IN FULL AND ANY AND ALL SWAP TRANSACTIONS ARE SUBJECT TO TERMINATION, OR
THE TERMS THEREOF BEING MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE
PROPERTY CONVEYED.

        (g) TRANSFER OF ASSETS. Any sale, lease, conveyance, assignment, pledge,
encumbrance, or transfer of all or any part of the other assets of Grantor,
excluding the Property, voluntarily or involuntarily, whether by operation of
law or otherwise, except: (i) sales or transfers in the ordinary course of
Grantor's business; and (ii) sales or transfers for which Grantor receives
consideration substantially equivalent to the fair market value of the
transferred asset.

        (h) TRANSFER OF OWNERSHIP OF GRANTOR. Except for Permitted Transfers,
the sale, pledge, encumbrance, assignment or transfer, voluntarily or
involuntarily, whether by operation of law or otherwise, of any interest in
Grantor (if Grantor is not a natural person but is a corporation, partnership,
limited liability company, trust or other legal entity), without the prior
written consent of Holder (including, without limitation, if Grantor is a
partnership or joint venture, the withdrawal from or admission into it of any
general partner or joint venturer).

        (i) GRANT OF EASEMENT, ETC. Without the prior written consent of Holder,
Grantor grants any easement or dedication, files any plat, condominium
declaration, or restriction, or otherwise encumbers the Property, or seeks or
permits any zoning reclassification or variance, unless such action is expressly
permitted by the Loan Documents or does not affect the Property.

        (j) ABANDONMENT. The owner of the Property abandons any of the Property.

        (k) DEFAULT UNDER OTHER LIEN. A default or event of default occurs under
any lien, security interest or assignment covering the Property or any part
thereof (whether or not Holder has consented, and without hereby implying
Holder's consent, to any such lien, security interest or assignment not created
hereunder), or the holder of any such lien, security interest or assignment
declares a default or institutes foreclosure or other proceedings for the
enforcement of its remedies thereunder.

        (l) DESTRUCTION. The Property is so demolished, destroyed or damaged
that, in the reasonable opinion of Holder, it cannot be restored or rebuilt with
available funds to a profitable condition within a reasonable period of time and
in any event, prior to the final maturity date of the Note.

        (m) CONDEMNATION. (i) Any governmental authority shall require, or
commence any proceeding for, the demolition of any building or structure
comprising a part of the Premises, or (ii) there is commenced any proceeding to
condemn or otherwise take pursuant to the power of eminent domain, or a contract
for sale or a conveyance in lieu of such a taking is executed which provides for
the transfer of, a material portion of the Premises, including but not limited
to the taking (or transfer in lieu thereof) of any portion which would result in
the blockage or substantial impairment of access or utility service to the
Improvements or which would cause the Premises to fail to comply with any Legal
Requirement.
<PAGE>

        (n) LIQUIDATION, ETC. The liquidation, termination, dissolution, merger,
consolidation or failure to maintain good standing in the State where the
Property is located and/or the state of incorporation or organization, if
different (or in the case of an individual, the death or legal incapacity) of
Grantor, any owner of the Property or any person obligated to pay any part of
the Secured Indebtedness.

        (o) ENFORCEABILITY; PRIORITY. Any Loan Document shall for any reason
without Holder's specific written consent cease to be in full force and effect,
or shall be declared null and void or unenforceable in whole or in part, or the
validity or enforceability thereof, in whole or in part, shall be challenged or
denied by any party thereto other than Holder; or the liens, mortgages or
security interests of Holder in any of the Property become unenforceable in
whole or in part, or cease to be of the priority herein required, or the
validity or enforceability thereof, in whole or in part, shall be challenged or
denied by Grantor or any person obligated to pay any part of the Secured
Indebtedness.

        Section 4.2. NOTICE AND CURE. If any provision of this Deed of Trust or
any other Loan Document provides for Holder to give to Grantor any notice
regarding a default or incipient default, then if Holder shall fail to give such
notice to Grantor as provided, the sole and exclusive remedy of Grantor for such
failure shall be to seek appropriate equitable relief to enforce the agreement
to give such notice and to have any acceleration of the maturity of the Note and
the Secured Indebtedness postponed or revoked and foreclosure proceedings in
connection therewith delayed or terminated pending or upon the curing of such
default in the manner and during the period of time permitted by such agreement,
if any, and Grantor shall have no right to damages or any other type of relief
not herein specifically set out against Holder, all of which damages or other
relief are hereby waived by Grantor. Nothing herein or in any other Loan
Document shall operate or be construed to add on or make cumulative any cure or
grace periods specified in any of the Loan Documents.

                                    ARTICLE 5
                                    REMEDIES
                                    --------

        Section 5.1. CERTAIN REMEDIES. If a Default shall occur, Holder may (but
shall have no obligation to) exercise any one or more of the following remedies,
without notice (unless notice is required by applicable statute):

        (a) ACCELERATION; TERMINATION. Holder may at any time and from time to
time declare any or all of the Secured Indebtedness immediately due and payable
and may terminate any and all Swap Transactions. Upon any such declaration, such
Secured Indebtedness shall thereupon be immediately due and payable, and such
Swap Transactions shall immediately terminate, without presentment, demand,
protest, notice of protest, notice of acceleration or of intention to accelerate
or any other notice or declaration of any kind, all of which are hereby
expressly waived by Grantor. Without limitation of the foregoing, upon the
occurrence of a default described in clauses (A), (C) or (D) of subparagraph (i)
of paragraph (e) of SECTION 4.1 hereof, all of the Secured Indebtedness shall
thereupon be immediately due and payable, without presentment, demand, protest,
notice of protest, declaration or notice of acceleration or intention to
accelerate,


<PAGE>

or any other notice, declaration or act of any kind, all of which are hereby
expressly waived by Grantor.

        (b) ENFORCEMENT OF ASSIGNMENT OF RENTS. In addition to the rights of
Holder under ARTICLE 3 hereof, prior or subsequent to taking possession of any
portion of the Property or taking any action with respect to such possession,
Holder may: (1) collect and/or sue for the Rents in Holder's own name, give
receipts and releases therefor, and after deducting all expenses of collection,
including attorneys' fees and expenses, apply the net proceeds thereof to the
Secured Indebtedness in such manner and order as Holder may elect and/or to the
operation and management of the Property, including the payment of management,
brokerage and attorney's fees and expenses; and (2) require Grantor to transfer
all security deposits and records thereof to Holder together with original
counterparts of the Leases.

