EXHIBIT 10.23.5.
                                                                ----------------

                                  DEED OF TRUST
                                  -------------

(Security  Agreement,  Assignment of Leases,  Assignment of Rents, and Financing
Statement)

       This combined Deed of Trust,  Security  Agreement,  Assignment of Leases,
Assignment of Rents, and Financing Statement (hereafter "Instrument") is made on
the date acknowledged below by Wedgwood Partners,  Ltd., Limited Partnership,  a
Nevada limited partnership.  By signing this instrument,  Borrower agrees to the
terms and conditions and makes the covenants stated in this instrument.

DATE:                               July 12, 2001
- -----


BORROWER/GRANTOR:          Wedgwood Partners, Ltd., Limited Partnership, a
- -----------------          Nevada limited partnership


BORROWER'S/GRANTOR'S
ADDRESS FOR NOTICE:        650 Centura Tower One
- -------------------        14185 Dallas Parkway
                           Dallas, Texas 75240


LENDER:                    Vestin Mortgage, Inc., a Nevada corporation
- -------

LENDER'S ADDRESS:          2901 El Camino Avenue, Suite 206
- -----------------          Las Vegas, Nevada 89102


TRUSTEE:                   Charles S. Brown
- --------

TRUSTEE'S ADDRESS:         8235 Douglas Avenue, Suite 1220
- ------------------         Dallas, Texas 75225

NOTE:         $12,000,000.00   promissory  note  (the  "Note")  dated  herewith,
- -----         executed by Borrower and payable to Lender as stated in the Note.


LAND:         The land is located in Harlingen,  Cameron County,  Texas,  and is
- -----         more  particularly  described in EXHIBIT "A",  attached hereto and
              incorporated herein for all purposes.

                              ARTICLE I - SECURITY

1.01   CONVEYANCE IN TRUST.  For value received,  the receipt and sufficiency of
which  Borrower  acknowledges,  and to secure the  payment  of the  Indebtedness
described in Section 2.01 and  performance  of the covenants  and  agreements of
Borrower  stated in this  Instrument,  the Note,  and in the Loan  Documents (as
defined  below),  Borrower  conveys  the  Property  described  in  Section  1.02
including,  without  limitation,  the Land to the Trustee in trust with power of
sale,  TO HAVE AND TO HOLD the Property,  together with the rights,  privileges,
and  appurtenances   thereto  belonging  unto  the  Trustee  and  the  Trustee's
substitutes or successors forever.  Borrower binds itself and its successors and
assigns to WARRANT AND FOREVER  DEFEND the Property  unto the  Trustee,  and the
Trustee's substitutes or successors and assigns,  against the claim or claims of
all persons claiming or to claim the same or any part thereof.


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1.02   PROPERTY.  The Property covered by this Instrument  includes the Land and
the  following  items  described  in this  Section  1.02,  whether  now owned or
hereafter acquired,  all of which, including replacements and additions thereto,
shall  be  deemed  to be and  remain  a part  of the  Property  covered  by this
Instrument, and all rights,  hereditaments and appurtenances pertaining thereto,
all of  which  are  referred  to as the  "Property":  (a) any and all  building,
improvements,  and  tenements now or hereafter  attached to or placed,  erected,
constructed,  or developed on the Land (the "Improvements");  (b) all equipment,
fixtures,  furnishing,   inventory,  and  articles  of  personal  property  (the
"Personal  Property")  now or  hereafter  attached  to or used in or  about  the
Improvements  or that are  necessary or useful for the complete and  comfortable
use and  occupancy of the  Improvements  for the purposes for which they were or
are to be attached, placed, erected, constructed or developed, or which Personal
Property is or may be used in or related to the planning, development, financing
or  operation  of the  Improvements,  and all  renewals  of or  replacements  or
substitutions for any of the foregoing,  whether or not the same are or shall be
attached to the Land or  Improvements;  (c) all water and water rights,  timber,
crops, and mineral interests  pertaining to the Land; (d) all building materials
and equipment  now or hereafter  delivered to and intended to be installed in or
on the  Land or the  Improvements;  (e) all  plans  and  specifications  for the
Improvements;  (f) all Borrower's rights (but not Borrower's  obligations) under
any contracts  relating to the Land, the Improvements or the Personal  Property;
(g) all deposits  (including tenant security  deposits),  bank accounts,  funds,
Instruments,  notes,  or  chattel  paper  arising  from  or  by  virtue  of  any
transactions related to the Land, the Improvements or the Personal Property; (h)
all  Borrower's  rights (but not  Borrower's  obligations)  under any documents,
contracts rights, accounts, commitments,  construction contracts,  architectural
contracts,  engineering  contracts,  and general intangibles  (including without
limitation trademarks, trade name, and symbols) arising from or by virtue of any
transactions  related to the Land, the  Improvements,  or the Personal  Property
including, but not limited to, all of Borrower's rights arising under letters of
intent to purchase  and  contracts to sell or purchase all or any portion of the
Property, whether heretofore or hereafter executed ("Contract of Sale"); (i) all
permits,  licenses,  franchises,  certificates,  and other rights and privileges
obtained  in  connection  with  the  Land,  the  Improvements,  or the  Personal
Property; (j) all proceeds arising from or by virtue of the sale, lease or other
disposition of the Land, the  Improvements,  or the Personal  Property;  (k) all
proceeds (including premium refunds) of each policy of insurance relating to the
Land,  the  Improvements,  or the Personal  Property;  (l) all proceeds from the
taking of any of the Land, the Improvements, the Personal Property or any rights
appurtenant  thereto by right of eminent  domain or by private or other purchase
in lieu thereof, including change of grade of streets, curb cuts or other rights
of access,  for any  public or  quasi-public  use under any law;  (m) all right,



                                 Page 63 of 200


title,  and interest of Borrower in and to all  streets,  road,  public  places,
easements, and rights-of-way,  existing or proposed, public or private, adjacent
to or used in connection  with,  belonging or pertaining to the Land; (n) all of
the Leases (as hereafter defined),  rents, royalties,  bonuses, issues, profits,
revenues,  or other  benefits of the Land,  the  Improvements,  or the  Personal
Property,  including without limitation cash or securities deposited pursuant to
leases to secure  performance  by the  tenants of their  obligations  thereunder
(subject to the  Assignment of Rents made in Article V below);  (o) all consumer
goods  located  in,  on,  or  about  the  Land  or the  Improvements  or used in
connection  with  the  use or  operation  thereof;  however,  neither  the  term
"consumer goods" nor the term "Personal Property" includes clothing,  furniture,
appliances,  linens,  china,  crockery,  kitchenware,  or personal  effects used
primarily for personal,  family, or household  purposes;  (p) other interests of
every kind and character that Borrower now has or at any time hereafter acquires
in and to the Land, Improvements, and Personal Property and all property that is
used or useful in connection  therewith,  including rights of ingress and egress
and all  reversionary  rights or  interests  of  Borrower  with  respect to such
property;  and (q) all products and proceeds of the Personal Property  described
in this Section 1.02.

1.03   SUBROGATION.  Any of the  proceeds  of the Note  utilized  to take up any
outstanding  liens  or  other  contract  rights  against  all or any part of the
Property have been advanced by Lender at Borrower's  request and upon Borrower's
representation  that such amounts are due and are secured by valid liens against
the Property. Lender shall be subrogated to any and all rights, powers, superior
titles,  liens,  and  equities  owned or  claimed  by any owner or holder of any
outstanding  liens,  contract rights and debts,  however  remote,  regardless of
whether  said  liens,  contract  rights  or debts  are  acquired  by  Lender  by
assignment or are released by the holder thereof upon payment.

                     ARTICLE II - INDEBTEDNESS AND PAYMENTS

2.01   INDEBTEDNESS.   The   indebtedness   secured  by  this   Instrument  (the
"Indebtedness")  shall  mean and  include  the  following:  (a) any and all sums
becoming  due and  payable  pursuant  to the Note;  (b) any and all  other  sums
becoming due and payable by Borrower  (or any one or more of them,  if more than
one) to Lender as a result of advances made by Lender  pursuant to the terms and
conditions of this Instrument,  or any other Loan Document  securing or executed
in  connection  with  or  otherwise  relating  to the  Note,  including  without
limitation  the  repayment of any future  advances made by Lender to Borrower as
provided in paragraph  (c) below and the  repayment of any sums advanced for the
protection of Lender's  security  pursuant to Section 6.20;  and (c) any and all
renewals,   extensions,   replacements,   substitutions,    rearrangements,   or
modifications of the Indebtedness, or any part of the Indebtedness.

2.02   OTHER LOAN  DOCUMENTS.  In  addition  to this  Instrument,  and the Note,
Borrower and Lender may execute various other documents and agreements  relating
to the  Indebtedness  secured by this  Instrument,  all of which  documents  and
agreements,  are  referred to herein as the "Loan  Documents".  This  Instrument
shall also secure the  performance of all  obligations and covenants of Borrower
under this Instrument and the other Loan Documents.


                                 Page 64 of 200


2.03   PAYMENT OF PRINCIPAL AND INTEREST.  Borrower  shall promptly pay when due
the principal and interest on the Indebtedness evidenced by the Note, prepayment
and late  charges as  provided in the Note,  and all other sums  secured by this
Instrument.

2.04   APPLICATION OF PAYMENT.  Unless  applicable law provides  otherwise,  all
payments  received by Lender  from  Borrower  under the Note or this  Instrument
shall be applied by Lender as it determines in its sole and absolute discretion.

                        ARTICLE III - SECURITY AGREEMENT

3.01   UNIFORM  COMMERCIAL  CODE  SECURITY  AGREEMENT.  This  Instrument is also
intended to be a security agreement between Borrower,  as debtor, and Lender, as
secured  party,  pursuant to the Texas  Business and Commerce  Code 1.01 et seq.
("Texas  UCC")  for any of the  items  specified  above as part of the  Property
which,  under applicable law, may be subject to a security  interest pursuant to
the Texas UCC, and Borrower hereby grants Lender a security interest in all such
items.  Borrower  agrees that Lender may file this  Instrument or a reproduction
thereof in the real  estate  records or other  appropriate  index as a financing
statement  for any of the items  specified  above as part of the  Property.  Any
reproduction of this Instrument or of any other security  agreement or financing
statement shall be sufficient as a financing  statement.  In addition,  Borrower
agrees to execute and deliver to Lender,  upon Lender's  request,  any financing
statement,  as  well  as  extensions,  renewals,  and  amendments  thereof,  and
reproduction  of this Instrument in such form as Lender may require to perfect a
security  interest with respect to said items.  Borrower  shall pay all costs of
filing such financing statement and any extensions,  renewals,  amendments,  and
releases  thereof and shall pay all reasonable  costs and expenses of any record
searches for financing  statements  Lender may reasonably  require.  Without the
prior  written  consent of Lender,  which consent may be withheld for any reason
whatsoever  or no  reason,  as Lender  may  determine  in its sole and  absolute
discretion,  Borrower  shall not create or suffer to be created  pursuant to the
Texas UCC any other security interest in said items,  including replacements and
additions  thereto.  Upon the occurrence of an Event of Default (as that term is
defined in Article VII below),  including the covenants to pay when due all sums
secured by this  Instrument,  Lender shall have the remedies of a secured  party
under the Texas UCC and,  at  Lender's  option,  may also  invoke  the  remedies
provided in Article VIII of this  Instrument as to such items. In exercising any
remedies, Lender may proceed against the items of real property and any items of
personal property specified above as part of the Property separately or together
and in any order  whatsoever,  without in any way affecting the  availability of
Lender's  remedies  under the Texas UCC or of the  remedies  provided in Article
VIII of this Instrument.

