<PAGE>   1
                                                                  EXHIBIT 10.24



                                                         FOR RECORDER'S USE ONLY


WHEN RECORDED MAIL TO:

Merrill Lynch Business Financial
Services Inc.
Attn: Jennifer Zabel
33 West Monroe Street
22nd Floor
Chicago, Illinois 60603





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

                                      FROM

                                CELEBRITY, INC.
                                    GRANTOR

                                       TO

                                THOMAS M. SMITH
                                    TRUSTEE

                               FOR THE BENEFIT OF

                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
                                  BENEFICIARY


[MERRILL LYNCH LOGO]                                                       Texas
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[MERRILL LYNCH LOGO]
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                       DEED OF TRUST, SECURITY AGREEMENT,
                  FINANCING STATEMENT AND ASSIGNMENT OF RENTS

THIS DEED OF TRUST ("Deed of Trust") is made as of June 6, 1997 by CELEBRITY,
INC., a corporation organized and existing under the laws of the State of
having its principal office at 4520 Old Troup Highway, Tyler, TX  ("Grantor")
to Thomas M. Smith whose address is ____________________________________, as
Trustee ("Trustee") for the benefit of MERRILL LYNCH BUSINESS FINANCIAL
SERVICES INC., a Delaware corporation having its principal office at 33 West
Monroe Street, 22nd Floor, Chicago, Illinois 60603 ("Beneficiary"), and
pertains to the real property described on Exhibit "A" attached hereto and made
a part hereof and the Other Property described herein.

                                 I. DEFINITIONS

1.01 SPECIFIC TERMS. In addition to terms defined elsewhere in this Deed of
Trust, when used herein the following terms shall have the following meanings:

(a)"Additional Agreements" shall have the meaning set forth in the Loan
Agreement.

(b)"Business Day" shall mean any day other than a Saturday, Sunday, federal
holiday or other day on which the New York Stock Exchange is regularly closed.

(c)"Documents" shall mean collectively the Loan Agreement, the Note, this Deed
of Trust and the other Additional Agreements.

(d)"Interest Rate" shall have the meaning set forth in the Note and/or Loan
Agreement (or if there shall be more than one Interest Rate, then "Interest
Rate" shall mean the highest of such rates).

(e)"Loan Agreement" shall mean that certain TERM WCMA LOAN AGREEMENT NO. 
9706340301 between Grantor and Beneficiary, as the same may from time to time
be or have been amended, renewed, restated, extended or supplemented.  

(f)"Note" shall mean that certain TERM WCMA NOTE in the original principal
amount of $5,000,000.00 dated as of June 6, 1997, given by Grantor to
Beneficiary, as the same may from time to time be amended, renewed, restated,
extended or supplemented.

(g)"Obligations" shall mean all indebtedness, obligations and liabilities of
Grantor to Beneficiary, howsoever created, arising or evidenced, whether now
existing or hereafter arising, whether direct or indirect, absolute or
contingent, due or to become due, primary or secondary, or joint and several,
and, without limiting the foregoing, shall include all present and future
liabilities, indebtedness and obligations of Customer under the Documents.

(h)"Other Property" shall have the meaning set forth in Section 2.01 hereof.

(i)"Property" shall mean the Real Property and the Other Property,
collectively.

(j)"Real Property" shall mean the real property commonly known as 4520 Old
Troup Highway, Tyler, Texas, and more fully described in Exhibit "A" attached
hereto and made a part hereof, and all improvements thereon.





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                 II. THE GRANT; ASSIGNMENT OF RENTS AND LEASES

2.01 GRANT. In order to induce Beneficiary to extend or continue to extend
credit to Grantor under the Loan Agreement or otherwise, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and to secure the payment and performance of the Obligations and
the covenants and agreements herein contained, Grantor does hereby grant,
bargain, sell, convey, mortgage and warrant to Trustee and its successors and
assigns forever the Real Property, and all of Grantor's estate, right, title
and interest therein, together with the following described property (the
"Other Property"):

(a) All buildings and other improvements of every kind and description now or
hereafter erected or placed on the Real Property, and all materials intended
for construction, reconstruction, alteration and repair of such improvements
now or hereafter erected thereon, all of which materials shall be deemed to be
included as part of the Other Property immediately upon the delivery thereof to
the Real Property;

(b) All right, title, and interest of Grantor, including any after-acquired
title or reversion, in and to the rights-of-ways, streets, avenues, sidewalks,
and alleys adjoining the Real Property;

(c) Each and all of the tenements, hereditaments, easements, appurtenances,
passages, waters, water courses, riparian rights, other rights, liberties and
privileges of the Real Property in any way now or hereafter appertaining
thereto, including homestead and any other claim at law or in equity, as well
as any after-acquired title, franchise or license and the reversions and
remainders thereof;

(d) All rents, issues, deposits and profits accruing and to accrue from the
Real Property and Other Property and the avails thereof;

(e) All of Grantor's rights and claims, in and to all accounts, accounts
receivable, security deposits, insurance premium rebates, writings evidencing a
monetary obligation, contract rights and other creditor's interests existing in
favor of, owned or acquired by Grantor with respect to the Real Property; all
contracts relating to the use, operation, occupation, maintenance, repair or
construction of the Real Property; all permits, licenses, franchises benefiting
the Real Property, together with the benefit of any deposits or payments now or
hereafter made by Grantor or on its behalf in connection with the foregoing;
and all books and records, including but not limited to all lease documents,
relating to the Real Property and Other Property;

(f) All machinery, equipment, fittings, apparatus, appliances, fixtures
(including, without limitation, all heating, air conditioning, ventilating,
waste disposal, sprinkler and fire and theft protection equipment, and all
plumbing, lighting, communications and elevator fixtures) and other property of
every kind and description now or hereafter owned by Grantor and located upon
or in, and used or useful in connection with, the operation, maintenance or
occupancy of the Real Property or the Other Property, and all renewals or
replacements thereof or articles in substitution therefor; and

(g) All judgments, awards of damages or settlements related to and all proceeds
of the conversion, voluntary or involuntary, of any of the foregoing into cash
or liquidated claims, including but not limited to proceeds of insurance and/or
condemnation, and all products, additions, accessions, attachments, parts,
replacements and substitutes therefor.

TO HAVE AND TO HOLD the Property, together with all and singular the rights,
hereditaments, and appurtenances in anywise appertaining or belonging thereto,
unto Trustee and Trustee's successors or substitutes in this trust, and
Trustee's successors and assigns, in trust and for the uses and purposes
hereinafter set forth, forever.

2.02 SPECIAL TERMS CONCERNING THIS DEED OF TRUST. All of the Other Property is
pledged hereunder primarily, on a parity with the Real Property, and not
secondarily. This Deed of Trust is given as equal security





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for all of the Obligations without preference or priority of any part of the
Obligations for any reason whatsoever. The Note secured by this Deed of Trust
contemplates a variable rate of interest.

This Deed of Trust is given in part to secure certain line of credit
obligations, as evidenced and witnessed by the Note, and secures not only the
indebtedness from Grantor existing on the date hereof, but all such future
advances, whether such advances are obligatory or to be made at the option of
Beneficiary, or otherwise as are made within 20 years from the date hereof, to
the same extent as if such future advances were made on the date of the
execution of this Deed of Trust, and although there may be no indebtedness
outstanding at the time any advance is made. The lien of this Deed of Trust as
to third persons without actual notice thereof shall be valid as to all
indebtedness and future advances from the time this Deed of Trust is filed for
record in the Office of the Recorder of Deeds of the County set forth on
Exhibit A attached hereto. The total amount of revolving indebtedness that may
be secured by this Deed of Trust may increase or decrease from time to time,
but the total unpaid balance of the Note secured at any one time, shall not
exceed the maximum principal amount of the Note plus interest thereon and any
disbursements made by Beneficiary to protect and preserve the lien of this Deed
of Trust (including, but not limited to, real estate taxes, water and sewer
assessments, and insurance premiums), with interest on such disbursements.