        (c) FORECLOSURE. Upon the occurrence of a default, Trustee, or his
successor or substitute, is authorized and empowered and it shall be his special
duty at the request of Holder to sell the Property or any part thereof situated
in the State of Texas, at the courthouse of any county (whether or not the
counties in which the Property is located are contiguous, if the Property is
located in more than one county) in the State of Texas in which any part of the
Property is situated, at public venue to the highest bidder for cash between the
hours of ten o'clock a.m. and four o'clock p.m. on the first Tuesday in any
month or at such other place, time and date as provided by the statutes of the
State of Texas then in force governing sales of real estate under powers of sale
conferred by deed of trust, after having given notice of such sale in accordance
with such statutes. Any sale made by Trustee hereunder may be as an entirety or
in such parcels as Holder may request. To the extent permitted by applicable
law, any sale may be adjourned by announcement at the time and place appointed
for such sale without further notice except as may be required by law. The sale
by Trustee of less than the whole of the Property shall not exhaust the power of
sale herein granted, and Trustee is specifically empowered to make successive
sale or sales under such power until the whole of the Property shall be sold;
and, if the proceeds of such sale of less than the whole of the Property shall
be less than the aggregate of the Secured Indebtedness and the expense of
executing this trust as provided herein, this Deed of Trust and the lien hereof
shall remain in full force and effect as to the unsold portion of the Property
just as though no sale had been made; provided, however, that Grantor shall
never have any right to require the sale of less than the whole of the Property
but Holder shall have the right, at its sole election, to request Trustee to
sell less than the whole of the Property. Trustee may, after any request or
direction by Holder, sell not only the real property but also the Collateral and
other interests which are a part of the Property, or any part thereof, as a unit
and as a part of a single sale, or may sell any part of the Property separately
from the remainder of the Property. It shall not be necessary for Trustee to
have taken possession of any part of the Property or to have present or to
exhibit at any sale any of the Collateral. After each sale, Trustee shall make
to the purchaser or purchasers at such sale good and sufficient conveyances in
the name of Grantor, conveying the property so sold to the purchaser or
purchasers with general warranty of title of Grantor, subject to the Permitted
Encumbrances (and to such leases and other matters, if any, as Trustee may elect
upon request of Holder), and shall receive the proceeds of said sale or sales
and apply the same as herein provided. Payment of the purchase price to the
Trustee shall satisfy the obligation of purchaser at such sale therefor, and
such purchaser shall not be responsible for the application thereof. The power
of sale granted herein shall not be exhausted by any sale held hereunder by
Trustee or his substitute or successor, and such power of sale may be exercised



<PAGE>

from time to time and as many times as Holder may deem necessary until all of
the Property has been duly sold and all Secured Indebtedness has been fully
paid. In the event any sale hereunder is not completed or is defective in the
opinion of Holder, such sale shall not exhaust the power of sale hereunder and
Holder shall have the right to cause a subsequent sale or sales to be made
hereunder. Any and all statements of fact or other recitals made in any deed or
deeds or other conveyances given by Trustee or any successor or substitute
appointed hereunder as to nonpayment of the Secured Indebtedness or as to the
occurrence of any default, or as to Holder's having declared all of said
indebtedness to be due and payable, or as to the request to sell, or as to
notice of time, place and terms of sale and the properties to be sold having
been duly given, or as to the refusal, failure or inability to act of Trustee or
any substitute or successor trustee, or as to the appointment of any substitute
or successor trustee, or as to any other act or thing having been duly done by
Holder or by such Trustee, substitute or successor, shall be taken as prima
facie evidence of the truth of the facts so stated and recited. The Trustee or
his successor or substitute may appoint or delegate any one or more persons as
agent to perform any act or acts necessary or incident to any sale held by
Trustee, including the posting of notices and the conduct of sale, but in the
name and on behalf of Trustee, his successor or substitute. If Trustee or his
successor or substitute shall have given notice of sale hereunder, any successor
or substitute Trustee thereafter appointed may complete the sale and the
conveyance of the property pursuant thereto as if such notice had been given by
the successor or substitute Trustee conducting the sale.

        (d) UNIFORM COMMERCIAL CODE. Without limitation of Holder's rights of
enforcement with respect to the Collateral or any part thereof in accordance
with the procedures for foreclosure of real estate, Holder may exercise its
rights of enforcement with respect to the Collateral or any part thereof under
the UCC, as in effect from time to time (or under the Uniform Commercial Code in
force, from time to time, in any other state to the extent the same is
applicable law) and in conjunction with, in addition to or in substitution for
those rights and remedies: (1) Holder may enter upon Grantor's premises to take
possession of, assemble and collect the Collateral or, to the extent and for
those items of the Collateral permitted under applicable law, to render it
unusable; (2) Holder may require Grantor to assemble the Collateral and make it
available at a place Holder designates which is mutually convenient to allow
Holder to take possession or dispose of the Collateral; (3) written notice
mailed to Grantor as provided herein at least five (5) days prior to the date of
public sale of the Collateral or prior to the date after which private sale of
the Collateral will be made shall constitute reasonable notice; provided that,
if Holder fails to comply with this clause (3) in any respect, its liability for
such failure shall be limited to the liability (if any) imposed on it as a
matter of law under the UCC, as in effect from time to time (or under the
Uniform Commercial Code, in force from time to time, in any other state to the
extent the same is applicable law); (4) any sale made pursuant to the provisions
of this paragraph shall be deemed to have been a public sale conducted in a
commercially reasonable manner if held contemporaneously with and upon the same
notice as required for the sale of the Property under power of sale as provided
in paragraph (c) above in this SECTION 5.1; (5) in the event of a foreclosure
sale, whether made by Trustee under the terms hereof, or under judgment of a
court, the Collateral and the other Property may, at the option of Holder, be
sold as a whole; (6) it shall not be necessary that Holder take possession of
the Collateral or any part thereof prior to the time that any sale pursuant to
the provisions of this Section is conducted and it shall not be necessary that
the Collateral or any part thereof be present at the location of such sale; (7)
with respect to application of proceeds from disposition of the Collateral under
SECTION 5.2 hereof, the costs and expenses incident to disposition shall include
the reasonable expenses of retaking,