3.02   NOTICE OF  CHANGES.  Borrower  shall  give  advance  notice in writing to
Lender of any proposed  change in Borrower's  name,  identity,  or structure and
shall  execute  and  deliver  to  Lender,  prior  to or  concurrently  with  the
occurrence of any such change, all additional  financing  statements that Lender
may require to  establish  and  maintain  the  validity and priority of Lender's
security interest with respect to any of the Property.


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3.03   FIXTURES.  Some of the items of the Property are goods that are or are to
become  fixtures  related to the Land.  Borrower and Lender  intend that,  as to
those goods,  this Instrument shall be effective as a financing  statement filed
as a fixture  filing  from the date of its filing for record in the real  estate
records of the county in which the Property is situated.  Information concerning
the security interest created by this Instrument may be obtained from Lender, as
secured party, at the address of Lender stated above. The mailing address of the
Borrower, as debtor, is as stated above.

                        ARTICLE IV - ASSIGNMENT OF LEASES

4.01   ASSIGNMENT OF LEASES.  Borrower  assigns to Lender and grants to Lender a
security interest in all of Borrower's rights,  but not Borrower's  obligations,
under  existing  and  future  leases,  including  subleases,  and  any  and  all
extensions,  renewals,  modifications, and replacements of such leases, upon any
part of the  Property  (the  "Leases").  Borrower  also  assigns  to Lender  all
guaranties of tenant's  performance under the Leases. Prior to the occurrence of
an Event of Default (as defined below),  Borrower shall have the right,  without
joinder of Lender, to enforce the Leases, unless Lender directs otherwise.

4.02   WARRANTIES  CONCERNING LEASES AND RENTS. Borrower represents and warrants
that: (a) Borrower has good title to the Leases hereby assigned and authority to
assign  them,  and no other  person or entity has any right,  title or  interest
therein;  (b) all existing  Leases are valid,  unmodified  and in full force and
effect, except as indicated herein, and no default exists thereunder; (c) unless
otherwise  provided herein, no Rents (as hereafter  defined) or other sums owing
under the Leases have been or will be  assigned,  mortgaged  or pledged;  (d) no
Rents have been or will be anticipated, waived, released, discounted, set off or
compromised;  and (e)  except  as  indicated  in the  Leases,  Borrower  has not
received any funds or deposits from any tenant that has not already been applied
to the payment of accrued Rents.

4.03   BORROWER'S  COVENANTS OF PERFORMANCE.  Borrower covenants to: (a) perform
all of its obligations under the Leases and give prompt written notice to Lender
of any  failure to do so;  (b) give  immediate  written  notice to Lender of any
notice  Borrower  receives  from  any  tenant  or  subtenant  under  any  Leases
specifying  any  claimed  default  by any party  under such  Leases,  excluding,
however,  notice of defaults under residential  Leases; (c) enforce the tenant's
obligations under the Leases; (d) defend, at Borrower's expense,  any proceeding
pertaining to the Leases,  including, if Lender so requests, any such proceeding
to which Lender is a party;  and (e) neither  create nor permit any  encumbrance
upon Borrower's  interest as landlord of the leases,  except this Instrument and
any other encumbrances permitted by this Instrument.



                                 Page 66 of 200


4.04   PRIOR APPROVAL FOR ACTIONS AFFECTING LEASES.  Borrower shall not, without
the prior  written  consent of Lender,  which  consent may be  withheld  for any
reason whatsoever or no reason, as Lender may determine in its sole and absolute
discretion:  (a) receive or collect  rents under any of the Leases more than one
month in advance;  (b) encumber or assign future Rents; (c) waive or release any
obligation of any tenant under the Leases;  (d) cancel,  terminate or modify any
of the  Leases,  cause,  permit  or  accept  any  cancellation,  termination  or
surrender of any of the Leases, or commence any proceedings for dispossession of
any  tenant  under  any  of the  Leases,  except  upon  default  by  the  tenant
thereunder;  (e) renew or extend any of the Leases,  except pursuant to terms in
existing Leases;  (f) permit any assignment of the Leases; or (g) enter into any
Leases after the date hereof. Notwithstanding anything contained in this Section
4.04 to the contrary,  Borrower may enter into leases covering the Property with
terms of one year or less.

4.05   ATTORNMENT  OF TENANTS.  All leases of the  Property  shall  specifically
provide that: (a) such Leases are subordinate to this  Instrument;  (b) that the
tenant  attorns  to  Lender,  such  attornment  to be  effective  upon  Lender's
acquisition of title to the Property; (c) that the tenant agrees to execute such
further  evidences of attornment  as Lender may from time to time  request;  (d)
that the  attornment of the tenant shall not be terminated by  foreclosure;  and
(e) that Lender may, at Lender's option, accept or reject such attornments.

4.06   SETTLEMENT  FOR  TERMINATION.  Borrower  agrees  that no  settlement  for
damages, for termination of any of the Leases under the Federal Bankruptcy Code,
or under any other federal,  state, or local statute,  shall be made without the
prior  written  consent of Lender,  which consent may be withheld for any reason
whatsoever  or no  reason,  as Lender  may  determine  in its sole and  absolute
discretion,  and any check in payment of such  damages  shall be made payable to
both Borrower and Lender. Borrower hereby assigns any such payment to Lender, to
be applied to the  Indebtedness  as Lender may  elect,  and  Borrower  agrees to
endorse any check for such payment to the order of Lender.

4.07   LENDER IN POSSESSION.  Lender's  acceptance of this assignment shall not,
prior to entry upon and taking  possession of the Property by Lender,  be deemed
to constitute  Lender a "mortgagee in possession,"  shall not obligate Lender to
appear in or  defend  any  proceeding  relating  to any of the  Leases or to the
Property,  take any action hereunder,  expend any money, incur any expenses,  or
perform any obligation or liability  under the Leases,  or assume any obligation
for any  deposits  delivered  to  Borrower  by any tenant and not  delivered  to
Lender.  Lender  shall  not be  liable  for any  injury  to  damage to person or
property in or about the Property.

4.08   APPOINTMENT   OF   ATTORNEY.   Borrower   hereby   appoints   Lender  its
attorney-in-fact, coupled with an interest, empowering Lender to subordinate any
Leases to this Instrument,  which shall only be effective during a period of any
uncured event of default.

4.09   INDEMNIFICATION;  HOLD HARMLESS.  Borrower  hereby  indemnifies and holds
Lender harmless from all liability,  damage,  or expense incurred by Lender from
any claims under the Leases, including without limitation any claims by Borrower
with  respect to Rents paid  directly  to Lender  after an event of Default  and
claims by tenants for security  deposits or for rental  payments  made more than
one (1) month in advance and not  delivered to Lender.  All amounts  indemnified
against  hereunder,  including  reasonable  attorneys'  fees, if paid by Lender,
shall bear  interest at the maximum  lawful  rate,  shall be payable by Borrower
immediately without demand, and shall be secured by this Instrument.


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4.10   RECORDS.  Upon the request by Lender,  Borrower  shall  deliver to Lender
true and correct legible copies of all Leases and copies of all records relating
thereto.

4.11   MERGER. There shall be no merger of the leasehold estates, created by the
Leases,  with the fee estate of the Land  without the prior  written  consent of
Lender, which consent may be withheld for any reason whatsoever or no reason, as
Lender may determine in its sole and absolute discretion.

4.12   RIGHT TO RELY.  Borrower  authorizes  and directs  the tenants  under the
Leases to pay rents to Lender  upon  written  demand by  Lender,  provided  that
Borrower is in default  after the  expiration  of any  applicable  cure  period,
without  further  consent of Borrower and regardless of whether Lender has taken
possession of any other  portion of the Property,  and tenants may rely upon any
written statement delivered by Lender to the tenants. Any such payment to Lender
shall  constitute  payment to Borrower under the Leases,  and Borrower  appoints
Lender as Borrower's lawful attorney-in-fact for giving, and is hereby empowered
to give,  acquittance  to any tenants for such payments to Lender after an event
of Default.

                         ARTICLE V - ASSIGNMENT OF RENTS

5.01   ABSOLUTE  ASSIGNMENT  OF  RENTS.  As  part of the  consideration  for the
Indebtedness  evidenced by the Note, and for other valuable  consideration,  the
receipt  and  sufficiency  of  which  Borrower  acknowledges,   Borrower  hereby
absolutely  and  unconditionally  assigns  and  transfers  to Lender  all rents,
insurance,  income,  receipts,  and profits from the Property,  and all security
deposits and other security therefore (the "Rents"), including those now due, or
to become due by virtue of any Lease or other agreement for the occupancy or use
of all or any part of the Property, regardless of to whom the Rents are payable.
Borrower  authorizes  Lender or Lender's agents to collect the rents and directs
each  tenant on the  Property  to pay such Rents to Lender or  Lender's  agents;
provided,  however,  that prior to the  occurrence  of an Event of  Default  (as
defined below),  Borrower shall collect and receive all Rents as trustee for the
benefit  of Lender and  Borrower,  to apply the Rents so  collected  to the sums
secured by this  Instrument in the order  provided in this  Instrument  with the
balance,  so long as no such Event of Default  has  occurred,  to the account of
Borrower.  Borrower and Lender intend that this Assignment of Rents  constitutes
an absolute and present assignment and not an assignment for additional security
only.  Borrower and Lender intend that Lender shall have absolute right,  power,
and authority to collect the Rents.

5.02   EVENT OF DEFAULT. Subject to any notice and cure rights expressly granted
to Borrower in this Deed of Trust or any other Loan Documents,  if any, upon the
occurrence of an Event of Default,  and without the necessity of Lender entering
upon and taking and maintaining full control of the Property in person, by agent
or by a  court-appointed  receiver,  Lender  shall  immediately  be  entitled to
possession  of all the rents  specified in this Article V as the same become due
and payable,  including  without  limitation Rents then due and unpaid,  and all
such Rents shall immediately upon delivery of such notice be held by Borrower as
trustee  for the benefit of Lender  only;  provided,  however,  that the written
notice by Lender to Borrower of the breach by Borrower shall contain a statement
that Lender exercises its rights to such Rents.  Borrower agrees that commencing
upon  delivery  of such  written  notice  of an Event of  Default  by  Lender to
Borrower,  each tenant of the Property  shall make such Rents payable to and pay
such  Rents to Lender or  Lender's  agents on  Lender's  written  demand to each
tenant  therefore,  delivered to each tenant  personally,  by mail or delivering
such demand to each rental unit, without any liability on the part of any tenant
to inquire further as to the existence of an Event of Default.


