INTERVOICE INC
DEED OF TRUST
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>d15949exv10w3.txt
<DESCRIPTION>DEED OF TRUST
<TEXT>
<PAGE>
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Winstead Sechrest & Minick P.C.
William R. Weinberg, Esq.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas  75270

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

THE PARTIES TO THIS DEED OF TRUST WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING ("Deed of Trust"), made as of June 3, 2004
(the "Effective Date"), are INTERVOICE, INC., a Texas corporation ("Grantor"),
whose address is 17811 Waterview Parkway, Dallas, Texas 75252, WILLIAM R.
WEINBERG, ESQ., whose address is 5400 Renaissance Tower, 1201 Elm Street,
Dallas, Texas 75270 ("Trustee"), and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Beneficiary"), whose address is North Dallas RCBD, 4975 Preston Park
Boulevard, Suite 280, Plano, Texas 75093.

                           ARTICLE 1. GRANT IN TRUST

1.1   GRANT. For the purposes of and upon the terms and conditions in this Deed
      of Trust and to secure the full and timely payment, performance and
      discharge of the Secured Obligations (as herein defined), Grantor
      irrevocably GRANTS, CONVEYS, ASSIGNS, BARGAINS and SELLS and has by these
      presents GRANTED, CONVEYED, ASSIGNED, BARGAINED and SOLD, to Trustee, in
      trust for the benefit of Beneficiary, with power of sale and right of
      entry and possession, all of that real property located in the City of
      Dallas, County of Collin, State of Texas, described on Exhibit A attached
      hereto, together with all right, title interest, and privileges of Grantor
      in and to all streets, ways, roads and alleys used in connection with or
      pertaining to such real property or the improvements thereon, all
      development rights or credits, air rights, water, water rights and water
      stock related to the real property, all timber, and all minerals, oil and
      gas, and other hydrocarbon substances in, on or under the real property,
      and all licenses, appurtenances, reversions, remainders, easements, rights
      and rights of way appurtenant or related thereto; all buildings, other
      improvements and fixtures now or hereafter located on the real property,
      including, but not limited to, all heating and air conditioning equipment
      and other equipment included in building systems or necessary for the
      operation or occupancy of the real property, it being intended by the
      parties that all such items shall be conclusively considered to be a part
      of the real property, whether or not attached or affixed to the real
      property (the "Improvements"); all interest or estate which Grantor may
      hereafter acquire in the property described above, and all additions and
      accretions thereto, and the proceeds of any of the foregoing; (all of the
      foregoing being collectively referred to as the "Subject Property"); the
      listing of specific rights or property shall not be interpreted as a limit
      of general terms; TO HAVE AND TO HOLD the Subject Property unto Trustee,
      forever, and Grantor does hereby bind itself, its successors and assigns,
      to WARRANT AND FOREVER DEFEND the title to the Subject Property unto
      Trustee against every person whomsoever lawfully claiming or to claim the
      same or any part thereof; provided, however, that if Grantor shall pay (or
      cause to be paid) and shall perform and discharge (or cause to be
      performed and discharged) the Secured Obligations on or before the date
      same are to be paid, performed and discharged, then the liens, security
      interests, estates, rights and titles granted by this Deed of Trust shall
      terminate in accordance with the provisions hereof, otherwise same shall
      remain in full force and effect. A certificate or other written statement
      executed on behalf of Trustee or Beneficiary confirming that the Secured
      Obligations have not been fully and finally paid, performed or discharged
      shall be sufficient evidence thereof for the purpose of reliance by third
      parties on such fact.


DEED OF TRUST - Page 1
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                         ARTICLE 2. OBLIGATIONS SECURED

2.1   OBLIGATIONS SECURED. Grantor makes this Deed of Trust for the purpose of
      securing the following obligations ("Secured Obligations"):

      (a)   Payment to Beneficiary of all sums at any time owing under: (i) that
            certain Revolving Line of Credit Note, dated January 26, 2004, in
            the stated principal amount of Five Million Five Hundred Thousand
            and No/100 Dollars ($5,500,000.00) executed by Grantor (the
            "Revolving Credit Note"), and (ii) that certain Term Note of even
            date herewith in the stated principal amount of Eight Million and
            No/100 Dollars ($8,000,000.00) executed by Grantor (the "Term
            Note"); and

      (b)   Payment and performance of all covenants and obligations of Grantor
            under this Deed of Trust; and

      (c)   Payment and performance of all covenants and obligations of Grantor
            under that certain Amended and Restated Credit Agreement of even
            date herewith by and between Grantor and Beneficiary, as lender (the
            "Loan Agreement"); and

      (d)   Payment and performance of all covenants and obligations of Grantor
            pursuant to any other documents executed in connection with the
            loans evidenced, governed or secured by the Revolving Credit Note
            and the Term Note (collectively, the "Note") or the Loan Agreement
            (collectively, the "Loan Documents"), and

      (e)   Payment and performance of all future advances and other obligations
            that Grantor may agree to pay and/or perform (whether as principal,
            surety or guarantor) for the benefit of Beneficiary, when such
            future advance or obligation is evidenced by a writing signed by
            Grantor which recites that it is secured by this Deed of Trust; and

      (f)   All modifications, extensions and renewals of any of the obligations
            secured hereby, however evidenced, including, without limitation:
            (i) modifications of the required principal payment dates or
            interest payment dates or both, as the case may be, deferring or
            accelerating payment dates wholly or partly; or (ii) modifications,
            extensions or renewals at a different rate of interest whether or
            not in the case of a note, the modification, extension or renewal is
            evidenced by a new or additional promissory note or notes.

2.2   OBLIGATIONS. The term "obligations" is used herein in its broadest and
      most comprehensive sense and shall be deemed to include, without
      limitation, all interest and charges, prepayment charges (if any), late
      charges and loan fees at any time accruing or assessed on any of the
      Secured Obligations.

2.3   INCORPORATION. All terms of the Secured Obligations and the documents
      evidencing such obligations are incorporated herein by this reference. All
      persons who may have or acquire an interest in the Subject Property shall
      be deemed to have notice of the terms of the Secured Obligations and to
      have notice, if provided therein, that: (a) the Note or the Loan Agreement
      may permit borrowing, repayment and re-borrowing so that repayments shall
      not reduce the amounts of the Secured Obligations; and (b) the rate of
      interest on one or more Secured Obligations may vary from time to time.

                   ARTICLE 3. ASSIGNMENT OF LEASES AND RENTS

3.1   ASSIGNMENT. Grantor hereby irrevocably assigns to Beneficiary all of
      Grantor's right, title and interest in, to and under: (a) all leases of
      the Subject Property or any portion thereof, and all other agreements of
      any kind relating to the use or occupancy of the Subject Property or any
      portion thereof, whether now existing or entered into after the date
      hereof ("Leases"); and (b) the rents, revenue, income, issues, deposits
      and profits of the Subject Property, including, without limitation, all
      amounts payable and all rights and benefits accruing to Grantor under the
      Leases ("Payments"). The term "Leases" shall also include all guarantees
      of and security for


DEED OF TRUST - Page 2
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      the lessees' performance thereunder, and all amendments, extensions,
      renewals or modifications thereto which are permitted hereunder. This is a
      present and absolute assignment, not an assignment for security purposes
      only, and Beneficiary's right to the Leases and Payments is not contingent
      upon, and may be exercised without possession of, the Subject Property.

3.2   GRANT OF LICENSE. Beneficiary confers upon Grantor a license ("License")
      to collect and retain the Payments as they become due and payable.
      However, at any time when an Event of Default (hereinafter defined) has
      occurred and is continuing, the License shall be automatically revoked and
      Beneficiary may collect and apply the Payments pursuant to Section 6.4
      without notice and without taking possession of the Subject Property.
      Grantor hereby irrevocably authorizes and directs the lessees under the
      Leases to rely upon and comply with any notice or demand by Beneficiary
      for the payment to Beneficiary of any rental or other sums which may at
      any time become due under the Leases, or for the performance of any of the
      lessees' undertakings under the Leases, and the lessees shall have no
      right or duty to inquire as to whether any Event of Default has actually
      occurred or is then existing. Grantor hereby relieves the lessees from any
      liability to Grantor by reason of relying upon and complying with any such
      notice or demand by Beneficiary.

3.3   EFFECT OF ASSIGNMENT. The foregoing irrevocable assignment shall not cause
      Beneficiary to be: (a) a mortgagee in possession; (b) responsible or
      liable for the control, care, management or repair of the Subject Property
      or for performing any of the terms, agreements, undertakings, obligations,
      representations, warranties, covenants and conditions of the Leases; or
      (c) responsible or liable for any waste committed on the Subject Property
      by the lessees under any of the Leases or any other parties; for any
      dangerous or defective condition of the Subject Property; or for any
      negligence in the management, upkeep, repair or control of the Subject
      Property resulting in loss or injury or death to any lessee, licensee,
      employee, invitee or other person. Beneficiary and Trustee shall not
      directly or indirectly be liable to Grantor or any other person as a
      consequence of: (i) the exercise or failure to exercise by Beneficiary or
      Trustee, or any of their respective employees, agents, contractors or
      subcontractors, any of the rights, remedies or powers granted to
      Beneficiary or Trustee hereunder; or (ii) the failure or refusal of
      Beneficiary to perform or discharge any obligation, duty or liability of
      Grantor arising under the Leases.

3.4   REPRESENTATIONS AND WARRANTIES. Grantor represents that as of the date
      hereof, there are no Leases in effect.

3.5   COVENANTS. Grantor covenants and agrees at Grantor's sole cost and expense
      to: (a) perform the obligations of lessor contained in any Leases and
      enforce by all available remedies performance by the lessees of the
      obligations of the lessees contained in the Leases; (b) give Beneficiary
      prompt written notice of any default or termination (or notice thereof)
      which occurs with respect to any of the Leases, whether the default be
      that of the lessee or of the lessor; (c) deliver to Beneficiary fully
      executed, counterpart original(s) of each and every Lease if requested to
      do so; and (e) execute and record such additional assignments of any Lease
      or specific subordinations (or subordination, attornment and
      non-disturbance agreements executed by the lessor and lessee) of any Lease
      to the Deed of Trust, in form and substance acceptable to Beneficiary, as
      Beneficiary may request. Grantor shall not, without Beneficiary's prior
      written consent or as otherwise permitted by any provision of the Loan
      Agreement: (i) enter into any Leases after the date hereof; (ii) execute
      any other assignment relating to any of the Leases; (iii) discount any
      rent or other sums due under the Leases or collect the same in advance,
      other than to collect rentals one (1) month in advance of the time when it
      becomes due; (iv) terminate, modify or amend any of the terms of the
      Leases or in any manner release or discharge the lessees from any
      obligations thereunder; (v) consent to any assignment or subletting by any
      lessee; or (vi) subordinate or agree to subordinate any of the Leases to
      any other deed of trust or encumbrance. Any such attempted action in
      violation of the provisions of this Section 3.5 shall be null and void.
      Without in any way limiting the requirement of Beneficiary's consent
      hereunder, any sums received by Grantor in consideration of any
      termination (or the release or discharge of any lessee), modification or
      amendment of any Lease shall be applied to reduce the outstanding Secured
      Obligations and any such sums received by Grantor shall be held in trust
      by Grantor for such purpose.

