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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.

PLEASE RECORD AND RETURN TO:
McManemin & Smith, P.C.
600 N. Pearl Street, Suite 1600
Dallas, Texas 75201
ATTN:  Mark C. McElree
Loan No. 62-5026661

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

        THIS DEED OF TRUST AND ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING (as the same may from time to time hereafter be
modified, extended, supplemented or amended, "DEED OF TRUST") is made as of
October 4, 2004, by BEHRINGER HARVARD 1221 COIT LP, a Texas limited partnership,
having its principal place of business and post office address at 15601 Dallas
Parkway, Suite 600, Addison, Texas 75001, Attn: Gerald J. Reihsen, III, as
grantor ("GRANTOR") in favor of MARK C. McELREE, having an address at c/o
McManemin & Smith, P.C., 600 N. Pearl Street, Suite 1600, Dallas, Texas 75201,
as trustee ("TRUSTEE"), and WASHINGTON MUTUAL BANK, FA, having an address at
6011 Connection Drive, Suite 600, Irving, Texas 75019, ATTN: Francisca V.
Wilson, as beneficiary ("BENEFICIARY").

                                   WITNESSETH:

        Grantor is justly indebted to Beneficiary for money borrowed (the
"LOAN") in the original principal sum of SIX MILLION AND NO/100 DOLLARS (U.S.
$6,000,000.00) evidenced by Grantor's secured promissory note of even date
herewith, made payable and delivered to Beneficiary (as may be modified,
amended, supplemented, extended or consolidated in writing and any note(s)
issued in exchange therefor or replacement thereof, the "NOTE"). The Loan
together with all accrued interest thereon, interest accrued at the Default Rate
(if any), Late Charges (if any), the Make Whole Premium (if any), all other
obligations and liabilities due or to become due to Beneficiary pursuant to the
Loan Documents, all other amounts, sums and expenses paid by or payable to
Beneficiary pursuant to the Loan Documents, and together with all covenants and
obligations to be performed pursuant to the Loan Documents is referred to herein
collectively as the "INDEBTEDNESS." The Note shall be due and payable on the
Maturity Date. All of the terms and conditions of the Note and the Loan
Agreement are hereby incorporated by reference as though set forth at length
herein. Capitalized terms used herein and not otherwise defined shall have those
meanings given to them in the Loan Agreement of even date herewith by and
between Grantor and Beneficiary (as may be modified, amended, supplemented or
extended, the "LOAN AGREEMENT") or the other Loan Documents, as applicable.

                            ARTICLE I. DEED OF TRUST

        1.1     GRANT. NOW, THEREFORE, to secure the payment of the Indebtedness
in accordance with the terms and conditions of the Loan Documents, and all
extensions, modifications and renewals thereof and the performance of the
covenants and agreements contained therein, and also to secure the payment of
any and all other Indebtedness, direct or contingent, that may now or hereafter
become owing from Grantor to Beneficiary in connection with the Loan Documents
(provided, however, that notwithstanding anything contained herein or in the
other Loan Documents to the contrary, the Guaranty, if any, and all obligations
of Guarantor arising under it shall not be secured in any manner whatsoever, by
this Deed of Trust or by any lien encumbering the Premises), and in
consideration of the Loan in hand paid, receipt of which is hereby acknowledged,
Grantor does by these presents convey, assign, give, grant, bargain, and sell
unto Trustee, its successors and assigns forever, in trust for the benefit of
Beneficiary, with power of sale and right of entry and possession, that certain
real estate, and all of Grantor's estate therein, located in the county of
Collin, State of Texas, more particularly described in EXHIBIT A attached

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hereto and made a part hereof (the "LAND"), which Land, together with the
following described property, rights and interests, which Grantor now has or may
hereafter acquire, is collectively referred to herein as the "PREMISES":

        a.      Together with Grantor's interest as lessor in and to all Leases
                and all Rents, which are pledged primarily and on a parity with
                the Land and not secondarily.

        b.      Together with all and singular the tenements, hereditaments,
                easements, appurtenances, passages, waters, water courses,
                riparian rights, sewer rights, rights in trade names, licenses,
                permits and contracts, and all other rights, liberties and
                privileges of any kind or character in any way now or hereafter
                appertaining to the Land or any improvements thereon, including
                but not limited to, homestead and any other claim at law or in
                equity as well as any after-acquired title, franchise or license
                and the reversion and reversions and remainder and remainders
                thereof.

        c.      Together with the right in the case of foreclosure hereunder of
                the encumbered property for Beneficiary to take and use the name
                by which the buildings and all other improvements situated on
                the Premises are commonly known and the right to manage and
                operate the said buildings under any such name and variants
                thereof.

        d.      Together with all right, title and interest of Grantor in any
                and all buildings and improvements of every kind and description
                now or hereafter erected or placed on the said Land and all
                materials intended for construction, reconstruction, alteration
                and repairs of such buildings and improvements now or hereafter
                erected thereon, all of which materials shall be deemed to be
                included within the Premises immediately upon the delivery
                thereof to the Premises or upon any earlier acquisition thereof
                by Grantor, and all fixtures now or hereafter owned by Grantor
                and attached to or contained in and used or acquired for use in
                connection with the Premises including, but not limited to, all
                machinery, motors, elevators, fittings, radiators, awnings,
                shades, screens, and all plumbing, heating, lighting,
                ventilating, refrigerating, incinerating, air-conditioning and
                sprinkler equipment and fixtures and appurtenances thereto; and
                all items of furniture, furnishings, equipment and personal
                property owned by Grantor used or useful in the operation of the
                Premises; and all renewals or replacements of all of the
                aforesaid property owned by Grantor or articles in substitution
                therefor, whether or not the same are or shall be attached to
                said buildings or improvements in any manner (collectively, the
                "IMPROVEMENTS"); it being mutually ------------ agreed, intended
                and declared that all the aforesaid property owned by Grantor
                and placed by it on the Land or used or acquired for use in
                connection with the operation or maintenance of the Premises
                shall, so far as permitted by law, be deemed to form a part and
                parcel of the Land and for the purpose of this Deed of Trust to
                be Land and covered by this Deed of Trust, and as to any of the
                property aforesaid which does not form a part and parcel of the
                Land or does not constitute a "fixture" (as such term is defined
                in the UCC) this Deed of Trust is hereby deemed to be, as well,
                a security agreement under the UCC for the purpose of creating
                hereby a security interest in such property which Grantor hereby
                grants to Beneficiary as secured party.

        e.      Together with all right, title and interest of Grantor, now or
                hereafter acquired, in and to any and all strips and gores of
                land adjacent to and used in connection with the Land and all
                right, title and interest of Grantor, now owned or hereafter
                acquired, in, to, over and under the ways, streets, sidewalks
                and alleys adjoining the Land.

        f.      Together with all additions and accretions to the property
                described above.

        g.      Together with all licenses, authorizations, certificates,
                variances, consents, approvals and other permits now or
                hereafter pertaining to the Land or any improvements thereon and
                all estate, right, title and interest of Grantor in, to, under
                or derived from all tradenames or business names relating to the
                Land or any improvements thereon or the present or future
                development, construction, operation or use of the Land or any
                improvements thereon.

        h.      Together with the Collateral (as hereinafter defined).

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        i.      Together with all proceeds of any of the foregoing.

TO HAVE AND TO HOLD the same unto Trustee, its successors and assigns, in trust
for the benefit of Beneficiary upon trusts, covenants and agreements herein
expressed. Grantor represents that it shall forever warrant and defend the title
to the Premises against all claims and demands of all persons whomsoever and
will on demand execute any additional instrument which may be required to give
Trustee a valid first lien on all of the Premises, subject to the Permitted
Encumbrances.

               ARTICLE II. SECURITY AGREEMENT AND FIXTURE FILING

        2.1     SECURITY INTEREST. Grantor grants and assigns to Beneficiary a
security interest to secure payment and performance of all of the Indebtedness,
in all of the following described personal property in which Grantor now or at
any time hereafter has any ownership interest ("COLLATERAL"):

        All goods, building and other materials, supplies, work in process,
        equipment, machinery, fixtures, furniture, furnishings, signs and other
        personal property and embedded software included therein and supporting
        information, wherever situated, which are or are to be incorporated
        into, used in connection with or appropriated for use on, or with
        respect to, the Premises; all rents, issues, deposits and profits of the
        Premises (to the extent, if any, they are not subject to the Absolute
        Assignment of Rents and Leases contained herein); all accounts, cash
        receipts, deposit accounts, impounds, accounts receivable, funds now or
        hereafter held by Beneficiary under any escrow security agreement or
        under any of the terms hereof, including but not limited to funds held
        under the provisions of the Loan Agreement, all insurance policies,
        insurance proceeds from all insurance policies required to be maintained
        by Grantor under the Loan Documents, and all awards, decrees, proceeds,
        settlements or claims for damage now or hereafter made to or for the
        benefit of Grantor by reason of any damage to, destruction of or taking
        of the Land, Premises or any part thereof, whether the same shall be
        made by reason of the exercise of the right of eminent domain or by
        condemnation or otherwise (a "TAKING"), and any other rights to the
        payment of money arising from or by virtue of any transaction related to
        the Premises; all plans, drawings and specifications relating to the
        Premises; all permits, consents, approvals, licenses, authorizations and
        other rights granted by, given by or obtained from any governmental
        entity with respect to the Premises; all inventory, present and future
        contracts relating to the Premises; any and all contracts, instruments
        and agreements, now existing or hereafter arising, in connection with
        any interest rate protection or hedge agreement, including any interest
        rate future, option, swap, cap or collar agreement in connection with
        the Loan and any and all rights that Grantor may now or hereafter have
        to any and all payments, disbursements, distributions or proceeds owing,
        payable or required to be delivered to Grantor on account of any
        interest rate protection or hedge agreement, including any interest rate
        future, option, swap, cap or collar agreement in connection with the
        Loan and further including any and all rights that Grantor may now or
        hereafter have to terminate any of such agreements, such rights to
        terminate being vested with Beneficiary; all documents, agreements,
        contract rights, commitments, construction contracts, architectural
        agreements, licenses, general intangibles (including, but not limited
        to, trademarks, trade names, symbols and service marks associated
        specifically with the Premises and payment intangibles), software,
        instruments, promissory notes, drafts, letters of credit (whether
        electronic or tangible), letter of credit rights, supporting
        obligations, commercial tort claims, and chattel paper (whether
        electronic or tangible) arising from or by virtue of any transaction
        related to the Premises, and all other ownership interests of every kind
        and character that Grantor now has or at any time hereafter acquires in
        and to the Premises; together with all replacements and proceeds of, and
        additions and accessions to, any of the foregoing, and all books,
        records and files relating to any of the foregoing.

        2.2     FINANCING STATEMENTS. As to all of the above-described personal
property which is or which hereafter becomes a "fixture" under applicable law,
this Deed of Trust constitutes a fixture filing under the Uniform Commercial
Code in effect in the State of Texas, as amended or recodified from time to time
("UCC"). Grantor authorizes Beneficiary at any time until the Indebtedness is
paid in full, to prepare and file any and all UCC financing statements,
amendments, assignments, terminations and the like, necessary to create and/or
maintain a prior security interest in such property all without Grantor's
execution of the same.

                                       3
<PAGE>

        2.3     COVENANTS. Grantor agrees: (a) to execute and deliver such
documents as Beneficiary deems necessary to create, perfect and continue the
security interests contemplated hereby; (b) not to change its name, and, as
applicable, its chief executive office, its principal residence (or, if Grantor
is a trust or one or more trustees acting with respect to property held in
trust, the principal residence of any trustee) or the jurisdiction in which it
is organized without giving Beneficiary at least thirty (30) days' prior written
notice thereof; and (c) to cooperate with Beneficiary in perfecting all security
interests granted herein and in obtaining such agreements from third parties as
Beneficiary deems necessary, proper or convenient in connection with the
preservation, perfection or enforcement of any of Beneficiary's rights
hereunder.

        2.4     RIGHTS OF BENEFICIARY. In addition to Beneficiary's rights as a
"Secured Party" under the UCC, Beneficiary may, but shall not be obligated to,
at any time without notice and at the expense of Grantor: (a) give notice to any
person of Beneficiary's rights hereunder and enforce such rights at law or in
equity; (b) insure, protect, defend and preserve the Collateral or any rights or
interests of Beneficiary therein; and (c) inspect the Collateral.
Notwithstanding the above, in no event shall Beneficiary be deemed to have
accepted any property other than cash in satisfaction of any obligation of
Grantor to Beneficiary unless Beneficiary shall make an express written election
of said remedy under the UCC or other applicable law.

        2.5     RIGHTS OF BENEFICIARY UPON AN EVENT OF DEFAULT. Upon the
occurrence of an Event of Default, then in addition to all of Beneficiary's
rights as a "Secured Party" under the UCC or otherwise at law:

        a.      DISPOSITION OF COLLATERAL. Beneficiary may: (i) upon written
                notice, require Grantor to assemble any or all of the Collateral
                and make it available to Beneficiary at a place designated by
                Beneficiary; (ii) without prior notice, enter upon the Premises
                or other place where the Collateral may be located and take
                possession of, collect, sell, lease, license and otherwise
                dispose of the Collateral, and store the same at locations
                acceptable to Beneficiary at Grantor's expense; or (iii) sell,
                assign and deliver the Collateral at any place or in any lawful
                manner and bid and become purchaser at any such sales; and

        b.      OTHER RIGHTS. Beneficiary may, for the account of Grantor and at
                Grantor's expense: (i) operate, use, consume, sell, lease,
                license or otherwise dispose of the Collateral as Beneficiary
                deems appropriate for the purpose of performing any or all of
                the Indebtedness; (ii) enter into any agreement, compromise or
                settlement including insurance claims, which Beneficiary may
                deem desirable or proper with respect to the Collateral; and
                (iii) endorse and deliver evidences of title for, and receive,
                enforce and collect by legal action or otherwise, all
                indebtedness and obligations now or hereafter owing to Grantor
                in connection with or on account of the Collateral.

                Grantor acknowledges and agrees that a disposition of the
                Collateral in accordance with Beneficiary's rights and remedies
                as heretofore provided is a disposition thereof in a
                commercially reasonable manner and that ten (10) days' prior
                notice of such disposition is commercially reasonable notice.
                Beneficiary shall have no obligation to process or prepare the
                Collateral for sale or other disposition. In disposing of the
                Collateral, Beneficiary may disclaim all warranties of title,
                possession, quiet enjoyment and the like. Any proceeds of any
                sale or other disposition of the Collateral may be applied by
                Beneficiary first to the reasonable expenses incurred by
                Beneficiary in connection therewith, including, without
                limitation, reasonable attorneys' fees and disbursements, and
                then to the payment of the Indebtedness, in such order of
                application as Beneficiary may from time to time elect.