<PAGE>

holding, preparing for sale or lease, selling, leasing and the like and the
reasonable attorneys' fees and legal expenses (including, without limitation,
the allocated costs for in-house legal services) incurred by Holder; (8) any and
all statements of fact or other recitals made in any bill of sale or assignment
or other instrument evidencing any foreclosure sale hereunder as to nonpayment
of the Secured Indebtedness or as to the occurrence of any default, or as to
Holder having declared all of such indebtedness to be due and payable, or as to
notice of time, place and terms of sale and of the properties to be sold having
been duly given, or as to any other act or thing having been duly done by
Holder, shall be taken as prima facie evidence of the truth of the facts so
stated and recited; (9) Holder may appoint or delegate any one or more persons
as agent to perform any act or acts necessary or incident to any sale held by
Holder, including the sending of notices and the conduct of the sale, but in the
name and on behalf of Holder; (10) Holder may comply with any applicable state
or federal law or regulatory requirements in connection with a disposition of
the Collateral, and such compliance will not be considered to affect adversely
the commercial reasonableness of any sale of the Collateral; (11) Holder may
sell the Collateral without giving any warranties as to the Collateral, and
specifically disclaim all warranties including, without limitation, warranties
relating to title, possession, quiet enjoyment and the like, and all warranties
of quality, merchantability and fitness for a specific purpose, and this
procedure will not be considered to affect adversely the commercial
reasonableness of any sale of the Collateral; (12) Grantor acknowledges that a
private sale of the Collateral may result in less proceeds than a public sale;
and (13) Grantor acknowledges that the Collateral may be sold at a loss to
Grantor, and that, in such event, Holder shall have no liability or
responsibility to Grantor for such loss.

        (e) LAWSUITS. Holder may proceed by a suit or suits in equity or at law,
whether for collection of the indebtedness secured hereby, the specific
performance of any covenant or agreement herein contained or in aid of the
execution of any power herein granted, or for any foreclosure hereunder or for
the sale of the Property under the judgment or decree of any court or courts of
competent jurisdiction.

        (f) ENTRY ON PROPERTY. Holder is authorized, prior or subsequent to the
institution of any foreclosure proceedings, to the fullest extent permitted by
applicable law, to enter upon the Property, or any part thereof, and to take
possession of the Property and all books and records, and all recorded data of
any kind or nature, regardless of the medium of recording including, without
limitation, all software, writings, plans, specifications and schematics
relating thereto, and to exercise without interference from Grantor any and all
rights which Grantor has with respect to the management, possession, operation,
protection or preservation of the Property. Holder shall not be deemed to have
taken possession of the Property or any part thereof except upon the exercise of
its right to do so, and then only to the extent evidenced by its demand and
overt act specifically for such purpose. All costs, expenses and liabilities of
every character incurred by Holder in managing, operating, maintaining,
protecting or preserving the Property shall constitute a demand obligation of
Grantor (which obligation Grantor hereby promises to pay) to Holder pursuant to
this Deed of Trust. If necessary to obtain the possession provided for above,
Holder may invoke any and all legal remedies to dispossess Grantor. In
connection with any action taken by Holder pursuant to this Section, Holder
shall not be liable for any loss sustained by Grantor resulting from any failure
to let the Property or any part thereof, or from any act or omission of Holder
in managing the Property unless such loss is caused by the willful misconduct
and bad faith of Holder, nor shall Holder be obligated to perform or discharge
any obligation, duty or liability of Grantor arising under any lease or other
agreement relating to the Property or arising under any

<PAGE>

Permitted Encumbrance or otherwise arising. Grantor hereby assents to, ratifies
and confirms any and all actions of Holder with respect to the Property taken
under this Section.

        (g) RECEIVER. Holder shall as a matter of right be entitled to the
appointment of a receiver or receivers for all or any part of the Property
whether such receivership be incident to a proposed sale (or sales) of such
property or otherwise, and without regard to the value of the Property or the
solvency of any person or persons liable for the payment of the indebtedness
secured hereby, and Grantor does hereby irrevocably consent to the appointment
of such receiver or receivers, waives notice of such appointment, of any request
therefor or hearing in connection therewith, and any and all defenses to such
appointment, agrees not to oppose any application therefor by Holder, and agrees
that such appointment shall in no manner impair, prejudice or otherwise affect
the rights of Holder to application of Rents as provided in this Deed of Trust.
Nothing herein is to be construed to deprive Holder of any other right, remedy
or privilege it may have under the law to have a receiver appointed. Any money
advanced by Holder in connection with any such receivership shall be a demand
obligation (which obligation Grantor hereby promises to pay) owing by Grantor to
Holder pursuant to this Deed of Trust.

        (h) TERMINATION OF COMMITMENT TO LEND. Holder may terminate any
commitment or obligation to lend or disburse funds under any Loan Document or
enter into any other credit arrangement to or for the benefit of Grantor.

        (i) OTHER RIGHTS AND REMEDIES. Holder may exercise any and all other
rights and remedies which Holder may have under the Loan Documents, or at law or
in equity or otherwise.

        Section 5.2. PROCEEDS OF FORECLOSURE. The proceeds of any sale held by
Trustee or Holder or any receiver or public officer in foreclosure of the liens
and security interests evidenced hereby shall be applied in accordance with the
requirements of applicable laws and to the extent consistent therewith, FIRST,
to the payment of all necessary costs and expenses incident to such foreclosure
sale, including but not limited to all attorneys' fees and legal expenses,
advertising costs, auctioneer's fees, costs of title rundowns and lien searches,
inspection fees, appraisal costs, fees for professional services, environmental
assessment and remediation fees, all court costs and charges of every character
(not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee
acting under the provisions of paragraph (c) of SECTION 5.1 hereof if foreclosed
by power of sale as provided in said paragraph, and to the payment of the other
Secured Indebtedness, including specifically without limitation the principal,
accrued interest and attorneys' fees due and unpaid on the Note and the amounts
due and unpaid and owed to Holder under this Deed of Trust and the amounts due
and unpaid and owed to Holder (or its affiliates) under any Swap Transaction,
the order and manner of application to the items in this clause (all with
interest at the rate per annum provided in the Note FIRST to be in Holder's sole
discretion; and SECOND, the remainder, if any there shall be, shall be paid to
Grantor, or to Grantor's heirs, devisees, representatives, successors or
assigns, or such other persons (including the holder or beneficiary of any
inferior lien) as may be entitled thereto by law; provided, however, that if
Holder is uncertain which person or persons are so entitled, Holder may
interplead such remainder in any court of competent jurisdiction, and the amount
of any attorneys' fees, court costs and expenses incurred in such action shall
be a part of the Secured Indebtedness and shall be reimbursable (without
limitation) from such remainder.