2.03 OTHER PROPERTY. Grantor acknowledges and agrees that all of the Other
Property now and hereafter owned by Grantor and placed by Grantor on the Real
Property or used in connection with the operation or maintenance thereof shall,
so far as permitted by law, be deemed for the purposes of this Deed of Trust to
be part of the Real Property and covered by this Deed of Trust, and as to any
of the Other Property which is not part of the Real Property or does not
constitute a "fixture," as such term is defined in the Uniform Commercial Code
(the "Code"), as enacted in the state in which the Real Property is located,
this Deed of Trust shall be deemed to be, as well, a security agreement under
the Code for the purpose of creating hereby a security interest in such
property, which Grantor hereby grants to Beneficiary as "secured party," as
such term is defined in the Code. All Other Property acquired by Borrower after
the date hereof which is required or intended by the terms of this Deed of
Trust to be subjected to the lien and security interest of this Deed of Trust
shall, immediately upon the acquisition thereof by Borrower, and without any
further deed of trust, conveyance, assignment or transfer, become subject to
the lien and security interest of this Deed of Trust.

2.04 OTHER AMOUNTS SECURED. At all times, this Deed of Trust secures, in
addition to the Note, all other Obligations; provided, however, that in no
event shall the aggregate principal indebtedness secured by this Deed of Trust
exceed an amount equal to 3 times the original principal amount of the Note,
together with moneys advanced by Beneficiary to protect and preserve the lien
of this Deed of Trust, as aforesaid.

2.05 ASSIGNMENTS OF RENTS AND LEASES. Grantor hereby assigns, transfers and
sets over unto Beneficiary all the rents, fees or payments now or hereafter
due, under or by virtue of any lease or other agreement, whether oral or
written, for the use or occupancy of any part of the Property and to all
amendments and guarantees thereof, whether heretofore, now or hereafter agreed
to; together with the right to let and relet the Property or any part thereof,
in Beneficiary's sole discretion, and to do anything with respect to the
Property as Grantor might do. Any proceeds received hereunder may be applied by
Beneficiary as otherwise provided in Section 4.11 of this Deed of Trust.
Grantor hereby directs all tenants, lessees and occupants of the Property to
pay all rental, payments or fees for use and occupancy of the Property in
accordance herewith. Beneficiary agrees not to exercise its rights granted in
this Section unless and until an Event of Default, as hereafter defined, shall
have occurred and is continuing, provided that this assignment shall
nevertheless be deemed a present assignment. Grantor shall execute,
acknowledge, and deliver to Beneficiary, within 5 Business Days after any
request by Beneficiary, such assignment of rent documents as may be required by
Beneficiary, in form and substance satisfactory to Beneficiary. Grantor further
agrees to pay to Beneficiary all reasonable costs and expenses incurred by
Beneficiary in connection with the preparation, execution and recording of any
such documents.





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                            III. GENERAL AGREEMENTS

3.01 PAYMENT OF OBLIGATIONS. Grantor shall pay or cause the payment on or
before the applicable due date of each installment payable under the Note and
all other Obligations, and Grantor shall timely perform or cause the
performance of all of its other Obligations.

3.02 PROPERTY TAXES. Grantor shall pay on or before the applicable due date,
all taxes, assessments and other charges that may be asserted against the
Property or any part thereof or interest therein, except to the extent that any
such failure to pay will not materially and adversely affect either any liens
and security interests of Beneficiary hereunder, under the Loan Agreement or
any Additional Agreements, the financial condition of Grantor or the continued
operations of Grantor. Grantor shall furnish to Beneficiary duplicate receipts
or other evidence of payment of such taxes, assessments and other charges
within 30 days after payment thereof.

3.03 RIGHT TO PERFORM OBLIGATIONS. If Grantor shall fail to timely do any act
or thing which it has covenanted to do hereunder, Beneficiary may, in its sole
discretion, after 5 Business Days written notice is sent to Grantor (or such
lesser notice, including no notice, as is reasonable under the circumstances),
do the same or cause it to be done, and may expend its funds for such purpose.
Any and all reasonable amounts so expended by Beneficiary shall be payable to
Beneficiary by Grantor on demand, with interest at the Interest Rate during the
period from and including the date funds are so expended by Beneficiary to the
date of repayment, and all such amounts shall be additional Obligations. The
payment or performance by Beneficiary of any of Grantor's obligations hereunder
shall not relieve Grantor of said obligations or of the consequences of having
failed to pay or perform the same, and shall not waive or be deemed a cure of
any Event of Default.

3.04 INSURANCE.

(a) HAZARD. Grantor shall keep the improvements now existing or hereafter
erected on the Real Property insured under a replacement cost form of insurance
policy against loss or damage resulting from such hazards as may be reasonably
required by Beneficiary (including, but not limited to, flood insurance in an
amount necessary to comply with applicable law), and shall pay promptly, when
due, all premiums on such insurance. Without limiting the foregoing, during
construction of any improvements on the Real Property, Grantor shall maintain
"Builders Risk" insurance with extended coverage over fire and other casualties
using completed values for the amount of the full insurable value for all such
improvements under construction at any time on the Real Property, including
equipment and materials delivered to the Real Property for incorporation into
the Property. All such insurance shall be in form and with insurers approved in
writing by Beneficiary and shall have attached thereto: (i) standard non-
contributing deed of trust clauses entitling Beneficiary, as its interest may
appear, to collect any and all proceeds payable under such insurance, and (ii)
standard waiver of subrogation endorsements, so long as such subrogation
endorsement can be obtained without material additional cost to Grantor.

In the event of any casualty loss, Grantor shall give immediate notice thereof
to Beneficiary. Grantor hereby authorizes Beneficiary, at Beneficiary's option,
to adjust and compromise any such losses under any of the aforesaid insurance
and, after deducting any of Beneficiary's reasonable costs of collection, to
use, apply, or disburse the balance of such insurance proceeds: (i) toward
repairing, restoring and rebuilding the aforesaid improvements, provided such
repair, restoration or rebuilding is economically feasible and the security of
this Deed of Trust is not thereby impaired, in which event Beneficiary shall
not be obliged to see to the proper application thereof nor shall the amount so
released for such purposes be deemed a payment on the indebtedness secured
thereby; or (ii) as a credit upon any portion of the indebtedness secured
hereby, with the excess, if any, paid to Grantor; provided, however, that so
long as no Event of Default shall then exist and no Event of Default shall
exist at any time during the period of any repair, restoration and/or
rebuilding of the aforesaid improvements, and subject to the provisions of the
immediately following Section, upon Grantor's written request to Beneficiary
made on or before the disbursement of such insurance proceeds to Beneficiary,
such insurance proceeds shall be used to repair, restore and/or rebuild the
aforesaid improvements. Unless Grantor and Beneficiary otherwise agree in
writing, any such application of proceeds to the sums secured by





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this Deed of Trust shall not extend or postpone the due date of any portion of
the indebtedness secured hereby or change the amount of any installment due on
such indebtedness.