        2.6     POWER OF ATTORNEY. Grantor hereby irrevocably appoints
Beneficiary as Grantor's attorney-in-fact (such agency being coupled with an
interest), and as such attorney-in-fact, Beneficiary may, without the obligation
to do so, in Beneficiary's name or in the name of Grantor, prepare, execute,
file and record financing statements, continuation statements, applications for
registration and like papers necessary to create, perfect or preserve any of
Beneficiary's security interests and rights in or to the Collateral, and upon an
Event of Default, take any other action required of Grantor; PROVIDED, HOWEVER,
that Beneficiary as such attorney-in-fact shall be accountable only for such
funds as are actually received by Beneficiary.

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              ARTICLE III. ABSOLUTE ASSIGNMENT OF RENTS AND LEASES

        3.1     ASSIGNMENT. Grantor does hereby absolutely and directly (and not
merely collaterally) assign, bargain, sell, transfer, convey, set over and
deliver unto Beneficiary, all rights of the lessor under the leases at the
Premises and all other leases, tenancies, rental arrangements, subleases,
concessions, occupancy agreements, licenses, sublicenses and guarantees of the
performance or obligations of any tenants thereunder affecting the Premises, or
any part thereof, now existing or which may be executed at any time in the
future during the term of this Loan, and all amendments, extensions and renewals
of said leases, subleases, and guarantees and any of them (all of which are
hereinafter collectively called the "LEASES") and all rents or other income or
payments, regardless of type or source of payment (including, but not limited
to, common area maintenance charges, lease termination payments, purchase option
payments, refunds of any type, prepayment of rents, settlements of litigation or
settlements of past due rents) which may now or hereafter be or become due or
owing under the Leases or on account of the use of the Premises (all of which
are hereinafter called the "RENTS"). The foregoing assignment is hereinafter
referred to as this "ASSIGNMENT OF LEASES". It is intended hereby to establish a
present and complete transfer, and direct and absolute assignment of all the
Leases and all rights of the lessor thereunder and all the Rents unto
Beneficiary, with the right, but without the obligation, to collect all of said
Rents, which may become due during the term of this Loan. Grantor agrees to
deliver to Beneficiary copies of all Leases of all or any portion of the
Premises.

        3.2     GRANT OF LICENSE. Beneficiary confers upon Grantor a revocable
license ("LICENSE") to collect and retain the Rents as they become due and
payable, until the occurrence of an Event of Default (as hereinafter defined).
Upon an Event of Default, the License shall be automatically revoked and
Beneficiary may collect and apply the Rents pursuant to the terms hereof without
notice and without taking possession of the Premises. All Rents thereafter
collected by Grantor shall be held by Grantor as trustee under a constructive
trust for the benefit of Beneficiary. Grantor hereby irrevocably authorizes and
directs the tenants under the Leases to rely upon and comply with any notice or
demand by Beneficiary for the payment to Beneficiary of any rental or other sums
which may at any time become due under the Leases, or for the performance of any
of the tenants' undertakings under the Leases, and the tenants shall have no
right or duty to inquire as to whether any Event of Default has actually
occurred or is then existing. Grantor hereby relieves the tenants from any
liability to Grantor by reason of relying upon and complying with any such
notice or demand by Beneficiary. Beneficiary may apply, in its sole discretion,
any Rents so collected by Beneficiary against any obligation of Grantor, or any
other Person, under any document or instrument related to or executed in
connection with the Loan Documents, whether existing on the date hereof or
hereafter arising. Collection of any Rents by Beneficiary shall not cure or
waive any Event of Default or notice of Event of Default or invalidate any acts
done pursuant to such notice. If and when no Event of Default exists,
Beneficiary shall re-confer the License upon Grantor until the occurrence of
another Event of Default.

        3.3     POWER AND AUTHORITY. Grantor hereby appoints Beneficiary the
true and lawful attorney of Grantor with full power of substitution and with
power for it and in its name, place and stead, to demand, collect, give receipts
and releases for any and all Rents herein assigned which may be or become due
and payable by the lessees and other occupants of the Premises, and at its
discretion to file any claim or take any other action or proceeding and make any
settlement of any claims, either in its own name or in the name of Grantor or
otherwise, which Beneficiary may deem necessary or desirable in order to collect
and enforce the payment of any and all Rents. Lessees of the Premises, or any
part thereof, are hereby expressly authorized and directed to pay all Rents
herein assigned to Beneficiary or such nominee as Beneficiary may designate in
writing delivered to and received by such lessees who are expressly relieved of
any and all duty, liability or obligation to Grantor in respect of all payments
so made. Beneficiary is hereby vested with full power to use all measures, legal
and equitable, whether in person, by agent or by a receiver deemed by it
necessary or proper to enforce this Assignment of Leases, including the right to
enter upon the Premises, or any part thereof, and take possession thereof
forthwith to effect the cure of any default on the part of Grantor as lessor in
any of the Leases or with or without taking possession of the Premises, to
collect the Rents assigned hereunder all without regard to the adequacy of any
security for the Indebtedness secured by the Loan Documents. Upon the occurrence
of an Event of Default, Grantor hereby grants full power and authority to
Beneficiary to exercise all rights, privileges and powers herein granted at any
and all times hereafter, without notice to Grantor, with full power to use and
apply all of the Rents assigned hereunder as specified in the Loan Documents.

        3.4     OBLIGATIONS UNDER LEASES. Beneficiary shall be under no
obligation to enforce any of the rights or claims assigned to it hereunder or to
perform or carry out any of the obligations of the lessor under any

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of the Leases and does not assume any of the liabilities in connection with or
arising out of the covenants and agreements of Grantor in the Leases. Grantor
covenants and agrees that it will faithfully perform all of the obligations
imposed under any and all of the Leases. All Security Deposits collected by
Grantor shall be maintained in accordance with all applicable Legal
Requirements. Should Beneficiary incur any liability, loss or damage under the
Leases or under or by reason of this Assignment of Leases, or in the defense of
any claims and demands whatsoever which may be asserted against Beneficiary by
reason of any alleged obligations or undertakings on its part to perform or
discharge any of the terms, covenants or agreements contained in any of the
Leases (INCLUDING THOSE CAUSED BY THE NEGLIGENCE AND/OR STRICT LIABILITY OF
BENEFICIARY, but not to the extent caused solely as a result of Beneficiary's
gross negligence or willful misconduct), the amount thereof, including costs,
expenses and reasonable attorneys' fees and costs, including reasonable
attorneys' fees and costs on appeal, shall be added to the Indebtedness secured
by the Deed of Trust.

        3.5     EFFECT OF ASSIGNMENT. This Assignment of Leases shall not
operate to place responsibility for the control, care, management or repair of
the Premises, or parts thereof, upon Beneficiary nor shall it operate to make
Beneficiary liable for the carrying out of any of the terms and conditions of
any of the Leases, or for any waste of the Premises by the lessee under any of
the Leases or any other party, or for any dangerous or defective condition of
the Premises.

        3.6     LEASE COVENANTS. Grantor covenants not to alter, modify, amend
or change the terms of any of the Leases or give any consent or permission or
exercise any option required or permitted by the terms thereof or waive any
obligation required to be performed by any lessee or execute, cancel or
terminate any of the Leases or accept a surrender thereof or enter into Leases
after the date hereof without the prior written consent of Beneficiary, and
Grantor will not make any further transfer or assignment thereof, or attempt to
pledge, assign or encumber any of the Leases or Rents or other amounts payable
thereunder, or convey or transfer or suffer a conveyance or transfer of the
Premises or of any interest therein so as to effect, directly or indirectly, a
merger of the estates and rights of, or a termination or diminution of the
obligations of, any lessee thereunder. Grantor further covenants to deliver to
Beneficiary, promptly upon receipt thereof, copies of any and all demands,
claims and notices of default received by Grantor from any lessee under any of
the Leases assigned herein. Grantor shall keep and perform, in all material
respects, all terms, conditions and covenants required to be performed by lessor
under the Leases. Grantor shall, in all material respects, enforce the Leases
and all remedies available to Grantor against the lessees thereunder in case of
default under the Leases by lessees. Grantor shall deposit with Beneficiary any
sums received by Grantor in consideration of any full or partial termination,
modification or amendment of any Lease or any release or discharge of any tenant
under any Lease from any obligation thereunder and any such sums received by
Grantor shall be held in trust by Grantor for such purpose. All such sums
received by Beneficiary with respect to any Lease shall be deemed Property
Reserves and shall be deposited by Beneficiary into the Escrow Account in
accordance with the Loan Agreement.

        3.7     ABSOLUTE ASSIGNMENT.

        a.      It is the intention of Beneficiary and Grantor that the
                assignment effectuated by this Assignment of Leases with respect
                to the Rents and other amounts due under the Leases shall be a
                direct, absolute and currently effective assignment and shall
                not constitute merely the granting of a lien, collateral
                assignment or a security interest or pledge for the purpose of
                securing the Indebtedness secured by the Deed of Trust and is
                effective whether or not an Event of Default occurs hereunder or
                under the Loan Documents. Notwithstanding the direct and
                absolute assignment of the Rents, there shall be no pro rata
                reduction of any portion of the Indebtedness secured by the Deed
                of Trust except with respect to Rents actually received by
                Beneficiary and applied by Beneficiary toward payment of such
                Indebtedness.

        b.      Without limitation of the absolute nature of the assignment of
                the Rents, Grantor and Beneficiary agree that: (i) this
                Assignment of Leases shall constitute a "security agreement" for
                purposes of 11 U.S.C. Section 552(b), (ii) the security interest
                created by this Assignment of Leases extends to property of
                Grantor acquired before the commencement of a case in bankruptcy
                and to all amounts paid as Rents and (iii) such security
                interest shall extend to all Rents acquired by the estate after
                the commencement of any case in bankruptcy. Without limitation
                of the absolute nature of the assignment of the Rents, to the
                extent Grantor (or Grantor's bankruptcy estate) shall be deemed

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                to hold any interest in the Rents after the commencement of a
                voluntary or involuntary bankruptcy case, Grantor hereby
                acknowledges and agrees that such Rents are and shall be deemed
                to be "cash collateral" under Section 363 of the Bankruptcy
                Code. Grantor may not use the cash collateral without the
                consent of Beneficiary and/or an order of any bankruptcy court
                pursuant to 11 U.S.C. 363(c)(2), and Grantor hereby waives any
                right it may have to assert that such Rents do not constitute
                cash collateral. No consent by Beneficiary to the use of cash
                collateral by Grantor shall be deemed to constitute
                Beneficiary's approval, as the case may be, of the purpose for
                which such cash collateral was expended.

        c.      Grantor acknowledges and agrees that, upon recordation of this
                Assignment of Leases, Beneficiary's interest in the Rents shall
                be deemed to be fully perfected, "choate" and enforced as to
                Grantor and all third parties, including, without limitation,
                any subsequently appointed trustee in any case under the
                Bankruptcy Code, without the necessity of: (a) commencing a
                foreclosure action with respect to this Assignment of Leases,
                (b) furnishing notice to Grantor or tenants under the Leases,
                (c) making formal demand for the Rents, (d) taking possession of
                the Premises as a lender-in-possession, (e) obtaining the
                appointment of a receiver of the Rents and profits of the
                Premises, (f) sequestering or impounding the Rents, or (g)
                taking any other affirmative action.

        3.8     LEASE REPRESENTATIONS AND WARRANTIES: As of the date hereof: (a)
Grantor is the sole owner of the entire lessor's interest in the Leases; (b) the
Leases are the valid, binding and enforceable obligations of Grantor and the
applicable tenant or lessee thereunder; (c) the terms of all alterations,
modifications and amendments to the Leases are reflected in the certified rent
roll statement delivered to and approved by Beneficiary; (d) none of the Rents
reserved in the Leases have been assigned or otherwise pledged or hypothecated;
(e) none of the Rents have been collected for more than one (1) month in
advance; (f) the premises demised under the Leases have been completed and the
tenants under the Leases have accepted the same and have taken possession of the
same on a rent-paying basis; (g) there exists no offset or defense to the
payment of any portion of the Rents; (h) no Lease contains an option to
purchase, right of first refusal to purchase, expansion right, or any other
similar provision; and (i) no Person has any possessory interest in, or right to
occupy the Premises, except under and pursuant to a Lease. As of the date
hereof: (i) Beneficiary is the assignee of Grantor's interest under the Leases,
and (ii) there are no prior assignments of the Leases or any portion of the
Rents due and payable or to become due and payable which are presently
outstanding.

        3.9     TENANT ESTOPPEL CERTIFICATES. Within thirty (30) days after
request by Beneficiary, Grantor shall deliver to Beneficiary and to any party
designated by Beneficiary, estoppel certificates relating to the Leases executed
by Grantor and by each of the tenants, in form and substance reasonably
acceptable to Beneficiary; provided, however, if any tenant shall fail or refuse
to so execute and deliver any such estoppel certificate upon request, Grantor
shall use reasonable efforts to cause such tenant to execute and deliver such
estoppel certificate but such tenant's continued failure or refusal to do so,
despite Grantor's reasonable efforts, shall not constitute a default by Grantor
under this Section.

        3.10    RIGHT OF SUBORDINATION. Notwithstanding anything in this
Assignment of Leases to the contrary, Beneficiary may, upon written notice to
Grantor, elect to: (i) exclude from the assignment provided in this Assignment
of Leases any of the Leases as specified in such notice so that the interest
under such indicated Lease is not assigned to Beneficiary; (ii) subordinate the
lien and other terms and provisions of the Deed of Trust to any of the Leases as
indicated in said notice to Grantor; and (iii) require Grantor to use best
efforts to obtain a subordination, non-disturbance and attornment agreement, in
form and substance approved by Beneficiary, from any of the lessees under any of
the Leases as indicated in said notice to Grantor.