<PAGE>


        Section 5.3. HOLDER AS PURCHASER. Holder shall have the right to become
the purchaser at any sale held by Trustee or substitute or successor or by any
receiver or public officer or at any public sale, and Holder shall have the
right to credit upon the amount of Holder's successful bid, to the extent
necessary to satisfy such bid, all or any part of the Secured Indebtedness in
such manner and order as Holder may elect.

        Section 5.4. FORECLOSURE AS TO MATURED DEBT. Upon the occurrence of a
default, Holder shall have the right to proceed with foreclosure (judicial or
nonjudicial) of the liens and security interests hereunder without declaring the
entire Secured Indebtedness due, and in such event any such foreclosure sale may
be made subject to the unmatured part of the Secured Indebtedness; and any such
sale shall not in any manner affect the unmatured part of the Secured
Indebtedness, but as to such unmatured part this Deed of Trust shall remain in
full force and effect just as though no sale had been made. The proceeds of such
sale shall be applied as provided in SECTION 5.2 hereof except that the amount
paid under clause FIRST thereof shall be only the matured portion of the Secured
Indebtedness and any proceeds of such sale in excess of those provided for in
clause FIRST (modified as provided above) shall be applied to the prepayment
(without penalty) of any other Secured Indebtedness in such manner and order and
to such extent as Holder deems advisable, and the remainder, if any, shall be
applied as provided in clause SECOND of SECTION 5.2 hereof. Several sales may be
made hereunder without exhausting the right of sale for any unmatured part of
the Secured Indebtedness.

        Section 5.5. REMEDIES CUMULATIVE. All rights and remedies provided for
herein and in any other Loan Document are cumulative of each other and of any
and all other rights and remedies existing at law or in equity, and Trustee and
Holder shall, in addition to the rights and remedies provided herein or in any
other Loan Document, be entitled to avail themselves of all such other rights
and remedies as may now or hereafter exist at law or in equity for the
collection of the Secured Indebtedness and the enforcement of the covenants
herein and the foreclosure of the liens and security interests evidenced hereby,
and the resort to any right or remedy provided for hereunder or under any such
other Loan Document or provided for by law or in equity shall not prevent the
concurrent or subsequent employment of any other appropriate right or rights or
remedy or remedies.

        Section 5.6. DISCRETION AS TO SECURITY. Holder may resort to any
security given by this Deed of Trust or to any other security now existing or
hereafter given to secure the payment of the Secured Indebtedness, in whole or
in part, and in such portions and in such order as may seem best to Holder in
its sole and uncontrolled discretion, and any such action shall not in anywise
be considered as a waiver of any of the rights, benefits, liens or security
interests evidenced by this Deed of Trust.

        Section 5.7. GRANTOR'S WAIVER OF CERTAIN RIGHTS. To the full extent
Grantor may do so, Grantor agrees that Grantor will not at any time insist upon,
plead, claim or take the benefit or advantage of any law now or hereafter in
force providing for any appraisement, valuation, stay, extension or redemption,
homestead, moratorium, reinstatement, marshaling or forbearance, and Grantor,
for Grantor, Grantor's heirs, devisees, representatives, successors and assigns,
and for any and all persons ever claiming any interest in the Property, to the
extent permitted by applicable law, hereby waives and releases all rights of
redemption, valuation, appraisement, stay of execution, notice of intention to
mature or declare due the whole of the Secured Indebtedness,


<PAGE>

notice of election to mature or declare due the whole of the Secured
Indebtedness and all rights to a marshaling of assets of Grantor, including the
Property, or to a sale in inverse order of alienation in the event of
foreclosure of the liens and/or security interests hereby created. Grantor shall
not have or assert any right under any statute or rule of law pertaining to the
marshaling of assets, sale in inverse order of alienation, the exemption of
homestead, the administration of estates of decedents, or other matters
whatsoever to defeat, reduce or affect the right of Holder under the terms of
this Deed of Trust to a sale of the Property for the collection of the Secured
Indebtedness without any prior or different resort for collection, or the right
of Holder under the terms of this Deed of Trust to the payment of the Secured
Indebtedness out of the proceeds of sale of the Property in preference to every
other claimant whatsoever. Grantor waives any right or remedy which Grantor may
have or be able to assert pursuant to any provision of any statute or rule of
law, including Chapter 34 of the Texas Business and Commerce Code, pertaining to
the rights and remedies of sureties. If any law referred to in this Section and
now in force, of which Grantor or Grantor's heirs, devisees, representatives,
successors or assigns or any other persons claiming any interest in the Property
might take advantage despite this Section, shall hereafter be repealed or cease
to be in force, such law shall not thereafter be deemed to preclude the
application of this Section.

        Section 5.8. DELIVERY OF POSSESSION AFTER FORECLOSURE. In the event
there is a foreclosure sale hereunder and at the time of such sale, Grantor or
Grantor's heirs, devisees, representatives, or successors as owners of the
Property are occupying or using the Property, or any part thereof, each and all
shall immediately become the tenant of the purchaser at such sale, which tenancy
shall be a tenancy from day to day, terminable at the will of purchaser, at a
reasonable rental per day based upon the value of the property occupied, such
rental to be due daily to the purchaser; and to the extent permitted by
applicable law, the purchaser at such sale shall, notwithstanding any language
herein apparently to the contrary, have the sole option to demand immediate
possession following the sale or to permit the occupants to remain as tenants at
will. After such foreclosure, any Leases to tenants or subtenants that are
subject to this Deed of Trust (either by their date, their express terms, or by
agreement of the tenant or subtenant) shall, at the sole option of Holder or any
purchaser at such sale, either (i) continue in full force and effect, and the
tenant(s) or subtenant(s) thereunder will, upon request, attorn to and
acknowledge in writing to the purchaser or purchasers at such sale or sales as
landlord thereunder, or (ii) upon notice to such effect from Holder, the
Trustees or any purchaser or purchasers, terminate within thirty (30) days from
the date of sale. In the event the tenant fails to surrender possession of the
Property upon demand, the purchaser shall be entitled to institute and maintain
a summary action for possession of the Property (such as an action for forcible
detainer) in any court having jurisdiction.