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5.03   BORROWER'S  COVENANTS.  Borrower covenants that Borrower has not executed
any prior assignment of the rents or any portion thereof,  that Borrower has not
performed,  and will not perform,  any acts and has not  executed,  and will not
execute,  any instrument  which would prevent Lender from  exercising its rights
under this Article V and that at the time of execution of this Instrument  there
has been  anticipation  or  prepayment  of any Rents more than  thirty (30) days
prior to the due dates of such rents.  Borrower covenants that Borrower will not
hereafter  collect or accept  payment of any Rents  more than  thirty  (30) days
prior to the due dates of such Rents without  prior  written  consent of Lender,
which consent may be withheld for any reason  whatsoever or no reason, as Lender
may determine in its sole and absolute  discretion.  Borrower further  covenants
that  Borrower  will execute and deliver to Lender such further  assignments  of
rents as Lender may from time to time request.

5.04   APPOINTMENT OF RECEIVER; POSSESSION OF THE PROPERTY. After any applicable
notice and opportunity to cure expressly  granted Borrower  pursuant to any Loan
Documents,  if any, upon the  occurrence  of an Event of Default,  Lender may in
person, by agent or by a court-appointed receiver, regardless of the adequacy of
lender's security,  enter upon and take full control of the Property in order to
perform all acts  necessary and  appropriate  for the operation and  maintenance
thereof,   including   without   limitation  the  execution,   cancellation   or
modification  of  Leases,  collection  of Rents,  the  making of  repairs to the
Property,  and the  execution  or  termination  of contracts  providing  for the
management or maintenance  of Property,  all on such terms as are deemed best to
protect the security of this Instrument.  In the event Lender elects to seek the
appointment  of a receiver for the Property  upon the  occurrence of an Event of
Default,  Borrower  consents to the appointment of such receiver.  Lender or the
receiver  shall be  entitled  to  receive  a  reasonable  fee for  managing  the
Property.

5.05   APPLICATION OF RENTS. All Rents collected subsequent to the occurrence of
an Event of Default  shall be  applied  first to the  costs,  if any,  of taking
control of and  managing  the  Property  and  collecting  the rents,  including,
without  limitation,  reasonable  attorney's fees,  receiver's fees, premiums on
receiver's  bonds,  costs of  repairs to the  Property,  premiums  on  insurance
policies, taxes assessments, and other charges on the Property, and the costs of
discharging any obligation or liability of Borrower as landlord of the Property,
and then to the sums secured by this  Instrument.  Lender or the receiver  shall
have access to the books and records used in the  operation and  maintenance  of
the  Property  and shall be  liable to  account  only for those  Rents  actually
received.  Lender shall not be liable to Borrower for anyone  claiming  under or
through  Borrower  or anyone  having an  interest  in the  Property by reason of
anything done or left undone by Lender under this Article V.


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5.06   INSUFFICIENT RENTS. If the Rents are not sufficient to meet the costs, if
any, of taking  control of and managing the Property and  collecting  the Rents,
any funds expended by Lender for such purposes shall become an  indebtedness  of
Borrower to Lender secured by this Instrument.  Unless Lender and Borrower agree
in writing to other terms of payment,  such amount  shall be payable upon notice
from Lender to Borrower  requesting payment thereof and shall bear interest from
the date of disbursement at the rate stated in the Note,  unless payment of such
interest at such rate would be contrary to  applicable  law, in which event such
amounts shall bear interest at the highest non-usurious rate which may collected
from Borrower under applicable law.

5.07   NO WAIVER;  TERM. Any entering upon and taking and maintaining of control
of the  Property  by  Lender or the  receiver  and any  application  of Rents as
provided herein shall not cure or waive any default  hereunder or invalidate any
other right or remedy of Lender under  applicable law or provided  herein.  This
assignment of the Rents shall terminate at such time as this  Instrument  ceases
to secure the Indebtedness held by Lender.

              ARTICLE VI - BORROWER'S REPRESENTATIONS, WARRANTIES,
                            COVENANTS, AND AGREEMENTS

       Borrower covenants, warrants, and represents to and agrees with Lender as
of the date of execution  and  continuing  until this  Instrument is released as
follows:

6.01   PAYMENT AND PERFORMANCE. Borrower shall promptly make all payments on the
Indebtedness  when  due  and  shall  punctually  and  properly  perform  all  of
Borrower's covenants,  obligations and liabilities under this Instrument and the
other Loan Documents.

6.02   TITLE TO  PROPERTY  AND LIEN OF THIS  INSTRUMENT.  Borrower  has good and
indefeasible title to the Land and to the Improvements,  and good and marketable
title  to  the  Personal  Property,  free  and  clear  of  any  liens,  charges,
encumbrances,  security  interest,  and  adverse  claims  whatsoever,  except as
otherwise provided herein. If the interest of Lender in the Property or any part
thereof  shall be  endangered  or shall be  attached,  directly  or  indirectly,
Borrower  authorizes  Lender, at Borrower's  expense,  to take all necessary and
proper  steps for the defense of such  interest,  including  the  employment  of
attorneys,  the  prosecution  or defense of  litigation,  and the  compromise or
discharge of claims made against such interest.

6.03   EXISTENCE OF BORROWER. Borrower shall preserve and keep in full force and
effect its  existence,  rights,  franchises,  and trade  names.  Borrower  shall
promptly pay any and all taxes to preserve its existence in Nevada,  Texas,  and
New Mexico,  and shall comply with all of the foregoing  state  requirements  to
maintain its authority to transact business in Nevada, Texas, and New Mexico.


                                 Page 70 of 200


6.04   TITLE INSURANCE. Borrower shall, at its sole cost and expense, obtain and
maintain  mortgagee  title  insurance  (in the form of a policy  as  Lender  may
require) in a form  acceptable to Lender in an amount equal to the amount of the
Note.

6.05   HAZARD INSURANCE.
       (a)    Borrower shall, at its sole cost and expense,  obtain and maintain
insurance  upon and  relating to all  insurable  Property by all-risk  insurance
policies and, if requested by Lender,  shall include perils of collapse,  flood,
as well as other  insurance  coverages,  in amounts equal to one hundred percent
(100%) of the  replacement  cost of the  Improvements  during  the  construction
thereof and at least one hundred percent (100%) of the  replacement  cost of the
Improvements not under construction, or in such additional amounts as Lender may
reasonably  require,  with loss made payable to Lender and with a standard  form
mortgage  clause.  Borrower  shall  deliver the  policies of insurance to Lender
promptly as issued;  and, if Borrower fails to do so, and such failure continues
beyond any  applicable  cure  period,  Lender,  at its option,  may procure such
insurance  at  Borrower's  expense.  Lender  shall  have  the  right to hold the
policies,  and Borrower shall promptly furnish to Lender all renewal notices and
all receipts of paid premiums.  All renewal and substitute policies of insurance
shall be delivered  at the office of Lender,  premiums  paid,  at least ten (10)
days before termination of policies previously delivered to Lender.

       (b)    In the event of loss, Borrower shall give immediate written notice
to the Insurance carrier and to Lender.  Borrower hereby authorizes and empowers
Lender as  attorney-in-fact  for  Borrower to make proof of loss,  to adjust and
compromise any claim under  insurance  policies,  to appear in and prosecute any
action arising from such,  insurance policies,  to collect and receive insurance
proceeds,  and to deduct there from Lender's expenses incurred in the collection
of such proceeds; provided, however, that nothing contained in this Section 6.05
shall  require  Lender  to incur  any  expense  or take any  action  under  this
Instrument.  Borrower further authorizes Lender, at Lender's option, (i) to hold
the balance of such  proceeds to be used to  reimburse  Borrower for the cost of
reconstruction  or repair of the Property,  or (ii) to apply the balance of such
proceeds to the payment of the sums secured by this  Instrument,  whether or not
then due, in the order of application set forth herein.
       (c)    If the insurance proceeds are held by Lender to reimburse Borrower
for the cost of  restoration  and repair of the Property,  the Property shall be
restored to the equivalent of its original  condition or such other condition as
Lender may  approve in  writing.  Lender  may,  at  Lender's  option,  condition
disbursement   of  any   proceeds  on  Lender's   approval  of  such  plans  and
specifications  of  an  architect  satisfactory  to  Lender,  contractor's  cost
estimates,  architect's  certificates,  waivers of liens,  sworn  statements  of
mechanics  and  materialman  and  such  other  evidence  of  costs,   percentage
completion of construction, application of payments and satisfaction of liens as
Lender may require. If the insurance proceeds are applied to the payment of sums
secured by this instrument,  any such application of proceeds to principal shall
not extend or postpone the due date of the installments  referred to in Sections
2.03 and 6.07 or change the  amounts of such  installments.  If the  Property is
sold  pursuant  to Section  8.03 or if Lender  acquires  title to the  Property,
Lender  shall have all  rights,  title,  and  interest of Borrower in and to any
insurance  policies  and  unearned  premiums  thereon and in and to the proceeds
resulting from any damage to the Property prior to such sale or acquisition.


                                 Page 71 of 200


       (d)    In case of loss, Lender, as it determines in its sole and absolute
discretion,  shall be  entitled  to  receive  and  retain  the  proceeds  of the
insurance  policies,  applying the same to payment of the  Indebtedness  in such
order and manner as Lender, in its sole and absolute  discretion,  may elect. If
any loss shall occur at any time when an Event of Default  exists,  Lender shall
be entitled to the benefit of all insurance held by or for any Borrower,  to the
same extent as if it had been made payable to Lender, and upon foreclosure under
this Instrument. Lender shall become the owner of all insurance policies.