        3.11    DIRECTION TO TENANTS. Grantor hereby irrevocably authorizes and
directs the tenants under all Leases to pay all amounts otherwise owing to
Grantor thereunder to Beneficiary following receipt of any written notice from
Beneficiary that states that an Event of Default remains uncured and that all
such amounts are to be paid to Beneficiary. Grantor further authorizes and
directs all such tenants to pay all such amounts to Beneficiary without any
right or obligation to inquire as to the validity of Beneficiary's notice and
regardless of the fact that Grantor has notified any such tenants that
Beneficiary's notice is invalid or has directed any such tenants not to pay such
amounts to Beneficiary.

                                       7
<PAGE>

        3.12    LETTERS OF CREDIT. Grantor will notify Beneficiary in writing
prior to becoming Beneficiary under any letter of credit supporting any of the
Leases, or otherwise in connection with the Premises, and will take all actions,
and execute all documents, necessary or appropriate to give Beneficiary control
(as defined in the Uniform Commercial Code, as enacted by any relevant State,
including but not limited to such State's version of Section 9-107 thereof) of
such letter of credit and all letter of credit rights thereunder and, if so
required by Beneficiary, to constitute Beneficiary the transferee beneficiary of
such letter of credit.

           ARTICLE IV. CERTAIN WARRANTIES, COVENANTS AND OBLIGATIONS

        4.1     AFFIRMATIVE COVENANTS. Grantor covenants and agrees Grantor
shall:

        a.      pay each item of Indebtedness secured by this Deed of Trust when
                due according to the terms of the Loan Documents;

        b.      pay on or before the due date thereof any amounts permitted to
                be incurred by Grantor pursuant to the Loan Documents and any
                other claims which could become a lien on the Premises (except
                as otherwise permitted hereunder), and upon request of
                Beneficiary exhibit satisfactory evidence of the discharge
                thereof;

        c.      complete within a reasonable time, the construction of any
                Improvements now or at any time in process of construction upon
                the Land;

        d.      manage, operate and maintain the Premises and keep the Premises,
                including but not limited to, the Improvements, in good
                condition and repair and free from mechanics' liens or other
                liens or claims for liens, provided however, that Grantor may in
                good faith, with reasonable diligence and upon written Notice to
                Beneficiary within ten (10) days after Grantor has knowledge of
                such lien or claim, contest the validity or amount of any such
                lien or claim and defer payment and discharge thereof during the
                pendency of such contest in the manner provided by law; provided
                that: (i) such contest may be made without the payment thereof;
                (ii) such contest shall prevent the sale or forfeiture of the
                Premises or any part thereof, or any interest therein, to
                satisfy such lien or claim; (iii) Grantor shall have obtained
                such security or bond as Beneficiary may require and delivered
                evidence of same to Beneficiary; and (iv) Grantor shall pay all
                costs and expenses incidental to such contest; and further
                provided, that in the event of a ruling or adjudication adverse
                to Grantor, Grantor shall promptly pay such claim or lien, shall
                indemnify and hold Beneficiary harmless for, from and against
                any loss for damage arising from such contest and shall take
                whatever action necessary to prevent sale, forfeiture or any
                other loss or damage to the Premises or to Beneficiary;

        e.      comply, and cause each lessee or other user of the Premises to
                comply, with all requirements of law and ordinance, and all
                rules and regulations, now or hereafter enacted, by authorities
                having jurisdiction of the Premises and the use thereof,
                including but not limited to all covenants, conditions and
                restrictions of record pertaining to the Premises, the
                Improvements, and the use thereof (collectively, "LEGAL
                REQUIREMENTS");

        f.      promptly repair, restore or rebuild any Improvements now or
                hereafter a part of the Premises which may become damaged or be
                destroyed by any cause whatsoever, so that upon completion of
                the repair, restoration and rebuilding of such Improvements
                there will be no liens of any nature arising out of the
                construction and the Premises will be of substantially the same
                character and quality as it was prior to the damage or
                destruction;

        g.      if other than a natural person, do all things necessary to
                preserve and keep in full force and effect its existence,
                franchises, rights and privileges under the laws of the State of
                its formation and, if other than its State of formation, the
                State where the Premises is located. Grantor shall notify
                Beneficiary at least thirty (30) days prior to: (i) any
                relocation of Grantor's principal place of business to a
                different State or any change in Grantor's State of formation,
                and/or (ii) if Grantor is an individual, any relocation of
                Grantor's principal residence to a different State;

                                       8
<PAGE>

        h.      do all things necessary to preserve and keep in full force and
                effect Beneficiary's title insurance coverage insuring the lien
                of this Deed of Trust as a first and prior lien, subject only to
                the Permitted Encumbrances and any other exceptions after the
                date of this Deed of Trust approved in writing by Beneficiary,
                including without limitation, delivering to Beneficiary in
                connection with any modification or extension of the Note or any
                other Loan Document, any new title insurance policy or
                endorsement which may be required to assure Beneficiary of such
                continuing coverage;

        i.      promptly notify Beneficiary in writing of any litigation pending
                or threatened against Grantor claiming damages in excess of
                $50,000 and of all pending or threatened litigation against
                Grantor if the aggregate damage claims against Grantor exceed
                $100,000;

        j.      maintain adequate books and records in accordance with the
                Approved Accounting Method. Grantor shall permit any
                representative of Beneficiary, at any reasonable time and from
                time to time, to inspect, audit and examine such books and
                records and make copies of same;

        k.      execute any and all documents, and take all other actions, which
                may be required to perfect the security interest granted by this
                Deed of Trust or to more fully ensure the first-lien priority
                thereof.

        4.2     NEGATIVE COVENANTS. Grantor shall not:

        a.      construct any building or structure nor make any alteration or
                addition (other than normal repair and maintenance) to: (i) the
                roof or any structural component of any Improvements on the
                Premises, or (ii) the building operating systems, including but
                not limited to, the mechanical, electrical, heating, cooling, or
                ventilation systems (other than replacement with equal or better
                quality and capacity), without the prior written consent of
                Beneficiary, except such as are required by applicable Legal
                Requirements;

        b.      remove or demolish the Improvements or any material portion
                thereof which at any time constitutes a part of the Premises;

        c.      cause or permit any change to be made in the general use of the
                Premises without Beneficiary's prior written consent;

        d.      initiate or acquiesce to a zoning reclassification or change in
                zoning without Beneficiary's prior written consent. Grantor
                shall use all reasonable efforts to contest any such zoning
                reclassification or change;

        e.      make or permit any use of the Premises that could with the
                passage of time result in the creation of any right of use or
                any claim of adverse possession or easement on, to or against
                any part of the Premises in favor of any Person or the public;

        f.      allow any of the following to occur (unless a Permitted
                Transfer) except as expressly permitted in accordance with the
                Loan Agreement:

                (i)     a Transfer of all or any portion of the Premises or any
                        interest in the Premises; or

                (ii)    a Transfer of any ownership interest in Grantor or any
                        Interest Owner at any level of the ownership structure.

                If any of such events occur, it shall be null and void and shall
                constitute an Event of Default under the Loan Documents.

        4.3     TRANSFERS. It is understood and agreed that the Indebtedness
evidenced by the Note is personal to Grantor and in reliance upon the ownership
structure of Grantor and in accepting the same Beneficiary has relied upon what
it perceived as the willingness and ability of Grantor and the Interest Owners
to perform their

                                       9
<PAGE>

obligations under the Loan Documents and as lessor under the Leases of the
Premises. Furthermore, Beneficiary may consent to a Transfer and expressly waive
Grantor's covenants contained in SECTION 4.2(F), in writing to Grantor; however
any such consent and waiver shall not constitute any consent or waiver of such
covenants as to any Transfer other than that for which the consent and waiver
was expressly granted. Furthermore, Beneficiary's willingness to consent to any
Transfer and waive Grantor's covenants contained in SECTION 4.2(F), implies no
standard of reasonableness in determining whether or not such consent shall be
granted and the same may be based upon what Beneficiary solely deems to be in
its best interest. In the event of any Transfer other than a Permitted Transfer,
Grantor shall pay to Beneficiary a fee equal to one percent (1%) of the
then-outstanding principal balance of the Note and such obligation shall be
secured by this Deed of Trust.

        For purposes of the Loan Documents, the following terms shall have the
respective meanings set forth below:

        "TRANSFER" or "TRANSFERRED" shall mean any of the following acts with
respect to the Premises, an interest in the Premises, or an ownership interest
in Grantor or any Interest Owner at any level of the ownership structure:

        (i)     a sale, assignment, transfer, conveyance or other disposition
                (whether voluntary, involuntary or by operation of law);

        (ii)    the creation, sufferance or granting of any lien, encumbrance,
                security interest or collateral assignment (whether voluntarily,
                involuntarily or by operation of law), other than the lien
                hereof, the leases of the Premises assigned to Beneficiary, the
                Permitted Encumbrances and those liens which Grantor is
                contesting in accordance with and as permitted under the Loan
                Documents;

        (iii)   the issuance or other creation of ownership interests in an
                Entity;

        (iv)    the reconstitution or conversion from one Entity to another type
                of Entity;

        (v)     a merger, consolidation, reorganization or any other business
                combination;

        (vi)    a change of control; or

        (vii)   a conversion to or operation of all or any portion of the
                Premises as a cooperative or condominium form of ownership.

        "PERMITTED TRANSFER" shall mean any of the following, any of which may
be effected without notice to or consent of Lender and provided that no Event of
Default, nor event or condition which with the passage of time or the giving of
notice would be an Event of Default if not cured, has occurred and is
continuing:

        (i)     a sale, assignment, transfer or conveyance of the entire
                Premises upon Grantor's compliance with all of the Property
                Transfer Requirements; or

        (ii)    a sale, assignment, transfer, or conveyance of direct ownership
                interests in Grantor, provided that not more than thirty-eight
                percent (38%) of the aggregate ownership interests in Grantor
                may be transferred during the term of the Loan and provided that
                no Person will be released from liability under the Loan
                Documents as a result of such transfer; or

        (iii)   transfers of limited partnership interests in Behringer Harvard
                Short-Term Opportunity Fund I LP, the sole member of Borrower's
                general partner.

        "PROPERTY TRANSFER REQUIREMENTS" are all of the following:

        1.      Prior review and approval of the proposed purchaser or other
                transferee and the subject transaction by Beneficiary, at
                Beneficiary's sole discretion. Review of the proposed purchaser
                or other transferee and the subject transaction shall encompass
                various factors, including, but not limited to,

                                       10
<PAGE>

                the proposed purchaser's or other transferee's creditworthiness,
                reputation, character, organizational structure, financial
                strength considering the obligations to be assumed and
                undertaken, and real estate management and leasing expertise as
                well as the proposed transaction's effect on the Premises, the
                Grantor, and other security for the Loan;

        2.      Payment to Beneficiary of an assumption fee equal to one percent
                (1%) of the then outstanding principal balance of the Note;
                provided, however, that Beneficiary will require $15,000.00 of
                such fee (or the entire fee, in the event the total fee is less
                than $15,000.00) to be paid at the beginning of Beneficiary's
                review process, and such sum shall be nonrefundable and earned
                upon receipt by Beneficiary whether or not the transaction is
                ultimately completed or Beneficiary ultimately approves the
                proposed purchaser or other transferee;

        3.      As required by Beneficiary in its sole discretion, payment to
                Beneficiary of funds sufficient to reduce the unpaid principal
                balance of the Note to an amount such that the ratio that the
                resulting unpaid principal balance of the Note bears to the
                sales price of the Premises will not exceed the maximum
                loan-to-value ratio for properties similar to the Premises in
                accordance with Beneficiary's then-current underwriting
                requirements;

        4.      Receipt, at Grantor's expense, of either (at Beneficiary's
                discretion) a new ALTA extended coverage loan policy or an
                endorsement updating Beneficiary's existing loan policy in the
                full amount of the Loan, in form and by an issuer satisfactory
                to Beneficiary, and which insures this Deed of Trust to be a
                first and prior lien subject only to those exceptions which were
                previously approved by Beneficiary;

        5.      Receipt by Beneficiary of copies of all relevant information and
                documentation relating to or required by Beneficiary in
                connection with the proposed transfer including, but not limited
                to: (a) a loan application on such form as Beneficiary may
                require executed by the proposed transferee and accompanied by
                such other documents as Beneficiary may require in connection
                therewith; (b) the organizational documents of the proposed
                transferee and an opinion of counsel satisfactory to Beneficiary
                as to its due formation, valid existence and authority to enter
                into and carry out the proposed transaction; (c) the deeds or
                other instruments of transfer and documents relating to the
                assignment and assumption of Leases; (d) evidence of compliance
                with the insurance requirements contained in the Loan Documents;
                (e) if Grantor is required to be a Single-Purpose Entity
                pursuant to the Loan Agreement, compliance with the
                representations and warranties in the Loan Agreement regarding
                the proposed transferee's status as a Single-Purpose Entity; and
                (f) compliance with such other closing requirements as are
                customarily imposed by Beneficiary in connection with such
                transactions;

        6.      Receipt by Beneficiary of an appraisal of the Premises and an
                on-site inspection of the Premises by an appraiser and an
                inspector satisfactory to Beneficiary;

        7.      Execution, delivery, acknowledgment and recordation, as
                applicable, of new, revised and/or replacement assumption
                agreements (which, unless otherwise agreed by Beneficiary, will
                provide for the continued liability of Grantor and each
                Guarantor, if any, for the Indebtedness after the transfer and
                assumption), loan modification agreements, indemnification
                agreements, escrow security agreements, security instruments,
                UCC financing statements, new or revised letters of credit
                and/or guarantees, in form and substance satisfactory to
                Beneficiary and a consent to the Transfer by any existing
                Guarantor and a reaffirmation of such Guarantor's obligations
                and liabilities under any guaranty made in connection with the
                Loan or a new guaranty executed by a new Guarantor reasonably
                satisfactory to Beneficiary;

        8.      Payment of outside counsel fees and costs, other applicable
                professional's fees and costs, taxes, recording fees and the
                like, and any other fees and costs incurred, including, without
                limitation, title insurance fees, appraisal fees, inspection
                fees and environmental consultant's fees;

                                       11
<PAGE>

        9.      Receipt by Beneficiary of thirty (30) days advance written
                notice of the proposed Transfer in question;

        10.     If required by Beneficiary, correction of any deferred
                maintenance items revealed by the required appraisal and
                inspection of the Premises, and, if required by Beneficiary,
                deposit with Beneficiary of any new or additional Property
                Reserves;

        11.     Receipt by Beneficiary of a waiver from any tenant having a
                right or option to purchase the Premises or any portion thereof,
                waiving such right or option in form and substance acceptable to
                Beneficiary; and

        12.     Satisfaction of any conditions or the payment of any fees as
                specified in any Single-Purpose Entity Addendum to the Loan
                Agreement.