        Section 5.9. EFFECTIVE AS DEED OF TRUST. This instrument shall be
effective as a mortgage as well as a Deed of Trust and upon the occurrence of a
default may be foreclosed as to any of the Property in any manner permitted by
applicable law, and any foreclosure suit may be brought by Trustee or by Holder;
and to the extent, if any, required to cause this instrument to be so effective
as a mortgage as well as a Deed of Trust, Grantor hereby mortgages the Property
to Holder. In the event a foreclosure hereunder shall be commenced by Trustee,
or his substitute or successor, Holder may at any time before the sale of the
Property direct Trustee to abandon the sale, and may then institute suit for the
collection of the Note and/or any other secured indebtedness, and for the
foreclosure of this Deed of Trust. It is agreed that if Holder should institute
a suit for the collection of the Note or any other secured indebtedness and for
the foreclosure of this Deed of


<PAGE>

Trust, Holder may at any time before the entry of a final judgment in said suit
dismiss the same, and require Trustee, his substitute or successor to sell the
Property in accordance with the provisions of this Deed of Trust.

                                    ARTICLE 6
                                  MISCELLANEOUS
                                  -------------

        Section 6.1. SCOPE OF DEED OF TRUST. This Deed of Trust is a deed of
trust and mortgage of both real and personal property, a security agreement, an
assignment of rents and leases, a financing statement and fixture filing and a
collateral assignment, and also covers proceeds and fixtures.

        Section 6.2. EFFECTIVE AS A FINANCING STATEMENT. This Deed of Trust
shall be effective as a financing statement filed as a fixture filing with
respect to all fixtures included within the Property and is to be filed for
record in the real estate records of each county where any part of the Property
(including said fixtures) is situated. This Deed of Trust shall also be
effective as a financing statement covering as-extracted collateral (including
oil and gas), timber, accounts and general intangibles under the UCC, as, in
effect from time to time, and the Uniform Commercial Code, as in effect from
time to time, in any other state where the Property is situated which will be
financed at the wellhead or minehead of the wells or mines located on the
Property and is to be filed for record in the real estate records of each county
where any part of the Property is situated. This Deed of Trust shall also be
effective as a financing statement covering any other Property and may be filed
in any other appropriate filing or recording office. The mailing address of
Grantor and the Holder are set forth at the end of this Deed of Trust. A carbon,
photographic or other reproduction of this Deed of Trust or of any financing
statement relating to this Deed of Trust shall be sufficient as a financing
statement for any of the purposes referred to in this Section.

        Section 6.3. NOTICE TO ACCOUNT DEBTORS. In addition to the rights
granted elsewhere in this Deed of Trust, Holder may at any time notify the
account debtors or obligors of any accounts, chattel paper, general intangibles,
negotiable instruments or other evidences of indebtedness included in the
Collateral to pay Holder directly.

        Section 6.4. WAIVER BY HOLDER. Holder may at any time and from time to
time by a specific writing intended for the purpose: (a) waive compliance by
Grantor with any covenant herein made by Grantor to the extent and in the manner
specified in such writing; (b) consent to Grantor's doing any act which
hereunder Grantor is prohibited from doing, or to Grantor's failing to do any
act which hereunder Grantor is required to do, to the extent and in the manner
specified in such writing; (c) release any part of the Property or any interest
therein from the lien and security interest of this Deed of Trust, without the
joinder of Trustee; or (d) release any party liable, either directly or
indirectly, for the Secured Indebtedness or for any covenant herein or in any
other Loan Document, without impairing or releasing the liability of any other
party. No such act shall in any way affect the rights or powers of Holder or
Trustee hereunder except to the extent specifically agreed to by Holder in such
writing.

        Section 6.5. NO IMPAIRMENT OF SECURITY. The lien, security interest and
other security rights of Holder hereunder or under any other Loan Document shall
not be impaired by any


<PAGE>

indulgence, moratorium or release granted by Holder including, but not limited
to, any renewal, extension or modification which Holder may grant with respect
to any Secured Indebtedness, or any surrender, compromise, release, renewal,
extension, exchange or substitution which Holder may grant in respect of the
Property, or any part thereof or any interest therein, or any release or
indulgence granted to any endorser, guarantor or surety of any Secured
Indebtedness. The taking of additional security by Holder shall not release or
impair the lien, security interest or other security rights of Holder hereunder
or affect the liability of Grantor or of any endorser, guarantor or surety, or
improve the right of any junior lienholder in the Property (without implying
hereby Holder's consent to any junior lien).

        Section 6.6. ACTS NOT CONSTITUTING WAIVER BY HOLDER. Holder may waive
any default without waiving any other prior or subsequent default. Holder may
remedy any default without waiving the default remedied. Neither failure by
Holder to exercise, nor delay by Holder in exercising, nor discontinuance of the
exercise of any right, power or remedy (including but not limited to the right
to accelerate the maturity of the Secured Indebtedness or any part thereof) upon
or after any default shall be construed as a waiver of such default or as a
waiver of the right to exercise any such right, power or remedy at a later date.
No single or partial exercise by Holder of any right, power or remedy hereunder
shall exhaust the same or shall preclude any other or further exercise thereof,
and every such right, power or remedy hereunder may be exercised at any time and
from time to time. No modification or waiver of any provision hereof nor consent
to any departure by Grantor therefrom shall in any event be effective unless the
same shall be in writing and signed by Holder and then such waiver or consent
shall be effective only in the specific instance, for the purpose for which
given and to the extent therein specified. No notice to nor demand on Grantor in
any case shall of itself entitle Grantor to any other or further notice or
demand in similar or other circumstances. Remittances in payment of any part of
the Secured Indebtedness other than in the required amount in immediately
available U.S. funds shall not, regardless of any receipt or credit issued
therefor, constitute payment until the required amount is actually received by
Holder in immediately available U.S. funds and shall be made and accepted
subject to the condition that any check or draft may be handled for collection
in accordance with the practice of the collecting bank or banks. Acceptance by
Holder of any payment in an amount less than the amount then due on any Secured
Indebtedness shall be deemed an acceptance on account only and shall not in any
way excuse the existence of a default hereunder notwithstanding any notation on
or accompanying such partial payment to the contrary.