6.06   TAXES AND ASSESSMENTS.  Borrower shall pay all taxes, levies, charges and
assessments  against or affecting the Property  including,  but not limited,  to
assessments on appurtenant  water stock,  imposed by any public or  quasi-public
authority or utility  company  which are (or if not paid,  may become) a lien on
all or part of the  Property  or any  interest  in it,  or which  may  cause any
decrease in the value of the  Property or any part of it, as the same become due
and payable, and, upon request by Lender,  Borrower shall deliver to Lender such
evidence of the payment  thereof as Lender may require.  If Borrower fails to do
so,  Lender may pay them,  together  with all costs and  penalties  thereon,  at
Borrower's expense;  provided however,  that Borrower may in good faith, in lieu
of  paying  such  taxes and  assessments  as they  become  due and  payable,  by
appropriate proceedings,  contest their validity. Pending such contest, Borrower
shall not be deemed in default under this Instrument  because of such nonpayment
if:  (a)  prior to  delinquency  of the  asserted  tax or  assessment,  Borrower
furnishes  Lender  an  indemnity  bond  secured  by a  deposit  in cash or other
security  acceptable to Lender,  or with a surety  acceptable to Lender,  in the
amount of the tax or  assessment  being  contested by Borrower plus a reasonable
additional sum to pay all costs,  interest, and penalties that may be imposed or
incurred in connection therewith,  conditioned that such tax or assessment, with
interest,  cost and penalties,  be paid as herein  stipulated;  and (b) Borrower
promptly pays an amount adjudged by a court of competent jurisdiction to be due,
with all costs,  penalties  and interest  thereon,  before the judgment  becomes
final. In any event, the tax, assessment,  penalties,  interest, and costs shall
be paid prior to the date on which any writ or order is issued  under  which the
Property or any part of the Property may be sold in satisfaction thereof.

6.07   CONDEMNATION.
       (a)    Borrower assigns to Lender all judgments,  decrees, and awards for
injury or  damage,  direct or  consequential,  to the  Property,  and all awards
pursuant to any proceeding for  condemnation or other taking,  whether direct or
indirect,  of the  Property  or any part of the  Property.  Lender may apply any
condemnation  proceeds to the Indebtedness in such manner as Lender may elect in
its sole and absolute  discretion.  Borrower shall promptly notify Lender of any
action or  proceeding  (or  threatened  action or  proceeding)  relating  to any
condemnation or other taking,  whether direct or indirect, of all or any part of
the Property.  Borrower shall,  unless otherwise  directed by Lender in writing,
file or defend  its claim  under any such  action  and  prosecute  same with due
diligence to its final  disposition and shall cause any awards or settlements to
be paid over to Lender for disposition pursuant to the terms of this Instrument.
Borrower  authorizes  Lender,  at  Lender's  option,  as  attorney-in-fact   for
Borrower, to commence, appear in, and prosecute, in Lender's or Borrower's name,
any action or proceeding relating to any proceeding relating to any condemnation
or other taking of the Property,  whether  direct or indirect,  and to settle or
compromise any claim in connection with such  condemnation or other taking.  The
proceeds of any award,  payment, or claim for damages,  direct or consequential,
in connection with any condemnation or other taking, whether direct or indirect,
of the Property,  or part thereof, or for conveyances,  in lieu of condemnation,
are hereby assigned to and shall be paid to Lender.  Lender shall be entitled to
participate in, control,  and be represented by attorneys of Lender's own choice
in any such action.  Borrower shall deliver to Lender such Instruments as may be
requested by it from time to time to permit such participation.


                                 Page 72 of 200


       (b)    Borrower  authorizes  Lender  to  apply  such  awards,   payments,
proceeds,  or damages,  after the deduction of Lender's expenses incurred in the
collection of such amounts,  at Lender's option, to restoration or repair of the
Property,  or to payment of the sums secured by this Instrument,  whether or not
then due, in the order of application set forth in Section 2.04 and the balance,
if any, to Borrower.  Unless Borrower and Lender otherwise agree in writing, any
application  of proceeds to principal  shall not extend or postpone the due date
of the installments referred to in Section 2.03 and 6.07 or change the amount of
such  installments.   Borrower  agrees  to  execute  such  further  evidence  of
assignment of any awards,  proceeds,  damages,  or claims  arising in connection
with such condemnation or taking as Lender may require.
       (c)    In the event Lender,  as the result of any such judgment,  decree,
or award,  believes that the payment or performance of any obligation secured by
this  Instrument  is impaired,  Lender may, upon  Borrower's  failure to provide
adequate  assurances  to Lender as Lender  determines  in its sole and  absolute
discretion,  and within thirty (30) days of Borrower's receipt of written notice
describing such impairment,  declare all of the Indebtedness immediately due and
payable.

6.08   TAXES ON NOTE OR  INSTRUMENT.  If at any time,  any law shall be  enacted
imposing or authorizing the imposition of any tax upon this Instrument,  or upon
any rights,  titles,  liens or security  interest  created by this Instrument or
upon the Note, or any part of the  Indebtedness,  Borrower shall immediately pay
all such taxes; provided that, if it is unlawful for Borrower to pay such taxes,
Borrower  shall prepay the Note in full without  penalty within thirty (30) days
after demand therefore by Lender.

6.09   STATEMENTS BY BORROWER. At the request of Lender,  Borrower shall furnish
promptly a written  statement or  affidavit,  in such form as may be required by
Lender,  stating the unpaid  balance of the Note, the date to which interest has
been paid and that there are no offsets or defenses  against full payment of the
Note in full  without  penalty  within ten (10) days after  demand  therefore by
Lender.

6.10   REPAIR,  WASTE,  ALTERATIONS,  ETC. Borrower shall keep every part of the
Property in good operating order,  repair, and condition and shall not commit or
permit any waste thereof.  Borrower  shall make promptly all repairs,  renewals,
and replacements necessary to such end. Borrower shall discharge all claims from
labor performed and material furnished thereof, and shall not suffer any lien of
mechanics or materialmen  to attach to any part of the Property.  Borrower shall
have the right to contest in good faith the validity of any such  mechanic's  or
materialman's lien, provided Borrower shall first furnish Lender a bond or other


                                 Page 73 of 200


security  satisfactory  to Lender in such  amount  as  Lender  shall  reasonably
require, but not more than one hundred fifty percent (150%) of the amount of the
claim, and provided further that Borrower shall thereafter diligently proceed to
cause  such  lien to be  removed  and  discharged.  If  Borrower  shall  fail to
discharge  any such lien,  then,  in  addition  to any other  right or remedy of
Lender, Lender may, but shall not be obligated to, discharge the lien, either by
paying the amount  claimed to be due, or by procuring the discharge of such lien
by  disposition  in court a bond for the amount  claimed,  or  otherwise  giving
security for such claim,  or by taking such action as may be  prescribed by law.
Borrower shall guard every part of the Property from removal,  destruction,  and
damage,  and shall not do or suffer to be done any act  whereby the value of any
part of the  Property  may be  lessened.  Borrower or any tenant or other person
shall not  materially  alter the Property  without the prior written  consent of
Lender,  which  consent  may be  withheld  for any reason  whatsoever  as Lender
determines in its sole and absolute discretion.

6.11   NO DRILLING  EXPLORATION.  Without the prior  written  consent of Lender,
which consent may be withheld for any reason  whatsoever or no reason, as Lender
may determine in its sole and absolute discretion, there shall be no drilling or
exploring for or extraction, removal, or production of minerals from the surface
or subsurface of the Land. The term "minerals" as used in this Instrument  shall
include,   without   limitation,   oil,  gas,  casinghead  gas,  coal,  lignite,
hydrocarbons,  methane,  carbon  dioxide,  helium  uranium and all other natural
elements, compounds and substances, including sand and gravel.

6.12   COMPLIANCE  WITH LAWS.  Borrower and Borrower's use of the Property shall
comply with all laws, rules,  ordinances,  regulations,  covenants,  conditions,
restrictions,  orders  and  decrees  of  any  governmental  authority  or  court
applicable  to Borrower or the Property and its use, and Borrower  shall pay all
fees or  charges  of any  kind  in  connection  therewith.  Borrower  shall  not
initiate,  participate in, or acquiesce in a change in the zoning classification
of the Property  without  Lender's prior written  consent,  which consent may be
withheld  for any reason  whatsoever,  as Lender may  determine  in its sole and
absolute discretion.

6.13   INCOME,  EXPENSE  AND  FINANCIAL  STATEMENTS.  Borrower  shall  keep  and
maintain at all times at Borrower's  address  stated in this  Instrument or such
other place as Lender may approve in writing,  complete  and  accurate  books of
accounts and records adequate to reflect  correctly the results of the operation
of the  Property  and  copies  of  all  written  contracts,  leases,  and  other
instruments which affect the Property. Such books, records,  contracts,  leases,
and other  instruments  shall be subject to  examination  and  inspection at any
reasonable time by Lender, and upon reasonable notice to Borrower.  Borrower, as
well as any Guarantor of this Note,  within thirty (30) days of written  request
from  Lender,  agree to supply  financial  information,  or other  documentation
relating to Borrower's  financial condition and business  operations,  including
but not limited to financial  statements,  tax returns,  insurance  policies and
reports,  lists of assets and liabilities,  and inventory schedules.  Failure to
timely  provide  any such  information  or  documentation  will be  treated as a
default under the Note resulting in Borrower  being  obligated to pay a late fee
of $30.00 a day for each day that the information or  documentation is late. All
financial  statements  shall be  certified  as true  and  correct  by the  party
submitting such.  Borrower shall furnish,  together with the foregoing financial
statements and at any other time upon Lender's request,  a rent schedule for the
Property,  certified by Borrower,  showing the name of each tenant, and for each
tenant, the space occupied,  the Lease expiration date, the Rent payable and the
Rent paid.


                                 Page 74 of 200


6.14   HOLD HARMLESS. Borrower shall defend, at Borrower's own cost and expense,
and hold Lender  harmless  from,  any proceeding or claim in any way relating to
the Property or the Loan Documents. All costs and expenses incurred by Lender in
protecting  its interest  under the  Instrument,  including  all court costs and
reasonable  attorneys'  fees and  expenses,  shall be  borne  by  Borrower.  The
provisions of this Section shall survive the payment in full of the Indebtedness
and the release of this  Instrument as to events  occurring and causes of action
arising before such payment and release.

6.15   TRADE  NAMES.  At  the  request  of  Lender,  Borrower  shall  execute  a
certificate in form  satisfactory  to Lender listing the trade names under which
Borrower  intends to operate the Property and  representing  and warranting that
Borrower does  business  under no other trade name with respect to the Property.
Borrower shall  immediately  notify Lender in writing of any change in any trade
name,  and shall,  upon  request of Lender,  execute  any  additional  financing
statements and other certificates  required to reflect the change in trade names
and shall execute and file any assumed name  certificate  required by applicable
laws.

6.16   FURTHER  ASSURANCE.  Borrower,  upon  request of Lender,  shall  execute,
acknowledge,  deliver,  and record such further  instruments and do such further
acts as may be necessary, desirable, or proper to carry out the purposes of this
Instrument or the other Loan  Documents and to subject to the liens and security
interests  created by this  Instrument  or the other Loan  Document any property
intended to be covered by this Instrument and the other Loan Documents  pursuant
to their  terms,  including  without  limitation  any  renewals,  substitutions,
replacements, improvements, or appurtenances to the Property.

6.17   RECORDING AND FILING.  Borrower shall cause this Instrument and the other
recordable  Legal Documents and all  amendments,  supplements,  extensions,  and
substitutions thereof to be recorded,  filed,  re-recorded,  and refiled in such
manner and in such places as Lender shall reasonably request. Borrower shall pay
all such recording,  filing,  re-recording,  and refiling fees,  title insurance
premiums, and other charges.