        4.4     TAXES AND OTHER LIABILITIES. Grantor shall pay or cause to be
paid when due and before any penalty attaches or interest accrues all general
taxes, special taxes, assessments (including assessments for benefits from
public works or improvements whenever begun or completed), utility charges,
water charges, sewer service charges, common area maintenance charges, if any,
vault or space charges and all other like charges against or affecting the
Premises or against any property or equipment located on the Premises, or which
might become a lien on the Premises, and shall, within ten (10) days following
Beneficiary's request, furnish to Beneficiary a duplicate receipt of such
payment. If any such tax, assessment or charge may legally be paid in
installments, Grantor may, at its option, pay such tax, assessment or charge in
installments. Nothing contained in this SECTION 4.4 shall be deemed to relieve
Grantor of its obligation to pay Property Reserves as required by the Loan
Agreement.

        4.5     TAXES RELATED TO THIS INSTRUMENT. Grantor shall not claim or
demand or be entitled to any credit on account of the Indebtedness secured
hereby for any part of the taxes paid with respect to the Premises or part
thereof, and no deduction shall otherwise be made or claimed from the taxable
value of the Premises, or any part thereof, by reason of this Deed of Trust. If
by the laws of the United States of America or of any State or governmental
subdivision having jurisdiction over Grantor or of the Premises or of the Loan
evidenced by the Loan Documents or any amendments or modifications thereof, any
tax or fee is due or becomes due or is imposed upon Beneficiary in respect of
the issuance of the Note hereby secured or the making, recording and
registration of this Deed of Trust or otherwise in connection with the Loan
Documents or the Loan, except for Beneficiary's income, gross receipts or
franchise tax, Grantor covenants and agrees to pay such tax or fee in the manner
required by such law, and to hold harmless and indemnify Beneficiary and its
successors and assigns for, from and against any liability incurred by reason of
the imposition of any such tax or fee.

        4.6     PERMITTED CONTESTS - TAXES. If Grantor desires to contest any
tax, assessment or charge relating to the Premises, Grantor may do so by paying
the same in full, under protest, in the manner provided by law; provided,
however, that:

        a.      if contest of any tax, assessment or charge may be made without
                the payment thereof, and

        b.      such contest shall have the effect of preventing the collection
                of the tax, assessment or charge so contested and the sale or
                forfeiture of the Premises or any part thereof or any interest
                therein to satisfy the same,

then Grantor may in its discretion and upon the giving of written notice to
Beneficiary of its intended action and upon the furnishing to Beneficiary of
such security or bond as Beneficiary may require, contest any such tax,
assessment or charge in good faith and in the manner provided by law. All costs
and expenses incidental to such contest shall be paid by Grantor. In the event
of a ruling or adjudication adverse to Grantor, Grantor shall promptly pay such
tax, assessment or charge. Grantor shall indemnify and save harmless Beneficiary
and the Premises for, from and against any loss or damage arising from any such
contest and shall, if necessary to prevent sale, forfeiture or any other loss or
damage to the Premises or to Beneficiary, pay such tax, assessment or charge or
take whatever action is necessary to prevent any sale, forfeiture or loss of the
Premises.

                                       12
<PAGE>

        4.7     INSURANCE COVERAGE. Grantor shall at all times keep in force (or
cause to be kept in force): (i) property insurance insuring all Improvements
which now are or hereafter become a part of the Premises for fire and other
perils covered by a causes of loss, special form insurance policy with an
ordinance or law coverage endorsement containing a replacement cost endorsement
covering one hundred percent (100%) of the replacement cost of such
Improvements, or if Beneficiary permits coverage of less than one hundred
percent (100%) replacement cost in its sole discretion, then such policy shall
contain an agreed amount endorsement covering at least eight percent (80%) of
such replacement cost; (ii) commercial general liability insurance, naming
Beneficiary as an additional insured, protecting Grantor and Beneficiary against
liability for bodily injury or property damage occurring in, on or adjacent to
the Premises with dollar amounts of coverage as required by Beneficiary for
combined single limit per occurrence, aggregate limit and excess umbrella
liability insurance, which includes liability due to acts of terrorism; (iii)
boiler and machinery insurance if required by Beneficiary; (iv) rental value
insurance for the perils specified herein for one hundred percent (100%) of the
Rents (including operating expenses, real estate taxes, assessments and
insurance costs which are lessee's liability) for a period of no less than
twelve (12) months; (v) builders risk insurance during all periods of
construction; and (vi) insurance against all other hazards as may be reasonably
required by Beneficiary, including, without limitation, insurance against loss
or damage by flood, hurricane and windstorm, earthquake, acts of terrorism and
mold; provided, however, Beneficiary may not require flood insurance unless all
or a portion of the improvements located on the Land is or becomes located in a
federally designated "special flood hazard area" or if Beneficiary determines in
its reasonable discretion that the improvements on the Land are near a "special
flood hazard area", whether on the Land or adjacent to the Land. All insurance
(including deductibles and exclusions) shall be in form, content and amounts
approved by Beneficiary and written by (A) an insurance company or companies
approved by Beneficiary which (I) has ratings from A.M. Best Co. and from other
rating agencies required by Beneficiary that are acceptable to Beneficiary and
(II) is licensed to do business in the State in which the Premises are located
or (B) a governmental agency or instrumentality approved by Beneficiary. The
policies for such insurance shall have attached thereto standard mortgagee
clauses in favor of and listing Beneficiary as loss payee and permitting
Beneficiary to collect any and all proceeds payable thereunder and shall include
a thirty (30) day notice of cancellation clause in favor of Beneficiary. All
certificates of insurance (and policies, if requested by Beneficiary) shall be
delivered to and held by Beneficiary as further security for the payment of the
Note and any other obligations arising under the Loan Documents, with evidence
of renewal coverage delivered to Beneficiary at least thirty (30) days before
the expiration date of any policy. Grantor shall not carry separate insurance,
concurrent in kind or form and contributing in the event of loss, with any
insurance required in the Loan Documents.

        4.8     CONDEMNATION AND INSURANCE PROCEEDS.

        a.      ASSIGNMENT OF CLAIMS; SETTLEMENT. Grantor absolutely and
                irrevocably assigns to Beneficiary all of the following rights,
                claims and amounts (collectively, "CLAIMS"), all of which shall
                be paid to Beneficiary: (i) all awards of damages and all other
                compensation payable directly or indirectly by reason of a
                Taking for public or private use affecting all or any part of,
                or any interest in, the Premises; (ii) all other claims and
                awards for damages to or decrease in value of all or any part
                of, or any interest in, the Premises; (iii) all proceeds of any
                insurance policies payable by reason of loss sustained to all or
                any part of the Premises; and (iv) all interest which may accrue
                on any of the foregoing. Grantor shall give Beneficiary prompt
                written notice of the occurrence of any casualty affecting, or
                the institution of any Taking proceedings for, the Premises or
                any portion thereof. So long as no Event of Default has occurred
                and is continuing at the time, (i) Grantor shall have the right
                to adjust, compromise and settle any Claim or group of related
                Claims of $250,000.00 or less without the participation or
                consent of Beneficiary and (ii) Beneficiary shall have the right
                to participate in and consent to any adjustment, compromise or
                settlement of any Claim or group of related Claims exceeding
                $250,000.00. If an Event of Default has occurred and is
                continuing at the time, Grantor hereby irrevocably empowers
                Beneficiary, in the name of Grantor, as Grantor's true and
                lawful attorney in fact, to commence, appear in, defend,
                prosecute, adjust, compromise and settle all Claims; provided,
                however, Beneficiary shall not be responsible for any failure to
                undertake any or all of such actions regardless of the cause of
                the failure. Grantor agrees and acknowledges that all awards,
                proceeds and other sums described herein shall, in all cases, be
                payable to Beneficiary and held by Beneficiary without any
                allowance of interest and that in any bankruptcy proceeding of
                Grantor, all such proceeds shall be deemed to be "CASH
                COLLATERAL" as that term is defined in Section 363 of the
                Bankruptcy Code.

                                       13
<PAGE>

        b.      APPLICATION OF PROCEEDS; NO EVENT OF DEFAULT. In the event the
                casualty or Taking occurs more than six (6) months prior to the
                Maturity Date and so long as no Event of Default has occurred
                and is continuing at the time of Beneficiary's receipt of the
                proceeds of the Claims ("PROCEEDS") and no Event of Default
                occurs thereafter, the following provisions shall apply:

                (i)     CONDEMNATION. If the Proceeds are the result of Claims
                        described in SECTIONS 4.8(A)(I) or (II) above, or
                        interest accrued thereon, Beneficiary shall apply the
                        Proceeds in the following order of priority: First, to
                        Beneficiary's expenses in settling, prosecuting or
                        defending the Claims; Second, to the repair or
                        restoration of the portion of the Premises, if any, not
                        condemned or proposed for condemnation and not otherwise
                        the subject of a claim or award; and Third, to the
                        Indebtedness in any order without suspending, extending
                        or reducing any obligation of Grantor to make
                        installment payments; provided, however, if the
                        aggregate amount of such Proceeds is less than
                        $25,000.00, Beneficiary shall pay such proceeds directly
                        to Grantor, to be held in trust for Beneficiary and
                        applied to the cost of rebuilding and restoring the
                        Premises.

                (ii)    INSURANCE. If the Proceeds are the result of Claims
                        described in SECTION 4.8(A)(III) above or interest
                        accrued thereon, Beneficiary shall apply the Proceeds in
                        the following order of priority: First, to Beneficiary's
                        expenses in settling, prosecuting or defending the
                        Claims; Second, to the repair or restoration of the
                        Premises; and Third, if the repair or restoration of the
                        Premises has been completed and all costs incurred in
                        connection with the repair or restoration have been paid
                        in full, to Grantor; provided, however, if the aggregate
                        amount of such Proceeds is less than $250,000.00,
                        Beneficiary shall pay such proceeds directly to Grantor,
                        to be held in trust for Beneficiary and applied to the
                        cost of rebuilding and restoring the Premises.

                (iii)   RESTORATION. Notwithstanding the foregoing SECTIONS
                        4.8(B)(I) and (II), Beneficiary shall have no obligation
                        to make any Proceeds available for the repair or
                        restoration of all or any portion of the Premises unless
                        and until all the following conditions have been
                        satisfied: (a) there continues to exist no Event of
                        Default; (b) the delivery to Beneficiary of satisfactory
                        evidence of the estimated cost of completion of such
                        repair and restoration work and any architect's
                        certificates, waivers of lien, contractor's sworn
                        statements, and other evidence of cost and of payment
                        and of the continued priority of the lien hereof over
                        any potential liens of mechanics and materialmen
                        (including, without limitation, title policy
                        endorsements) as Beneficiary may require and approve;
                        (c) the time required to complete the repair and
                        restoration work and for the income from the Premises to
                        return to the level it was prior to the loss will not
                        exceed the coverage period of the rental value insurance
                        required hereunder; (d) the annual net cash flow
                        (defined as annual net operating income after deduction
                        for tenant improvements, leasing commissions, annual
                        replacement reserves and a management fee) shall equal
                        or exceed the annual debt service on the Note, and all
                        tenants confirm in writing to Beneficiary that they will
                        occupy the Premises after the restoration is completed,
                        their respective Lease is in full force and effect, and
                        no material defaults have occurred and are continuing
                        thereunder; provided that only net operating income from
                        approved executed Leases in effect on the Premises,
                        having at least one (1) year remaining prior to the
                        expiration of their term, with no uncured defaults,
                        shall be used in Beneficiary's determination of the
                        annual net cash flow; (e) Beneficiary approves the plans
                        and specifications of such work before such work is
                        commenced if the estimated cost of rebuilding and
                        restoration exceeds twenty-five percent (25%) of the
                        Indebtedness or involves any structural changes or
                        modifications; provided that if said plans and
                        specifications substantially comply with those
                        previously approved by Beneficiary, Beneficiary's
                        approval shall not be unreasonably withheld; (f) if the
                        amount of any insurance proceeds, award or other payment
                        is insufficient to cover Beneficiary's estimate of the
                        cost of restoring and rebuilding the Premises, Grantor
                        shall pay such cost in excess of such proceeds, award or
                        other payment before being entitled to reimbursement out
                        of such funds; (g) evidence satisfactory to Beneficiary
                        that the repair or restoration work can be completed at

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<PAGE>

                        least three (3) months prior to the Maturity Date; (h)
                        such other conditions to such disbursements, in
                        Beneficiary's discretion, as would be customarily
                        required by a construction lender doing business in the
                        area where the Premises is located; and (i) any
                        conditions specified in any Single-Purpose Entity
                        Addendum to the Loan Agreement.

                (iv)    DISBURSEMENT PROCEDURES. In the event that Grantor is to
                        be reimbursed out of the insurance proceeds or out of
                        any award or payment received with respect to a Taking,
                        Beneficiary shall from time to time make available such
                        proceeds, subject to the following conditions:

                        (A)     No payment made by Beneficiary prior to the
                                final completion of the repair or restoration
                                work shall, together with all payments
                                theretofore made, exceed ninety percent (90%) of
                                the cost of such work performed to the time of
                                payment, and at all times the undisbursed
                                balance of said proceeds shall be at least
                                sufficient to pay for the cost of completion of
                                such work free and clear of all liens.

                        (B)     Repair and restoration of the Premises shall be
                                commenced promptly after the occurrence of the
                                loss and shall be prosecuted to completion
                                diligently, and the Premises shall be so
                                restored and rebuilt to substantially the same
                                character and quality as prior to such damage
                                and destruction and shall comply with all
                                building codes and zoning requirements.

        c.      APPLICATION OF PROCEEDS; EVENT OF DEFAULT. In the event: (x) an
                Event of Default exists, or (y) the casualty or Taking occurs
                during the last six (6) months prior to the Maturity Date and
                Beneficiary determines in its sole and absolute discretion that
                the repair and restoration of such casualty or Taking cannot be
                completed at least three (3) months prior to the Maturity Date,
                or (z) the conditions set forth in SECTION 4.8(B)(III) are not
                met, then Beneficiary, in its sole and absolute discretion may
                either:

                (i)     declare the entire Indebtedness to be immediately due
                        and payable; provided, however, that if no Event of
                        Default exists, no Make Whole Premium shall be due. All
                        proceeds shall be applied toward payment of the
                        Indebtedness in such priority as Beneficiary elects; or

                (ii)    disburse such proceeds as Beneficiary reasonably deems
                        necessary for the repair or replacement of the Premises
                        subject to those conditions set forth in SECTION
                        4.8(B)(III) which Beneficiary in its sole and absolute
                        discretion may require.