        Section 6.7. GRANTOR'S SUCCESSORS. If the ownership of the Property or
any part thereof becomes vested in a person other than Grantor, Holder may,
without notice to Grantor, deal with such successor or successors in interest
with reference to this Deed of Trust and to the Secured Indebtedness in the same
manner as with Grantor, without in any way vitiating or discharging Grantor's
liability hereunder or for the payment of the indebtedness or performance of the
obligations secured hereby. No transfer of the Property, no forbearance on the
part of Holder, and no extension of the time for the payment of the Secured
Indebtedness given by Holder shall operate to release, discharge, modify, change
or affect, in whole or in part, the liability of Grantor hereunder for the
payment of the indebtedness or performance of the obligations secured hereby or
the liability of any other person hereunder for the payment of the indebtedness
secured hereby. Each Grantor agrees that it shall be bound by any modification
of this Deed of Trust or any of the other Loan Documents made by Holder and any
subsequent owner of the Property, with or without notice to such Grantor, and no
such modifications shall impair the obligations of such


<PAGE>

Grantor under this Deed of Trust or any other Loan Document. Nothing in this
Section or elsewhere in this Deed of Trust shall be construed to imply Holder's
consent to any transfer of the Property.

        Section 6.8. PLACE OF PAYMENT; FORUM; WAIVER OF JURY TRIAL. All Secured
Indebtedness which may be owing hereunder at any time by Grantor shall be
payable at the place designated in the Note (or if no such designation is made,
at the address of Holder indicated at the end of this Deed of Trust). Grantor
hereby irrevocably submits generally and unconditionally for itself and in
respect of its property to the non-exclusive jurisdiction of any State court, or
any United States federal court, sitting in Dallas County, Texas, over any suit,
action or proceeding arising out of or relating to this Deed of Trust or the
Secured Indebtedness. Grantor hereby irrevocably waives, to the fullest extent
permitted by law, any objection that Grantor may now or hereafter have to the
laying of venue in any such court and any claim that any such court is an
inconvenient forum. Grantor hereby agrees and consents that, in addition to any
methods of service of process provided for under applicable law, all service of
process in any such suit, action or proceeding in any State court in which the
Property is located, or any United States federal court, sitting in the State in
which the Secured Indebtedness is payable may be made by certified or registered
mail, return receipt requested, directed to Grantor at its address stated at the
end of this Deed of Trust, or at a subsequent address of Grantor of which Holder
received actual notice from Grantor in accordance with this Deed of Trust, and
service so made shall be complete five (5) days after the same shall have been
so mailed. Nothing herein shall affect the right of Lender to serve process in
any manner permitted by law or limit the right of Lender to bring proceedings
against Grantor in any other court or jurisdiction. TO THE FULLEST EXTENT
PERMITTED BY LAW, GRANTOR WAIVES THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH
ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS DEED OF
TRUST OR ANY OTHER LOAN DOCUMENT.

        Section 6.9. SUBROGATION TO EXISTING LIENS; VENDOR'S/PURCHASE MONEY
LIEN. To the extent that proceeds of the Note are used to pay indebtedness
secured by any outstanding lien, security interest, charge or prior encumbrance
against the Property, such proceeds have been advanced by Holder at Grantor's
request, and Holder shall be subrogated to any and all rights, security
interests and liens owned by any owner or holder of such outstanding liens,
security interests, charges or encumbrances, however remote, irrespective of
whether said liens, security interests, charges or encumbrances are released,
and all of the same are recognized as valid and subsisting and are renewed and
continued and merged herein to secure the Secured Indebtedness, but the terms
and provisions of this Deed of Trust shall govern and control the manner and
terms of enforcement of the liens, security interests, charges and encumbrances
to which Holder is subrogated hereunder. It is expressly understood that, in
consideration of the payment of such indebtedness by Holder, Grantor hereby
waives and releases all demands and causes of action for offsets and payments in
connection with the said indebtedness. If all or any portion of the proceeds of
the loan evidenced by the Note or of any other secured indebtedness has been
advanced for the purpose of paying the purchase price for all or a part of the
Property, no vendor's or purchase money lien is waived; and Holder shall have,
and is hereby granted, a vendor's or purchase money lien on the Property as
cumulative additional security for the secured indebtedness. Holder may
foreclose under this Deed of Trust or under the vendor's or purchase money lien
without waiving the other or may foreclose under both.


<PAGE>

        Section 6.10. APPLICATION OF PAYMENTS TO CERTAIN INDEBTEDNESS. If any
part of the Secured Indebtedness cannot be lawfully secured by this Deed of
Trust or if any part of the Property cannot be lawfully subject to the lien and
security interest hereof to the full extent of such indebtedness, then all
payments made shall be applied on said indebtedness first in discharge of that
portion thereof which is not secured by this Deed of Trust.

        Section 6.11. NATURE OF LOAN; COMPLIANCE WITH USURY LAWS. The loan
evidenced by the Note is being made solely for the purpose of carrying on or
acquiring a business or commercial enterprise. It is the intent of Grantor and
Holder and all other parties to the Loan Documents to conform to and contract in
strict compliance with applicable usury law from time to time in effect. All
agreements between Holder and Grantor (or any other party liable with respect to
any indebtedness under the Loan Documents) are hereby limited by the provisions
of this Section which shall override and control all such agreements, whether
now existing or hereafter arising. In no way, nor in any event or contingency
(including but not limited to prepayment, default, demand for payment, or
acceleration of the maturity of any obligation), shall the interest taken,
reserved, contracted for, charged, chargeable, or received under this Deed of
Trust, the Note or any other Loan Document or otherwise, exceed the maximum
nonusurious amount permitted by applicable law (the "MAXIMUM AMOUNT"). If, from
any possible construction of any document, interest would otherwise be payable
in excess of the Maximum Amount, any such construction shall be subject to the
provisions of this Section and such document shall ipso facto be automatically
reformed and the interest payable shall be automatically reduced to the Maximum
Amount, without the necessity of execution of any amendment or new document. If
Holder shall ever receive anything of value which is characterized as interest
under applicable law and which would apart from this provision be in excess of
the Maximum Amount, an amount equal to the amount which would have been
excessive interest shall, without penalty, be applied to the reduction of the
principal amount owing on the Secured Indebtedness in the inverse order of its
maturity and not to the payment of interest, or refunded to Grantor or the other
payor thereof if and to the extent such amount which would have been excessive
exceeds such unpaid principal. The right to accelerate maturity of the Note or
any other Secured Indebtedness does not include the right to accelerate any
interest which has not otherwise accrued on the date of such acceleration, and
Holder does not intend to charge or receive any unearned interest in the event
of acceleration. All interest paid or agreed to be paid to Holder shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full stated term (including any renewal or extension) of such
indebtedness so that the amount of interest on account of such indebtedness does
not exceed the Maximum Amount. As used in this Section, the term "APPLICABLE
LAW" shall mean the laws of the State where the Property is located or where the
Secured Indebtedness is payable, or the federal laws of the United States
applicable to this transaction, whichever laws allow the greatest interest, as
such laws now exist or may be changed or amended or come into effect in the
future.