3.6   ESTOPPEL CERTIFICATES. Within thirty (30) days after written request by
      Beneficiary, Grantor shall deliver to Beneficiary and to any party
      designated by Beneficiary estoppel certificates executed by Grantor and by
      each of the lessees, in recordable form, certifying (if such be the case):
      (a) that the foregoing assignment


DEED OF TRUST - Page 3
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      and the Leases are in full force and effect; (b) the date of each lessee's
      most recent payment of rent; (c) that there are no defenses or offsets
      outstanding, or stating those claimed by Grantor or lessees under the
      foregoing assignment or the Leases, as the case may be; and (d) any other
      information reasonably requested by Beneficiary.

                ARTICLE 4. SECURITY AGREEMENT AND FIXTURE FILING

4.1   SECURITY INTEREST. Grantor hereby grants and assigns to Beneficiary as of
      the "Effective Date" a security interest, to secure payment and
      performance of all of the Secured Obligations, in all of the following
      described personal property in which Grantor now or at any time hereafter
      has any interest (collectively, the "Collateral"):

            All goods, building and other materials, supplies, work in process,
            equipment, machinery, fixtures, furniture, furnishings, signs and
            other personal property, wherever situated, which are or are to be
            incorporated as fixtures into (i) the real property described on
            Exhibit A attached hereto and incorporated by reference herein (to
            the extent the same are not effectively made a part of the real
            property pursuant to Section 1.1 above) or (ii) the Improvements
            (which real property and Improvements are collectively referred to
            herein as the Subject Property); together with all rents generated
            by the Subject Property (to the extent, if any, they are not subject
            to Article III); all insurance policies providing coverage against
            damage to the Subject Property or any other Collateral and any
            insurance and condemnation awards and proceeds resulting from any
            damage to or taking of the Subject Property or other Collateral; all
            permits, consents, approvals, licenses, authorizations and other
            rights granted by, given by or obtained from, any governmental
            entity with respect to the Subject Property; all deposits or other
            security now or hereafter made with or given to utility companies by
            Grantor with respect to the Subject Property; all advance payments
            of insurance premiums made by Grantor with respect to the Subject
            Property; all plans, drawings and specifications relating to the
            Subject Property; and together with all replacements and proceeds
            of, and additions and accessions to, any of the foregoing and all
            books, records and files relating to any of the foregoing.

            As to all of the above described personal property which is or which
            hereafter becomes a "fixture" under applicable law, this Deed of
            Trust constitutes a fixture filing under the Uniform Commerce Code
            of the state in which the Subject Property is located, as amended or
            recodified from time to time (the "UCC").

      Neither the "Subject Property" nor the "Collateral" will include patents,
      trademarks or other intellectual property of Grantor, it being understood
      that Grantor is not granting a lien against or security interest in any
      such patents, trademarks or other intellectual property.

4.2   REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants that: (a)
      Grantor has, and will have, good title to the Collateral, subject to title
      exceptions listed in any title insurance policy provided to Grantor to
      insure the lien of this Deed of Trust; (b) Grantor has not previously
      assigned or encumbered the Collateral by any other lien or security
      interest which will continue beyond the date of this Deed of Trust; and
      (c) Grantor's principal place of business is located at the address shown
      in Section 4.7.

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


DEED OF TRUST - Page 4
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4.4   RIGHTS OF BENEFICIARY WHEN AN EVENT OF DEFAULT IS OUTSTANDING. When any
      Event of Default has occurred and is continuing, in addition to all of
      Beneficiary's rights as a "Secured Party" under the UCC or otherwise at
      law:

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

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

            Notwithstanding any other provision hereof, Beneficiary shall not be
            deemed to have accepted any property other than cash in satisfaction
            of any obligation of Grantor to Beneficiary unless Grantor shall
            make an express written election of said remedy under the UCC, or
            other applicable law.

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

4.6   POSSESSION AND USE OF COLLATERAL. Except as otherwise provided in this
      Section or the other Loan Documents, so long as no Event of Default has
      occurred and is continuing, Grantor may possess, use, move, transfer or
      dispose of any of the Collateral in the ordinary course of Grantor's
      business and in accordance with the Loan Agreement.

4.7   SECURITY AGREEMENT.

      (a)   The exact legal name and address of debtor is: Intervoice, Inc.,
            17811 Waterview Parkway, Dallas, Texas 75252.

      (b)   Name and address of secured party: Wells Fargo Bank, National
            Association, North Dallas RCBD, 4975 Preston Park Boulevard, Suite
            280, Plano, Texas 75093.

      (c)   Description of the types (or items) of property covered by this
            Financing Statement: all of the property described in Section 4.1.

      (d)   Description of real estate to which collateral is attached or upon
            which it is located: Described in Exhibit A.

      (e)   Organizational Number of debtor: 0068871100.


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      (f)   Debtor's chief executive office is located in the State of Texas,
            and debtor's state of formation is the State of Texas.

                  ARTICLE 5. RIGHTS AND DUTIES OF THE PARTIES

5.1   TITLE. Grantor represents and warrants that, except as disclosed to
      Beneficiary in a writing which refers to this warranty, Grantor lawfully
      holds and possesses fee simple title to the Subject Property without
      limitation on the right to encumber, and that this Deed of Trust is a
      first and prior lien on the Subject Property. Grantor hereby represents
      and warrants that all of the Subject Property is a single tax parcel, and
      there are no properties included in such tax parcel other than the Subject
      Property. Grantor further covenants and agrees that it shall not cause all
      or any portion of the Subject Property to be replatted or for any lots or
      boundary lines to be adjusted, changed or altered for either ad valorem
      tax purposes or otherwise, and shall not consent to the assessment of the
      Subject Property in more than one tax parcel or in conjunction with any
      property other than the Subject Property.

5.2   TAXES AND ASSESSMENTS. Subject to Grantor's rights to contest payment of
      taxes as may be provided in the Loan Agreement, Grantor shall pay prior to
      delinquency all taxes, assessments, levies and charges imposed by any
      public or quasi-public authority or utility company which are or which may
      become a lien upon or cause a loss in value of the Subject Property or any
      interest therein. Grantor shall also pay prior to delinquency all taxes,
      assessments, levies and charges imposed by any public authority upon
      Beneficiary by reason of its interest in any Secured Obligation or in the
      Subject Property, or by reason of any payment made to Beneficiary pursuant
      to any Secured Obligation; provided, however, Grantor shall have no
      obligation to pay taxes which may be imposed from time to time upon
      Beneficiary and which are measured by and imposed upon Beneficiary's net
      income.

5.3   INTENTIONALLY DELETED.

5.4   PERFORMANCE OF SECURED OBLIGATIONS.  Grantor shall promptly pay and
      perform each Secured Obligation when due.

5.5   LIENS, ENCUMBRANCES AND CHARGES. Grantor shall immediately discharge any
      lien not approved by Beneficiary in writing that has or may attain
      priority over this Deed of Trust. Subject to the provisions of the Loan
      Agreement regarding mechanics' liens, Grantor shall pay when due all
      obligations secured by or which may become liens and encumbrances which
      shall now or hereafter encumber or appear to encumber all or any part of
      the Subject Property or Collateral or any interest therein, whether senior
      or subordinate hereto.

5.6   DAMAGES; INSURANCE AND CONDEMNATION PROCEEDS.

      (a)   The following (whether now existing or hereafter arising) are all
            absolutely and irrevocably assigned by Grantor to Beneficiary and,
            at the request of Beneficiary, shall be paid directly to
            Beneficiary: (i) all awards of damages and all other compensation
            payable directly or indirectly by reason of a condemnation or
            proposed condemnation for public or private use affecting all or any
            part of, or any interest in, the Subject Property or Collateral;
            (ii) all other claims and awards for damages to, or decrease in
            value of, all or any part of, or any interest in, the Subject
            Property or Collateral; (iii) all proceeds of any insurance policies
            payable by reason of loss sustained to all or any part of the
            Subject Property or Collateral; and (iv) all interest which may
            accrue on any of the foregoing. Subject to applicable law, and
            without regard to any requirement contained in Section 5.7(d), but
            subject to the next subsection, Beneficiary may at its discretion
            apply all or any of the proceeds it receives to its expenses in
            settling, prosecuting or defending any claim and may apply the
            balance to the Secured Obligations in any order acceptable to
            Beneficiary, and/or Beneficiary may release all or any part of the
            proceeds to Grantor upon any conditions Beneficiary may impose.
            Beneficiary may commence, appear in, defend or prosecute any
            assigned claim or action and may adjust, compromise, settle and
            collect all claims and awards assigned to Beneficiary; provided,
            however, in no event shall Beneficiary be responsible for any
            failure to collect any claim or award, regardless of the cause of
            the


DEED OF TRUST - Page 6
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            failure, including, without limitation, any malfeasance or
            nonfeasance by Beneficiary or its employees or agents.

      (b)   At its sole option, Beneficiary may permit insurance or condemnation
            proceeds held by Beneficiary to be used for repair or restoration
            but may condition such application upon reasonable conditions,
            including, without limitation: (i) the deposit with Beneficiary of
            such additional funds which Beneficiary reasonably determines are
            needed to pay all costs of the repair or restoration, (including,
            without limitation, taxes, financing charges, insurance and rent
            during the repair period); (ii) the establishment of an arrangement
            for lien releases and disbursement of funds acceptable to
            Beneficiary (any such arrangement contained in the Loan Agreement
            for obtaining lien releases and disbursing loan funds shall be
            deemed reasonable with respect to disbursement of insurance or
            condemnation proceeds); (iii) the delivery to Beneficiary of plans
            and specifications for the work, a contract for the work signed by a
            contractor reasonably acceptable to Beneficiary, a cost breakdown
            for the work and a payment and performance bond for the work, all of
            which shall be reasonably acceptable to Beneficiary; and (iv) the
            delivery to Beneficiary of evidence reasonably acceptable to
            Beneficiary (aa) that upon completion of the work, the size,
            capacity and total value of the Subject Property will be at least as
            great as it was before the damage or condemnation occurred; (bb)
            that there has been no material adverse change in the financial
            condition or credit of Grantor since the date of this Deed of Trust;
            and (cc) of the satisfaction of any additional conditions that
            Beneficiary may reasonably establish to protect its security.
            Grantor hereby acknowledges that the conditions described above are
            reasonable, and, if such conditions have not been satisfied within
            thirty (30) days of receipt by Beneficiary of such insurance or
            condemnation proceeds, then Beneficiary may apply such insurance or
            condemnation proceeds to pay the Secured Obligations in such order
            and amounts as Beneficiary in its sole discretion may choose.