                ARTICLE V. EVENTS OF DEFAULT; TRUSTEE PROVISIONS

        5.1     EVENTS OF DEFAULT. For all purposes hereof, "EVENT OF DEFAULT"
shall mean either an "OPTIONAL EVENT OF DEFAULT" (as defined below) or an
"AUTOMATIC EVENT OF DEFAULT" (as defined below).

        a.      OPTIONAL EVENT OF DEFAULT. An "OPTIONAL EVENT OF DEFAULT" shall
                occur, at Beneficiary's option, upon the occurrence of any of
                the following events:

                (i)     MONETARY. Grantor shall fail to pay when due any
                        principal, interest, Make Whole Premium or other
                        Indebtedness, utilities, taxes or assessments or
                        insurance premiums required pursuant to the Loan
                        Documents, and such failure shall have continued for ten
                        (10) days.

                (ii)    FAILURE TO PERFORM. With respect to the matters not
                        otherwise described in the other subsections of this
                        SECTION 5.1, Grantor shall fail to duly observe or
                        perform any covenant, condition or agreement of the
                        Grantor or any Guarantor contained in this Deed

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<PAGE>

                        of Trust, the Loan Agreement, the Guaranty (if any), or
                        the Note from Grantor to Beneficiary or in any other
                        Loan Document, and such failure shall have continued for
                        thirty (30) days after Notice specifying such failure is
                        given by Beneficiary to Grantor; provided, however, if
                        any failure to observe or perform shall be of such
                        nature that it cannot be cured or remedied within thirty
                        (30) days, Grantor shall be entitled to a reasonable
                        period of time to cure or remedy such failure (not to
                        exceed ninety (90) days following the giving of Notice),
                        provided Grantor commences the cure or remedy thereof
                        within the thirty (30) day period following the giving
                        of Notice and thereafter proceeds with diligence, as
                        determined by Beneficiary, to complete such cure or
                        remedy; provided, however, that Grantor shall have no
                        right to notice and opportunity to cure such failure and
                        such failure shall immediately constitute an Optional
                        Event of Default in the case of any failure of the same
                        type or nature that is repeated more than twice in any
                        one calendar year or more than three times throughout
                        the time this Deed of Trust remains in effect.

                (iii)   DUE ON SALE. A Transfer (other than a Permitted
                        Transfer) shall occur.

                (iv)    REPRESENTATIONS AND WARRANTIES. Any representation or
                        warranty made in any of the Loan Documents shall prove
                        to be untrue or inaccurate in any material respect.

                (v)     KEY PERSON. The retirement, death, incapacity or
                        material reduction in current management authority or
                        duties, if any, of any two of the following persons at
                        the same time: Robert M. Behringer, Robert S. Aisner and
                        Gerald J. Reihsen, III, and Grantor's failure to provide
                        a substitute or replacement with regard to each such
                        person acceptable to Beneficiary within one hundred and
                        eighty (180) days after the occurrence of any such
                        event.

                (vi)    DEFAULT BY GUARANTOR. There is a default or breach by
                        Guarantor of the representations, warranties and
                        covenants of Guarantor pursuant to that certain
                        Repayment Guaranty of even date herewith made by
                        Guarantor in favor of Beneficiary.

                (vii)   DEATH OF GRANTOR/GUARANTOR. If Grantor or any Guarantor
                        is an individual, the death of any such individual.

                (viii)  SINGLE-PURPOSE ENTITY. If Grantor is required to be a
                        Single-Purpose Entity pursuant to the Loan Agreement,
                        the failure of Grantor to remain a Single-Purpose
                        Entity.

                (ix)    DEFAULT UNDER OR TERMINATION OF COMPUSA/TELVISTA LEASE.
                        An Event of Default (as defined in the CompUSA/Telvista
                        Lease) occurs with respect to the CompUSA/Telvista Lease
                        and the same is not cured within one hundred and eight
                        (180) days of the occurrence thereof, Grantor defaults
                        under or breaches the CompUSA/Telvista Lease and fails
                        to cure the same prior to the expiration of any
                        applicable cure period or the CompUSA/Telvista Lease is
                        terminated without the payment of the Termination Fee
                        (as defined therein) and the immediate deposit thereof
                        in the Escrow Account.

        b.      AUTOMATIC EVENT OF DEFAULT. An "AUTOMATIC EVENT OF DEFAULT"
                shall occur automatically upon the occurrence of any of the
                following events:

                (i)     VOLUNTARY BANKRUPTCY, INSOLVENCY, DISSOLUTION. Grantor,
                        Interest Owner or any Guarantor voluntarily brings or
                        acquiesces to any of the following: (A) any action for
                        dissolution or the like of Grantor, Interest Owner or
                        any Guarantor under the Bankruptcy Code as now or
                        hereafter constituted; (B) the filing of a petition or
                        answer proposing the adjudication of Grantor, Interest
                        Owner or any Guarantor as a bankrupt or its
                        reorganization or arrangement, or any composition,
                        readjustment, liquidation, dissolution or similar relief
                        with respect to it pursuant to any present or future
                        federal or State

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<PAGE>

                        bankruptcy or similar law; or (C) the appointment by
                        order of a court of competent jurisdiction of a
                        receiver, trustee or liquidator of the Premises or any
                        part thereof or of Grantor, Interest Owner or any
                        Guarantor or of substantially all of the assets of
                        Grantor, Interest Owner or any Guarantor; provided,
                        however, that with respect to the preceding matters for
                        an Interest Owner only, no Event of Default shall occur
                        until an interested party or Interest Owner asserts a
                        claim or right against Grantor or the Premises which in
                        any manner may affect Beneficiary's rights, remedies, or
                        interests granted under the Loan Documents (whether or
                        not such assertion is successful).

                (ii)    INVOLUNTARY BANKRUPTCY. One or more of the items set
                        forth in SECTION 5.1(B)(I) above occur which were either
                        not (i) voluntarily brought by Grantor, Interest Owner
                        or any Guarantor or (ii) acquiesced in by Grantor,
                        Interest Owner or any Guarantor, and which are not
                        discharged or dismissed within ninety (90) days after
                        the action, filing or appointment, as the case may be;
                        provided, however, that with respect to the preceding
                        matters for an Interest Owner only, no Event of Default
                        shall occur until an interested party or Interest Owner
                        asserts a claim or right against Grantor or the Premises
                        which in any manner may affect Beneficiary's rights,
                        remedies, or interests granted under the Loan Documents
                        (whether or not such assertion is successful).

        5.2     ACCELERATION. Upon the occurrence of an Optional Event of
Default, Beneficiary may, at its option, declare all sums owing to Beneficiary
under the Note, the Loan Agreement and the other Loan Documents immediately due
and payable without presentment, demand, protest, notice of protest, notice of
acceleration, notice of intention to accelerate or any other notice of any kind,
all of which are expressly waived by Grantor. Upon the occurrence of an
Automatic Event of Default, all sums owing to Beneficiary under the Note, the
Loan Agreement and the other Loan Documents shall automatically become
immediately due and payable, also without presentment, demand, protest, notice
of protest, notice of acceleration, notice of intention to accelerate or any
other notice of any kind, all of which are expressly waived by Grantor.

        5.3     RIGHTS AND REMEDIES. In addition to the rights and remedies in
SECTION 5.2 above, at any time after an Event of Default, unless the same has
been specifically waived in writing, Beneficiary shall have all of the following
rights and remedies:

        a.      ENTRY ON PREMISES. Grantor shall forthwith upon demand of
                Trustee or Beneficiary surrender to Beneficiary possession of
                the Premises, and Beneficiary shall be entitled to take actual
                possession of the Premises or any part thereof personally or by
                its agents or attorneys, and Beneficiary or Trustee in its
                discretion may, with or without force and with or without
                process of law, enter upon and take and maintain possession of
                all or any part of the Premises together with all documents,
                books, records, papers and accounts of the Grantor or the then
                owner of the Premises relating thereto, and may exclude Grantor,
                its agents or assigns wholly therefrom, and may as
                attorney-in-fact or agent of the Grantor, or in its own name as
                Beneficiary or Trustee, respectively, and under the powers
                herein granted: hold, operate, maintain, repair, rebuild,
                replace, alter, improve, manage or control the Premises as it
                deems judicious; insure and reinsure the same and any risks
                related to Beneficiary's possession, operation and management
                thereof; and receive all Rents, either personally or by its
                agents, and with full power to use such measures, legal or
                equitable, as in its discretion it deems proper or necessary to
                enforce the payment or security of the Rents, including actions
                for the recovery of Rent, actions in forcible detainer and
                actions in distress for Rents, hereby granting full power and
                authority to exercise each and every of the rights, privileges
                and powers herein granted at any and all times hereafter,
                without notice to Grantor; and conduct leasing activity pursuant
                to the provisions of the Section entitled "ASSIGNMENT OF LEASES
                AND RENTS" of ------------------------------ this Deed of Trust.
                Notwithstanding anything to the contrary contained herein,
                neither Trustee nor Beneficiary shall be obligated to perform or
                discharge, nor does either hereby undertake to perform or
                discharge, any obligation, duty or liability under any Lease.
                Should Trustee or Beneficiary incur any liability, loss or
                damage under any Leases, or under or by reason of the Assignment
                of Leases, or in the defense of any claims or demands whatsoever
                which may be asserted against Trustee or Beneficiary by reason
                of any alleged obligations or undertakings on its part to
                perform or discharge any of the terms, covenants or agreements
                in any Lease

                                       17
<PAGE>

                (INCLUDING THOSE CAUSED BY THE NEGLIGENCE AND/OR STRICT
                LIABILITY OF BENEFICIARY AND/OR TRUSTEE, but not to the extent
                caused solely as a result of Trustee's and/or Beneficiary's
                gross negligence or willful misconduct), the amount thereof,
                including costs, expenses and reasonable attorneys' fees and
                costs, including reasonable attorneys' fees and costs on appeal,
                shall be added to the Indebtedness and secured hereby.

        b.      APPLICATION OF RENTS. Trustee and Beneficiary in the exercise of
                the rights and powers conferred upon them shall have the full
                power to use and apply the Rents, less costs and expenses of
                collection to the payment of or on account of the items listed
                below, at the election of Beneficiary and in such order as
                Beneficiary may determine as follows: (a) to the payment of (i)
                the expenses of operating and maintaining the Premises,
                including, but not limited to the cost of management, leasing
                (which shall include reasonable compensation to Trustee,
                Beneficiary and their respective agent or agents if management
                and/or leasing is delegated to an agent or agents), repairing,
                rebuilding, replacing, altering and improving the Premises; (ii)
                premiums on insurance as herein authorized; (iii) taxes and
                special assessments now due or which may hereafter become due on
                the Premises; and (iv) expenses of placing the Premises in such
                condition as will, in the sole judgment of Beneficiary, make it
                readily rentable; (b) to the payment of any principal, interest
                or any other Indebtedness secured hereby or any deficiency which
                may result from any foreclosure sale; and (c) to the payment of
                established claims for damages, if any, reasonable attorneys'
                fees and costs. The manner of the application of Rents, the
                reasonableness of the costs and charges to which such Rents are
                applied and the item or items which shall be credited thereby
                shall be within the sole and unlimited discretion of
                Beneficiary. To the extent that the costs and expenses in (a)
                and (c) above exceed the amounts collected, the excess shall be
                added to the Indebtedness and secured hereby.

        c.      APPOINTMENT OF RECEIVER. Beneficiary may apply to any court
                having jurisdiction for the appointment of a receiver of the
                Premises. Such appointment may be made either before or after
                sale, without notice, without regard to the solvency or
                insolvency of Grantor at the time of application for such
                receiver and without regard to the then value of the Premises or
                the adequacy of Beneficiary's security. Beneficiary may be
                appointed as such receiver. Grantor hereby consents to the
                foregoing and waives any right to object to such appointment.
                Grantor further waives the right to require the posting of a
                bond in connection with the appointment of a receiver. The
                receiver shall have power to collect the Rents during the
                pendency of any foreclosure proceedings and, in case of a sale,
                during the full statutory period of redemption, if any, as well
                as during any further times when Grantor, except for the
                intervention of such receiver, would be entitled to collect such
                Rents. In addition, the receiver shall have all other powers
                which shall be necessary or are usual in such cases for the
                protection, possession, control, management and operation of the
                Premises during the whole of said period. The court from time to
                time may authorize the receiver to apply the net income in its
                possession at Beneficiary's election and in such order as
                Beneficiary may determine in payment in full or in part of those
                items listed in SECTION 5.3(B).

        d.      JUDICIAL FORECLOSURE; INJUNCTION. Beneficiary may commence and
                maintain an action or actions in any court of competent
                jurisdiction to foreclose this instrument as a mortgage or to
                obtain specific enforcement of the covenants of Grantor
                hereunder, and Grantor agrees that such covenants shall be
                specifically enforceable by injunction or any other appropriate
                equitable remedy and that for the purposes of any suit brought
                under this subparagraph, Grantor waives the defense of laches
                and any applicable statute of limitations.

        e.      POWER OF SALE. Beneficiary shall have the right to cause the
                Premises or any part thereof to be sold in order to accomplish
                the object of these trusts and, upon demand by Beneficiary,
                Trustee, without demand on Grantor unless required by law, shall
                sell the Premises at one or several sales, either as a whole or
                in separate parcels and in such manner and order, all as
                Beneficiary in its sole discretion may determine, having first
                given notice of the time and place of such sale as required by
                law for a trustee's sale of real property and the minimum period
                of time required by law after such notice having elapsed.
                Subject to requirements imposed by law, Trustee may postpone
                such sale from time to time by giving notice of such
                postponement in the same manner in which any original notice of
                sale was given or by an announcement or proclamation made to the

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<PAGE>

                persons assembled at the time and place previously appointed and
                noticed for such sale or postponed sale, and on the date of such
                sale or the date to which such sale may have been postponed,
                Trustee may sell the Premises to the highest bidder. Neither
                Grantor not any other person or entity other than Beneficiary
                shall have the right to direct the order in which the Premises
                is sold. A sale of less than the whole of the Premises or any
                defective or irregular sale made hereunder shall not exhaust the
                power of sale provided for herein. Trustee in conducting said
                sale may act either in person or through the agency of an
                auctioneer or attorney and will establish as one of the
                conditions of such sale that all bids and payments for said
                Premises be made in cash, in lawful money of the United States,
                payable at time of sale. Any person, including Trustee, Grantor
                or Beneficiary, may purchase at the sale. Upon such sale,
                Trustee shall make, execute, and after due payment is made,
                deliver to the purchaser or purchasers at such sale a deed or
                deeds for the Premises or part thereof sold, but without any
                covenant or warranty, express or implied. In the event of such a
                sale of the Premises or any part thereof and the execution of a
                deed or deeds therefor under these trusts, any recital therein
                of the occurrence of an Event of Default or of the giving or
                recording of any notice or demand by Trustee or Beneficiary
                regarding such sale shall be conclusive proof thereof, and the
                receipt of the purchase money recited therein shall fully
                discharge the purchaser from any obligation for the proper
                application of the proceeds of sale in accordance with these
                trusts.