        Section 6.12. RELEASES. If all of the Secured Indebtedness be paid as
the same becomes due and payable and all of the covenants, warranties,
undertakings and agreements made in this Deed of Trust are kept and performed,
and all Swap Transactions and all other obligations, if any, of Holder for
further advances have been terminated, then, and in that event only, all rights
under this Deed of Trust shall terminate (except to the extent expressly
provided herein with respect to indemnifications, representations and warranties
and other rights which are to continue following the release hereof) and the
Property shall become wholly clear of the liens, security interests,


<PAGE>

conveyances and assignments evidenced hereby, and such liens and security
interests shall be released by Holder in due form at Grantor's cost. Without
limitation, all provisions herein for indemnity of Holder or Trustee shall
survive discharge of the Secured Indebtedness, the termination of any and all
Swap Transactions and any foreclosure, release or termination of this Deed of
Trust.

        Section 6.13. NOTICES. All notices, requests, consents, demands and
other communications required or which any party desires to give hereunder or
under any other Loan Document shall be in writing and, unless otherwise
specifically provided in such other Loan Document, shall be deemed sufficiently
given or furnished if delivered by personal delivery, by nationally recognized
overnight courier service, or by registered or certified United States mail,
postage prepaid, addressed to the party to whom directed at the addresses
specified in this Deed of Trust (unless changed by similar notice in writing
given by the particular party whose address is to be changed) or by facsimile.
Any such notice or communication shall be deemed to have been given either at
the time of personal delivery or, in the case of courier or mail, as of the date
of first attempted delivery at the address and in the manner provided herein,
or, in the case of facsimile, upon receipt; provided that, service of a notice
required by Texas Property Code Section 51.002, as amended, shall be considered
complete when the requirements of that statute are met. Notwithstanding the
foregoing, no notice of change of address shall be effective except upon
receipt. This Section shall not be construed in any way to affect or impair any
waiver of notice or demand provided in any Loan Document or to require giving of
notice or demand to or upon any person in any situation or for any reason.

        Section 6.14. INVALIDITY OF CERTAIN PROVISIONS. A determination that any
provision of this Deed of Trust is unenforceable or invalid shall not affect the
enforceability or validity of any other provision and the determination that the
application of any provision of this Deed of Trust to any person or circumstance
is illegal or unenforceable shall not affect the enforceability or validity of
such provision as it may apply to other persons or circumstances.

        Section 6.15. GENDER; TITLES; CONSTRUCTION. Within this Deed of Trust,
words of any gender shall be held and construed to include any other gender, and
words in the singular number shall be held and construed to include the plural,
unless the context otherwise requires. Titles appearing at the beginning of any
subdivisions hereof are for convenience only, do not constitute any part of such
subdivisions, and shall be disregarded in construing the language contained in
such subdivisions. The use of the words "herein," "hereof," "hereunder" and
other similar compounds of the word "here" shall refer to this entire Deed of
Trust and not to any particular Article, Section, paragraph or provision. The
term "person" and words importing persons as used in this Deed of Trust shall
include firms, associations, partnerships (including limited partnerships),
joint ventures, trusts, corporations, limited liability companies and other
legal entities, including public or governmental bodies, agencies or
instrumentalities, as well as natural persons.

        Section 6.16. REPORTING COMPLIANCE. Grantor agrees to comply with any
and all reporting requirements applicable to the transaction evidenced by the
Note and secured by this Deed of Trust which are set forth in any law, statute,
ordinance, rule, regulation, order or determination of any governmental
authority, including but not limited to The International Investment Survey Act
of 1976, The Agricultural Foreign Investment Disclosure Act of 1978,


<PAGE>

The Foreign Investment in Real Property Tax Act of 1980 and the Tax Reform Act
of 1984 and further agrees upon request of Holder to furnish Holder with
evidence of such compliance.

        Section 6.17. HOLDER'S CONSENT. Except where otherwise expressly
provided herein, in any instance hereunder where the approval, consent or the
exercise of judgment of Holder is required or requested, (a) the granting or
denial of such approval or consent and the exercise of such judgment shall be
within the sole discretion of Holder, and Holder shall not, for any reason or to
any extent, be required to grant such approval or consent or exercise such
judgment in any particular manner, regardless of the reasonableness of either
the request or Holder's judgment, and (b) no approval or consent of Holder shall
be deemed to have been given except by a specific writing intended for the
purpose and executed by an authorized representative of Holder.

        Section 6.18. GRANTOR. Unless the context clearly indicates otherwise,
as used in this Deed of Trust, "Grantor" means the grantors named in Section 1.1
hereof or any of them. The obligations of Grantor hereunder shall be joint and
several. If any Grantor, or any signatory who signs on behalf of any Grantor, is
a corporation, partnership or other legal entity, Grantor and any such
signatory, and the person or persons signing for it, represent and warrant to
Holder that this instrument is executed, acknowledged and delivered by Grantor's
duly authorized representatives. If Grantor is an individual, no power of
attorney granted by Grantor herein shall terminate on Grantor's disability.

        Section 6.19. EXECUTION; RECORDING. This Deed of Trust has been executed
in several counterparts, all of which are identical, and all of which
counterparts together shall constitute one and the same instrument. The date or
dates reflected in the acknowledgments hereto indicate the date or dates of
actual execution of this Deed of Trust, but such execution is as of the date
shown on the first page hereof, and for purposes of identification and reference
the date of this Deed of Trust shall be deemed to be the date reflected on the
first page hereof. Grantor will cause this Deed of Trust and all amendments and
supplements thereto and substitutions therefor and all financing statements and
continuation statements relating thereto to be recorded, filed, re-recorded and
refiled in such manner and in such places as Trustee or Holder shall reasonably
request and will pay all such recording, filing, re-recording and refiling
taxes, fees and other charges.