To the extent any such insurance proceeds are used toward repairing, restoring
and rebuilding such improvements, such proceeds shall be made available, from
time to time, upon Beneficiary being furnished with satisfactory evidence of
the estimated cost of such repairs, restoration and rebuilding and with such
architect's certificates, waivers of lien, certificates, contractors' sworn
statements and other evidence of the estimated cost thereof and of payments as
Beneficiary may reasonably require and approve, and if the estimated cost of
the work exceeds 5% of the original principal amount of the Note, with all
plans and specifications for such plans, restoration and rebuilding as
Beneficiary may reasonably require and approve. Payments made prior to the
final completion of the work shall not exceed 90% of the value of the work
performed, from time to time, and at all times the undisbursed balance of such
proceeds remaining in the hands of Beneficiary shall be at least sufficient to
pay for the cost of completion of the work, free and clear of any liens except
the lien of this Deed of Trust. Beneficiary shall have the right to require
that all funds shall be paid through a construction escrow with a title
insurance company selected by Beneficiary. In the event of foreclosure of this
Deed of Trust or other transfer of title to the Property in extinguishment of
the Obligations, all right, title and interest of Grantor in and to any such
insurance policies then in force, and any claims or proceeds thereunder, shall
pass to Beneficiary or any purchaser or grantee therefrom.

(b) LIABILITY. Grantor shall carry and maintain such comprehensive public
liability and worker's compensation insurance as may be reasonably required
from time to time by Beneficiary; provided, however, that the amounts of
liability coverage shall not be less than $2,000,000.00 single limit.
Beneficiary shall be named as an additional party insured.

(c) PROOF OF INSURANCE. All insurance shall be in amount, form and content and
with insurers approved in writing by Beneficiary. Grantor shall deliver to
Beneficiary a copy or certificate of each policy or policies, with evidence of
premiums prepaid, and, prior to any expiration or cancellation, each renewal or
replacement thereof. Each policy shall contain provision for not less than 10
days' notice to Beneficiary prior to any cancellation thereof.

3.05 CONDEMNATION AND EMINENT DOMAIN. Any and all awards heretofore or
hereafter made or to be made to the present, or any subsequent, owner of the
Property, by any governmental or other lawful authority for the taking, by
condemnation or eminent domain, of all or any part of the Property or any
easement thereon or appurtenance thereof, are hereby assigned by Grantor to
Trustee and Beneficiary, which awards Trustee and Beneficiary are hereby
authorized to collect and receive from the condemnation authorities and give
appropriate receipts therefor. Grantor shall give Trustee and Beneficiary
immediate notice of the actual or threatened commencement of any condemnation
or eminent domain proceedings affecting all or any part of the Real Property,
or any easement thereon or appurtenance thereof (including severance of,
consequential damage to, or change in grade of streets), and shall deliver to
Trustee and Beneficiary copies of any and all papers served in connection with
any such proceedings. Grantor further agrees to make, execute and deliver to
Trustee and Beneficiary, at any time upon request, free, clear and discharged
of any encumbrance of any kind whatsoever, any and all further assignments and
other instruments deemed necessary by either Trustee or Beneficiary for the
purpose of validly and sufficiently assigning all awards and other compensation
heretofore and hereafter made to Grantor for any taking, either permanent or
temporary, under any such proceeding. In the event of any damage or taking by
eminent domain of less than substantially all of the Property, Beneficiary
shall make available the proceeds of any award received in compensation for any
such damage or taking, less Beneficiary's reasonable costs of collection, for
the purpose of rebuilding and restoring the Property, subject to the same terms
and conditions as set forth in Section 3.04 (a). If any of the foregoing
conditions are not or cannot be satisfied, then Beneficiary may use or apply
the award to the Obligations.

3.06 USE, MAINTENANCE AND REPAIR. (a) Grantor shall not desert or abandon the
Property or, without the prior written consent of Beneficiary, cause or permit
a material change in the use of the Property.

(b) Grantor shall at its expense maintain the Property in good, safe and
insurable condition and repair, and in compliance with all applicable laws and
other governmental requirements. Grantor further agrees not to permit,





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commit or suffer any waste, impairment or deterioration of the Property or any
part thereof; to effect such repairs as Beneficiary may reasonably require,
and, from time to time, to make all necessary and proper replacements thereof
and additions thereto so that all of the Property will, at all times, be in
good condition and repair, and fit for the purposes for which originally
erected or installed.

(c) Grantor shall not, without the prior written consent of Beneficiary, cause
or permit the demolition, removal, construction, restoration, addition or
material alteration to the Property or any portion thereof, except that without
such consent: (i) Grantor may in the ordinary course of its business or
operations replace any worn, broken, unfit or obsolete personal property or
fixtures included in the Other Property with like property, or property which
serves the same function, which is new or substantially new and free of all
liens other than the lien of the Deed of Trust, and (ii) Grantor may make non-
structural interior alterations having an aggregate cost in any calendar year
of not in excess of $100,000.00.

3.07 LIENS AND TRANSFERS. Except upon the prior written consent of Beneficiary,
Grantor shall not sell, transfer, convey, assign, hypothecate or otherwise
transfer the title to or any beneficial interest in all or any portion of the
Property, whether by operation of law, voluntarily, or otherwise, or contract
to do any of the foregoing, or create, suffer or permit to be created or filed
against the Property or any part thereof hereafter any deed of trust lien or
other lien upon the Property other than the lien of this Deed of Trust;
provided, however, that without such consent Grantor may: (a) permit the
existence of a lien arising from any work performed, materials furnished, or
other obligations incurred by Grantor to the extent being contested by Grantor
in good faith by appropriate proceedings but only if, not later than 5 Business
Days after the filing thereof, Grantor shall have furnished to Beneficiary
security and indemnification satisfactory to Beneficiary for the final payment
and discharge thereof, and (b) Grantor may replace worn, broken, unfit or
obsolete property to the extent permitted by Section 3.06 hereof.

3.08 STAMP TAXES. If at any time the United States government, or any federal,
state, county or municipal governmental subdivision, requires or imposes
documentary stamps, levies, or any tax on this Deed of Trust or on the
Obligations, then Grantor shall pay the same on or before the applicable due
date, or to the extent Beneficiary has or will make any payment related
thereto, then to the greatest extent permitted by law such indebtedness shall
be and become due and payable by Grantor to Beneficiary within 5 Business Days
after the receipt by Grantor of written notice of such indebtedness from
Beneficiary.

3.09 CHANGE IN LAWS. In the event of the enactment, after the date of this Deed
of Trust, of any law of the state in which the Real Property is located
imposing upon Beneficiary the payment of all or any part of the taxes,
assessments, charges, or liens hereby required to be paid by Grantor, or
changing in any ways the laws relating to the taxation of deeds of trust or
debts secured by deeds of trust or Grantor's interest in the Property, or the
manner of collection of taxes, so as to affect this Deed of Trust or the
indebtedness secured hereby or the holder thereof, then Grantor, upon demand by
Beneficiary, shall pay such taxes, assessments, charges or liens or reimburse
Beneficiary therefor; provided, however, that if, in the opinion of counsel for
Beneficiary, it might be unlawful to require Grantor to make such payment or
the making of such payment might result in the imposition of interest beyond
the maximum amount permitted by law, then Beneficiary may elect, by notice in
writing given to Grantor, to declare all of the indebtedness secured hereby to
become due and payable within 60 days after the giving of such notice;
provided, further, that nothing contained in this Section shall be construed as
obligating Grantor to pay any portion of Beneficiary's federal income tax or
other corporate taxes of Beneficiary that are unrelated to the taxation of
deeds of trust or debts secured by deeds of trust or Grantor's interest in the
Property.

3.10 INSPECTION OF PROPERTY. Grantor shall permit Beneficiary and its
representatives and agents to inspect the Property from time to time during
normal business hours and as frequently as Beneficiary considers reasonable.

3.11 ENVIRONMENTAL CONDITIONS. (a) Grantor hereby represents and warrants to
Beneficiary that no Hazardous Substances [as defined in Section 3.11 (b)] are
presently stored or otherwise located on the Real Property and, to the best of
its knowledge, on any adjacent parcels of real estate, except in accordance
with all applicable Hazardous Substances Laws [as defined in Section 3.11 (b)].