                In connection with such sale of the Premises, Beneficiary may
                credit bid (as determined by Beneficiary in its sole and
                absolute discretion) all or any portion of the Indebtedness.
                Grantor hereby agrees that (A) in connection with determining
                such credit bid, Beneficiary may, but is not obligated to,
                consider and (B) in the context of an upset price hearing or
                other valuation proceeding, a court may consider, all or any of
                the following: (i) appraisals of the Premises as such appraisals
                may be discounted or adjusted by Beneficiary in its sole and
                absolute underwriting discretion; (ii) expenses and costs
                incurred by Beneficiary with respect to the Premises prior to
                foreclosure; (iii) expenses and costs which Beneficiary
                anticipates will be incurred with respect to the Premises after
                foreclosure, but prior to resale, including, without limitation,
                costs of structural reports and other due diligence, costs to
                carry the Premises prior to resale, costs of resale (e.g.
                commissions, attorneys' fees, and taxes), costs of any Hazardous
                Materials clean-up and monitoring, costs of deferred
                maintenance, repair, refurbishment and retrofit, costs of
                defending or settling litigation affecting the Premises, and
                lost opportunity costs (if any), including the time value of
                money during any anticipated holding period by Beneficiary; (iv)
                declining trends in real property values generally and with
                respect to properties similar to the Premises; (v) anticipated
                discounts upon resale of the Premises as a distressed or
                foreclosed property; (vi) the fact of additional collateral (if
                any), for the Indebtedness; AND (vii) such other factors or
                matters that Beneficiary (in its sole and absolute discretion)
                deems appropriate. In regard to the above, Grantor acknowledges
                and agrees that: (viii) Beneficiary is not required to use any
                or all of the foregoing factors to determine the amount of its
                credit bid; (ix) this paragraph does not impose upon Beneficiary
                any additional obligations that are not imposed by law at the
                time the credit bid is made; (x) the amount of Beneficiary's
                credit bid need not have any relation to any loan-to-value
                ratios specified in the Loan Documents or previously discussed
                between Grantor and Beneficiary; and (xi) Beneficiary's credit
                bid may be (at Beneficiary's sole and absolute discretion)
                higher or lower than any appraised value of the Premises.

        f.      MULTIPLE FORECLOSURES. To resort to and realize upon the
                security hereunder and any other security now or later held by
                or for the benefit of Beneficiary concurrently or successively
                and in one or several consolidated or independent judicial
                actions or lawfully taken nonjudicial proceedings, or both, and
                to apply the proceeds received upon the Indebtedness all in such
                order or manner as Trustee and Beneficiary or either of them
                determine in their sole discretion.

        g.      RIGHTS TO COLLATERAL. To exercise all rights Trustee or
                Beneficiary may have with respect to the Collateral under this
                Deed of Trust, the UCC or otherwise at law; and

        h.      OTHER RIGHTS. To exercise such other rights as Trustee or
                Beneficiary may have at law or in equity or pursuant to the
                terms and conditions of this Deed of Trust or any of the other
                Loan Documents.

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<PAGE>

                In connection with any sale or sales hereunder, Beneficiary may
                elect to treat any of the Premises which consists of a right in
                action or which is property that can be severed from the
                Premises (including, without limitation, any improvements
                forming a part thereof) without causing structural damage
                thereto as if the same were personal property or a fixture, as
                the case may be, and dispose of the same in accordance with
                applicable law, separate and apart from the sale of the
                Premises. Any sale of Collateral hereunder shall be conducted in
                any manner permitted by the UCC.

        5.4     APPLICATION OF FUNDS AFTER EVENT OF DEFAULT. After the
occurrence and during the continuance of an Event of Default, Beneficiary may
apply all funds received in respect of the Indebtedness, including the proceeds
of any foreclosure sale or other sale of the Premises, in such order of priority
as Beneficiary may determine in its sole discretion.

        5.5     WAIVER OF MARSHALING RIGHTS, RIGHTS OF REDEMPTION AND
REINSTATEMENT. Grantor hereby agrees that upon the occurrence of an Event of
Default and the acceleration of the principal sum secured hereby pursuant to
this Deed of Trust, to the full extent that such rights can be lawfully waived,
Grantor hereby waives and agrees not to insist upon, plead, or in any manner
take advantage of, any notice of acceleration, any stay, extension, exemption,
homestead, marshaling or moratorium law or any law providing for the valuation
or appraisement of all or any part of the Premises prior to any sale or sales
thereof under any provision of this Deed of Trust or before or after any decree,
judgment or order of any court or confirmation thereof, or claim or exercise any
right to redeem all or any part of the Premises so sold and hereby expressly
waives to the full extent permitted by applicable law on behalf of itself and
each and every Person acquiring any right, title or interest in or to all or any
part of the Premises, all benefit and advantage of any such laws which would
otherwise be available to Grantor or any such Person, and agrees that neither
Grantor nor any such Person will invoke or utilize any such law to otherwise
hinder, delay or impede the exercise of any remedy granted or delegated to
Beneficiary herein but will permit the exercise of such remedy as though any
such laws had not been enacted. Grantor hereby further expressly waives to the
full extent permitted by applicable law on behalf of itself and each and every
Person acquiring any right, title or interest in or to all or any part of the
Premises any and all rights of redemption from any sale or any order or decree
of foreclosure obtained pursuant to provisions of this Deed of Trust. To the
extent permitted by law, Grantor hereby waives and releases all procedural
errors, defects and imperfections in any proceedings instituted by Beneficiary
under the terms of this Deed of Trust, the Note and the other Loan Documents.

        5.6     PAYMENT OF COSTS, EXPENSES AND ATTORNEYS' FEES. Grantor agrees
that all reasonable costs, charges and expenses, including but not limited to,
reasonable attorneys' fees and costs, incurred or expended by Trustee or
Beneficiary arising out of or in connection with any action, proceeding or
hearing, whether legal, equitable or quasi-legal, including the preparation
therefor and any appeal therefrom, in any way affecting or pertaining to the
Loan Documents or the Premises, shall be promptly paid by Grantor. Such expenses
shall include but not be limited to reasonable expenses (including the
reasonable fees and expenses of legal counsel for Beneficiary and Trustee)
incurred in connection with: (a) the preservation and enforcement of
Beneficiary's liens and security interests under this Deed of Trust; (b) the
protection, exercise or enforcement of Beneficiary's rights with respect to the
Premises including, without limitation, Trustee's and Beneficiary's rights to
(i) collect or take possession of the Premises and the proceeds thereof, (ii)
hold the Premises, (iii) prepare the Premises for sale or other disposition and
(iv) sell or otherwise dispose of the Premises; and (c) the assertion,
protection, exercise or enforcement of Beneficiary's rights in any proceeding
under the Bankruptcy Code, including, without limitation, the preparation,
filing and prosecution of (i) proofs of claim, (ii) motions for relief from the
automatic stay, (iii) motions for adequate protection, and (iv) complaints,
answers and other pleadings in adversary proceedings by or against Beneficiary
or relating in any way to the Premises. All such sums not promptly paid by
Grantor shall be added to the Indebtedness secured hereby and shall bear
interest at the Default Rate from the date of such advance and shall be due and
payable on demand.

        5.7     POWER TO FILE NOTICES AND CURE DEFAULTS. Grantor hereby
irrevocably appoints Beneficiary and its successors and assigns, as its
attorney-in-fact, which agency is coupled with an interest, to perform any
obligation of Grantor hereunder upon the occurrence of an Event of Default;
PROVIDED, HOWEVER, that: (a) Beneficiary as such attorney-in-fact shall only be
accountable for such funds as are actually received by Beneficiary; and (b)
Beneficiary shall not be liable to Grantor or any other Person for any failure
to act under this Section.

                                       20
<PAGE>

        5.8     REMEDIES CUMULATIVE. All rights and remedies granted to Trustee
or Beneficiary in the Loan Documents shall be in addition to and not in
limitation of any rights and remedies to which it is entitled in equity, at law
or by statute, and the invalidity of any right or remedy herein provided by
reason of its conflict with applicable law or statute shall not affect any other
valid right or remedy afforded to Trustee or Beneficiary. No waiver of any
default or Event of Default under any of the Loan Documents shall at any time
thereafter be held to be a waiver of any rights of Trustee or Beneficiary
hereunder, nor shall any waiver of a prior Event of Default or default operate
to waive any subsequent Event of Default or default. All remedies provided for
in the Loan Documents are cumulative and may, at the election of Beneficiary, be
exercised alternatively, successively or concurrently. No act of Trustee or
Beneficiary shall be construed as an election to proceed under any one provision
herein to the exclusion of any other provision or to proceed against one portion
of the Premises to the exclusion of any other portion. Time is of the essence
under this Deed of Trust and the Loan Documents.

        5.9     NO CURE OR WAIVER. By accepting payment of any sum secured
hereby after its due date, Beneficiary does not waive its right either to
require prompt payment when due of all other sums or installments so secured or
to declare an Event of Default for failure to pay such other sums or
installments.

        5.10    SUBSTITUTION OF TRUSTEE. From time to time, Beneficiary, without
joinder of any other person or entity, may substitute another Trustee in place
of the Trustee named herein to execute the trusts hereby created, and upon such
appointment and without conveyance to the successor trustee, (a) the successor
trustee shall be vested with all the title, interest, powers, duties and trusts
in the Premises hereby vested in or conferred upon the Trustee originally named
herein and (b) the predecessor trustee shall be discharged from all further
obligations hereunder. Each such appointment and substitution shall be made by a
written instrument executed and acknowledged by Beneficiary containing reference
to this Deed of Trust sufficient to identify it, which instrument, when recorded
in the office of the county recorder of the county or counties in which the
Premises is situated, shall be conclusive proof of the proper appointment of the
successor trustee. The recital or statement in any instrument executed by
Trustee in pursuance of any of said trusts of the due authorization of any agent
of the Trustee executing the same shall for all purposes be conclusive proof of
such authorization.

        5.11    ACCEPTANCE OF TRUST; POWERS AND DUTIES OF TRUSTEE. Trustee
accepts this trust when this Deed of Trust is recorded. From time to time upon
written request of Beneficiary and presentation of this Deed of Trust, or a
certified copy thereof, for endorsement, and without affecting the personal
liability of any person for the payment or performance of the Indebtedness,
Trustee may, without liability therefor and without notice: (a) reconvey all or
any part of the Premises; (b) consent to the making of any map or plat of the
Premises; (c) join in granting any easement on the Premises; (d) join in any
declaration of covenants and restrictions; or (e) join in any extension
agreement or any agreement subordinating the lien or charge of this Deed of
Trust. Nothing contained in the immediately preceding sentence shall be
construed to limit, impair or otherwise affect the rights of Grantor in any
respect. Except as may otherwise be required by applicable law, Trustee or
Beneficiary may from time to time apply to any court of competent jurisdiction
for aid and direction in the execution of the trusts hereunder and the
enforcement of the rights and remedies available hereunder, and Trustee or
Beneficiary may obtain orders or decrees directing or confirming or approving
acts in the execution of said trusts and the enforcement of said remedies.
Trustee has no obligation to notify any party of any pending sale or any action
or proceeding (including, without limitation, actions in which Grantor,
Beneficiary or Trustee shall be a party) unless held or commenced and maintained
by Trustee under this Deed of Trust. Trustee shall not be obligated to perform
any act required of it hereunder unless the performance of the act is requested
in writing and Trustee is reasonably indemnified and held harmless for, from and
against loss, cost, liability and expense.

        5.12    FURTHER ASSURANCES TO TRUSTEE. Grantor, forthwith upon request,
at any and all times hereafter and at the expense of Grantor, will cause to be
made, executed, acknowledged and delivered to Trustee, any and every deed or
assurance in law which Trustee or counsel of Trustee shall reasonably advise or
require for the more sure, effectual and satisfactory granting and confirming of
the Premises unto Trustee.

        5.13    TRUSTEE NOT LIABLE. Trustee shall not be liable or responsible
for its acts or omissions hereunder, INCLUDING THE NEGLIGENCE AND/OR STRICT
LIABILITY OF TRUSTEE, but not to the extent of Trustee's own gross negligence or
willful misconduct, nor shall Trustee be liable or responsible for any acts or
omissions of any of Trustee's agents, attorneys or employees (INCLUDING THE
NEGLIGENCE AND/OR

                                       21
<PAGE>

STRICT LIABILITY OF SUCH PARTIES, but not to the extent of such parties' gross
negligence or willful misconduct), if selected with reasonable care.

        5.14    COMPENSATION OF TRUSTEE. Grantor shall pay to Trustee reasonable
compensation and reimbursement for services and expenses in the administration
of this trust, including, without limitation, reasonable attorneys' fees.
Grantor shall pay all indebtedness arising under this Section immediately upon
demand by Trustee or Beneficiary together with interest thereon from the date
the indebtedness arises at the rate of interest then applicable to the principal
balance of the Note as specified therein.

                      ARTICLE VI. MISCELLANEOUS PROVISIONS

        6.1     ADDITIONAL PROVISIONS; LIMITATION ON LIABILITY; SAVINGS CLAUSE.
The Loan Documents contain or incorporate by reference the entire agreement of
the parties with respect to matters contemplated herein and supersede all prior
negotiations. The Loan Documents grant further rights to Beneficiary and contain
further agreements and affirmative and negative covenants by Grantor which apply
to this Deed of Trust and to the Premises and such further rights and agreements
are incorporated herein by this reference. The interest provisions of Section
7.25(b) of the Loan Agreement and the usury savings provisions of the Note are
fully incorporated herein by reference as if the same were specifically stated
here.