6.18   PAYMENT AND DEBTS.  Borrower shall promptly pay when due all  obligations
regarding the ownership and operations of the Property.

6.19   INSPECTION.  Lender  may  make or  cause  to be  made  entries  upon  and
inspections  of  the  Property,  upon  reasonable  notice  to  Borrower,  and at
reasonable times.


                                 Page 75 of 200


6.20   PROTECTION OF LENDER'S SECURITY.
       (a)    If  Borrower   fails  to  perform  the  covenants  and  agreements
contained in this  Instrument,  or if any action or proceeding  commenced  which
affects  the  property  or title  thereof  or the  interest  of Lender  therein,
including without limitation eminent domain,  insolvency,  code enforcement,  or
arrangements  or proceedings  involving a bankrupt or decedent,  the Lender,  at
Lender's  sole option,  may make such  appearances,  disburse such sums and take
such  action as Lender  deems  necessary,  in its sole  discretion,  to  protect
Lender's interest,  including without limitation, (i) disbursement of reasonable
attorney's  fees,  (ii)  entry  upon the  Property  to make  repair,  and  (iii)
procurement of satisfactory insurance as provided in Section 6.05.
       (b)    Any amount disbursed by Lender pursuant to this Section 6.20 shall
become an additional  indebtedness of Borrower secured by this Instrument,  with
interest  accruing  thereon.  Unless Borrower and Lender agree to other terms of
payment,  such  amounts  shall be  immediately  due and  payable  and shall bear
interest  from the date of  disbursement  at the rate  stated in the Note unless
collection  from  Borrower  of  Interest  at such  rate  would  be  contrary  to
applicable  law, in which event such amounts  shall bear interest at the highest
non-usurious  rate which may be collected  from Borrower under  applicable  law.
Borrower covenants and agrees that Lender shall be subrogated to the lien of any
mortgage or other lien  discharged,  in whole or in part,  by the  Indebtedness.
Nothing contained in this Section 6.20 shall require Lender to incur any expense
or take any action under this Instrument.

6.21   SUBORDINATE DEED OF TRUST.  Borrower shall not, without the prior written
consent of Lender, which consent may be withheld for any reason whatsoever or no
reason, as Lender may determine in its sole and absolute  discretion,  grant any
lien,  security  interest,  or other  encumbrance (a  "Subordinate  Instrument")
covering any of the Property. If Lender consents to a Subordinate  Instrument or
if the foregoing prohibition is determined by a court of competent  jurisdiction
to be  unenforceable,  any such  Subordinate  Instrument  shall contain  express
covenants to the effect that: (a) the Subordinate  Instrument is unconditionally
subordinate to this Instrument;  (b) if any action (whether judicial or pursuant
to a power of sale) shall be  instituted  to foreclose or otherwise  enforce the
Subordinate  Instrument,  no tenant of any of the leases shall be named as party
defendants  and no action shall be taken that would  terminate  any occupancy or
tenancy  without  the prior  written  consent of Lender,  which  consent  may be
withheld  for any  reason  whatsoever  as Lender may  determine  in its sole and
absolute  discretion;  (c)  rents,  if  collected  by or for the  holder  of the
Subordinate   Instrument,   shall  be  applied  first  to  the  payment  of  the
Indebtedness  then due and expenses  incurred in the ownership,  operation,  and
maintenance  of the  Property  in such order as Lender may  determine,  prior to
being applied to any indebtedness secured by the Subordinate Instrument; and (d)
written notice of default under the Subordinate Instrument and written notice of
the commencement of any action (whether judicial or pursuant to a power of sale)
to foreclose or otherwise  enforce the Subordinate  Instrument shall be given to
Lender  with  or  immediately  after  the  occurrence  of any  such  default  or
commencement.

6.22   LIENS. Borrower shall promptly discharge any lien which has, or may have,
priority over or equality with, the lien of this Instrument,  and Borrower shall
pay, when due, the claims of all persons  supplying  labor or materials to or in
connection  with the Property.  Without  Lender's prior written  consent,  which
consent may be withheld for any reason  whatsoever  or no reason,  as Lender may
determine in its sole and absolute discretion, Borrower shall not allow any lien
inferior to this Instrument to be perfected against the Property.


                                 Page 76 of 200


6.23   BUSINESS  USE.  Borrower  warrants  and  represents  to  Lender  that the
proceeds of the Note will be used solely for  business or  commercial  purposes,
and in no way  will  the  proceeds  be used or  personal,  family  or  household
purposes.

6.24   NON-HOMESTEAD.  Borrower  warrants  and  represents  to  Lender  that the
Property is not the business or  residential  homestead of Borrower or any other
person.  Borrower has no present intent to occupy the Property in the future, or
to use or claim in the future the  Property  either as business  or  residential
homestead.

                         ARTICLE VII - EVENTS OF DEFAULT

       The  occurrence  of any one of the  following  after  notice  and cure as
provided in the Note shall be an Event of Default  under this  Instrument or any
of the Loan Documents ("Event of Default"):

7.01   FAILURE TO PAY  INDEBTEDNESS.  Any of the  Indebtedness  is not paid when
due,  whether  by  acceleration  or  otherwise,   following  the  expiration  of
applicable periods of notice and cure (if any).

7.02   NONPERFORMANCE  OF COVENANTS.  Any covenant in this  Instrument or any of
the other Loan Documents is not fully and timely performed, or the occurrence of
any  default  or event of  default  under  this  Instrument  or any  other  Loan
Document.

7.03   FALSE REPRESENTATION.  Any statement,  representation or warranty in this
Instrument or any of the other Loan Documents,  any financial statement,  or any
other writing  delivered to Lender in  connection  with the  Indebtedness  which
Borrower knew or should have known to be false, misleading,  or erroneous in any
material respect.

7.04   BANKRUPTCY OR  INSOLVENCY.  Borrower:  (a) does not pay its debts as they
become  due or  admits  in  writing  its  inability  to pay its debts or makes a
general  assignment  for the benefit of  creditors;  or (b)  commences any case,
proceeding,  or other action seeking  reorganization,  arrangement,  adjustment,
liquidation,  dissolution  or composition of its debts under any law relating to
bankruptcy,  insolvency,  reorganization,  or relief or  debtors;  or (c) in any
involuntary case,  proceeding,  or other action commenced against it which seeks
to  have  an  order  for  relief  entered  against  it,  as  debtor,   or  seeks
reorganization,    arrangement,   adjustment,   liquidation,   dissolution,   or
composition of it or its debts under any law relating to bankruptcy, insolvency,
reorganization,  or relief of debtors,  (i) fails to obtain a dismissal  of such
cause, proceeding or other action within sixty (60) days of its commencement, or
(ii)  converts  the case from one  chapter  of the  Federal  Bankruptcy  Code to
another  chapter,  or  (iii)  is the  subject  of an order  for  relief;  or (d)
conceals,  removes,  or  permits to be  concealed  or  removed,  any part of its
property, with intent to hinder, delay, or defraud its creditors or any of them,
or makes or suffers a transfer of any of its  property  which may be  fraudulent


                                 Page 77 of 200


under any  bankruptcy,  fraudulent  conveyances,  or similar  law,  or makes any
transfer  of its  property  to or for the  benefit of a creditor  at a time when
other  creditors  similarly  situated have not been paid; or suffers or permits,
while insolvent,  any creditor to obtain a lien upon any of its property through
legal  proceeding  which is not  vacated  within  sixty  (60) days from the date
thereof; or (e) has a trustee,  receiver,  custodian,  or other similar official
appointed  for or take  possession  of all or any part of the Property or any of
its  property or has any court take  jurisdiction  of any other of its  property
which remains undismissed or a period of sixty (60) days (except where a shorter
period is specified in the immediately following paragraph (f)); or (f) fails to
have discharged within a period of ten (10) days any attachment,  sequestration,
or similar  writ levied upon any  property of such  person;  or (g) fails to pay
immediately any final money judgment against such person.

7.05   TRANSFER OF THE PROPERTY. Title to all or any part of the Property (other
than  obsolete or worn Personal  Property  replaced by adequate  substitutes  of
equal or greater value than the replaced  items when new) becomes  vested in any
party other than Borrower, whether by operation of law or otherwise. Lender may,
in its sole  discretion,  waive  this  Event  of  Default  but it shall  have no
obligation to do so, and any waiver may be conditioned  upon such one or more of
the following which Lender may require: (a) the grantee's integrity, reputation,
character, creditworthiness, and management ability being satisfactory to Lender
in its sole and absolute  judgment;  and (b) the grantee's  executing,  prior to
such sale or transfer,  a written assumption  agreement containing such terms as
Lender may require,  such as principal  paydown on the Note,  an increase in the
rate of  interest  payable  under  the  Note,  a  transfer  fee,  and any  other
modification  of the Note,  this  Instrument or any of the other Loan  Documents
which Lender may require.

7.06   TRANSFER  OF  OWNERSHIP  OF  BORROWER.  The  sale,  pledge,  encumbrance,
assignment  or  transfer,  voluntarily  or  involuntarily,  of any  interest  in
Borrower, except sales or transfers in interests in Borrower, provided that such
sales or  transfers,  together with any prior sales or transfers of interests in
Borrower,  do not result in more than 25% of the total  beneficial  interests in
Borrower having been sold or transferred since the date of this Instrument.

7.07   GRANT OF  EASEMENT,  ETC.  Without the prior  written  consent of Lender,
which consent may be withheld for any reason  whatsoever as Lender may determine
in its sole and absolute discretion, Borrower grants any easement or dedication,
file any plat, condominium  declaration,  or restriction,  or otherwise encumber
the Property,  unless such action is expressly  permitted by this  Instrument or
any of the other Loan Documents.

7.08   FORECLOSURE OF OTHER LIENS. The holder of any lien,  security interest or
assignment on the Property  institutes  foreclosure or other proceedings for the
enforcement of its remedies thereunder.

7.09   LIQUIDATION,  DEATH,  ETC.  The  liquidation,  termination,  dissolution,
failure  to  maintain  good  standing  in the  State of Texas,  death,  or legal
incapacity of Borrower or any Guarantor.