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(b) Neither Grantor nor any other persons from time to time present on the Real
Property shall use, generate, manufacture, store, release, dispose of, or
permit or suffer to exist in, on, under or about the Real Property or transport
to or from the Real Property any flammable materials, explosives, petroleum
products (including crude oil), radioactive materials, hazardous wastes, toxic
substances or related materials, including, without limitation, any asbestos,
asbestos containing materials, PCB's or any substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" (collectively, the "Hazardous Substances"),
under any Federal, state or local law, ordinance or regulation dealing with or
otherwise pertaining to toxic or hazardous substances, wastes or materials or
to occupational safety (collectively, the "Hazardous Substances Laws").
Notwithstanding the foregoing, Grantor may bring reasonable quantities of
Hazardous Substances onto the Real Property for their customary and ordinary
application, storage and use for landscape purposes, janitorial services and
pest control purposes, and as otherwise necessary for the conduct of Grantor's
business in its ordinary course.

Upon the written request of Beneficiary to Grantor, Beneficiary's attorneys,
employees, agents or other persons or entities designated by Beneficiary shall,
from time to time, and at any reasonable time, be allowed to enter upon the
Real Property and conduct environmental examinations and environmental audits
of the Real Property, all in form, manner and type as Beneficiary may then
require in its sole discretion. Grantor shall fully cooperate and make the Real
Property available to Beneficiary at such times as Beneficiary may reasonably
request in order to conduct such environmental examinations and environmental
audits.

(c) Grantor hereby agrees to give immediate notice of any violation of any
Hazardous Substances Laws affecting the Real Property. Grantor covenants and
agrees to promptly contain and clean up any and all releases of Hazardous
Substances on the Real Property. Notwithstanding any language or provision of
this Deed of Trust to the contrary, Grantor hereby unconditionally gives
Beneficiary the right, but not the obligation, and Beneficiary does not so
obligate itself, to undertake to contain and clean up releases of Hazardous
Substances on the Real Property. Grantor hereby indemnifies and saves
Beneficiary harmless of and from any and all loss, costs (including reasonable
attorneys' fees), liability and damage whatsoever incurred by Beneficiary, by
reason of any violation of any applicable Hazardous Substances Laws or by
reason of the imposition of any governmental lien for the recovery of
environmental clean-up costs related to the Real Property expended by reason of
such violation; provided that, to the extent that Beneficiary is strictly
liable under any Hazardous Substances Laws, Grantor's obligation to Beneficiary
under this indemnity shall likewise be without regard to fault on the part of
Grantor with respect to the violation of Hazardous Substances Laws that results
in liability to Beneficiary. Grantor further agrees that this indemnity shall
continue and remain in full force and effect beyond the term of Obligations and
shall be terminated only when there is no further obligation of any kind
whether in law or in equity or otherwise of Beneficiary in connection with any
such Hazardous Substances involving the Real Property.

3.12 SECURITY INSTRUMENTS. Grantor shall execute, acknowledge and deliver to
Beneficiary, within 5 Business Days after request by Beneficiary, a security
agreement, financing statements and any other similar security instrument
required by Beneficiary, in form and of content satisfactory to Beneficiary,
covering all property of any kind whatsoever owned by Grantor which, in the
sole opinion of Beneficiary, is essential to the operation of the Property and
concerning which there may be any doubt whether title thereto has been
conveyed, or a security interest therein perfected, by this Deed of Trust under
applicable law.

3.13 INTEREST LAWS. Grantor hereby warrants and represents that the proceeds of
the Note will be paid to an entity and/or used for the purposes specified in
Section 205/4(c) of Chapter 815, of the Illinois Compiled Statutes and that the
principal obligations secured hereby constitutes a business loan which comes
within the purview and operation of such Section. It being the intention of
Beneficiary and Grantor to comply with the laws of the State of Illinois and
the laws of the State in which the Property is located, it is agreed that
notwithstanding any provision to the contrary in any of the Documents, no
provision of any of the Documents shall require the payment or permit the
collection of any amount in excess of the maximum amount of interest permitted
to be charged by law ("Excess Interest"). If any Excess Interest is provided
for, or is adjudicated as being provided for, in any of the Documents, then:
(a) Grantor shall not be obligated to pay any such Excess Interest; and (b) any
Excess Interest that Beneficiary may have received hereunder shall, at the
option of Beneficiary, be: (i) applied as a credit against the then unpaid
principal balance of the Note, or accrued and unpaid interest thereon not to





                                      -7-
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exceed the maximum amount permitted by law, or both, (ii) refunded to the payor
thereof, or (iii) any combination of the foregoing.

                       IV. EVENTS OF DEFAULT AND REMEDIES

4.01 EVENTS OF DEFAULT. Each of the following events shall constitute an Event
of Default under this Deed of Trust:

(a) Grantor shall fail to pay when due any amount owed by Grantor to
Beneficiary under the Note, the Loan Agreement  or other Documents or any other
Obligations, and such failure shall continue for more than 5 Business Days
after written notice thereof shall have been given by Beneficiary to Grantor;
or

(b) Grantor shall default in the performance or observance of any term,
covenant, condition or agreement to be performed by Grantor under this Deed of
Trust (not constituting an Event of Default under any other clause of this
Section 4.01) and such default shall continue unremedied for 10 Business Days
after written notice thereof shall have been given by Beneficiary to Grantor;
or

(c) Any representation or warranty made by Grantor in this Deed of Trust shall
at any time prove to have been incorrect in any material respect when made; or

(d) Any default or Event of Default (howsoever such terms are defined) shall
occur under the Documents.

4.02 REMEDIES UPON DEFAULT. Upon the occurrence of an Event of Default,
Beneficiary may, at Beneficiary's option, do any one or more of the following:

(a) Beneficiary may declare the entire unpaid balance of the Obligations
immediately due and payable, and upon such declaration the entire unpaid
balance of the Obligations shall be immediately due and payable.

(b) Beneficiary may request Trustee to sell the Property, and in such event
Trustee is hereby authorized and empowered, and it shall be Trustee's special
duty, upon such request of Beneficiary, to sell the Property, or any part
thereof, to the highest bidder or bidders for cash or credit, as directed by
Beneficiary, at the location, at such time or times and in such manner as may
be permitted by applicable law, including, without limitation, Section 51.002
of the Texas Property Code, as amended from time to time.

Without limiting the foregoing, it is understood that except as otherwise then
permitted and/or required by applicable law, any such sale may be conducted in
accordance with the following rules. Such sale shall be held in the county in
the State of Texas wherein the Property is situated; provided, however, that if
the Property is situated in more than one county, then such sale of the
Property, or part thereof, may be made in any county in the State of Texas
wherein any part of the Property is situated. Any such sale shall be made at
public sale at auction held between the hours of ten o'clock (10:00) a.m. and
four o'clock (4:00) p.m. on the first (1st) Tuesday in any month. Written or
printed notice of such sale shall be posted at the courthouse door in the
county, or if more than one, then in each of the counties, wherein the Property
to be sold is situated. Such notice shall designate the county where the
Property, or part thereof, will be sold, and such notice shall be posted at
least twenty-one (21) days prior to the date of sale. Such notice shall also be
filed, at least twenty-one (21) days prior to the date of sale, with the county
clerk in the county, or if more than one, then in each of the counties wherein
the Property is located. Beneficiary shall, at least twenty-one (21) days
preceding the date of sale, serve written notice of the proposed sale by
certified mail on Grantor and on each debtor obligated to pay the Obligations
according to the records of Beneficiary.