        6.2     COSTS AND EXPENSES. Grantor shall pay to Trustee or Beneficiary,
as applicable, the full amount of all costs and expenses, including, without
limitation, reasonable attorneys' fees and expenses of Trustee or Beneficiary's
in-house or outside counsel, incurred by Trustee or Beneficiary in connection
with: (a) appraisals and inspections of the Premises or Collateral required by
Beneficiary as a result of (i) a Transfer or proposed Transfer, or (ii) an Event
of Default; (b) appraisals and inspections of the Premises or Collateral
required by applicable law, including, without limitation, federal or State
regulatory reporting requirements; and (c) any acts performed by Beneficiary at
Grantor's request or wholly or partially for the benefit of Grantor (including,
without limitation, the preparation or review of amendments, assumptions,
waivers, releases, reconveyances, proposed leases and amendments of leases,
subordinations, estoppel certificates or statements of amounts owing under any
Indebtedness). In connection with appraisals and inspections, Grantor
specifically (but not by way of limitation) acknowledges that: (aa) a formal
written appraisal of the Premises by a State certified or licensed appraiser may
be required by federal regulatory reporting requirements on an annual or more
frequent basis; and (bb) Beneficiary may require inspection of the Premises by
an independent supervising architect, a cost engineering specialist, or both.
Furthermore, upon the occurrence of any Event of Default, Beneficiary may, but
need not, make any payment or perform any act herein required of Grantor, in any
form and manner deemed expedient and may, but need not, make full or partial
payments of principal or interest on prior encumbrances, if any, and purchase,
discharge, compromise or settle any tax lien or other prior lien or title or
claim thereof, or redeem from any tax sale or forfeiture affecting said
Premises, or contest any tax or assessment. All moneys paid for any of the
purposes herein authorized and all reasonable expenses paid or incurred in
connection therewith, including but not limited to, reasonable attorneys' fees
and costs and reasonable attorneys' fees and costs on appeal, and any other
money advanced by Beneficiary to protect the Premises and the lien hereof, shall
be so much additional Indebtedness secured hereby and shall become immediately
due and payable without notice and with interest thereon at the Default Rate
from the date of expenditure or advance until paid. In making any payment hereby
authorized relating to taxes or assessments or for the purchase, discharge,
compromise or settlement of any prior lien, Beneficiary may make such payment
according to any bill, statement or estimate secured from the appropriate public
office without inquiry into the accuracy thereof or into the validity of any
tax, assessment, sale, forfeiture, tax lien or title or claim thereof or without
inquiry as to the validity or amount of any claim for lien which may be
asserted.

        6.3     NO RELEASE. If the payment of the Indebtedness secured hereby or
of any part thereof shall be extended or varied, or if any part of the security
be released, all persons now or at any time hereafter liable therefor, or
interested in said Premises, shall be held to assent to such extension,
variation or release, and their liability and the lien and all provisions hereof
shall continue in full force, the right of recourse against all such persons
being expressly reserved by Beneficiary notwithstanding such variation or
release.

        6.4     RECONVEYANCE. Upon Beneficiary's written request, and upon
surrender of this Deed of Trust or certified copy thereof and any note,
instrument or instruments setting forth all obligations secured hereby to
Trustee for cancellation, Trustee shall release, without warranty, this Deed of
Trust and the lien hereof by proper

                                       22
<PAGE>

instrument executed in recordable form. The recitals of any matters or facts in
any reconveyance executed hereunder shall be conclusive proof of the
truthfulness thereof. To the extent permitted by law, the reconveyance may
describe any grantee named therein as "the person or persons legally entitled
thereto". Neither Beneficiary nor Trustee shall have any duty to determine the
rights of persons claiming to be rightful grantees under any such reconveyance.
When the Premises have been fully reconveyed, the last such reconveyance shall
operate as a reassignment of all future rents, issues and profits of the
Premises to person or persons legally entitled thereto.

        6.5     RIGHT OF INSPECTION.

        a.      Grantor hereby grants to Beneficiary and its respective agents,
                attorneys, employees, consultants, contractors and assigns an
                irrevocable license and authorization to enter upon and inspect
                the Premises and all facilities located thereon at reasonable
                times. Beneficiary shall make reasonable efforts to ensure that
                the operations of the tenants are not disrupted.

        b.      In the event there has been an Event of Default or in the event
                Beneficiary has formed a reasonable belief, based on its
                inspection of the Premises or other factors known to it, that
                Hazardous Materials may be present on the Premises, then Grantor
                grants to Beneficiary and its respective agents, attorneys,
                employees, consultants, contractors and assigns an irrevocable
                license and authorization to conduct, at Grantor's expense,
                environmental tests of the Premises, including without
                limitation, a Phase I environmental audit, subsurface testing,
                soil and ground water testing, and other tests which may
                physically invade the Premises or facilities (the "TESTS"). The
                scope of the ----- Tests shall be such as Beneficiary, in its
                sole discretion, determines is necessary to: (i) investigate the
                condition of the Premises; (ii) protect the security interests
                created under this Deed of Trust; or (iii) determine compliance
                with Environmental Laws, the provisions of the Loan Documents
                and other matters relating thereto.

        c.      The foregoing licenses and authorizations are intended to be a
                means of protection of Beneficiary's security interest in the
                Premises and not as participation in the management of the
                Premises.

        6.6     SEVERABILITY. In the event one or more provisions of the Loan
Documents shall be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision hereof, and the Loan Documents shall be construed as if any such
provision had never been contained herein or therein.

        6.7     FURTHER ASSURANCES. Grantor shall, upon demand by Beneficiary or
Trustee, execute, acknowledge (if appropriate) and deliver any and all documents
and instruments and do or cause to be done all further acts reasonably necessary
or appropriate to effectuate the purposes of the Loan Documents and to perfect
any assignments contained therein.

        6.8     ATTORNEYS' FEES. If any legal action, suit or proceeding is
commenced between Grantor and Beneficiary regarding their respective rights and
obligations under this Deed of Trust or any of the other Loan Documents,
Beneficiary shall be entitled to recover, in addition to damages or other
relief, costs and expenses, reasonable attorneys' fees and court costs
(including, without limitation, expert witness fees).

        6.9     GRANTOR AND BENEFICIARY DEFINED. The term "Grantor" includes the
original Grantor and any subsequent owner or owners of any of the Premises, and
the term "Beneficiary" includes the original Beneficiary and any future owner or
holder, including assignees, pledgees and participants, of the Note or any
interest therein.

        6.10    DISCLAIMERS.

        a.      RELATIONSHIP. The relationship of Grantor and Beneficiary under
                this Deed of Trust and the other Loan Documents is, and shall at
                all times remain, solely that of borrower and lender; and
                Beneficiary neither undertakes nor assumes any responsibility or
                duty to Grantor or to any third

                                       23
<PAGE>

                party with respect to the Premises. Notwithstanding any other
                provisions of this Deed of Trust and the other Loan Documents:
                (i) Beneficiary is not, and shall not be construed to be, a
                partner, joint venturer, member, alter ego, manager, controlling
                person or other business associate or participant of any kind of
                Grantor, and Beneficiary does not intend to ever assume such
                status; and (ii) Beneficiary shall not be deemed responsible for
                or a participant in any acts, omissions or decisions of Grantor.

        b.      NO LIABILITY. Beneficiary shall not be directly or indirectly
                liable or responsible for any loss, claim, cause of action,
                liability, indebtedness, damage or injury of any kind or
                character to any person or property arising from any
                construction on, or occupancy or use of, the Premises, whether
                caused by or arising from: (i) any defect in any building,
                structure, grading, fill, landscaping or other improvements
                thereon or in any on-site or off-site improvement or other
                facility therein or thereon; (ii) any act or omission of Grantor
                or any of Grantor's agents, employees, independent contractors,
                licensees or invitees; (iii) any accident in or on the Premises
                or any fire, flood or other casualty or hazard thereon; (iv) the
                failure of Grantor or any of Grantor's licensees, employees,
                invitees, agents, independent contractors or other
                representatives to maintain the Premises in a safe condition; or
                (v) any nuisance made or suffered on any part of the Premises.

        6.11    EXCULPATION. Beneficiary shall not directly or indirectly be
liable to Grantor or any other person as a consequence of: (a) the exercise of
the rights, remedies or powers granted to Beneficiary in this Deed of Trust; (b)
the failure or refusal of Beneficiary to perform or discharge any obligation or
liability of Grantor under any agreement related to the Premises or under this
Deed of Trust; or (c) any loss sustained by Grantor or any third party resulting
from Beneficiary's failure to lease the Premises after an Event of Default or
from any other act or omission of Beneficiary in managing the Premises after an
Event of Default unless the loss is caused by the willful misconduct and bad
faith of Beneficiary and no such liability shall be asserted or enforced against
Beneficiary, all such liability being expressly waived and released by Grantor.

        6.12    DEED OF TRUST ESTOPPEL CERTIFICATES. Within thirty (30) days
after any written request by any party to this Deed of Trust, the requested
party shall certify, by a written statement duly acknowledged, the amount of
principal, interest and other Indebtedness then owing on the Note, the terms of
payment, Maturity Date and the date to which interest has been paid. Grantor
shall further certify whether any defaults, offsets or defenses exist against
the Indebtedness secured hereby.

        6.13    RELATIONSHIP OF ARTICLES. The rights, remedies and interests of
Beneficiary under the deed of trust established by Article I and the security
agreement established by Article II are independent and cumulative, and there
shall be no merger of any lien created by the deed of trust with any security
interest created by the security agreement. Beneficiary may elect to exercise or
enforce any of its rights, remedies or interests under either or both the deed
of trust or the security agreement as Beneficiary may from time to time deem
appropriate. The absolute assignment of rents and leases established by Article
III is similarly independent of and separate from the deed of trust and the
security agreement.

        6.14    NOTICES. All notices and other communications that are required
or permitted to be given to a party under this Deed of Trust shall be given in
accordance with the terms of the Loan Agreement.

        6.15    INTERPRETATION. Grantor has had the opportunity to fully
negotiate the terms hereof and modify the draftsmanship of this Deed of Trust.
Therefore, the terms of this Deed of Trust shall be construed and interpreted
without any presumption, inference, or rule requiring construction or
interpretation of any provision of this Deed of Trust against the interest of
the party causing this Deed of Trust or any portion of it to be drafted. Grantor
is entering into this Deed of Trust freely and voluntarily without any duress,
economic or otherwise.

        6.16    HEIRS, SUCCESSORS AND ASSIGNS. This Deed of Trust and all
provisions hereof shall inure to the benefit of the heirs, successors and
assigns of Beneficiary and shall bind the heirs and permitted successors and
assigns of Grantor.

                                       24
<PAGE>

        6.17    GOVERNING LAW. This Deed of Trust shall be governed by, and
construed in accordance with the laws of the State where the Premises are
located, without regard to its conflicts of law principles.

        6.18    WAIVER OF JURY TRIAL. GRANTOR AND BENEFICIARY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THE LOAN, THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR
ACTIONS OF GRANTOR, BENEFICIARY OR TRUSTEE. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR BENEFICIARY TO MAKE THE LOAN TO GRANTOR.

        6.19    NOTICES; DEFENSE AND NOTICE OF LOSSES, CLAIMS AND ACTIONS.
Grantor shall protect, preserve and defend the Premises and title to and right
of possession of the Premises, the security of this Deed of Trust and the rights
and powers of Beneficiary and Trustee hereunder at Grantor's sole expense
against all adverse claims, whether the claim: (a) is against a possessory or
non-possessory interest; (b) arose prior or subsequent to the Closing Date; or
(c) is senior or junior to Grantor's or Beneficiary's rights. Grantor shall give
Beneficiary and Trustee prompt notice in writing of the assertion of any claim,
of the filing of any action or proceeding, of the occurrence of any damage to
the Premises and of any condemnation offer or action. Unless Beneficiary shall
otherwise direct in writing, Grantor shall appear in and defend all actions or
proceedings purporting to affect the security hereunder, or any right or power
of Beneficiary or Trustee. Beneficiary shall have the right to appear in such
actions or proceedings. Grantor shall save Beneficiary and Trustee harmless for,
from and against all costs and expenses, including but not limited to,
reasonable attorneys' fees and costs, and costs of a title search, continuation
of abstract and preparation of survey incurred by reason of any action, suit,
proceeding, hearing, motion or application before any court or administrative
body in and to which Beneficiary or Trustee may be or become a party by reason
hereof. Such proceedings shall include but not be limited to condemnation,
bankruptcy, probate and administration proceedings, as well as any other action,
suit, proceeding, right, motion or application wherein proof of claim is by law
required to be filed or in which it becomes necessary to defend or uphold the
terms of this Deed of Trust or the Loan Documents or otherwise purporting to
affect the security hereof or the rights or powers of Beneficiary or Trustee.
All money paid or expended by Beneficiary or Trustee in that regard, together
with interest thereon from date of such payment at the Interest Rate then
applicable under the Loan Documents, shall be additional Indebtedness secured
hereby and shall be immediately due and payable by Grantor without notice.

        6.20    MERGER. No merger shall occur as a result of Beneficiary's
acquiring any other estate in, or any other lien on, the Premises unless
Beneficiary consents to a merger in writing.

        6.21    CAPITALIZED TERMS. Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement or the other Loan
Documents, as applicable.

        6.22    SEPARATE AND COMMUNITY PROPERTY. Any married person who executes
this Deed of Trust as a "Grantor" agrees that any money judgment which
Beneficiary or Trustee obtains pursuant to the terms of this Deed of Trust or
any other obligation of that married person secured by this Deed of Trust may be
collected by execution upon any separate property or community property of that
person.

        6.23    CONSENT TO JURISDICTION. Grantor irrevocably submits to the
jurisdiction of any State or federal court sitting in the State of Washington,
the State where the Premises are located, and the State in which Grantor's
principal place of business is located over any suit, action, or proceeding
arising out of or relating to this Deed of Trust, the Note or the Loan evidenced
thereby and any State court sitting in the county of the State where the
Premises are located over any suit, action, or proceeding brought by Beneficiary
to exercise any of its rights under the Loan Documents or any action brought by
Beneficiary to enforce its rights with respect to the Collateral. Grantor
irrevocably waives, to the fullest extent permitted by law, any objection that
Grantor may now or hereafter have to the laying of venue of any such suit,
action, or proceeding brought in any such court and any claim that any such
suit, action, or proceeding brought in any such court has been brought in an
inconvenient forum. Grantor further consents and agrees to service of any
summons, complaint or other legal process in any such suit, action or proceeding
by registered or certified U.S. mail, postage prepaid, to Grantor at the address
for notices described in the Loan Agreement, and consents and agrees that such
service shall constitute in every respect valid and effective

                                       25
<PAGE>

service (but nothing herein shall affect the validity or effectiveness of
process served in any other manner permitted by law).