                                 Page 78 of 200


7.10   The levy of any  attachment,  execution or other process against maker or
any of the collateral.

                      ARTICLE VIII - DEFAULT AND REMEDIES

8.01   ACCELERATION AND WAIVER OF NOTICE.
       (a)    Subject  to the  notice  and cure  provisions,  if any,  expressly
provided  in any Loan  Document,  upon the  occurrence  of an Event of  Default,
Lender,  at  Lender's  option,  may  declare  all of the  sums  secured  by this
Instrument to be  immediately  due and payable  without  further  demand and may
invoke the power of sale and any other remedies  permitted by applicable law, or
provided herein.  Borrower acknowledges that the power of sale granted to Lender
may be  exercised  by  Lender  without  prior  judicial  hearing.  Borrower  and
Guarantor, surety, and endorser of all or any part of the indebtedness expressly
waive  all  presentations  for  payment,  notices  of  intention  to  accelerate
maturity,  notices of acceleration  of maturity,  notices of intention to demand
payment,  demands for payment,  protests,  and notices of protest.  Borrower and
Guarantor, surety and endorser acknowledge and understand that by these waivers,
they  waive any right they may have to  receive  notices  of default  under this
Instrument,  the Note or any other indebtedness set forth or described herein or
in any other Loan Document, as well as any opportunity to cure any such default.
The right to accelerate maturity of the Note or any other indebtedness set forth
or described  herein or in any other Loan Document does not include the right to
accelerate  any  interest  which has not  otherwise  accrued on the date of such
acceleration,  and the holder  hereof  does not intend to charge or receive  any
unearned or unaccrued interest in the event of acceleration.
       (b)    If any  provision of this Deed of Trust or any other Loan Document
provides for Lender to give Borrower any notice  regarding a default or imminent
default,  then if Lender shall fail to give such notice to Borrower as provided,
the sole and  exclusive  remedy of Borrower  for such  failure  shall be to seek
appropriate equitable relief to enforce the agreement to give such notice and to
have any  acceleration of the maturity of the Note and the secured  indebtedness
postponed  or revoked,  and  foreclosure  proceedings  in  connection  therewith
delayed or  terminated  pending or upon the curing of such default in the manner
and during the period of time permitted by such agreement,  if any, and Borrower
shall  have no  right  to  damages  or any  other  type  of  relief  not  herein
specifically  set out against  Lender,  all of which damages or other relief are
hereby waived by Borrower.  Nothing  herein or in any other Loan Document  shall
operate or be construed to add on or make  cumulative  any cure or grace periods
specified in any of the Loan Documents.

8.02   NOTICE  OF SALE.  Notice  of sale of all or part of the  Property  by the
Trustee shall be given by posting  written notice thereof at the courthouse door
(or other area in the courthouse as may be designated  for such public  notices)
of the  county  in which  the sale is to be  made,  and by  filing a copy of the
notice in the office of the  county  clerk of the county in which the sale is to
be made, at least  twenty-one  (21) days  preceding the date of the sale, and if
the  Property to be sold is in more than one county a notice  shall be posted at
the  courthouse  door (or other area in the  courthouse as my be designated  for
such public notices) and filed with the county clerk of each county in which the


                                 Page 79 of 200


Property to be sold is situated. In addition,  Lender shall, at least twenty-one
(21) days preceding the date of sale,  serve written notice of the proposed sale
by certified mail on Borrower and each debtor  obligated to pay the Indebtedness
secured hereby according to the records of Lender.  Service of such notice shall
be  completed  upon  deposit of the  notice,  enclosed  in a  postpaid  wrapper,
properly  addressed  to such debtor at the most  recent  address as shown by the
records of Lender,  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.  Any notice that is required or
permitted to be given to Borrower  may be  addressed  to Borrower at  Borrower's
address  as  stated  in this  Instrument.  Any  notice  that is to be  given  by
certified  mail to any other  debtor may, if no address for such other debtor is
shown by the records of Lender, be addressed to such other debtor at the address
of Borrower as is shown by the records of Lender.  Notwithstanding the foregoing
provisions  of this Section,  notice of such sale given in  accordance  with the
requirements  of the applicable laws of the State of Texas in effect at the time
of such sale shall constitute sufficient notice of such sale.

8.03   TRUSTEE'S  SALE.  Lender may require the Trustee to sell all, or part, of
the Property at public  auction to the highest  bidder,  for cash, at the county
courthouse  of the county in Texas in which the  Property or any part thereof is
situated,  or if the  Property is located in more than one county,  such sale or
sales may be made at the  courthouse  in any  county in which  the  Property  is
situated.  All sales shall take place at such area of the courthouse as shall be
properly  designated from time to time by the commissioners court (or, if not so
designated by the  commissioners  court, at such other area in the courthouse as
my be provided in the notice of sale  hereinafter  described)  of the  specified
county,  between the hours of 10:00  o'clock a.m.  and 4:00  o'clock  p.m.  (the
commencement  of such  sale to  occur  within  three  hours  following  the time
designated in the above  described  notice of sale as the earliest time at which
such sale shall occur,  if required by  applicable  law) on the first Tuesday of
any  month,  after  giving  notice  of the  time,  place  and terms of said sale
(including the earliest time at which such sale shall occur) and of the Property
to be sold in the  manner  hereinafter  described.  Trustee  may sell all or any
portion of the  Property,  together  or in lots or  parcels.  In no event  shall
Trustee be required  to exhibit,  present or display at any such sale any of the
Personal  Property  described herein to be sold at such sale. Lender may bid and
become the  purchaser  of all or any part of the  Property at any  trustee's  or
foreclosure  sale  hereunder,  and the amount of Lender's  successful bid may be
credited on the Indebtedness.

8.04   PARTIAL SALES. The sale by Trustee of less than the whole of the Property
shall not exhaust the power of sale herein  granted and Trustee is  specifically
empowered  to name  successive  sales  under such  power  until the whole of the
Property  shall be sold, and if the proceeds of such sale of less that the whole
of the Property  shall be less than the  aggregate of the  Indebtedness  and the
expenses thereof, this Instrument and the lien, security interest and assignment
hereof  shall  remain in full force and  effect as to the unsold  portion of the
Property as though no sale had been made; provided, however, that Borrower shall
not have any right to require  the sale of less than the whole of the  Property,
but Lender shall have the right,  at its sole  election,  to request  Trustee to


                                 Page 80 of 200


sell less than the whole of the Property.  If there is default on the payment of
any  installment  on the Note or any  portion  of the  Indebtedness,  and Lender
elects not to accelerate the unpaid balance of the Note or Indebtedness,  Lender
shall have the option to proceed with foreclosure in satisfaction of such unpaid
installment or other amount either through judicial  proceedings or by directing
Trustee to proceed as if under a full foreclosure, conducting the sale as herein
provided without  declaring the entire  Indebtedness due, it is agreed that such
sale,  if so made,  shall not in any  manner  affect the  unmatured  part of the
Indebtedness, but as to such unmatured part this Instrument shall remain in full
force and  effect as though no sale had been made under the  provisions  of this
Section.  Several sales may be made  hereunder  without  exhausting the right of
sale for any unmatured part of the Indebtedness.

8.05   FORECLOSURE  OF  ALL  PROPERTY.  The  Land,  Improvements,  and  Personal
Property may be sold in one or more public sales pursuant to Texas Property Code
ss.51.002  and Texas UCC  ss.9.504(d).  Borrower  shall  assemble  the  Personal
Property and make it available to Lender upon Lender's written request. Borrower
and all persons  obligated to pay the Indebtedness  agree that notice of sale of
the  Property  provided  pursuant  to Section  8.02 above and  pursuant to Texas
Property Code ss.51.002 is and shall constitute  commercially  reasonable notice
of the sale of the  Property or any part of the  Property.  Lender shall also be
entitled to foreclose its security  interests  against the Personal  Property in
accordance with any other rights and remedies Lender may have as a secured party
under, the Texas UCC.

8.06   TRUSTEE'S  DEED.  Trustee shall deliver to the purchaser a Trustee's deed
and such other  assignments  and  documents  of transfer and sale as Trustee may
deem  necessary  conveying the Property so sold in fee simple with  covenants of
general  warranty.  Borrower  covenants  and  agrees  to  defend  generally  the
purchaser's  title to the Property  against all claims and demands.  At any such
sale: (a) Borrower hereby agrees, in its behalf of Borrower's heirs,  executors,
administrators,  successors,  personal representatives and assigns, that any and
all recitals made in any deed of conveyance given by Trustee with respect to the
Identity of Lender, the occurrence or existence of any default, the acceleration
of the maturity of any of the  Indebtedness,  the request to sell, the notice of
sale, the giving of notice to all debtors legally  entitled  thereto,  the time,
place,  terms and manner of sale, and receipt,  distribution  and application of
the money realized therefrom,  or the due and proper appointment of a Substitute
Trustee,  and without being  limited by the foregoing  with respect to any other
act or thing having been duly done by Lender or by Trustee  hereunder,  shall be
taken  by all  courts  of law and  equity  as  prima  facie  evidence  that  the
statements  or recitals  state facts and are without  further  question to be so
accepted,  and Borrower  hereby  ratifies and confirms every act that Trustee or
any  Substitute  Trustee  hereunder  may  lawfully do in the  premises by virtue
hereof,  and (b) the purchaser may disaffirm any easement  granted,  subdivision
plat  filed,  or  rental,  lease  or other  contract  made in  violation  of any
provision of this Instrument,  and may take immediate possession of the Property
free from, and despite the terms of, such grant of easement,  subdivision  plat,
or rental, lease or other contract.


                                 Page 81 of 200


8.07   PROCEEDS OF SALE.  Trustee  shall  apply the  proceeds of the sale in the
following order: (a) to all reasonable costs and expenses of the sale, including
but not limited to,  reasonable  Trustee's fees and attorney's fees and costs of
title  evidence;  (b) to all sums  secured by this  Instrument  in such order as
Lender, in Lender's sole and absolute  discretion may determine,  and (c) to the
successors, if any, to the person or persons legally entitled thereto.

8.08   POSSESSION  AFTER SALE. If the Property is sold pursuant to Section 8.03,
Borrower or any person holding possession of the Property through Borrower shall
immediately  surrender  possession of the Property to the purchaser at such sale
upon the purchaser's  written demand.  If possession is not surrendered upon the
purchaser's  written  demand,  Borrower  or such  person  shall be a  tenant  at
sufferance  and may removed by writ of  possession  or by an action for forcible
entry and detainer.

8.09   COSTS AND  EXPENSES.  Lender shall be entitled to collect all  reasonable
costs and expenses incurred in pursuing such remedies, including but not limited
to,  attorney's  fees and costs of documentary  evidence,  abstracts,  and title
reports.

8.10   SUBSTITUTE  TRUSTEE.  Lender, at Lender's option,  with or without cause,
may from time to time remove  Trustee  and  appoint a  successor  trustee to any
Trustee  appointed  hereunder by an  instrument  recorded in the county in which
this Instrument is recorded.  Without conveyance of the Property,  the successor
trustee shall succeed to all title, power, and duties conferred upon the Trustee
by this Instrument and by applicable law.

8.11   REMEDIES CUMULATIVE.  Each remedy provided in this Instrument is distinct
and cumulative to all other rights or remedies under this Instrument or afforded
by  law  or  equity,  and  may  be  exercised  concurrently,  independently,  or
successively, in any order whatsoever.