After such sale, Trustee shall make to the purchaser or purchasers thereunder
good and sufficient assignments, deeds, bills of sale, and other instruments,
in the name of Grantor, conveying the Property, or part thereof, so sold to the
purchaser or purchasers with general warranty of title by Grantor. The sale of
a part of the Property shall not exhaust the power of sale, but sales may be
made from time to time until the





                                      -8-
<PAGE>   10
Obligations are paid and performed in full. It shall not be necessary to have
present or to exhibit at any such sale any of the personal property (the
"Personal Property") which is located on or included in the Property.

(c) In addition to the rights and powers of sale granted under the preceding
subsection 4.02(b), if default is made in the payment of any installment of the
Obligations, Beneficiary may, at its option, at once or at any time thereafter
while any matured installment remains unpaid, without declaring the entire
Obligations to be due and payable, orally or in writing direct Trustee to
enforce this Trust and to sell the Property subject to such unmatured
indebtedness and the assignments, liens, and security interest securing its
payment, in the same manner, on the same terms, at the same place and time, and
after having given notice in the same manner, all as provided in the preceding
provisions of subsection 4.02(b). After such sale, Trustee shall make due
conveyance to the purchaser or purchasers. Sales made without accelerating the
Obligations may be made hereunder whenever there is a Event of Default in the
payment of any installment of the Obligations without affecting in any way the
power of sale granted under this subsection 4.02(c), the unmatured balance of
the Obligations (except as to any proceeds of any sale which Beneficiary may
apply as a prepayment of the Obligations), or the assignments, liens, and
security interests securing the payment of the Obligations.

(d) It is intended by each of the foregoing provisions of subsection 4.02(b)
and subsection 4.02(c) that Trustee may, after any request or direction by
Beneficiary, sell not only the real estate portion of the Property but also the
Personal Property and Other Property, or any part thereof, all as a unit and as
a part of a single sale, or may sell any part of the Property separately from
the remainder of the Property. The sale or sales by Trustee of less than the
whole of the Property shall not exhaust the power of sale herein granted and
Trustee is specifically empowered to make successive sale or sales under such
power until the whole of the Property shall be sold; and if the proceeds of
such sale or sales of less than the whole of such Property shall be less than
the aggregate of the Obligations and the expense of executing this trust, this
Deed of Trust and the assignments, liens, and security interests hereof shall
remain in full force and effect as to the unsold portion of the Property just
as though no sale or sales of less than the whole of the Property had occurred.

(e) Grantor and Beneficiary agree that, in any assignments, deeds, bills of
sale, notices of sale, or postings, given by Trustee or Beneficiary, any and
all statements of fact or other recitals therein made as to the identity of
Beneficiary, or as to the occurrence or existence of any Event of Default, or
as to the acceleration of the maturity of the Obligations, or as to the request
to sell, posting of notice of sale, notice of sale, time, place, terms, and
manner of sale and receipt, distribution, and application of the money realized
therefrom, or as to the due and proper appointment of substitute trustee and
without being limited by the foregoing, as to any other act or thing having
been duly done by Beneficiary or by Trustee, shall be taken by all courts of
law and equity as prima facie evidence that the said statements or recitals
state facts and are without further questions to be so accepted, and Grantor
does hereby ratify and confirm any and all acts that Trustee may lawfully do in
the premises by virtue hereof.

(f) Beneficiary may, or Trustee may upon written request of Beneficiary,
proceed by suit or suits, at law or in equity, to enforce the payment and
performance of the Obligations in accordance with the terms hereof or of the
other Documents, to foreclose or otherwise enforce the assignments, liens, and
security interests created or evidenced by the other Documents or this Deed of
Trust as against all or any part of the Property, and to have all or any part
of the Property sold under the judgment or decree of a court of competent
jurisdiction.

(g) To the extent permitted by law, Beneficiary, as a matter of right without
the necessity of filing any judicial or other proceeding other than the
proceeding for appointment of a receiver, shall be entitled to the appointment
of a receiver or receivers of the Property, or any thereof, and of the income,
rents, issues, and profits thereof, if applicable, and Grantor hereby expressly
consents to any such appointment. Such appointment may be made before or after
sale, without notice; without regard to the solvency or insolvency at the time
of application for such receiver of the person or persons, if any, liable for
the payment of the indebtedness secured hereby; without regard to the value of
the Property at such time, whether or not the same is then occupied as a
homestead, and without bond being required of the applicant. Such receiver
shall have the power to take possession, control and care of the Property and
to collect all rents, issues, deposits, profits and avails thereof during the
pendency of such foreclosure suit and, in the event of a sale and a





                                      -9-
<PAGE>   11
deficiency where Grantor has not waived its statutory rights of redemption,
during the full statutory period of redemption, as well as during any further
times when Grantor or its devisees, legatees, heirs, executors, administrators,
legal representatives, successors or assigns, except for the intervention of
such receiver, would be entitled to collect such rents, issues, deposits,
profits and avails, and shall have all other powers that may be necessary or
useful in such cases for the protection, possession, control, management and
operation of the Property during the whole of any such period. To the extent
permitted by law, such receiver may be authorized by the court to extend or
modify any then existing leases and to make new leases of the Property or any
part thereof, which extensions, modifications and new leases may provide for
terms to expire, or for options to lessees to extend or renew terms to expire,
beyond the maturity date of the indebtedness secured hereby, it being
understood and agreed that any such leases, and the options or other such
provisions to be contained therein, shall be binding upon Grantor and all
persons whose interests in the Property are subject to the lien hereof, and
upon the purchaser or purchasers at any such foreclosure sale, notwithstanding
any redemption from sale, discharge of indebtedness, satisfaction of
foreclosure decree, or issuance of certificate of sale or deed to any
purchaser.

(h) To the extent permitted by law, Beneficiary may enter upon the Property,
take possession of the Property, and remove the Personal Property or any part
thereof, with or without judicial process, and, in connection therewith,
without any responsibility or liability on the part of Beneficiary, including,
without limitation, any liability for consequential damages of any kind, and
Beneficiary may take possession of any property located on or in the Property
which is not a part of the Property and hold or store such property at
Grantor's expense.

(i) Beneficiary may surrender the insurance policies maintained pursuant to the
terms hereof, or any part thereof, and receive and apply the unearned premiums
as a credit to the Obligations, and, in connection therewith, Grantor hereby
irrevocably appoints Beneficiary (or any officer of Beneficiary), as the true
and lawful agent and attorney-in-fact for Grantor (with full powers of
substitution), which power of attorney shall be deemed to be a power coupled
with an interest and therefore irrevocable, to collect such premiums.

(j) Beneficiary may buy the Property, or any part thereof, at any public sale
or judicial sale and, if the Property being sold is of a type customarily sold
in a recognized market or a type which is the subject of widely distributed
standard price quotations, Beneficiary may also buy the Property, or any part
thereof, at any private sale.

(k) Beneficiary shall have and may exercise any and all other rights and
remedies which Beneficiary may have at law or in equity, or by virtue of any
other security instrument, or under the Uniform Commercial Code in effect in
the States of Illinois and Texas (the "UCC") or otherwise.

4.03 PURCHASE BY BENEFICIARY. If Beneficiary is the purchaser of the Property,
or any part thereof, at any sale thereof (including any sale of the Personal
Property), whether such sale be under the power of sale hereinabove vested in
Trustee, or upon any other foreclosure or enforcement of the assignments,
liens, and security interest hereof, or otherwise, Beneficiary shall, upon any
such purchase, acquire good and marketable title to the Property so purchased,
free of the assignments, liens, and security interests created hereby.