5.7   MAINTENANCE AND PRESERVATION OF THE SUBJECT PROPERTY. Subject to the
      provisions of the Loan Agreement, Grantor covenants: (a) to insure the
      Subject Property and Collateral against such risks as Beneficiary may
      require and, at Beneficiary's request, to provide evidence of such
      insurance to Beneficiary, and to comply with the requirements of any
      insurance companies providing such insurance; (b) to keep the Subject
      Property and Collateral in good condition and repair; (c) not to remove or
      demolish the Subject Property or Collateral or any part thereof, not to
      alter, restore or add to the Subject Property or Collateral and not to
      initiate or acquiesce in any change in any zoning or other land
      classification which affects the Subject Property without Beneficiary's
      prior written consent or as provided in the Loan Agreement; (d) to
      complete or restore promptly and in good and workmanlike manner the
      Subject Property and Collateral, or any part thereof which may be damaged
      or destroyed, without regard to whether Beneficiary elects to require that
      insurance proceeds be used to reduce the Secured Obligations as provided
      in Section 5.6; (e) to comply with all laws, ordinances, regulations and
      standards, and all covenants, conditions, restrictions and equitable
      servitudes, whether public or private, of every kind and character which
      affect the Subject Property or Collateral and pertain to acts committed or
      conditions existing thereon, including, without limitation, any work,
      alteration, improvement or demolition mandated by such laws, covenants or
      requirements; (f) not to commit or permit waste of the Subject Property or
      Collateral; and (g) to do all other acts which from the character or use
      of the Subject Property or Collateral may be reasonably necessary to
      maintain and preserve its value.

5.8   DEFENSE AND NOTICE OF LOSSES, CLAIMS AND ACTIONS. At Grantor's sole
      expense, Grantor shall protect, preserve and defend the Subject Property
      and Collateral and title to and right of possession of the Subject
      Property and Collateral, the security hereof and the rights and powers of
      Beneficiary and Trustee hereunder against all adverse claims. Grantor
      shall give Beneficiary and Trustee prompt notice in writing of the
      assertion of any claim, of the filing of any action or proceeding, of the
      occurrence of any damage to the Subject Property or Collateral and of any
      condemnation offer or action.

5.9   ACCEPTANCE OF TRUST; POWERS AND DUTIES OF TRUSTEE.

      (a)   Trustee accepts this trust when this Deed of Trust is delivered by
            Grantor to Beneficiary. Except as may be required by applicable law,
            Trustee may from time to time apply to any court of competent
            jurisdiction for aid and direction in the execution of the trust
            hereunder and the enforcement of the


DEED OF TRUST - Page 7
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            rights and remedies available hereunder, and may obtain orders or
            decrees directing or confirming or approving acts in the execution
            of said trust and the enforcement of said remedies.

      (b)   Trustee shall not be required to take any action toward the
            execution and enforcement of the trust hereby created or to
            institute, appear in, or defend any action, suit, or other
            proceeding in connection therewith where, in his opinion, such
            action would be likely to involve him in expense or liability,
            unless requested so to do by a written instrument signed by
            Beneficiary and, if Trustee so requests, unless Trustee is tendered
            security and indemnity satisfactory to Trustee against any and all
            cost, expense, and liability arising therefrom. Trustee shall not be
            responsible for the execution, acknowledgment, or validity of the
            Loan Documents, or for the proper authorization thereof, or for the
            sufficiency of the lien and security interest purported to be
            created hereby, and Trustee makes no representation in respect
            thereof or in respect of the rights, remedies, and recourses of
            Beneficiary.

      (c)   With the approval of Beneficiary, Trustee shall have the right to
            take any and all of the following actions: (i) to select, employ,
            and advise with counsel (who may be, but need not be, counsel for
            Beneficiary) upon any matters arising hereunder, including the
            preparation, execution, and interpretation of the Loan Documents,
            and shall be fully protected in relying as to legal matters on the
            advice of counsel, (ii) to execute any of the trusts and powers
            hereof and to perform any duty hereunder either directly or through
            his agents or attorneys, (iii) to select and employ, in and about
            the execution of his duties hereunder, suitable accountants,
            engineers and other experts, agents and attorneys-in-fact, either
            corporate or individual, not regularly in the employ of Trustee, and
            Trustee shall not be answerable for any act, default, negligence, or
            misconduct of any such accountant, engineer or other expert, agent
            or attorney-in-fact, if selected with reasonable care, or for any
            error of judgment or act done by Trustee in good faith, or be
            otherwise responsible or accountable under any circumstances
            whatsoever, except for Trustee's gross negligence or bad faith, and
            (iv) any and all other lawful action as Beneficiary may instruct
            Trustee to take to protect or enforce Beneficiary's rights
            hereunder. Trustee shall not be personally liable in case of entry
            by Trustee, or anyone entering by virtue of the powers herein
            granted to Trustee, upon the Subject Property for debts contracted
            for or liability or damages incurred in the management or operation
            of the Subject Property. 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 Trustee hereunder, believed
            by Trustee in good faith to be genuine. Trustee shall be entitled to
            reimbursement for expenses incurred by Trustee in the performance of
            Trustee's duties hereunder and to reasonable compensation for such
            of Trustee's services hereunder as shall be rendered. GRANTOR WILL,
            FROM TIME TO TIME, PAY THE COMPENSATION DUE TO TRUSTEE HEREUNDER AND
            REIMBURSE TRUSTEE FOR, AND INDEMNIFY AND HOLD HARMLESS TRUSTEE
            AGAINST, ANY AND ALL LIABILITY AND EXPENSES WHICH MAY BE INCURRED BY
            TRUSTEE IN THE PERFORMANCE OF TRUSTEE'S DUTIES.

      (d)   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 applicable law) and
            Trustee shall be under no liability for interest on any moneys
            received by Trustee hereunder.

      (e)   Should any deed, conveyance, or instrument of any nature be required
            from Grantor by any Trustee or substitute Trustee to more fully and
            certainly vest in and confirm to the Trustee or substitute Trustee
            such estates, rights, powers, and duties, then, upon request by the
            Trustee or substitute Trustee, any and all such deeds, conveyances
            and instruments shall be made, executed, acknowledged, and delivered
            and shall be caused to be recorded and/or filed by Grantor.

      (f)   By accepting or approving anything required to be observed,
            performed, or fulfilled or to be given to Trustee pursuant to the
            Loan Documents, including without limitation, any deed, conveyance,
            instrument, officer's certificate, balance sheet, statement of
            profit and loss or other financial statement, survey, appraisal, or
            insurance policy, Trustee shall not be deemed to have warranted,
            consented to, or affirmed the sufficiency, legality, effectiveness,
            or legal effect of the same, or of any term, provision,


DEED OF TRUST - Page 8
<PAGE>
            or condition thereof, and such acceptance or approval thereof shall
            not be or constitute any warranty or affirmation with respect
            thereto by Trustee.

5.10  COMPENSATION; EXCULPATION; INDEMNIFICATION.

      (a)   Grantor shall pay Trustee's fees and reimburse Trustee for expenses
            in the administration of this trust, including attorneys' fees.
            Subject to the provisions of Section 7.12, Grantor shall pay to
            Beneficiary reasonable compensation for services rendered concerning
            this Deed of Trust, including without limit any statement of amounts
            owing under any Secured Obligation. Beneficiary shall not directly
            or indirectly be liable to Grantor or any other person as a
            consequence of (i) the exercise of the rights, remedies or powers
            granted to Beneficiary in this Deed of Trust; (ii) the failure or
            refusal of Beneficiary to perform or discharge any obligation or
            liability of Grantor under any agreement related to the Subject
            Property or Collateral or under this Deed of Trust; or (iii) any
            loss sustained by Grantor or any third party resulting from
            Beneficiary's failure (whether by malfeasance, nonfeasance or
            refusal to act) to lease the Subject Property after an Event of
            Default or from any other act or omission (regardless of whether
            same constitutes negligence) of Beneficiary in managing the Subject
            Property after an Event of Default unless the loss is caused by the
            gross negligence or willful misconduct of Beneficiary and no such
            liability shall be asserted against or imposed upon Beneficiary, and
            all such liability is hereby expressly waived and released by
            Grantor.

      (b)   GRANTOR INDEMNIFIES TRUSTEE AND BENEFICIARY AGAINST, AND HOLDS
            TRUSTEE AND BENEFICIARY HARMLESS FROM, ALL LOSSES, DAMAGES,
            LIABILITIES, CLAIMS, CAUSES OF ACTION, JUDGMENTS, COURT COSTS,
            ATTORNEYS' FEES AND OTHER LEGAL EXPENSES, COST OF EVIDENCE OF TITLE,
            COST OF EVIDENCE OF VALUE, AND OTHER EXPENSES WHICH EITHER MAY
            SUFFER OR INCUR: (I) BY REASON OF THIS DEED OF TRUST; (II) BY REASON
            OF THE EXECUTION OF THIS TRUST OR IN PERFORMANCE OF ANY ACT REQUIRED
            OR PERMITTED HEREUNDER OR BY LAW; (III) AS A RESULT OF ANY FAILURE
            OF GRANTOR TO PERFORM GRANTOR'S OBLIGATIONS; OR (IV) BY REASON OF
            ANY ALLEGED OBLIGATION OR UNDERTAKING ON BENEFICIARY'S PART TO
            PERFORM OR DISCHARGE ANY OF THE REPRESENTATIONS, WARRANTIES,
            CONDITIONS, COVENANTS OR OTHER OBLIGATIONS CONTAINED IN ANY OTHER
            DOCUMENT RELATED TO THE SUBJECT PROPERTY AND COLLATERAL. THE ABOVE
            OBLIGATION OF GRANTOR TO INDEMNIFY AND HOLD HARMLESS TRUSTEE AND
            BENEFICIARY SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE
            SECURED OBLIGATIONS AND THE RELEASE OR PARTIAL RELEASE OF THE LIEN
            OF THIS DEED OF TRUST.

      (c)   Grantor shall pay all amounts and indebtedness arising under this
            Section 5.10 immediately upon demand by Trustee or Beneficiary
            together with interest thereon from the date the indebtedness arises
            at the rate of interest then applicable to the principal balance of
            the Note as specified therein.