        Section 6.20. SUCCESSORS AND ASSIGNS. The terms, provisions, covenants
and conditions hereof shall be binding upon Grantor, and the heirs, devisees,
representatives, successors and assigns of Grantor, and shall inure to the
benefit of Trustee and Holder and shall constitute covenants running with the
Land. All references in this Deed of Trust to Grantor shall be deemed to include
all such heirs, devisees, representatives, successors and assigns of Grantor.

        Section 6.21. MODIFICATION OR TERMINATION. The Loan Documents may only
be modified or terminated by a written instrument or instruments intended for
that purpose and executed by the party against which enforcement of the
modification or termination is asserted. Any alleged modification or termination
which is not so documented shall not be effective as to any party.

        Section 6.22. NO PARTNERSHIP, ETC.. The relationship between Holder and
Grantor is solely that of lender and borrower. Holder has no fiduciary or other
special relationship with Grantor. Nothing contained in the Loan Documents is
intended to create any partnership, joint


<PAGE>

venture, association or special relationship between Grantor and Holder or in
any way make Holder a co-principal with Grantor with reference to the Property.
All agreed contractual duties between or among Holder, Trustee and Grantor are
set forth herein and in the other Loan Documents and any additional implied
covenants or duties are hereby disclaimed. Any inferences to the contrary of any
of the foregoing are hereby expressly negated.

        Section 6.23. APPLICABLE LAW. THIS DEED OF TRUST, AND ITS VALIDITY,
ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED
AND ENFORCED IN ACCORDANCE WITH AND PURSUANT TO THE LAWS OF THE STATE OF TEXAS
(WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES
FEDERAL LAW, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND
EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE WHERE THE PROPERTY IS LOCATED ARE GOVERNED BY THE LAWS OF
SUCH OTHER JURISDICTION.

        Section 6.24. CONSTRUCTION DEED OF TRUST. This Deed of Trust constitutes
a "construction mortgage" as defined in Section 9.334 of the UCC to the extent
that it secures an obligation incurred for the construction of the Improvements,
including the acquisition cost of the Land.

        Section 6.25. ENTIRE AGREEMENT. The Loan Documents constitute the entire
understanding and agreement between Grantor and Holder with respect to the
transactions arising in connection with the Secured Indebtedness and supersede
all prior written or oral understandings and agreements between Grantor and
Holder with respect to the matters addressed in the Loan Documents. Grantor
hereby acknowledges that, except as incorporated in writing in the Loan
Documents, there are not, and were not, and no persons are or were authorized by
Holder to make, any representations, understandings, stipulations, agreements or
promises, oral or written, with respect to the matters addressed in the Loan
Documents.

        Section 6.26. SUBSTITUTE TRUSTEE. The Trustee may resign by an
instrument in writing addressed to Holder, or Trustee may be removed at any time
with or without cause by an instrument in writing executed by Holder. In case of
the death, resignation, removal, or disqualification of Trustee, or if for any
reason Holder shall deem it desirable to appoint a substitute or successor
trustee to act instead of the herein named trustee or any substitute or
successor trustee, then Holder shall have the right and is hereby authorized and
empowered to appoint a successor trustee(s), or a substitute trustee(s), without
other formality than appointment and designation in writing executed by Holder
and the authority hereby conferred shall extend to the appointment of other
successor and substitute trustees successively until the Secured Indebtedness
has been paid in full, or until the Property is fully and finally sold
hereunder. If Holder is a corporation or association and such appointment is
executed on its behalf by an officer of such corporation or association, such
appointment shall be conclusively presumed to be executed with authority and
shall be valid and sufficient without proof of any action by the board of
directors or any superior officer of the corporation or association. Upon the
making of any such appointment and designation, all of the estate and title of
Trustee in the Property shall vest in the named successor or substitute
Trustee(s) and he shall thereupon succeed to, and shall hold, possess and
execute, all the rights, powers, privileges, immunities and duties herein
conferred upon Trustee. All references herein to "Trustee" shall be deemed to
refer to Trustee (including


<PAGE>

any successor(s) or substitute(s) appointed and designated as herein provided)
from time to time acting hereunder.

        Section 6.27. NO LIABILITY OF TRUSTEE. The Trustee shall not be liable
for any error of judgment or act done by Trustee in good faith, or be otherwise
responsible or accountable under any circumstances whatsoever (INCLUDING
TRUSTEE'S NEGLIGENCE), except for Trustee's gross negligence or willful
misconduct. The Trustee shall have the right to rely on any instrument, document
or signature authorizing or supporting any action taken or proposed to be taken
by him hereunder, believed by him in good faith to be genuine. All moneys
received by Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be segregated
in any manner from any other moneys (except to the extent required by law), and
Trustee shall be under no liability for interest on any moneys received by him
hereunder. Grantor hereby ratifies and confirms any and all acts which the
herein named Trustee or his successor or successors, substitute or substitutes,
in this trust, shall do lawfully by virtue hereof. Grantor will reimburse
Trustee for, and save him harmless against, any and all liability and expenses
which may be incurred by him in the performance of his duties. The foregoing
indemnity shall not terminate upon discharge of the Secured Indebtedness or
foreclosure, or release or other termination, of this Deed of Trust.

         THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


<PAGE>



         IN WITNESS WHEREOF, Grantor has executed this instrument is executed by
Grantor as of the date first written on page 1 hereof.

Grantor's Address for Notices:              GRANTOR:
                                            -------

c/o Behringer Harvard Funds                 BEHRINGER HARVARD 4245 CENTRAL LP,
1323 North Stemmons Freeway                 a Texas limited partnership
Suite 200

Dallas, TX 75207                            By:   Behringer Harvard 4245 Central
                                                  GP, LLC, a Texas limited
                                                  liability company, its general
                                                  partner

                                                  By:___________________________
                                                  Name:    Robert M. Behringer
                                                  Title:   President

STATE OF TEXAS             ss.
                           ss.
COUNTY OF DALLAS           ss.

This instrument was acknowledged before me on August _____, 2004, by Robert M.
Behringer, President of Behringer Harvard 4245 Central GP LLC, a Texas limited
liability company, general partner of Behringer Harvard 4245 Central LP, a Texas
limited partnership, on behalf of such company and partnerships.


                                               _________________________________
                                               Printed Name: ___________________
                                               Notary Public, State of Texas