4.04 CARE OF PROPERTY BY BENEFICIARY. Should any part of the Property come into
the possession of Beneficiary, Beneficiary may (without any liability therefor)
use, operate, and/or make repairs, alterations, additions, and improvements to
the Property for the purpose of preserving it or its value, pursuant to the
order of a court of appropriate jurisdiction, or in accordance with any other
rights held by Beneficiary with respect to the Property. Grantor covenants to
promptly reimburse and pay to Beneficiary, at the place where the Note is
payable, or at such other place as may be designated by Beneficiary in writing,
the amount of all reasonable expenses (including the cost of any insurance,
taxes, or other charges) incurred by Beneficiary in connection with its
custody, preservation, use, or operation of the Property, together with
interest thereon from the date incurred by Beneficiary at the Interest Rate,
and all such expenses, cost, taxes, interest, and other charges shall be a part
of the Obligations.





                                      -10-
<PAGE>   12
4.05 RIGHT OF POSSESSION. If the assignments, liens, or security interest
hereof shall be foreclosed or otherwise enforced by a Trustee's sale, or by any
other judicial or non-judicial action, then the purchaser at any such sale
shall receive, as an incident to his ownership, immediate possession of that
portion of the Property purchased, and if Grantor or Grantor's successors or
lessees shall hold possession of any of said portion of the Property subsequent
to such foreclosure, Grantor and Grantor's successors or lessees in possession
shall be considered as tenants at sufferance of the purchaser at such
foreclosure sale, and anyone occupying the Property (or any part thereof) after
demand made of possession thereof shall be guilty of forcible detainer and
shall be subject to eviction and removal, forcible or otherwise, with or
without process of law, and all damages which might be alleged by Grantor or
Grantor's successors or lessees by reason thereof are hereby expressly waived.

In any case in which, under the provisions of this Deed of Trust, Beneficiary
has a right to exercise any remedy, whether or not the entire principal sum
secured hereby becomes immediately due and payable as aforesaid, or whether
before or after the institution of proceedings to foreclose the lien hereof or
before or after sale under any foreclosure or power of sale, Grantor shall,
forthwith upon demand of Beneficiary, surrender to Beneficiary, and Beneficiary
shall be entitled to take actual possession of, the Property or any part
thereof, personally or by its agent or attorneys, and Beneficiary, in its
discretion, may enter upon and take and maintain possession of all or any part
of the Property, together with all documents, books (or copies thereof),
records (or copies thereof), papers, and accounts of Grantor or the then owner
of the Property relating thereto, and may exclude Grantor, such owner, and any
agents and servants thereof wholly therefrom and may, as attorney-in-fact or
agent of Grantor or such owner, or in its own name as Beneficiary and under the
powers herein granted:

(a) hold, operate, manage, and control all or any part of the Property and
conduct the business, if any, thereof, either personally or by its agents, with
full power to use such measures, legal or equitable, as in its sole and
arbitrary discretion may be deemed proper or necessary to enforce the payment
or security of the rents, issues, deposits, profits, and avails of the
Property, including without limitation actions for recovery of rent, actions in
forcible detainer, and actions in distress for rent, all without notice to
Grantor;

(b) cancel or terminate any lease or sublease of all or any part of the
Property for any cause or on any ground that would entitle Grantor to cancel
the same;

(c) elect to disaffirm any lease or sublease of all or any part of the Property
made subsequent to this Deed of Trust or subordinated to the lien hereof;

(d) extend or modify any then existing leases and make new leases of all or any
part of the Property, which extensions, modifications and new leases may
provide for terms to expire, or for options to lessees to extend or renew terms
to expire, beyond the maturity date of the loan evidenced by the Note and the
issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale,
it being understood and agreed that any such leases, and the options or other
such provisions to be contained therein, shall be binding upon Grantor, all
persons whose interests in the Property are subject to the lien hereof, and the
purchaser or purchasers at any foreclosure sale, notwithstanding any redemption
from sale, discharge of the indebtedness secured hereby, satisfaction of any
foreclosure decree, or issuance of any certificate of sale or deed to any such
purchaser; and

(e) make all necessary or proper repairs, decorations, renewals, replacements,
alterations, additions, betterments and improvements in connection with the
Property as may reasonably necessary, to insure and reinsure the Property and
all risks incidental to Beneficiary's possession, operation, and management
thereof, and to receive all rents, issues, deposits, profits and avails
therefrom.

4.06 DEED OF TRUST. Upon the occurrence of a Event of Default, this Deed of
Trust may be foreclosed as to the Property in any manner permitted by the laws
of Texas. Any foreclosure suit may be brought by Trustee or any Beneficiary. If
a foreclosure hereunder is commenced by Trustee, Beneficiary may, at any time
before the sale, direct Trustee, to abandon the sale, and may then institute
suit for the collection of the Note, and for





                                      -11-
<PAGE>   13
the foreclosure of enforcement of the assignments, liens, and security
interests hereof. If Beneficiary should institute a suit for the collection of
the Note, and for a foreclosure or enforcement of the assignments, liens, and
security interests hereof, it may, at any time before entry of a final judgment
in said suit, dismiss the same and require Trustee to sell the Property, or any
part thereof, in accordance with the provisions of this Deed of Trust.

4.07 APPLICATION OF DEPOSITS. Beneficiary may, at its option, without being
required to do so, apply any money or securities that constitute deposits made
to or held by Beneficiary or any depository pursuant to any of the provisions
of this Deed of Trust toward payment of any of the Obligations in such order
and manner as Beneficiary may elect. When the Obligations have been fully paid,
any remaining deposits shall be paid to Grantor or its successors or assigns,
or to the then owner or owners of the Property, or to whoever else may then be
adjudged entitled thereto.

4.08 EXERCISE RIGHTS OF SECURED PARTY. To the extent that this Deed of Trust
may operate as a security agreement under the Uniform Commercial Code,
Beneficiary may exercise any or all of the remedies of a secured party under
said Code.

4.09 CONTINUING REMEDIES. The failure of Beneficiary to exercise any remedy
granted to Beneficiary hereunder or under applicable law in any one or more
instances, or the acceptance by Beneficiary of partial payments of such
indebtedness, shall neither constitute a waiver of any such Event of Default or
of Beneficiary's remedies hereunder or under applicable law nor establish,
extend or affect any grace period for payments due under the Note, but such
remedies shall remain continuously in force. Acceleration of maturity, once
claimed hereunder by Beneficiary, may at Beneficiary's option be rescinded by
written acknowledgment to that effect by Beneficiary and shall not affect
Beneficiary's right to accelerate maturity upon or after any future Event of
Default.

4.10 FORBEARANCE BY BENEFICIARY NOT A WAIVER. Any forbearance by Beneficiary in
exercising any right or remedy hereunder, or otherwise afforded by law, shall
not be a waiver or preclude the exercise of any such right or remedy.

4.11 APPLICATION OF PROCEEDS. The proceeds of any foreclosure sale of the
Property, or any part thereof, shall be distributed and applied in the
following order of priority:

(a) first, on account of all reasonable costs and expenses incident to the
foreclosure proceedings, including, without limitation, the items described in
Section 4.15 hereof;

(b) next, in any order as determined by Beneficiary in its sole discretion, on
account of the outstanding balance of the Note, all other items that, under the
terms of this Deed of Trust, constitute secured indebtedness additional to that
evidenced by the Note and all other unpaid Obligations; and

(c) the balance, to Grantor or its successors or assigns, as their interests
and rights may appear or whoever else may then be adjudged entitled thereto.