        6.24    EXHIBITS. EXHIBIT A is incorporated into this Deed of Trust by
this reference.

        6.25    CONSENTS AND APPROVALS. Wherever Beneficiary's consent,
approval, acceptance or satisfaction is required under any provision of this
Deed of Trust or any of the other Loan Documents, such consent, approval,
acceptance or satisfaction shall not be unreasonably withheld, conditioned or
delayed by Beneficiary unless such provision expressly so provides.

        6.26    JOINT AND SEVERAL LIABILITY. If this Deed of Trust is executed
by more than one Person as Grantor, the obligations of each such Person shall be
joint and several.

        6.27    COUNTERPARTS. This Deed of Trust may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed an
original and all of which taken together shall constitute but one agreement.

        6.28    STATE SPECIFIC PROVISIONS. Notwithstanding anything contained
herein to the contrary:

        a.      MATURITY DATE. The Maturity Date of the Note is October 4, 2007,
                unless extended in accordance with the terms and provisions of
                Sections 2.4 and 2.5 of the Loan Agreement.

        b.      FIXTURE FILING. With respect to SECTION 2.2 hereof, this Deed of
                Trust shall be effective as a financing statement filed as a
                fixture filing with respect to all fixtures included within the
                Premises and is to be filed for record in the real estate
                records in the Office of the County Clerk where the Land
                (including said fixtures) is situated. This Deed of Trust shall
                also be effective as a financing statement covering as-extracted
                collateral and is to be filed for record in the real estate
                records of the county where the Land is situated. The mailing
                address of Grantor is set forth on the first page of this Deed
                of Trust and the address of Beneficiary from which information
                concerning the security interest may be obtained is the address
                of Beneficiary set forth on the first page of this Deed of
                Trust.

        c.      GRANT OF LICENSE. In no event will the assignment pursuant to
                ARTICLE 3 hereof reduce the Indebtedness, except to the extent,
                if any, that Rents are actually received by Beneficiary and
                applied upon or after said receipt to the Indebtedness in
                accordance herewith.

        d.      FORECLOSURE.

                (i)     If Grantor shall well and truly pay, or cause to be
                        paid, the Indebtedness and does keep and perform each
                        and every covenant, condition and stipulation herein and
                        in the other Loan Documents contained, then these
                        presents shall become null and void; otherwise to be and
                        remain in full force and effect; but if an Event of
                        Default shall occur and the Indebtedness, shall, at the
                        option of Beneficiary, become at once due and payable,
                        then, without limitation to any other rights or remedies
                        of Beneficiary contained herein, Trustee shall be and is
                        hereby authorized and empowered, when requested so to do
                        by Beneficiary after such default, to sell the Premises
                        covered hereby at public auction to the highest bidder
                        for cash between the hours of ten o'clock a.m. and four
                        o'clock p.m. of the first Tuesday in any month, at the
                        designated location for such sale at the County Court
                        House in the county in which the Premises or any part
                        thereof is situated, after complying with the statutes
                        and procedures of the State of Texas governing such
                        sales and after advertising the time, place, and terms
                        of said sale and the Premises to be sold and by posting
                        or causing to be posted for at least twenty-one (21)
                        consecutive days prior to the date of said sale written
                        or printed notice thereof at the designated location for
                        such posting at the courthouse of the county in which
                        the sale is to be made and if the Premises is located in
                        more than one county, one notice shall be posted at the
                        courthouse door of

                                       26
<PAGE>

                        each county in which the Premises is located. In
                        addition to such posting of notice, Beneficiary shall at
                        least twenty-one (21) days preceding the date of sale
                        file a copy of such notice with the Clerk of the County
                        in which the Premises is located and shall serve written
                        notice of the proposed sale by certified mail on Grantor
                        and on each other debtor, if any, obligated to pay the
                        Indebtedness. Service of such notice shall be completed
                        upon deposit of the notice enclosed in a postpaid
                        wrapper, properly addressed to Grantor and such other
                        debtors at their most recent address or addresses as
                        shown by the records of Beneficiary in a post office or
                        official depository under the care and custody of the
                        United States Postal Service. The affidavit of any
                        person having knowledge of the facts to the effect that
                        such service was completed shall be prima facie evidence
                        of the fact of service. Grantor agrees that no notice of
                        any sale other than as set out in this paragraph need be
                        given by Trustee, Beneficiary or any other person.
                        Notwithstanding the foregoing provisions of this
                        paragraph, notice of such sale given in accordance with
                        the applicable laws of the State of Texas in effect at
                        the time of such sale shall constitute sufficient notice
                        of such sale. The Grantor does hereby authorize and
                        empower said Trustee and each and all of his or its
                        successors in this trust, to sell the Premises,
                        together, or in lots or parcels, as Trustee shall deem
                        expedient, and to execute and deliver to the purchaser
                        or purchasers of the Premises good and sufficient deeds
                        of conveyance thereof by fee simple title, with
                        covenants of general warranty, and the title of such
                        purchaser or purchasers, when so made by Trustee,
                        Grantor binds itself to warrant and forever defend; and
                        to receive the proceeds of said sale which shall be
                        applied in accordance with the order or priority set
                        forth herein.

                (ii)    Beneficiary may bid and become the purchaser of the
                        Premises at any such sale. The deed or deeds which shall
                        be given by Trustee to the purchaser or purchasers at
                        such sale shall be prima facie evidence of the truth of
                        all the recitals therein as to default in the payment of
                        the Indebtedness, or of interest due thereof, or of the
                        sums thereunder and hereunder due, the request to the
                        Trustee to sell, the advertisement or posting of such
                        sale, the proceedings at such sale, the facts, if any,
                        authorizing a substitute Trustee to act in the Premises,
                        and everything necessary to the validity of such sale.
                        In the alternative, upon any such default, at the option
                        of Beneficiary, this Deed of Trust may be foreclosed
                        according to law.

                (iii)   Subject to the conditions set forth, the Grantor
                        specifically agrees that after any sale under this Deed
                        of Trust it shall be a mere tenant at sufferance of the
                        purchaser of said Premises at Trustee's sale and that
                        the purchaser of said Premises shall be entitled to
                        immediate possession thereof, and if the Grantor fails
                        to vacate the Premises immediately, the purchaser may,
                        and shall have the right to, go into any justice court
                        in the precinct or county in which any portion of the
                        Premises is located and file an action in forcible entry
                        and detainer, which action shall lie against Grantor as
                        tenant at sufferance. This remedy is cumulative of any
                        and all remedies the purchaser may have hereunder or
                        otherwise.

                (iv)    It is agreed that in the event a foreclosure hereunder
                        shall be commenced by Trustee advertising the Premises
                        for sale, Beneficiary may, at any time before the sale
                        of the Premises by Trustee, direct Trustee to abandon
                        the sale of the Premises as advertised, and Beneficiary
                        may institute legal proceedings for a foreclosure under
                        this Deed of Trust, and such election on the part of
                        Beneficiary in directing Trustee to make such sale shall
                        not constitute an election of remedies or preclude the
                        prosecution of said foreclosure suit hereunder; and it
                        is further agreed that if Beneficiary should institute a
                        suit for foreclosure the plaintiff in any such suit may
                        dismiss such suit at any time before the entry of final
                        judgment of foreclosure and require Trustee to advertise
                        the Premises and sell the same under the powers given
                        Trustee herein, and the filing of such suit shall not
                        constitute an election of remedies on the part of
                        Beneficiary, or preclude Beneficiary from dismissing
                        said suit and requiring the Trustee to sell the Premises
                        as authorized in this Deed of Trust.

                                       27
<PAGE>

                (v)     It is hereby agreed that Beneficiary is hereby
                        subrogated to all of the rights, liens, remedies,
                        equities, superior title and benefits held, owned,
                        possessed or enjoyed at any time by any owners or
                        holders of the Indebtedness discharged from funds
                        advanced under the Note. Borrower further agrees that if
                        it becomes necessary for Beneficiary to advance any sum
                        greater than the maximum principal amount of the
                        Indebtedness (which advancement may be for taking up
                        vendor's or other liens, past due taxes, insurance
                        premiums, liens for labor or materials, for procuring
                        deeds or any other instruments to protect title of
                        Borrower), it may do so and this Deed of Trust shall
                        secure such advancement which Borrower hereby agrees to
                        pay upon demand.

                (vi)    All costs and expenses incurred by Trustee in connection
                        with the enforcement of its rights and remedies
                        hereunder (including, but not limited, its reasonable
                        attorneys' fees and expenses) shall be paid for by
                        Borrower upon demand of Trustee or Beneficiary and shall
                        constitute additional sums secured hereunder.

IN WITNESS WHEREOF, Grantor has caused this Deed of Trust to be duly executed
and delivered as of the date first above written.

                                GRANTOR:

                                BEHRINGER HARVARD 1221 COIT LP,
                                a Texas limited partnership

                                By:   Behringer Harvard 1221 Coit GP, LLC,
                                      a Texas limited liability company,
                                      its General Partner

                                      By:__________________________________
                                      Name: Gerald J. Reihsen, III
                                      Title: Secretary


                                       28
<PAGE>

STATE OF TEXAS
COUNTY OF DALLAS

        On __________, 2004 before me, __________________, a Notary Public in
and for said state, personally appeared Gerald J. Reihsen, III, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.

        Witness my hand and official seal.


                         -------------------------------
                       Notary Public in and for said State










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<PAGE>

                                    EXHIBIT A
                           DESCRIPTION OF THE PREMISES

TRACT I:

Being all of that certain tract of land situated in the Martha McBride Survey,
Abstract No. 553, Collin County, Texas, as described in deed to Premier
Wholesale Club, Inc., and recorded in Volume 2267, Page 438, Deed Records,
Collin County, Texas, also being all of Lot 1, Block 1, AMWC/Coit Road Warehouse
Addition, an addition to the City of Plano, as recorded in Cabinet F, Page 621,
Plat Records, Collin County, Texas, and as shown by replat recorded in Cabinet
G, Page 97, said Plat Records, and being more particularly described by metes
and bounds as follows:

BEGINNING at the Southwest corner of the remainder of that certain tract of land
as described in deed to J.D. Sims and Co. and recorded in Volume 1958, Page 462,
of said Deed Records also being on the north line of that certain tract of land
as described in deed to Westwind Properties, Inc. and recorded in Volume 1803,
Page 534, of said Deed Records;

THENCE North 89 degrees 26 minutes 36 seconds West, 554.28 feet along said
northerly line to a one inch iron rod, found, being the northwesterly corner of
said Westwind tract, also being on the easterly right-of-way line of Commerce
Street (a 60 foot wide public right-of-way);

THENCE North 00 degrees 54 minutes 00 seconds East, 477.28 feet along said
easterly right-of-way line to a one inch iron rod found, being the southwesterly
corner of the remainder of that certain tract of land as described in deed to
Charles Gartner and recorded in Volume 1007, Page 184, of said Deed Records;

THENCE South 89 degrees 06 minutes 00 seconds East, 800.00 feet along the
southerly line of said Gartner tract to an "X" cut set in concrete being the
southeasterly corner of said Gartner tract, also being on the westerly
right-of-way line of Coit Road (a 130' right-of-way);

THENCE South 00 degrees 23 minutes 00 seconds West, 212.48 feet along said
westerly right-of-way line to an "X" cut found, being the northeasterly corner
of the aforementioned Sims tract;

THENCE North 89 degrees 06 minutes 00 seconds West, 247.65 feet along the
northerly line of said Sims tract to a one inch iron rod, found, being the
northwesterly corner of said Sims tract;

THENCE South 00 degrees 54 minutes 00 seconds West, 261.49 feet along the
westerly line of said Sims tract to the POINT OF BEGINNING and containing
316,036 square feet or 7.255 acres of land, more or less.

TRACT II:

Nonexclusive EASEMENT for ingress and egress as created in Easement Agreement,
dated December 3, 1985, filed December 6, 1985, recorded in Volume 2267, Page
458, Deed Records Collin County, Texas.

TRACT III:

Nonexclusive EASEMENT for ingress and egress as created in Easement Agreement,
dated December 14, 1985, filed December 17, 1985, recorded in Volume 2273, Page
783, Deed Records, Collin County, Texas.

TRACT IV:

BEING a tract of land situated in the MARTHA MCBRIDE SURVEY, ABSTRACT NO. 553,
City of Plano, COLLIN County, Texas, and being that same tract of land conveyed
under County Clerk No. 95-0036593, Land Records of COLLIN County, Texas, and
being part of Lot 2, Block A of the Conveyance Plat of COLLIN EQUITIES ADDITION,
an Addition to the City of Plano, Texas, as recorded in Cabinet K. Page 361,
Plat Records of COLLIN County, Texas, and being more particularly described as
follows:

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<PAGE>

BEGINNING at a 1/2 inch iron rod set for the Southeast corner of West Plano
Medical Center as recorded in Cabinet E, Page 103, and also being in the West
line of Commerce Drive (a 60 foot right of way) and also being the most Easterly
Northeast Corner of Collin Equities Addition, Block A, Lot 2;

THENCE South 00 degrees 54 minutes 00 seconds West, along the West line of
Commerce Drive, a distance of 510.00 feet to a 1/2 inch iron set for a corner,
said point also being the Northeast corner of Bellinger Business Park as
recorded in Cabinet F, Page 92, Plat Records of COLLIN County, Texas;

THENCE North 89 degrees 06 minutes 00 seconds West, along the North line of said
Bellinger Business Park, a distance of 430.00 feet to a 1 inch iron rod found
for corner;

THENCE North 00 degrees 53 minutes 20 seconds East, a distance of 510.00 feet to
a 1 inch iron rod found for corner, said point also being in the South line of
the aforementioned West Plano Medical Center, an Addition to the City of Plano;

THENCE South 89 degrees 06 minutes 00 seconds East, a distance of 430.10 feet to
the POINT OF BEGINNING AND CONTAINING 5.035 acres of land, more or less.







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