8.12   FORBEARANCE  BY  LENDER  NOT  A  WAIVER.Any   forbearance  by  Lender  in
exercising any right or remedy  hereunder,  or otherwise  afforded by applicable
law,  shall not be a waiver of or preclude  the exercise of any right or remedy.
The acceptance by Lender of payment of any sum secured by this Instrument  after
the due date of such payment shall not have a waiver of Lender's right to either
require  prompt  payment  when due of all other  sums so secured or to declare a
default for failure to make prompt payment. The procurement of Insurance, of the
payment of taxes or other  liens or  charges by Lender  shall not be a waiver of
Lender's  right to  accelerate  the  maturity  of the  Indebtedness,  nor  shall
Lender's receipts of any awards,  proceeds or damages under Section 6.05 or 6.08
operate to cure or to waive  Borrower's  default  in payment of sums  secured by
this Instrument.

8.13   WAIVER  OF  MARSHALLING.  Notwithstanding  the  existence  of  any  other
security interests in the Property held by Lender or by any other party,  Lender
shall have the right to determine  the order in which any or all portions of the
Indebtedness  are satisfied from the proceeds  realized upon the exercise of the
remedies provided in this Article VIII. Borrower, any party who consents to this
Instrument,  and any party who now or hereafter  acquires a security Interest in
the Property and who has actual or  constructive  notice of this  Instrument and
Lender's  rights and interests under this  Instrument,  hereby waive any and all
right to require the marshalling of assets in connection with exercise of any of
the remedies permitted by applicable law or provided by this Instrument.


                                 Page 82 of 200


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

                        ARTICLE IX - HAZARDOUS MATERIALS

9.01   HAZARDOUS  MATERIALS.  For the  purposes  of this  Instrument,  Borrower,
Lender and  Trustee  agree  that,  unless the  context  otherwise  specifies  or
requires,  the following terms shall have the following meanings: (a) "Hazardous
Materials"  shall mean (i) any  "hazardous  waste" as  defined  by the  Resource
Conservation  and  Recovery  Act of 1976 (42 U.S.C.  Section  6901 et seq.),  as
amended from time to time,  and  regulations  promulgated  thereunder;  (ii) any
"hazardous  substance" as defined by the Comprehensive  Environmental  Response,
Compensation  and  Liability  Act of 1980  (42  U.S.C.  Section  9601  et  seq.)
("CERCLA") as amended from time to time, and regulations promulgated thereunder;
(iii) asbestos; (iv) polychlorinated  biphenyls;  (v) underground storage tanks,
whether empty, filled or partially filled with any substance; (vi) any substance
the  presence  of  which  on  the  Property  is  prohibited  by  any  applicable
governmental  requirements and regulations  ("Governmental  Requirements");  and
(vii)  any  other  substance  which by any  Governmental  Requirements  requires
special  handling or notification of any federal,  state, or local  governmental
entity in its  collection,  storage,  treatment,  or  disposal;  (b)  "Hazardous
Materials   Contamination"  shall  mean  the  contamination  (whether  presently
existing  or  hereafter  occurring)  of  any  improvements,   facilities,  soil,
groundwater,  air,  or other  elements  on any  other  property  as a result  of
Hazardous  Materials  at any  time  (whether  before  after  the  date  of  this
Instrument) emanating from the Property.


                                 Page 83 of 200


9.02   REPRESENTATIONS  AND WARRANTIES.  Borrower  represents and warrants as of
the date of execution hereof and continuing until this Instrument is released as
follows:  (a) no Hazardous Materials are now located on the Property and neither
Borrower  nor any other  person  has ever  caused  or  permitted  any  Hazardous
Materials  to be placed,  held,  located,  or  disposed  of on,  under or at the
Property or any part thereof;  (b) no part of the Property is being used or, has
been used at any previous time for the disposal, storage, treatment, processing,
or other  handling  of  Hazardous  Materials,  nor is any  part of the  Property
affected by any Hazardous Materials Contamination; (c) no property adjoining the
Property  is being used,  or has ever been used at any  previous  time,  for the
disposal,  storage,  treatment,   processing  or  other  handling  of  Hazardous
Materials,  nor is  any  other  property  adjoining  the  Property  affected  by
Hazardous  Materials  Contamination;  and (d) no  investigation,  administrative
order,  consent order and  agreement,  litigation or settlement  with respect to
Hazardous  Materials  Contamination is proposed,  threatened,  anticipated or in
existence with respect to the Property.  The Property is not currently on, after
diligent  investigation and inquiry,  and has never been on any federal or state
"Superfund" list.

9.03   BORROWER'S  COVENANTS.  Borrower  agrees to: (a) give  written  notice to
Lender  immediately upon Borrower's  acquiring  knowledge of the presence of any
Hazardous Materials on the Property or of any Hazardous Materials  Contamination
with a full description  thereof,  other than as disclosed in the  Environmental
Reports;  (b) promptly comply with any Governmental  Requirements  requiring the
removal,  treatment  or  disposal  of  such  Hazardous  Materials  or  Hazardous
Materials  Contamination and provide Lender with  satisfactory  evidence of such
compliance;  and provide  Lender,  within ten (10) days after  demand by Lender,
with a bond,  letter of credit or  similar  financial  assurance  evidencing  to
Lender's  satisfaction that the necessary funds are available to pay the cost of
removing,  treating  and  disposing  of such  Hazardous  Materials  or Hazardous
Materials Contamination and discharging any assessments which may be established
on the Property as result thereof.

9.04   SITE  ASSESSMENTS.   Upon  reasonable  information  indicating  that  the
Property is affected by Hazardous Substances,  and upon reasonable notice during
regular  business  hours,  Lender,  by or through its  officers,  employees  and
agents,  may  contract for the  services of a person (the "Site  Reviewers")  to
perform  environmental site assessments ("Site Assessments") on the Property for
the  purpose  of   determining   whether   there  exists  on  the  Property  any
environmental  condition  which  could  reasonably  be expected to result in any
liability,  cost, or expense to the owner, occupier or operator of such Property
arising under any state,  federal or local law,  rule or regulation  relating to
Hazardous  Materials.  The Site  Assessment  may be performed at any time,  upon
reasonable notice, and under reasonable conditions established by Borrower which
do not impede the  performance of the Site  Assessments.  The Site Reviewers are
authorized to enter upon the Property for such purposes.  The Site Reviewers are
further  authorized  to  perform  both above and below the  ground  testing  for
environmental  damage or the presence of Hazardous Materials on the Property and
such  other  tests on the  Property  as may be  necessary  to  conduct  the Site
Assessments  in the  reasonable  opinion of the Site  Reviewers.  Borrower  will
supply  to the  Site  Reviewers  such  historical  and  operational  information
regarding the Property as may be reasonably  requested by the Site  Reviewers to
facilitate  the Site  Assessments  and will make available for meetings with the
Site  Reviewers  appropriate  personnel  having  knowledge of such  matters.  On
request,  Lender shall make the results of such Site Assessments fully available
to Borrower,  which may, at Borrower's  election,  participate  under reasonable
procedures  in the direction of such Site  Assessments  and the  description  of
tasks of the Site reviews. The cost of performing such Site Assessments shall be
reasonable  and shall be paid by  Borrower  upon  demand of Lender  and any such
obligations shall be part of the Indebtedness secured by this Instrument.


                                 Page 84 of 200


9.05   INDEMNIFICATION.  Borrower  shall  defend,  indemnify,  and hold harmless
Lender and Trustee from any and all liabilities  (including  strict  liability),
actions,  demands,  penalties,  losses,  costs, or expenses  (including  without
limitation  attorney's fees and expenses,  and remedial costs),  suits, costs of
any settlement or judgment and claims of any and every kind whatsoever which may
now or in the future (whether before or after the release of this Instrument) be
paid,  incurred  or suffered  by or  asserted  against  Lender or Trustee by any
person or entity or  governmental  agency for with respect to, or as a direct or
indirect  result of, the  presence or under,  or the escape,  seepage,  leakage,
spillage,  discharge,  emission or release  from the  Property of any  Hazardous
Materials or any  Hazardous  Materials  Contamination  or arise out of or result
from the  environmental  condition of the Property or the  applicability  of any
Governmental  Requirements  relating to Hazardous  Materials  (including without
limitation of CERCLA or any federal,  state, or local  so-called  "Superfund" or
"Superlien" laws, statute,  law,  ordinance,  code, rule,  regulation,  order or
decree),  regardless  of  whether  or not  caused by or within  the  control  of
Borrower,  Lender or Trustee. The representations,  covenants,  warranties,  and
indemnifications  contained in this Article IX shall survive the release of this
Instrument.

9.06   RIGHTS OF LENDER.  Lender shall have the right,  but not the  obligation,
without  in any way  limiting  Lender's  other  rights and  remedies  under this
Instrument, to enter onto the Property or to take such other actions as it deems
necessary or advisable to clean up, remove,  resolve, or minimize the impact of,
or  otherwise  deal  with,  any  Hazardous   Materials  or  Hazardous  Materials
Contamination on the Property that could result in an order, suit, imposition of
a lien on the Property,  or other action and/or which, in Lender's sole opinion,
could jeopardize  Lender's security under this Instrument.  All reasonable costs
and expenses paid or incurred by Lender in the exercise of any such rights shall
be Indebtedness secured by this Instrument and shall be payable by Borrower upon
demand.

                      ARTICLE X - MISCELLANEOUS PROVISIONS

10.01  RELEASE.  Upon payment of all sums under the Note, the performance of all
obligations  secured by this Instrument,  and performance of all covenants under
the Loan  Documents,  Lender will release  this  Instrument.  Grantor  shall pay
Lender's costs incurred in releasing this Instrument.

10.02  PARTIAL  RELEASE.  Lender  will  release  the lien  created  hereby as it
relates to the Property  described  herein upon  Borrower's  compliance with the
following:  (i) delivery to Lender of written notice from Borrower of Borrower's
desire to release the Property;  (ii) payment of $7,060,000.00 to Lender;  (iii)
payment of Lender's  reasonable  legal fees and costs  incurred in releasing the
lien created hereby.


                                 Page 85 of 200


10.03  BORROWER  AND LIEN  NOT  RELEASED.  From  time to time,  Lender  may,  at
Lender's option,  without giving notice to or obtaining the consent of Borrower,
Borrower's successors or assigns or any junior lienholder or Guarantor,  without
liability on Lender's  part and  notwithstanding  the  existence of any Event of
Default,  extend the time for payment of the  Indebtedness  or any part thereof,
reduce the payments  thereon,  release anyone liable on any of the Indebtedness,
accept a renewal note or notes  therefore,  modify the terms and time of payment
of the  Indebtedness,  release from the liens of this Instrument any part of the
Property, take or release other or additional security, reconvey any part of the
Property,  consent to the  granting of any  easement,  join in any  extension or
subordination  agreement,  and agree in writing with Borrower to modify the rate
of  interest or period of  amortization  of the Note or change the amount of the
installments  payable  thereunder.  Any actions taken by Lender  pursuant to the
terms of this  Section  10.03  shall not affect the  obligation  of  Borrower or
Borrower's  successors or assigns to pay the sums secured by this Instrument and
to observe the  covenants  of Borrower  contained  herein,  shall not affect the
guaranty of any person, corporation, partnership, or other entity for payment of
the Indebtedness or any part thereof,  and shall not affect the lien or priority
of liens  of this  Instrument  on the  Property.  Borrower  shall  pay  Lender a
reasonable  charge,  together with such title insurance  premiums and reasonable
attorney's  fees as may be incurred at Lender's  option,  for any such action if
taken at Borrower's request.

10.04  NOTICE.  Except for any notice required under  applicable law to be given
in another manner,  any notice to Borrower provided for in this Instrument or in
the Note shall be given by mailing such notice by United  States  mail,  postage
prepaid,  certified  mail,  return  receipt  requested,  or by Federal  Express,
addressed  to  Borrower's  address  stated in this  Instrument  or at such other
address as Borrower  may  designate  by notice  addressed  to Lender at Lender's
address  stated in this  Instrument  or to such  other  address  as  Lender  may
designate by notice to Borrower as provided  herein.  Any notice provided for in
this Instrument or in the Note shall be deemed to have been given to Borrower or
Lender when given in the manner designated  herein,  but actual notice,  however
given or received, shall always be effective.

10.05  SUCCESSORS  AND  ASSIGNS  BOUND.  The  covenants  and  agreements  herein
contained  shall bind, and the rights  hereunder  shall inure to, the respective
successors  and assigns of Lender and  Borrower,  subject to the  provisions  of
Section 7.05 and 7.06.

10.06  JOINT AND SEVERAL  LIABILITY.  All covenants  and  agreements of Borrower
shall be joint and several.

10.07  AGENTS.  In exercising any right hereunder or taking any actions provided
for  herein,  Lender  may act  through  its  employees,  agents  or  independent
contractors as authorized by Lender.

10.08  GOVERNING  LAW.  THIS  DEED OF  TRUST,  WHICH,  TOGETHER  WITH  THE  LOAN
DOCUMENTS,  SETS FORTH THE ENTIRE UNDERSTANDING OF BORROWER AND BENEFICIARY WITH
RESPECT TO THE SUBJECT MATTER HEREOF, AND SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE  WITH THE LAWS (WITHOUT  GIVING EFFECT TO THE CONFLICT OF
LAW PRINCIPLES THEREOF) OF THE STATE OF NEVADA, EXCEPT THAT TO THE EXTENT OF THE
TRANSFER OR CREATION OF AN INTEREST IN THE PROPERTY, THE METHOD FOR FORECLOSURE,
THE NATURE OF THE  INTEREST IN THE  PROPERTY  RESULTING  FROM  FORECLOSURE,  THE
MANNER AND EFFECT OF RECORDING OR FAILING TO RECORD THIS DEED OF TRUST,  AND ANY
ACTION OR  PROCEEDING  AGAINST  THE  PROPERTY,  INCLUDING,  BUT NOT  LIMITED TO,


                                 Page 86 of 200


FORECLOSURE  PROCEEDINGS AND ATTACHMENT OF RENTALS,  THE SUBSTANTIVE LAWS OF THE
STATE OF TEXAS SHALL GOVERN AND CONTROL THE  CONSTRUCTION AND ENFORCEMENT OF THE
LOAN DOCUMENTS. IT IS THE EXPRESS INTENTION OF BORROWER AND BENEFICIARY THAT, TO
THE EXTENT  THE TERMS OF THIS DEED OF TRUST OR ANY OF THE OTHER  LOAN  DOCUMENTS
ENTITLE  BENEFICIARY  OR ANY OTHER  HOLDER OF ANY  PORTION  OF THE  INDEBTEDNESS
EVIDENCED BY THE NOTE TO PROCEED  DIRECTLY  AGAINST THE PROPERTY IN THE STATE OF
TEXAS,  BENEFICIARY  SHALL BE ENTITLED TO PROCEED AGAINST THE SAME IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO WHETHER OR NOT BENEFICIARY
OR SUCH OTHER HOLDER  THERETOFORE  SHALL HAVE  COMPLIED  WITH ANY  PROCEDURAL OR
SUBSTANTIVE PREREQUISITES OR REQUIREMENTS FOR FORECLOSURE AS SET FORTH UNDER THE
LAWS OF ANY OTHER STATE,  INCLUDING,  WITHOUT  LIMITATION,  ANY LAWS RELATING TO
DEFICIENCY JUDGMENTS,  RIGHTS OF REDEMPTION, OR ANY SO-CALLED "ONE-ACTION RULES"
OR "SECURITY FIRST" PRINCIPLES.

ANY LEGAL  ACTION OR  PROCEEDING  WITH RESPECT TO THE NOTE MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEVADA OR, IF THE REQUISITES OF JURISDICTION  OBTAIN,  OF
THE UNITED STATES OF AMERICA  SITTING IN CLARK COUNTY,  STATE OF NEVADA  (EXCEPT
FOR  FORECLOSURE  PROCEEDINGS AND OTHER  PROCEEDINGS  AGAINST THE PROPERTY WHICH
PROCEEDINGS   SHALL  BE  GOVERNED  BY  TEXAS  LAW;   PROVIDED   THAT  UNDER  ALL
CIRCUMSTANCES  ANY ISSUE OR ISSUES  RELATING  TO THE AMOUNT OR RATE OF  INTEREST
THAT MAY BE  LAWFULLY  CONTRACTED  FOR,  CHARGED,  TAKEN,  RESERVED  OR RECEIVED
HEREUNDER  OR UNDER ANY OF THE OTHER LOAN  DOCUMENTS  SHALL BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEVADA).  UPON  EXECUTION
AND DELIVERY HEREOF, BORROWER ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. NOTHING
HEREIN,  HOWEVER,  SHALL  AFFECT  THE RIGHT OF  BENEFICIARY  TO  COMMENCE  LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION.

10.09  SEVERABILITY.  In the event that any provisions of this Instrument or the
Note  conflict  with  applicable  law,  such  conflict  shall not  affect  other
provisions of this  Instrument or the Note which can be given effect without the
conflicting  provisions,  and to this end the provisions of this  Instrument and
the Note are declared to be severable.


                                 Page 87 of 200


10.10  [RESERVED].

10.11  PARTIAL  INVALIDITY.  In the event any portion of the sums intended to be
secured by this  Instrument  cannot be  lawfully  secured  hereby,  payments  in
reduction  of such sums shall be applied  first to those  portions  not  secured
hereby.

10.12  CAPTIONS.  The captions and headings of the Articles and Sections of this
Instrument  are for  convenience  only  and are not to be used to  interpret  or
define the terms and provisions of this Instrument.

10.13  NO  PARTNERSHIP,  ETC. The  relationship  between  Lender and Borrower is
solely that of Lender and  Borrower.  Lender has no fiduciary  or other  special
relationship with Borrower.  Nothing contained in the Loan Documents is intended
to create any  partnership,  joint venture or association  between  Borrower and
Lender or in any way make Lender a co-principal  with Borrower with reference to
the  Property.  Any  inferences  to the  contrary  of the  foregoing  are hereby
expressly negated.

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

10.15  TIME OF ESSENCE.  Time shall be of the essence in this Deed of Trust with
respect to all of Borrower's obligations hereunder.

                       ARTICLE XI - ADDITIONAL PROVISIONS

11.01  FLOOD PLAIN.  Borrower  represents and warrants that none of the Land, or
any part thereof, is situated within a floodplain,  floodway,  flood prone area,
special flood hazard area or the like, as so designated by the applicable  Flood
Insurance Study or Flood Insurance Rate Map or other such similar study,  map or
plat issued or controlled by the Federal Emergency Management Agency, and/or any
other federal agency  appointed to regulate such matters under the Federal Flood
Disaster  Protection  Act, as amended,  or the Federal Flood  Insurance  Act, as
amended.  Borrower indemnifies and holds Lender harmless, from any claims and/or
costs caused by the Land being located within a flood prone area.


                                 Page 88 of 200


11.02  OTHER LOAN DOCUMENTS. All agreements,  security agreements and other loan
documents  which are mentioned in or executed in accordance  with the Note, this
Instrument  are  incorporated  herein  for all  purposes  as if fully  set forth
herein.  Any default of any term or condition in any of the Loan Documents shall
be and is a default under the terms of this Deed of Trust.

11.03  NO  OBLIGATION  TO REFINANCE.  Borrower  understands  and agrees that the
Indebtedness  represented  by the Note secured hereby is due and payable in full
on the maturity date specified in the Note, and Borrower understands that Lender
shall not be obligated or required to refinance the accrue and unpaid balance of
the Note,  and Lender shall be under no  obligation  to extend the maturity date
past the specified date in the Note. No extension of said maturity date shall be
of any force or effect unless set forth in a written  modification  or extension
agreement  signed by Lender and Borrower,  and in no event shall the granting of
one or more extension or  modification  of the Loan by Lender be construed as an
(i) agreement for, (ii)  requirement for, or (iii) waiver of any right to refuse
any future  modification  or extension of the  indebtedness  represented by said
Note thereafter by Lender.

                                     NOTICE

              THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,
OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO ORAL  AGREEMENTS
BETWEEN THE PARTIES.


                        [SIGNATURE FOLLOWS ON NEXT PAGE]






                                 Page 89 of 200


         Grantor:
         --------


Wedgwood Partners, Ltd., Limited Partnership, a
Nevada limited partnership

         By:      GBR, LLC, a
                  Nevada limited liability company, general partner

                  By:      Greenbriar Acquisition Corporation, a
                           Nevada corporation, manager




                           By:      /s/ Gene S. Bertcher
                                    --------------------

                           Name:    Gene S. Bertcher
                                    ----------------

                           Title:   Executive Vice President
                                    ------------------------

                                 ACKNOWLEDGMENT
                                 --------------


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

       "Before  me, the  undersigned  notary  public,  on this 12th day of July,
2001,  personally  appeared  Gene  S.  Bertcher,  Executive  Vice  President  of
Greenbriar Acquisition Corporation, a Nevada corporation, manager of GBR, LLC, a
Nevada limited  liability  company,  the general  partner of Wedgwood  Partners,
Ltd., Limited Partnership,  a Nevada limited partnership,  known to me to be the
person whose name is subscribed to the foregoing  instrument and acknowledged to
me that he/she  executed  the same for the purposes  and  consideration  therein
expressed, and in the capacity stated therein."


                                            /s/ Polly Kendall
                                            ------------------------------------
                                            Notary Public - State of Texas

AFTER RECORDING, RETURN TO :
- ----------------------------
The Brown Law Firm, L.L.P.
Attention:   Charles S. Brown
8235 Douglas Avenue, Suite 1220
Dallas, Texas 75225




                                 Page 90 of 200