4.12 PRIORITY OF PAYMENTS. Any rents, issues, deposits, profits, and avails of
the Property received by Beneficiary after taking possession of all or any part
of the Property, or pursuant to any assignment thereof to Beneficiary under the
provisions of this Deed of Trust, shall (unless otherwise required by court
order) be applied in payment of or on account of the following, in the order
listed:

(a) operating expenses of the Property (including reasonable compensation to
Beneficiary, any receiver of the Property, any agent or agents to whom
management of the Property has been delegated, and also including lease
commissions and other compensation for and expenses of seeking and procuring
tenants and entering into leases, establishing claims for damages, if any, and
paying premiums on insurance hereinabove authorized);





                                      -12-
<PAGE>   14
(b) taxes, special assessments, and water and sewer charges now due or that may
hereafter become a lien thereon prior to the lien of this Deed of Trust;

(c) any and all reasonable repairs, decorating, renewals, replacements,
alterations, additions, betterments, and improvements of the Property
(including, without limitation, the cost of placing the Property in such
condition as will, in the judgment of Beneficiary or any receiver, make it
readily rentable or salable);

(d) all indebtedness secured by this Deed of Trust and other Obligations,
including, without limitation, any deficiency that may result from any
foreclosure sale pursuant hereto; and

(e) any remaining funds to Grantor or its successors or assigns, as their
interests and rights may appear or to whoever else may then be adjudged
entitled thereto.

4.13 RENT. During the continuance of any Event of Default and if Beneficiary or
any judicially appointed representative has a right to exclude Grantor from all
or any part of the Property, Grantor agrees to pay the fair and reasonable
rental value for the use and occupancy of the Property, or any portion thereof
which are in its possession and being occupied for such period and, upon
default of any such payment, will vacate and surrender possession of the
Property to Beneficiary or to a receiver, if any, and in default thereof may be
evicted by any summary action or proceeding for the recovery or possession of
premises for non-payment of rent, however designated.

4.14 REMEDIES ARE SEVERABLE AND CUMULATIVE. All rights and remedies of
Beneficiary herein are severable and cumulative and in addition to all other
rights and remedies available in the other Documents, at law or in equity, and
any one or more of such rights and remedies may be exercised simultaneously or
successively.

4.15 LITIGATION EXPENSES. In any proceeding to foreclose the lien of this Deed
of Trust or enforce any other right or remedy of Beneficiary under this Deed of
Trust or any of the other Documents, or in any other proceeding whatsoever in
connection with any of the Property in which Beneficiary is named as a party,
there shall be allowed and included, as additional indebtedness in the judgment
or decree resulting therefrom, all reasonable expenses paid or incurred in
connection with such proceeding by or on behalf of Beneficiary, including, but
not limited to, reasonable attorneys' fees and expenses.

4.16 PERFORMANCE BY BENEFICIARY. During the continuance 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 by
Beneficiary, and Beneficiary may, but need not, make full or partial payments
of principal or interest on encumbrances, if any; purchase, discharge,
compromise, or settle any tax lien or other prior or junior lien or title or
claim thereof; redeem from any tax sale or forfeiture affecting the Property;
or contest any tax or assessment thereon. All moneys paid for any of the
purposes authorized herein and all reasonable expenses paid or incurred in
connection therewith, including reasonable attorney's fees, and any other
moneys advanced by Beneficiary to protect the Property and the lien of this
Deed of Trust, shall be additional indebtedness secured hereby, and shall
become immediately due and payable by Grantor to Beneficiary without notice,
with interest at the Interest Rate. Inaction of Beneficiary shall never be
construed to be a waiver of any right accruing to it by reason of any Event of
Default.

4.17 WAIVER OF STATUTORY RIGHTS. To the greatest extent permitted by law: (a)
Grantor hereby waives the benefit of, and agrees that it will not apply for or
avail itself of, any appraisement, valuation, redemption, stay, extension or
exemption laws, or any so-called "moratorium laws," now existing or hereafter
enacted, in order to prevent or hinder the enforcement or foreclosure of this
Deed of Trust; and (b) Grantor, for itself, any and all persons or entities who
may claim through or under it and each and every person or entity acquiring any
interest in the Property or title to the Real Property subsequent to the date
of this Deed of Trust, hereby also waives (i) any and all rights to have the
Property and estates comprising the Property marshaled upon any foreclosure of
the lien hereof, and agrees that any court having jurisdiction to foreclose
such lien may order the Property sold in its entirety; and (ii) any and all
rights of (A) redemption from sale under any order or decree of foreclosure of
the lien hereof pursuant to the rights herein granted; and (B) homestead in the
Real





                                      -13-
<PAGE>   15
Property which Grantor may now or hereafter have under the laws of the State in
which the Property is located; and (iii) all rights to void liens under Section
506 of the United States Bankruptcy Code (11 U.S.C. Section 506), or any
amendment or successor thereto.

                                V. MISCELLANEOUS

5.01 APPOINTMENT; SUBSTITUTION OF TRUSTEE. (a) If at the time of execution
hereof by Grantor, the name and/or address of Trustee is not filled in, Grantor
irrevocably authorizes and empowers Beneficiary or any authorized agent of
Beneficiary to appoint Trustee and fill in the name and address of such Trustee
at all appropriate places on this Deed of Trust at any time prior to the
recording hereof.

(b) Trustee may resign by an instrument in writing addressed to Beneficiary, or
Trustee may be removed at any time with or without cause by Beneficiary. In
case of the death, resignation, removal or disqualification of Trustee or if
for any reason Beneficiary shall deem it desirable to appoint a substitute or
successor trustee to act instead of the herein named Trustee or any substitute
or successor trustee, then Beneficiary shall have the right and is hereby
authorized and empowered to appoint a successor trustee, or a substitute
trustee, without other formality than appointment and designation in writing
executed by Beneficiary, and the authority hereby conferred shall extend to the
appointment of other successor and substitute trustees successively until the
indebtedness secured hereby has been paid in full or until the Property is sold
hereunder. Any reference in this instrument to Trustee shall include, as
appropriate, any successor or substitute trustee. Such appointment may be
executed by any authorized agent of Beneficiary; and if Beneficiary be a
corporation and such appointment be executed in its behalf by any officer of
such corporation, such appointment shall be conclusively presumed to be
executed with authority and shall be valid and sufficient without proof of any
action by the board of directors or any superior officer of the corporation.
Grantor hereby ratifies and confirms any and all acts which the herein named
Trustee, or his successor or successors in this Trust, shall do lawfully by
virtue hereof. Grantor hereby agrees, on behalf of itself and its successors
and assigns, that the recitals contained in any deed or deeds executed in due
form by Trustee or any substitute trustee, acting under the provisions of this
instrument, shall be prima facie evidence of the facts recited, and that it
shall not be necessary to prove in any court, otherwise than by such recitals,
the existence of the facts essential to authorize the execution and delivery of
such deed or deeds and the passing of title thereby.

5.02 ASSIGNMENT. Grantor hereby assigns and transfers as additional security to
Beneficiary all damages, royalties and revenue of every kind, nature and
description whatsoever that Grantor may be entitled to receive from any person,
company or corporation owning or having or hereafter acquiring a right to the
oil, gas or mineral rights and reservations of the Property with the right in
Beneficiary to receive and receipt therefor and apply the same to said
indebtedness either before or after any Event of Default hereunder, and
Beneficiary may demand, sue for and recover any such payments but shall not be
required so to do.

5.03 NO RIGHT OF OFFSET. No offset or claim that Grantor now has or may in the
future have against Beneficiary shall relieve Grantor from paying installments
or performing any other obligation herein or secured hereby. Grantor within ten
(10) days after any request of Beneficiary, will furnish a written statement of
the amount due on the Note and a description of any alleged offsets,
counterclaims, or defenses to the payment thereof.