5.11  SUBSTITUTION OF TRUSTEES. Trustee may resign by the giving of notice of
      such resignation in writing or verbally to Beneficiary. If Trustee shall
      die, resign, or become disqualified from acting in the execution of this
      trust, or if, for any reason, Beneficiary shall prefer to appoint a
      substitute trustee or multiple substitute trustees, or successive
      substitute trustees or successive multiple substitute trustees, to act
      instead of the aforenamed Trustee, Beneficiary shall have full power to
      appoint a substitute trustee (or, if preferred, multiple substitute
      trustees) in succession who shall succeed (and if multiple substitute
      trustees are appointed, each of such multiple substitute trustees shall
      succeed) to all the estates, rights, powers, and duties of the aforenamed
      Trustee. Such appointment may be executed by any authorized agent of
      Beneficiary, and if such Beneficiary be a corporation and such appointment
      be executed in its behalf by any officer of such corporation, such
      appointment shall be conclusively presumed to be executed with authority
      and shall be valid and sufficient without proof of any action by the board
      of directors or any superior officer of the corporation. Grantor hereby
      ratifies and confirms any and all acts which the aforenamed Trustee, or
      his successor or successors in this trust, shall do lawfully by virtue
      hereof. If multiple substitute Trustees are appointed, each of such
      multiple


DEED OF TRUST - Page 9
<PAGE>
      substitute Trustees shall be empowered and authorized to act alone without
      the necessity of the joinder of the other multiple substitute trustees,
      whenever any action or undertaking of such substitute trustees is
      requested or required under or pursuant to this Deed of Trust or
      applicable law. Any substitute Trustee appointed pursuant to any of the
      provisions hereof shall, without any further act, deed, or conveyance,
      become vested with all the estates, properties, rights, powers, and trusts
      of its or his predecessor in the rights hereunder with like effect as if
      originally named as Trustee herein; but nevertheless, upon the written
      request of Beneficiary or of the substitute Trustee, the Trustee ceasing
      to act shall execute and deliver any instrument transferring to such
      substitute Trustee, upon the trusts herein expressed, all the estates,
      properties, rights, powers, and trusts of the Trustee so ceasing to act,
      and shall duly assign, transfer and deliver any of the property and moneys
      held by such Trustee to the substitute Trustee so appointed in the
      Trustee's place.

5.12  DUE ON SALE OR ENCUMBRANCE. As used herein, the term "Loan" shall mean
      both the "Line of Credit" and the "Term Loan" as such terms are defined in
      the Loan Agreement. Grantor represents, agrees and acknowledges that:

      (a)   Ownership, operation and leasing of real property is a highly
            complex activity which requires substantial knowledge of law and
            business conditions and practices. Experience, financial stability,
            managerial ability and a good reputation in the business community
            enhance an owner's ability to obtain market rents and/or sales
            prices and are taken into account by Beneficiary in approving loan
            applications.

      (b)   Grantor has represented to Beneficiary, not only in the
            representations and warranties contained in the Loan Documents, but
            also in its initial loan application and in all of the negotiations
            connected with Beneficiary making the Loan, certain facts concerning
            Grantor's financial stability, managerial and operational ability,
            reputation, skill, and credit worthiness. Beneficiary has relied
            upon these representations and warranties as a substantial and
            material consideration in its decision to make the Loan.

      (c)   The conditions and terms provided in the Loan Agreement were induced
            by these representations and warranties and would not have been made
            available by Beneficiary in the absence of these representations and
            warranties.

      (d)   Beneficiary would not have made this Loan if Beneficiary did not
            have the right to sell, transfer, assign, or grant participations in
            the Loan and in the Loan Documents, and that such participations are
            dependent upon the potential participants' reliance on such
            representations and warranties.

      (e)   Grantor's financial stability and managerial and operational ability
            and that of those persons or entities having a direct or beneficial
            interest in Grantor are a substantial and material consideration to
            any third parties who have entered or will enter into agreements
            with Grantor.

      (f)   Beneficiary has relied upon the skills and services offered by such
            third parties and the provision of such skills and services is
            jeopardized if Grantor breaches its covenants contained below
            regarding Transfers.

      (g)   A transfer of possession of or title to the Subject Property, or a
            change in the person or entity operating or managing the Subject
            Property would substantially increase the risk of an Event of
            Default under the Loan Documents and significantly and materially
            impair and reduce Beneficiary's security for the Note.

      (h)   As used herein, the term "Transfer" shall mean each of the following
            actions or events: the sale, transfer, assignment, lease as a whole,
            encumbrance, hypothecation, mortgage or pledge in any manner
            whatsoever, whether voluntarily, involuntarily or by operation of
            law of: (i) the Subject Property or Collateral or any interest
            therein; (ii) title to any other security more specifically
            described in any Loan Document; (iii) Grantor's right, title and/or
            interest in the Loan Documents and any


DEED OF TRUST - Page 10
<PAGE>
            subsequent documents executed by Grantor in connection therewith; or
            (iv) legal or beneficial ownership of any partnership interest in
            Grantor if Grantor is a partnership.

      (i)   It is expressly agreed that Beneficiary may predicate Beneficiary's
            decision to grant or withhold consent to a Transfer on such terms
            and conditions as Beneficiary may require, in Beneficiary's sole
            discretion, including without limitation (i) consideration of the
            creditworthiness of the party to whom such Transfer will be made and
            its management ability with respect to the Subject Property, (ii)
            consideration of whether the security for repayment, performance and
            discharge of the Secured Obligations, or Beneficiary's ability to
            enforce its rights, remedies, and recourses with respect to such
            security, will be impaired in any way by the proposed Transfer,
            (iii) an increase in the rate of interest payable under the Note or
            any other change in the terms and provisions of the Note and other
            Loan Documents, (iv) reimbursement of Beneficiary for all costs and
            expenses incurred by Beneficiary in investigating the
            creditworthiness and management ability of the party to whom such
            Transfer will be made and in determining whether Beneficiary's
            security will be impaired by the proposed Transfer, (v) payment to
            Beneficiary of a transfer fee to cover the cost of documenting the
            Transfer in its records, (vi) payment of Beneficiary's reasonable
            attorneys' fees in connection with such Transfer, (vii) endorsements
            (to the extent available under applicable law) to any existing
            mortgagee title insurance policies or construction binders insuring
            Beneficiary's liens and security interests covering the Subject
            Property, and (viii) require additional security for the payment,
            performance and discharge of the Secured Obligations. If
            Beneficiary's consent should be given, any Transfer shall be subject
            to the Loan Documents and any transferee of Grantor's interest
            shall: (i) assume all of Grantor's obligations thereunder; and (ii)
            agree to be bound by all provisions and perform all obligations
            contained therein; provided, however, that such assumption shall not
            release Grantor or any maker or any guarantor of the Note from any
            liability thereunder without the prior written consent of
            Beneficiary. In the event of any Transfer without the prior written
            consent of Beneficiary, whether or not Beneficiary elects to enforce
            its right to accelerate the Loan pursuant to Sections 6.1 and 6.2,
            all sums owing under the Note, as well as all other charges,
            expenses and costs owing under the Loan Documents, shall at the
            option of Beneficiary, automatically bear interest at four percent
            (4%) above the rate provided in the Note, but not in excess of the
            Maximum Rate (as defined in the Loan Agreement), from the date (or
            any date thereafter) of such unconsented to Transfer. Grantor
            acknowledges that the automatic shift(s) to this alternate rate is
            reasonable since the representations that Beneficiary relied upon in
            making the Loan may no longer be relied upon. A consent by
            Beneficiary to one or more Transfers shall not be construed as a
            consent to further Transfers or as a waiver of Beneficiary's consent
            with respect to future Transfers.

5.13  RELEASES, EXTENSIONS, MODIFICATIONS AND ADDITIONAL SECURITY. Without
      notice to or the consent, approval or agreement of any persons or entities
      having any interest at any time in the Subject Property and Collateral or
      in any manner obligated under the Secured Obligations ("Interested
      Parties"), Beneficiary may, from time to time, release any person or
      entity from liability for the payment or performance of any Secured
      Obligation, take any action or make any agreement extending the maturity
      or otherwise altering the terms or increasing the amount of any Secured
      Obligation, or accept additional security or release all or a portion of
      the Subject Property and Collateral and other security for the Secured
      Obligations. None of the foregoing actions shall release or reduce the
      personal liability of any of said Interested Parties, or release or impair
      the priority of the lien of and security interests created by this Deed of
      Trust upon the Subject Property and Collateral.

5.14  RELEASES. If the Secured Obligations are paid, performed and discharged in
      full in accordance with the terms of this Deed of Trust, the Note, and the
      other Loan Documents, then this conveyance shall become null and void and
      be released by Beneficiary at Grantor's request and expense, and
      Beneficiary shall have no further obligation to make advances under and
      pursuant to the provisions hereof or in the other Loan Documents.

In addition, provided no Event of Default has occurred and is continuing at the
time, upon request of Grantor made at any time after or contemporaneously with
the payment in full of all principal of the Term Note and all accrued, unpaid
interest thereon, Beneficiary will release this Deed of Trust by delivery of a
proper written release executed and acknowledged in recordable form.


DEED OF TRUST - Page 11
<PAGE>
5.15  SUBROGATION. Beneficiary shall be subrogated to the lien of all
      encumbrances, whether released of record or not, paid in whole or in part
      by Beneficiary pursuant to the Loan Documents or by the proceeds of any
      loan secured by this Deed of Trust.

5.16  RIGHT OF INSPECTION. Beneficiary, its agents and employees, may enter the
      Subject Property at any reasonable time for the purpose of inspecting the
      Subject Property and Collateral and ascertaining Grantor's compliance with
      the terms hereof.

5.17  CONTRACTS. Grantor will deliver to Beneficiary a copy of each Contract
      promptly after the execution of same by all parties thereto. Within twenty
      (20) days after a request by Beneficiary, Grantor shall prepare and
      deliver to Beneficiary a complete listing of all Contracts, showing date,
      term, parties, subject matter, concessions, whether any defaults exist,
      and other information specified by Beneficiary, of or with respect to each
      of such Contracts, together with a copy thereof (if so requested by
      Beneficiary). Grantor represents and warrants that none of the Contracts
      encumber or create a lien on the Subject Property, but are personal with
      Grantor. As used herein, the term "Contract" shall mean any management
      agreement, leasing and brokerage agreement, and operating or service
      contract with respect to the Subject Property or Collateral.

5.18  REPRESENTATIONS OF GRANTOR.

      (a)   Legal Status. Grantor is qualified or licensed to do business in all
            jurisdictions in which such qualification or licensing is required
            or in which the failure to so qualify or to be so licensed could
            have a material adverse effect on Grantor.

      (b)   Authorization and Validity. This Deed of Trust has been duly
            authorized, and upon its execution and delivery in accordance with
            the provisions hereof will constitute legal, valid and binding
            agreements and obligations of Grantor, enforceable in accordance
            with its terms.

      (c)   No Violation. The execution, delivery and performance by Grantor of
            this Deed of Trust does not violate any provision of any law or
            regulation, or result in any breach of or default under any
            contract, obligation, indenture or other instrument to which Grantor
            is a party or by which Grantor may be bound.


                         ARTICLE 6. DEFAULT PROVISIONS

6.1   EVENT OF DEFAULT. For all purposes hereof, the term "Event of Default"
      shall mean any Transfer to which Beneficiary has not given its consent and
      any other event or circumstance that would constitute an Event of Default
      under and as defined in the Loan Agreement.

6.2   RIGHTS AND REMEDIES. At any time when an Event of Default has occurred and
      is continuing, Beneficiary may, at Beneficiary's option, and by or through
      Trustee, by Beneficiary itself or otherwise, do any one or more of the
      following:

      (a)   Right to Accelerate. Beneficiary may, without notice, demand,
            presentment, notice of nonpayment or nonperformance, protest, notice
            of protest, notice of intent to accelerate, notice of acceleration,
            or any other notice or any other action, all of which are hereby
            waived by Grantor and all other parties obligated in any manner
            whatsoever on the Secured Obligations, declare the entire unpaid
            balance of the Secured Obligations immediately due and payable, and
            upon such declaration, the entire unpaid balance of the Secured
            Obligations shall be immediately due and payable. The failure to
            exercise any remedy available to the Beneficiary shall not be deemed
            to be a waiver of any rights or remedies of the Beneficiary under
            the Loan Documents, at law or in equity.

      (b)   Right to Perform Grantor's Covenants. If Grantor has failed to keep
            or perform any covenant whatsoever contained in this Deed of Trust
            or the other Loan Documents, Beneficiary may, but shall not be
            obligated to any person to do so, perform or attempt to perform said
            covenant, and any


DEED OF TRUST - Page 12
<PAGE>
            payment made or expense incurred in the performance or attempted
            performance of any such covenant shall be and become a part of the
            Secured Obligations, and Grantor promises, upon demand, to pay to
            Beneficiary, at the place where the Note is payable, all sums so
            advanced or paid by Beneficiary, with interest from the date when
            paid or incurred by Beneficiary at the rate of interest then
            applicable on the outstanding principal balance of the Note. No such
            payment by Beneficiary shall constitute a waiver of any Event of
            Default. In addition to the liens and security interests hereof,
            Beneficiary shall be subrogated to all rights, titles, liens, and
            security interests securing the payment of any debt, claim, tax, or
            assessment for the payment of which Beneficiary may make an advance,
            or which Beneficiary may pay.

      (c)   Right of Entry. Beneficiary may, prior or subsequent to the
            institution of any foreclosure proceedings, enter upon the Subject
            Property, or any part thereof, and take exclusive possession of the
            Subject Property and Collateral and of all books, records, and
            accounts relating thereto and to exercise without interference from
            Grantor any and all rights which Grantor has with respect to the
            management, possession, operation, protection, or preservation of
            the Subject Property and Collateral, including without limitation
            the right to rent the same for the account of Grantor and to deduct
            from such Payments all costs, expenses, and liabilities of every
            character incurred by the Beneficiary in collecting such Payments
            and in managing, operating, maintaining, protecting, or preserving
            the Subject Property and Collateral and to apply the remainder of
            such Payments on the Secured Obligations in such manner as
            Beneficiary may elect. All such costs, expenses, and liabilities
            incurred by the Beneficiary in collecting such Payments and in
            managing, operating, maintaining, protecting, or preserving the
            Subject Property and Collateral, if not paid out of Payments as
            hereinabove provided, shall constitute a demand obligation owing by
            Grantor and shall bear interest from the date of expenditure until
            paid at the rate of interest then applicable on the outstanding
            principal balance of the Note, all of which shall constitute a
            portion of the Secured Obligations. If necessary to obtain the
            possession provided for above, the Beneficiary may invoke any and
            all legal remedies to dispossess Grantor, including specifically one
            or more actions for forcible entry and detainer, trespass to try
            title, and restitution. In connection with any action taken by the
            Beneficiary pursuant to this subsection, the Beneficiary shall not
            be liable for any loss sustained by Grantor resulting from any
            failure to let the Subject Property, or any part thereof, or from
            any other act or omission of the Beneficiary in managing the Subject
            Property and Collateral unless such loss is caused by the willful
            misconduct of the Beneficiary, nor shall the Beneficiary be
            obligated to perform or discharge any obligation, duty, or liability
            under any Lease or under or by reason hereof or the exercise of
            rights or remedies hereunder. GRANTOR SHALL AND DOES HEREBY AGREE TO
            INDEMNIFY BENEFICIARY FOR, AND TO HOLD HARMLESS BENEFICIARY FROM,
            ANY AND ALL LIABILITY, LOSS, OR DAMAGE, WHICH MAY OR MIGHT BE
            INCURRED BY BENEFICIARY UNDER ANY SUCH LEASE OR UNDER OR BY REASON
            HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY
            AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST
            BENEFICIARY BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON
            ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS, OR
            AGREEMENTS CONTAINED IN ANY SUCH LEASE. Should Beneficiary incur any
            such liability, the amount thereof, including without limitation
            costs, expenses, and reasonable attorneys' fees, together with
            interest thereon from the date of expenditure until paid at the rate
            of interest then applicable on the outstanding principal balance of
            the Note, shall be secured hereby, and Grantor shall reimburse the
            Beneficiary therefor immediately upon demand. Nothing in this
            subsection shall impose any duty, obligation, or responsibility upon
            Beneficiary for the control, care, management, leasing, or repair of
            the Subject Property and Collateral, nor for the carrying out of any
            of the terms and conditions of any such Lease; nor shall it operate
            to make Beneficiary responsible or liable for any waste committed on
            the Subject Property and Collateral by the tenants or by any other
            parties, or for any environmentally hazardous substances on or under
            the Subject Property or Collateral, or for any dangerous or
            defective condition of the Subject Property or Collateral or for any
            negligence in the management, leasing, upkeep, repair, or control of
            the Subject Property or Collateral resulting in loss or injury or
            death to any tenant, licensee, employee, or stranger. Grantor hereby
            assents to, ratifies, and confirms any and all actions of
            Beneficiary with respect to the Subject Property and Collateral
            taken under this subsection.


DEED OF TRUST - Page 13
<PAGE>
            The remedies in this subsection are in addition to other remedies
            available to the Beneficiary and the exercise of the remedies in
            this subsection shall not be deemed to be an election of nonjudicial
            or judicial remedies otherwise available to the Beneficiary. The
            remedies in this Section 6.2 are available under and governed by the
            real property laws and by the personal property laws of the state in
            which the Subject Property is located, including but not limited to,
            the power to dispose of personal property in a commercially
            reasonable manner under the UCC. No action by Beneficiary, taken
            pursuant to this subsection, shall be deemed to be an election to
            dispose of personal property under the UCC. Any receipt of
            consideration received by Beneficiary pursuant to this subsection
            shall be immediately credited against the Secured Obligations (in
            the inverse order of maturity) and the value of said consideration
            shall be treated like any other payment against the Secured
            Obligations.

      (d)   Foreclosure-Power of Sale. Beneficiary may request Trustee to
            proceed with foreclosure under the power of sale which is hereby
            conferred, such foreclosure to be accomplished in accordance with
            the following provisions:

            (i)   Public Sale. Trustee is hereby authorized and empowered, and
                  it shall be Trustee's special duty, upon such request of
                  Beneficiary, to sell the Subject Property and Collateral, or
                  any part thereof, at public auction to the highest bidder for
                  cash, with or without having taken possession of same. Any
                  such sale (including notice thereof) shall comply with the
                  applicable requirements, at the time of the sale, of Section
                  51.002 of the Texas Property Code or, if and to the extent
                  such statute is not then in force, with the applicable
                  requirements, at the time of the sale, of the successor
                  statute or statutes, if any, governing sales of Texas real
                  property under powers of sale conferred by deeds of trust. If
                  there is no statute in force at the time of the sale governing
                  sales of Texas real property under powers of sale conferred by
                  deeds of trust, such sale shall comply with applicable law, at
                  the time of the sale, governing sales of Texas real property
                  under powers of sale conferred by deeds of trust.

            (ii)  Right to Require Proof of Financial Ability and/or Cash Bid.
                  At any time during the bidding, the Trustee may require a
                  bidding party (A) to disclose its full name, state and city of
                  residence, occupation, and specific business office location,
                  and the name and address of the principal the bidding party is
                  representing (if applicable), and (B) to demonstrate
                  reasonable evidence of the bidding party's financial ability
                  (or, if applicable, the financial ability of the principal of
                  such bidding party), as a condition to the bidding party
                  submitting bids at the foreclosure sale. If any such bidding
                  party (the "Questioned Bidder") declines to comply with the
                  Trustee's requirement in this regard, or if such Questioned
                  Bidder does respond but the Trustee, in Trustee's sole and
                  absolute discretion, deems the information or the evidence of
                  the financial ability of the Questioned Bidder (or, if
                  applicable, the principal of such bidding party) to be
                  inadequate, then the Trustee may continue the bidding with
                  reservation; and in such event (1) the Trustee shall be
                  authorized to caution the Questioned Bidder concerning the
                  legal obligations to be incurred in submitting bids, and (2)
                  if the Questioned Bidder is not the highest bidder at the
                  sale, or if having been the highest bidder the Questioned
                  Bidder fails to deliver the cash purchase price payment
                  promptly to the Trustee, all bids by the Questioned Bidder
                  shall be null and void. The Trustee may, in Trustee's sole and
                  absolute discretion, determine that a credit bid may be in the
                  best interest of the Grantor and Beneficiary, and elect to
                  sell the Mortgaged Property for credit or for a combination of
                  cash and credit; provided, however, that the Trustee shall
                  have no obligation to accept any bid except an all cash bid.
                  In the event the Trustee requires a cash bid and cash is not
                  delivered within a reasonable time after conclusion of the
                  bidding process, as specified by the Trustee, but in no event
                  later than 3:45 p.m. local time on the day of sale, then said
                  contingent sale shall be null and void, the bidding process
                  may be recommenced, and any subsequent bids or sale shall be
                  made as if no prior bids were made or accepted.

            (iii) Sale Subject to Unmatured Indebtedness. In addition to the
                  rights and powers of sale granted under the preceding
                  provisions of this subsection, if an Event of Default has
                  occurred and is continuing because of a failure of Grantor to
                  pay any portion of the Secured Obligations


DEED OF TRUST - Page 14
<PAGE>
                  when due, Beneficiary may, at Beneficiary's option, at once or
                  at any time thereafter while any matured portion remains
                  unpaid, without declaring the entire Secured Obligations to be
                  due and payable, orally or in writing direct Trustee to
                  enforce this trust and to sell the Subject Property and
                  Collateral subject to such unmatured Secured Obligations and
                  to the rights, powers, liens, security interests, and
                  assignments securing or providing recourse for payment of such
                  unmatured Secured Obligations, in the same manner, all as
                  provided in the preceding provisions of this subsection. Sales
                  made without maturing the Secured Obligations may be made
                  hereunder whenever there is an Event of Default outstanding
                  because of a default in the payment of any portion of the
                  Secured Obligations, without exhausting the power of sale
                  granted hereby, and without affecting in any way the power of
                  sale granted under this subsection, the unmatured balance of
                  the Secured Obligations or the rights, powers, liens, security
                  interests, and assignments securing or providing recourse for
                  payment of the Secured Obligations.

            (iv)  Partial Foreclosure. Sale of a part of the Subject Property or
                  Collateral shall not exhaust the power of sale, but sales may
                  be made from time to time until the Secured Obligations is
                  paid, performed and discharged in full. It is intended by each
                  of the foregoing provisions of this subsection that Trustee
                  may, after any request or direction by Beneficiary, sell not
                  only the Subject Property, but also the Collateral and other
                  interests constituting security for the Loan under the Loan
                  Documents, or any part thereof, along with the Subject
                  Property and Collateral or any part thereof, as a unit and as
                  a part of a single sale, or may sell at any time or from time
                  to time any part or parts of the Subject Property and
                  Collateral separately from the remainder of the Subject
                  Property and Collateral. It shall not be necessary to have
                  present or to exhibit at any sale any of the Subject Property
                  and Collateral.

            (v)   Trustee's Deeds. After any sale under this subsection, Trustee
                  shall make good and sufficient deeds, assignments, and other
                  conveyances to the purchaser or purchasers thereunder in the
                  name of Grantor, conveying the Subject Property and Collateral
                  or any part thereof so sold to the purchaser or purchasers
                  with general warranty of title by Grantor. It is agreed that
                  in any deeds, assignments or other conveyances given by
                  Trustee, any and all statements of fact or other recitals
                  therein made as to the identity of Beneficiary, the occurrence
                  or existence of any Event of Default, the notice of intention
                  to accelerate, or acceleration of, the maturity of the Secured
                  Obligations, the request to sell, notice of sale, time, place,
                  terms and manner of sale, and receipt, distribution, and
                  application of the money realized therefrom, the due and
                  proper appointment of a substitute trustee, and without being
                  limited by the foregoing, any other act or thing having been
                  duly done by or on behalf of Beneficiary or by or on behalf of
                  Trustee, shall be taken by all courts of law and equity as
                  prima facie evidence that such statements or recitals state
                  true, correct, and complete facts and are without further
                  question to be so accepted, and Grantor does hereby ratify and
                  confirm any and all acts that Trustee may lawfully do in the
                  premises by virtue hereof.

      (e)   Beneficiary's Judicial Remedies. Beneficiary, or Trustee, upon
            written request of Beneficiary, may proceed by suit or suits, at law
            or in equity, to enforce the payment, performance and discharge of
            the Secured Obligations in accordance with the terms hereof, of the
            Note, and the other Loan Documents, to foreclose the liens and
            security interests of this Deed of Trust as against all or any part
            of the Subject Property and Collateral, and to have all or any part
            of the Subject Property and Collateral sold under the judgment or
            decree of a court of competent jurisdiction. This remedy shall be
            cumulative of any other nonjudicial remedies available to the
            Beneficiary with respect to the Loan Documents. Proceeding with a
            request or receiving a judgment for legal relief shall not be or be
            deemed to be an election of remedies or bar any available
            nonjudicial remedy of the Beneficiary.

      (f)   Beneficiary's Right to Appointment of Receiver. Beneficiary, as a
            matter of right and without regard to the sufficiency of the
            security for payment, performance and discharge of the Secured
            Obligations, without notice to Grantor and without any showing of
            insolvency, fraud, or mismanagement on the part of Grantor, and
            without the necessity of filing any judicial or other proceeding
            other than the


DEED OF TRUST - Page 15
<PAGE>
            proceeding for appointment of a receiver, shall be entitled to the
            appointment of a receiver or receivers of the Subject Property and
            Collateral or any part thereof, and of the Payments, and Grantor
            hereby irrevocably consents to the appointment of a receiver or
            receivers. Any receiver appointed pursuant to the provisions of this
            subsection shall have the usual powers and duties of receivers in
            such matters.

      (g)   Beneficiary's UCC Remedies. The Beneficiary may exercise its rights
            of enforcement with respect to the Collateral under the UCC, and in
            conjunction with, in addition to or in substitution for the rights
            and remedies under the UCC the Beneficiary may, and Grantor agrees,
            as follows: (i) without demand or notice to Grantor, enter upon the
            Subject Property to take possession of, assemble, receive, and
            collect the Collateral, or any part thereof, or to render it
            unusable; (ii) require Grantor to assemble the Collateral and make
            it available at a place Beneficiary designates which is mutually
            convenient to allow Beneficiary to take possession or dispose of the
            Collateral; (iii) written notice mailed to Grantor as provided
            herein at least ten (10) days prior to the date of public sale of
            the Collateral or prior to the date after which private sale of the
            Collateral will be made shall constitute reasonable notice; (iv) any
            sale made pursuant to the provisions of this subsection shall be
            deemed to have been a public sale conducted in a commercially
            reasonable manner if held contemporaneously with the sale of the
            Subject Property under power of sale as provided herein upon giving
            the same notice with respect to the sale of the Collateral hereunder
            as is required for such sale of the Subject Property under power of
            sale, and such sale shall be deemed to be pursuant to a security
            agreement covering both real and personal property under the UCC;
            (v) in the event of a foreclosure sale, whether made by the Trustee
            under the terms hereof, or under judgment of a court, the Collateral
            and the Subject Property may, at the option of the Beneficiary, be
            sold as a whole; (vi) it shall not be necessary that the Beneficiary
            take possession of the Collateral, or any part thereof, prior to the
            time that any sale pursuant to the provisions of this subsection is
            conducted, and it shall not be necessary that the Collateral or any
            part thereof be present at the location of such sale; (vii) prior to
            application of proceeds of disposition of the Collateral to the
            Secured Obligations, such proceeds shall be applied to the
            reasonable expenses of retaking, holding, preparing for sale or
            lease, selling, leasing and the like, and the reasonable attorneys'
            fees and legal expenses incurred by the Beneficiary; (viii) after
            notification, if any, hereafter provided in this subsection,
            Beneficiary may sell, lease, or otherwise dispose of the Collateral,
            or any part thereof, in one or more parcels at public or private
            sale or sales, at Beneficiary's offices or elsewhere, for cash, on
            credit, or for future delivery. Upon the request of Beneficiary,
            Grantor shall assemble the Collateral and make it available to
            Beneficiary at any place designated by Beneficiary that is
            reasonably convenient to Grantor and Beneficiary. Grantor agrees
            that Beneficiary shall not be obligated to give more than ten (10)
            days' written notice of the time and place of any public sale or of
            the time after which any private sale may take place and that such
            notice shall constitute reasonable notice of such matters. Grantor
            shall be liable for all expenses of retaking, holding, preparing for
            sale, or the like, and all attorneys' fees, legal expenses, and all
            other costs and expenses incurred by Beneficiary in connection with
            the collection of the Secured Obligations and the enforcement of
            Beneficiary's rights under the Loan Documents. Beneficiary shall
            apply the proceeds of the sale of the Collateral against the Secured
            Obligations in accordance with the requirements of this Deed of
            Trust. Grantor shall remain liable for any deficiency if the
            proceeds of any sale or disposition of the Collateral are
            insufficient to pay, perform and discharge the Secured Obligations
            in full. Grantor waives all rights of marshalling in respect of the
            Personalty; (ix) any and all statements of fact or other recitals
            made in any bill of sale or assignment or other instrument
            evidencing any foreclosure sale hereunder, the nonpayment of the
            Secured Obligations, the occurrence of any Event of Default, the
            Beneficiary having declared all or a portion of such Secured
            Obligations to be due and payable, the notice of time, place, and
            terms of sale and of the properties to be sold having been duly
            given, or any other act or thing having been duly done by
            Beneficiary, shall be taken as prima facie evidence of the truth of
            the facts so stated and recited; and (x) Beneficiary may appoint or
            delegate any one or more persons as agent to perform any act or acts
            necessary or incident to any sale held by Beneficiary, including the
            sending of notices and the conduct of the sale, but in the name and
            on behalf of Beneficiary.


DEED OF TRUST - Page 16
<PAGE>
      (h)   Rights Relating to Leases and Rents. Grantor has, pursuant to
            Article 3 of this Deed of Trust, assigned to Beneficiary all
            Payments under each of the Leases covering all or any portion of the
            Subject Property. Beneficiary, or Trustee on Beneficiary's behalf,
            may at any time, and without notice, either in person, by agent, or
            by receiver to be appointed by a court, enter and take possession of
            the Subject Property or any part thereof, and in its own name, sue
            for or otherwise collect the Payments. All Payments collected by
            Beneficiary, or Trustee acting on Beneficiary's behalf, shall be
            applied as provided for in this Deed of Trust; provided, however,
            that if the costs, expenses, and attorneys' fees shall exceed the
            amount of Payments collected, the excess shall be added to the
            Secured Obligations, shall bear interest at the rate of interest
            then applicable on the outstanding principal balance of the Note,
            and shall be immediately due and payable. The entering upon and
            taking possession of the Subject Property, the collection of
            Payments, and the application thereof as aforesaid shall not cure or
            waive any Event of Default or notice of default, if any, hereunder
            nor invalidate any act done pursuant to such notice, except to the
            extent any such Event of Default is fully cured. Failure or
            discontinuance by Beneficiary, or Trustee on Beneficiary's behalf,
            at any time or from time to time, to collect said Payments shall not
            in any manner impair the subsequent enforcement by Beneficiary, or
            Trustee on Beneficiary's behalf, of the right, power and authority
            herein conferred upon it. Nothing contained herein, nor the exercise
            of any right, power, or authority herein granted to Beneficiary, or
            Trustee on Beneficiary's behalf, shall be, or shall be construed to
            be, an affirmation by it of any tenancy, lease, or option, nor an
            assumption of liability under, nor the subordination of, the lien of
            this Deed of Trust, to any such tenancy, lease, or option, nor an
            election of judicial relief, if any such relief is requested or
            obtained as to Leases or Payments, with respect to the Subject
            Property or any other collateral given by Grantor to Beneficiary. In
            addition, from time to time Beneficiary may elect, and notice hereby
            is given to each lessee under any Lease, to subordinate the lien of
            this Deed of Trust to any Lease by unilaterally executing and
            recording an instrument of subordination, and upon such election the
            lien of this Deed of Trust shall be subordinate to the Lease
            identified in such instrument of subordination; provided, however,
            in each instance such subordination will not affect or be applicable
            to, and expressly excludes any lien, charge, encumbrance, security
            interest, claim, easement, restriction, option, covenant and other
            rights, titles, interests or estates of any nature whatsoever with
            respect to all or any portion of the Subject Property and Collateral
            to the extent that the same may have arisen or intervened during the
            period between the recordation of this Deed of Trust and the
            execution of the Lease identified in such instrument of
            subordination.

      (i)   Other Rights. Beneficiary (i) may surrender the insurance policies
            maintained pursuant hereto or the other Loan Documents or any part
            thereof, and upon receipt shall apply the unearned premiums as a
            credit on the Secured Obligations, in accordance herewith, and, in
            connection therewith, Grantor hereby appoints Beneficiary as agent
            and attorney-in-fact (which is coupled with an interest and is
            therefore irrevocable) for Grantor to collect such premiums; and
            (ii) apply the reserve for impositions, if any, required by the
            provisions of this Deed of Trust, toward payment of the Secured
            Obligations; and (iii) shall have and may exercise any and all other
            rights and remedies which Beneficiary may have at law or in equity,
            or by virtue of any Loan Document or under the UCC, or otherwise.

      (j)   Beneficiary as Purchaser. Beneficiary may be the purchaser of the
            Subject Property and Collateral or any part thereof, at any sale
            thereof, whether such sale be under the power of sale herein vested
            in Trustee or upon any other foreclosure of the liens and security
            interests hereof, or otherwise, and Beneficiary shall, upon any such
            purchase, acquire good title to the Subject Property and Collateral
            so purchased, free of the liens and security interests hereof,
            unless the sale was made subject to an unmatured portion of the
            Secured Obligations. The Beneficiary, as purchaser, shall be treated
            in the same manner as any third party purchaser and the proceeds of
            the Beneficiary's purchase shall be applied in accordance with the
            requirements of this Deed of Trust.

      (k)   Possession After Foreclosure. If the liens or security interests
            hereof shall be foreclosed by power of sale granted herein, by
            judicial action, or otherwise, the purchaser at any such sale shall
            receive, as an incident to purchaser's ownership, immediate
            possession of the property purchased, and if Grantor or Grantor's
            successors shall hold possession of said property or any part
            thereof subsequent to


DEED OF TRUST - Page 17
<PAGE>
            foreclosure, Grantor and Grantor's successors shall be considered as
            tenants at sufferance of the purchaser at foreclosure sale (without
            limitation of other rights or remedies, at a reasonable rental per
            day, due and payable daily, based upon the value of the portion of
            the Subject Property and Collateral so occupied or possessed and
            sold to such purchaser), and anyone occupying or possessing such
            portion of the Subject Property and Collateral, after demand is made
            for possession thereof, shall be guilty of forcible detainer and
            shall be subject to eviction and removal, forcible or otherwise,
            with or without process of law, and all damages by reason thereof
            are hereby expressly waived.

      (l)   Abandonment of Sale. In the event a foreclosure hereunder is
            commenced by Trustee in accordance with subsection (d) hereof, at
            any time before the sale, Trustee may abandon the sale, and
            Beneficiary may then institute suit for the collection of the
            Secured Obligations and for the foreclosure of the liens and
            security interests hereof and of the Loan Documents. If Beneficiary
            should institute a suit for the collection of the Secured
            Obligations and for a foreclosure of the liens and security
            interests hereof, Beneficiary may, at any time before the entry of a
            final judgment in said suit, dismiss the same and require Trustee to
            sell the Subject Property and Collateral or any part thereof in
            accordance with the provisions of this Deed of Trust.

6.3   APPLICATION OF FORECLOSURE SALE PROCEEDS. The proceeds from any sale,
      lease, or other disposition made pursuant to Section 6.2, or the proceeds
      from the surrender of any insurance policies pursuant hereto, or any
      Payments collected by Beneficiary from the Subject Property and
      Collateral, or the reserve for impositions, if any, required by the
      provisions of this Deed of Trust or sums received pursuant to a
      condemnation or proceeds from insurance which Beneficiary elects to apply
      to the Secured Obligations, shall be applied by Trustee, or by
      Beneficiary, as the case may be, to the Secured Obligations in the
      following order and priority: (i) to the payment of all expenses of
      advertising, selling, and conveying the Subject Property and Collateral or
      part thereof, and/or prosecuting or otherwise collecting Payments,
      proceeds, premiums, or other sums including reasonable attorneys' fees and
      a reasonable fee or commission to Trustee, not to exceed five percent (5%)
      of the proceeds thereof or sums so received; (ii) to the remainder of the
      Secured Obligations; (iii) the balance, if any and to the extent
      applicable, remaining after the full and final payment, performance and
      discharge of the Secured Obligations to the holder or beneficiary of any
      inferior liens covering the Subject Property and Collateral, if any, in
      order of the priority of such inferior liens (Trustee and Beneficiary
      shall hereby be entitled to rely exclusively upon a commitment for title
      insurance issued to determine such priority); and (iv) the cash balance,
      if any, to the Grantor. The application of proceeds of sale or other
      proceeds as otherwise provided herein shall be deemed to be a payment of
      the Secured Obligations like any other payment. The balance of the Secured
      Obligations remaining unpaid, if any, shall remain fully due and owing in
      accordance with the terms of the Note or the other Loan Documents.

6.4   APPLICATION OF OTHER SUMS. All sums received by Beneficiary under Section
      6.2 or Section 3.2, less all costs and expenses incurred by Beneficiary or
      any receiver under Section 6.2 or Section 3.2, including, without
      limitation, attorneys' fees, shall be applied in payment of the Secured
      Obligations in such order as Beneficiary shall determine in its sole
      discretion; provided, however, Beneficiary shall have no liability for
      funds not actually received by Beneficiary.

6.5   NO CURE OR WAIVER. Neither Beneficiary's nor Trustee's nor any receiver's
      entry upon and taking possession of all or any part of the Subject
      Property and Collateral, nor any collection of rents, issues, profits,
      insurance proceeds, condemnation proceeds or damages, other security or
      proceeds of other security, or other sums, nor the application of any
      collected sum to any Secured Obligation, nor the exercise of or failure to
      exercise any other right or remedy by Beneficiary or Trustee or any
      receiver shall cure or waive any breach, Event of Default or notice of
      default under this Deed of Trust, or nullify the effect of any notice of
      default or sale (unless all Secured Obligations then due have been paid
      and performed and Grantor has cured all other defaults), or impair the
      status of the security, or prejudice Beneficiary or Trustee in the
      exercise of any right or remedy, or be construed as an affirmation by
      Beneficiary of any tenancy, lease or option or a subordination of the lien
      of or security interest created by this Deed of Trust.

6.6   PAYMENT OF COSTS, EXPENSES AND ATTORNEYS' FEES. Grantor agrees to pay to
      Beneficiary immediately and without demand all costs and expenses incurred
      by Trustee and Beneficiary pursuant to


DEED OF TRUST - Page 18
<PAGE>
      Section 6.2 (including, without limitation, court costs and attorneys'
      fees, whether incurred in litigation or not) with interest from the date
      of expenditure until said sums have been paid at the rate of interest then
      applicable to the principal balance of the Note as specified therein. In
      addition, Grantor shall pay to Trustee all Trustee's fees hereunder and
      shall reimburse Trustee for all expenses incurred in the administration of
      this trust, including, without limitation, any attorneys' fees.

6.7   POWER TO FILE NOTICES AND CURE EVENTS OF DEFAULT. Grantor hereby
      irrevocably appoints Beneficiary and its successors and assigns, as its
      attorney-in-fact, which agency is coupled with an interest,: (a) to
      execute and/or record, at any time when any Event of Default has occurred
      and is continuing, any notices of commencement or completion of
      construction of the Improvements, or any other notices that Beneficiary
      deems appropriate to protect Beneficiary's interest, (b) upon the issuance
      of a deed pursuant to the foreclosure of the lien of this Deed of Trust or
      the delivery of a deed in lieu of foreclosure, to execute all instruments
      of assignment or further assurance with respect to the Collateral, Leases
      and Payments in favor of the grantee of any such deed, as may be necessary
      or desirable for such purpose, (c) to prepare, execute and file or record
      financing statements, continuation statements, applications for
      registration and like papers necessary to create, perfect or preserve
      Beneficiary's security interests and rights in or to any of the
      Collateral, and (d) at any time when any Event of Default has occurred and
      is continuing, to perform any obligation of Grantor hereunder; provided,
      however, that: (i) Beneficiary as such attorney-in-fact shall only be
      accountable for such funds as are actually received by Beneficiary; and
      (ii) Beneficiary shall not be liable to Grantor or any other person or
      entity for any failure to act (whether such failure constitutes
      negligence) by Beneficiary under this Section.

                      ARTICLE 7. MISCELLANEOUS PROVISIONS

7.1   ADDITIONAL PROVISIONS. The Loan Documents grant further rights to
      Beneficiary and contain further agreements and affirmative and negative
      covenants by Grantor which apply to this Deed of Trust and to the Subject
      Property and such further rights and agreements are incorporated herein by
      this reference.

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

7.3   OBLIGATIONS OF GRANTOR, JOINT AND SEVERAL. If more than one person has
      executed this Deed of Trust as "Grantor", the obligations of all such
      persons hereunder shall be joint and several.

7.4   RECOURSE TO SEPARATE PROPERTY. Any married person who executes this Deed
      of Trust as a Grantor agrees that any money judgment which Beneficiary or
      Trustee obtains pursuant to the terms of this Deed of Trust or any other
      obligation of that married person secured by this Deed of Trust may be
      collected by execution upon that person's separate property, and any
      community property which may be executed upon or seized for satisfaction
      of such obligations under applicable law.

7.5   WAIVER OF MARSHALLING RIGHTS. Grantor, for itself and for all parties
      claiming through or under Grantor, and for all parties who may acquire a
      lien on or interest in the Subject Property and Collateral, hereby waives
      all rights to have the Subject Property and Collateral and/or any other
      property which is now or later may be security for any Secured Obligation
      ("Other Property") marshalled upon any foreclosure of the lien of this
      Deed of Trust or on a foreclosure of any other lien or security interest
      against any security for any of the Secured Obligations. Beneficiary shall
      have the right to sell, and any court in which foreclosure proceedings may
      be brought shall have the right to order a sale of, the Subject Property
      and any or all of the Collateral or Other Property as a whole or in
      separate parcels, in any order that Beneficiary may designate.

7.6   RULES OF CONSTRUCTION. When the identity of the parties or other
      circumstances make it appropriate the masculine gender includes the
      feminine and/or neuter, and the singular number includes the plural. The
      term "Subject Property" and "Collateral" means all and any part of the
      Subject Property and Collateral, respectively, and any interest in the
      Subject Property and Collateral, respectively.


DEED OF TRUST - Page 19
<PAGE>
7.7   SUCCESSORS IN INTEREST. The terms, covenants, and conditions herein
      contained shall be binding upon and inure to the benefit of the heirs,
      successors and assigns of the parties hereto; provided, however, that this
      Section 7.7 does not waive or modify the provisions of Section 6.1(d).

7.8   EXECUTION IN COUNTERPARTS. To facilitate execution, this instrument may be
      executed in as many counterparts as may be convenient or required. It
      shall not be necessary that the signature or acknowledgment of, or on
      behalf of, each party, or that the signature of all persons required to
      bind any party, or the acknowledgment of such party, appear on each
      counterpart. All counterparts shall collectively constitute a single
      instrument. It shall not be necessary in making proof of this instrument
      to produce or account for more than a single counterpart containing the
      respective signatures of, or on behalf of, and the respective
      acknowledgments of, each of the parties hereto. Any signature or
      acknowledgment page to any counterpart may be detached from such
      counterpart without impairing the legal effect of the signatures or
      acknowledgments thereon and thereafter attached to another counterpart
      identical thereto except having attached to it additional signature or
      acknowledgment pages.

7.9   GOVERNING LAW. THIS DEED OF TRUST, THE NOTE AND THE OTHER LOAN DOCUMENTS
      (EXCEPT TO THE EXTENT, AND ONLY TO THE EXTENT, SPECIFICALLY PROVIDED
      THEREIN) SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE
      STATE OF TEXAS FROM TIME TO TIME IN EFFECT (OTHER THAN THE RULES GOVERNING
      CONFLICTS OF LAWS), EXCEPT TO THE EXTENT (i) OF PROCEDURAL AND SUBSTANTIVE
      MATTERS RELATING ONLY TO THE CREATION, PERFECTION, VALIDITY, FORECLOSURE
      AND ENFORCEMENT OF RIGHTS, LIENS, SECURITY INTEREST AND REMEDIES AGAINST
      THE SUBJECT PROPERTY, WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE
      STATE IN WHICH THE SUBJECT PROPERTY IS LOCATED, AND (ii) THAT THE LAWS OF
      THE UNITED STATES OF AMERICA AND ANY RULES, REGULATIONS OR ORDERS ISSUED
      OR PROMULGATED THEREUNDER, APPLICABLE TO THE AFFAIRS AND TRANSACTIONS
      ENTERED INTO BY THE PARTIES, OTHERWISE PREEMPT TEXAS LAW OR THE LAW OF THE
      STATE IN WHICH THE SUBJECT PROPERTY IS LOCATED, IN WHICH EVENT SUCH
      FEDERAL LAW SHALL CONTROL.

7.10  INCORPORATION.  Exhibit A as attached is incorporated into this Deed
      of Trust by this reference.

7.11  NOTICES. All notices or other communications required or permitted to be
      given pursuant to this Deed of Trust shall be in writing and shall be
      given in accordance with the provisions of the Loan Agreement.

7.12  INTEREST PROVISIONS. It is the intention of the parties to comply strictly
      with applicable usury laws. Accordingly, notwithstanding any provision to
      the contrary in the Loan Documents, in no event shall any Loan Documents
      require the payment or permit the payment, taking, reserving, receiving,
      collection or charging of any sums constituting interest under applicable
      laws that exceed the maximum amount permitted by such laws, as the same
      may be amended or modified from time to time (the "Maximum Rate"). If any
      such excess interest is called for, contracted for, charged, taken,
      reserved or received in connection with any Loan Documents, or in any
      communication by or any other person to Grantor or any other person, or in
      the event that all or part of the principal or interest hereof or thereof
      shall be prepaid or accelerated, so that under any of such circumstances
      or under any other circumstance whatsoever the amount of interest
      contracted for, charged, taken, reserved or received on the amount of
      principal actually outstanding from time to time under the Loan Documents
      shall exceed the Maximum Rate, then in such event it is agreed that: (i)
      the provisions of this paragraph shall govern and control; (ii) neither
      Grantor nor any other person or entity now or hereafter liable for the
      payment of any Loan Documents shall be obligated to pay the amount of such
      interest to the extent it is in excess of the Maximum Rate; (iii) any such
      excess interest which is or has been received by Beneficiary,
      notwithstanding this paragraph, shall be credited against the then unpaid
      principal balance hereof or thereof, or if any of the Loan Documents has
      been or would be paid in full by such credit, refunded to Grantor; and
      (iv) the provisions of each of the Loan Documents, and any other
      communication to Grantor, shall immediately be deemed reformed and such
      excess interest reduced, without the necessity of executing any other
      document, to the Maximum Rate. The right to accelerate the maturity of the
      Loan Documents does not include the right to accelerate, collect or charge
      unearned interest, but only such interest that has otherwise accrued as of
      the date of acceleration. Without limiting the foregoing, all calculations
      of the rate of interest contracted for, charged,


DEED OF TRUST - Page 20
<PAGE>
      taken, reserved or received in connection with any of the Loan Documents
      which are made for the purpose of determining whether such rate exceeds
      the Maximum Rate shall be made to the extent permitted by applicable laws
      by amortizing, prorating, allocating and spreading during the period of
      the full term of such Loan Documents, including all prior and subsequent
      renewals and extensions hereof or thereof, all interest at any time
      contracted for, charged, taken, reserved or received by Beneficiary. The
      terms of this paragraph shall be deemed to be incorporated into each of
      the other Loan Documents. To the extent that either Chapter 303 or 306, or
      both, of the Texas Finance Code apply in determining the Maximum Rate,
      Beneficiary hereby elects to determine the applicable rate ceiling by
      using the weekly ceiling from time to time in effect, subject to
      Beneficiary's right subsequently to change such method in accordance with
      applicable law, as the same may be amended or modified from time to time.

7.13  DEFICIENCY.

      (a)   In the event an interest in any of the Subject Property and
            Collateral is foreclosed upon pursuant to a judicial or nonjudicial
            foreclosure sale, Grantor agrees as follows. Notwithstanding the
            provisions of Sections 51.003, 51.004, and 51.005 of the Texas
            Property Code (as the same may be amended from time to time), and to
            the extent permitted by law, Grantor agrees that Beneficiary shall
            be entitled to seek a deficiency judgment from Grantor and any other
            party obligated on the Note equal to the difference between the
            amount owing on the Note and the amount for which the Subject
            Property and Collateral was sold pursuant to judicial or nonjudicial
            foreclosure sale. Grantor expressly recognizes that this section
            constitutes a waiver of the above-cited provisions of the Texas
            Property Code which would otherwise permit Grantor and other persons
            against whom recovery of deficiencies is sought or any guarantor
            independently (even absent the initiation of deficiency proceedings
            against them) to present competent evidence of the fair market value
            of the Subject Property and Collateral as of the date of the
            foreclosure sale and offset against any deficiency the amount by
            which the foreclosure sale price is determined to be less than such
            fair market value. Grantor further recognizes and agrees that this
            waiver creates an irrebuttable presumption that the foreclosure sale
            price is equal to the fair market value of the Subject Property and
            Collateral for purposes of calculating deficiencies owed by Grantor,
            any guarantor, and others against whom recovery of a deficiency is
            sought.

      (b)   Alternatively, in the event the waiver provided for in subsection
            (a) above is determined by a court of competent jurisdiction to be
            unenforceable, the following shall be the basis for the finder of
            fact's determination of the fair market value of the Subject
            Property and Collateral as of the date of the foreclosure sale in
            proceedings governed by Sections 51.003, 51.004 and 51.005 of the
            Texas Property Code (as amended from time to time): (i) the Subject
            Property and Collateral shall be valued in an "as is" condition as
            of the date of the foreclosure sale, without any assumption or
            expectation that the Subject Property and Collateral will be
            repaired or improved in any manner before a resale of the Subject
            Property and Collateral after foreclosure; (ii) the valuation shall
            be based upon an assumption that the foreclosure purchaser desires a
            resale of the Subject Property and Collateral for cash promptly (but
            no later than twelve (12) months) following the foreclosure sale;
            (iii) all reasonable closing costs customarily borne by the seller
            in commercial real estate transactions should be deducted from the
            gross fair market value of the Subject Property and Collateral,
            including, without limitation, brokerage commissions, title
            insurance, a survey of the Subject Property, tax prorations,
            attorneys' fees, and marketing costs; (iv) the gross fair market
            value of the Subject Property and Collateral shall be further
            discounted to account for any estimated holding costs associated
            with maintaining the Subject Property and Collateral pending sale,
            including, without limitation, utilities expenses, property
            management fees, taxes and assessments (to the extent not accounted
            for in (iii) above), and other maintenance, operational and
            ownership expenses; and (v) any expert opinion testimony given or
            considered in connection with a determination of the fair market
            value of the Subject Property and Collateral must be given by
            persons having at least five (5) years experience in appraising
            property similar to the Subject Property and Collateral and who have
            conducted and prepared a complete written appraisal of the Subject
            Property and Collateral taking into consideration the factors set
            forth above.


DEED OF TRUST - Page 21
<PAGE>
7.14  ENTIRE AGREEMENT; AMENDMENT. THIS DEED OF TRUST AND THE OTHER LOAN
      DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
      SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
      UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER
      HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
      PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF
      THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
      The provisions of this Deed of Trust and the Loan Documents may be amended
      or waived only by an instrument in writing signed by the Grantor and
      Beneficiary.


DEED OF TRUST - Page 22
<PAGE>
      IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the day
and year set forth above.

                                    "GRANTOR"

                                    INTERVOICE, INC.,
                                    a Texas corporation

                                    By:
                                       ----------------------------------------
                                       Craig E. Holmes, Executive Vice President
                                       and Chief Financial Officer

STATE OF TEXAS               |
                             |
COUNTY OF                    |
          -----------------

      This instrument was ACKNOWLEDGED before me on June       , 2004, by Craig
E. Holmes, the Executive Vice President and Chief Financial Officer of
INTERVOICE, INC., a Texas corporation, on behalf of said corporation.


[S E A L]
                                    -------------------------------------------
                                    Notary Public - State of Texas

My Commission Expires:


                                    -------------------------------------------
                                    Printed Name of Notary Public
-----------------------------

DEED OF TRUST - Page S-1
<PAGE>
                                    EXHIBIT A

                         DESCRIPTION OF SUBJECT PROPERTY






SCHEDULE 1 - Solo Page


</TEXT>
</DOCUMENT>