5.04 CORRECTIONS. Grantor will, upon request of Trustee, promptly correct any
defect, error or omission which may be discovered in the contents of this Deed
of Trust or in the execution or acknowledgments hereof, and will execute,
acknowledge and deliver such further instruments and do such further acts as
may be necessary or as may be reasonably requested by Trustee or by Beneficiary
to carry out more effectively the purposes of this Deed of Trust, to subject to
the lien and security interest hereby created any of Grantor's properties,
rights or interest covered or intended to be covered hereby, and to perfect and
maintain the lien and security interest. If any rights, easements or other
hereditaments shall hereafter become appurtenant to the Property, or any part
thereof, Grantor shall deliver to Beneficiary, upon demand, a supplemental Deed
of Trust in the form approved by Beneficiary covering such rights and
interests.





                                      -14-
<PAGE>   16
5.05 FURTHER ASSURANCES. Grantor will execute and deliver to Beneficiary, upon
demand, any additional instruments or security documents necessary to secure to
Beneficiary or to Trustee any right or interest granted by this Deed of Trust.
If any rights, easements or other hereditaments shall hereafter become
appurtenant to the Property, or any part thereof, Grantor shall deliver to
Beneficiary, upon demand, a supplemental Deed of Trust in the form approved by
Beneficiary covering such rights and interests.

5.06 NOTICES. All notices hereunder shall be given and become effective in
accordance with the provisions of the Loan Agreement.

5.07 COVENANTS RUN WITH LAND. All of the covenants of this Deed of Trust shall
run with the land constituting the Real Property.

5.08 GOVERNING LAW. The validity and interpretation of this Deed of Trust shall
be governed and construed in accordance with the laws of the State in which the
Property is located.

5.09 SEVERABILITY. Whenever possible, each provision of this Deed of Trust
shall be interpreted in such manner as to be effective and valid under
applicable law. Any provision of this Deed of Trust which is prohibited or
unenforceable shall be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Deed of
Trust.

5.10 NON-WAIVER. No failure or delay on the part of Beneficiary in exercising
any right, power or remedy pursuant to this Deed of Trust or any of the other
Documents shall operate as a waiver thereof, and no single or partial exercise
of any such right, power or remedy shall preclude any other or further exercise
thereof, or the exercise of any other right, power or remedy. Neither any
waiver of any provision of this Deed of Trust or any of the other Documents,
nor any consent to any departure by Grantor therefrom, shall be effective
unless the same shall be in writing and signed by Beneficiary. Any waiver of
any provision of this Deed of Trust or any of the other Documents and any
consent to any departure by Grantor from the terms of this Deed of Trust or any
of the other Documents shall be effective only in the specific instance and for
the specific purpose for which given. Except as otherwise expressly provided
herein, no notice to or demand on Grantor shall in any case entitle Grantor to
any other or further notice or demand in similar or other circumstances.
Acceleration of maturity, once claimed hereunder by Beneficiary, may at
Beneficiary's option be rescinded by written acknowledgment to that effect by
Beneficiary and shall not affect Beneficiary's right to accelerate maturity
upon or after any future Event of Default.

5.11 HEADINGS. Captions and headings in Sections and Paragraphs of this Deed of
Trust are inserted only as a matter of convenience and shall not affect the
interpretation hereof.

5.12 GRAMMAR. As used in this Deed of Trust, the singular shall include the
plural, and masculine, feminine and neuter pronouns shall be fully
interchangeable, where the context so requires.

5.13 DEED IN TRUST. If title to the Property or any part thereof is now or
shall hereafter becomes vested in a trustee, any prohibition or restriction
contained herein against the creation of any lien on the Property shall be
construed as a similar prohibition or restriction against the creation of any
lien on or security interest in the beneficial interest or power of direction
of such trust.

5.14 SUCCESSORS AND ASSIGNS. This Deed of Trust and all provisions hereof shall
be binding upon Grantor, and its successors, assigns, legal representatives and
all other persons or entities claiming under or through Grantor and the word
"Grantor," when used herein, shall include all such persons and entities. The
word "Beneficiary," when used herein, shall include Beneficiary's successors,
assigns, and legal representatives, including all other holders, from time to
time, of the Note.

5.15 RELEASE. Beneficiary shall release this Deed of Trust and the lien hereof
by proper instrument upon payment in full of all Obligations and all other
indebtedness secured by this Deed of Trust.





                                      -15-
<PAGE>   17
5.16 TIME OF THE ESSENCE. Time is of the essence to this Deed of Trust, and all
provisions pertaining thereto shall be strictly construed.

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

CELEBRITY, INC.


By:    /s/ JAMES R. THOMPSON
    ----------------------------------------
       Signature

       James R. Thompson
--------------------------------------------
       Printed Name

       Vice President
--------------------------------------------
       Title


ATTEST:

By:    /s/ LISA K. BORK
    ----------------------------------------
       Signature

       Lisa K. Bork
--------------------------------------------
       Printed Name

       Assistant Secretary
--------------------------------------------
       Title





                                      -16-
<PAGE>   18
STATE OF TEXAS       )
                     ) SS.
COUNTY OF SMITH      )


Before me, the undersigned authority, notary public and in for said county and
state, on this day personally appeared James R. Thompson known to me to be the
person whose name is subscribed to the foregoing instrument, and known to me to
be the Vice President - Finance of CELEBRITY, INC., a corporation, and
acknowledged to me that such person executed said instrument for the purposes
and consideration therein expressed and as the act of said corporation.

GIVEN under my hand and seal of office this 20th day of June, 1997.


    /s/ DEBRA B. LAMBERT         
--------------------------------
       NOTARY PUBLIC

My Commission Expires:


--------------------------------
       [S E A L]





                                      -17-
<PAGE>   19



               EXHIBIT A ATTACHED TO AND HEREBY MADE A PART OF
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS
  AMONG CELEBRITY, INC., _____________________________________________ AND
               MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
================================================================================

COMMON ADDRESS OF REAL PROPERTY:   4520 OLD TROUP HIGHWAY
                                   TYLER, TEXAS

RECORD OWNER: CELEBRITY, INC.

PIN NUMBER:

LEGAL DESCRIPTION:


<PAGE>   20

                                   EXHIBIT "A"
TO UCC FINANCING STATEMENT BETWEEN CELEBRITY, INC., DEBTOR, AND MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC., SECURED PARTY.
================================================================================

THIS UCC FINANCING STATEMENT COVERS THE FOLLOWING ITEMS OR TYPES OF PROPERTY:

ALL MACHINERY, EQUIPMENT, FITTINGS, APPARATUS, APPLIANCES, FIXTURES (INCLUDING,
WITHOUT LIMITATION, ALL HEATING, AIR CONDITIONING, VENTILATING, WASTE DISPOSAL,
SPRINKLER AND FIRE AND THEFT PROTECTION EQUIPMENT, AND ALL PLUMBING, LIGHTING,
COMMUNICATIONS AND ELEVATOR FIXTURES) AND OTHER PROPERTY OF EVERY KIND AND
DESCRIPTION NOW OR HEREAFTER OWNED BY DEBTOR AND LOCATED UPON OR IN, AND USED
OR USEFUL IN CONNECTION WITH, THE OPERATION, MAINTENANCE OR OCCUPANCY OF THE
REAL PROPERTY DESCRIBED BELOW, OR ANY IMPROVEMENTS THEREON, AND ALL RENEWALS OR
REPLACEMENTS THEREOF AND ARTICLES IN SUBSTITUTION THEREFOR, AND ANY AND ALL
PROCEEDS OF ANY OF THE FOREGOING.

RECORD OWNER: CELEBRITY, INC.

COMMON ADDRESS:      4520 OLD TROUP HIGHWAY
                     TYLER, TEXAS

LEGAL DESCRIPTION: