NU SKIN ENTERPRISES INC
EXHIBIT 10.3 JOE CHANG DEED OF TRUST
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>trustdeed-chang.htm
<DESCRIPTION>EXHIBIT 10.3 JOE CHANG DEED OF TRUST
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.3 Joe Chang Deed of Trust</TITLE>
</HEAD>
<BODY>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>
WHEN RECORDED, PLEASE RETURN TO</U>:</FONT></P>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>D. Matthew Dorny<BR>
Nu Skin Enterprises, Inc.<BR>
75 West Center Street<BR>
Provo, Utah 84601</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
UTAH DEED OF TRUST</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;THIS
TRUST DEED (this &#147;<U>Trust Deed</U>&#148;) is executed as of the 5th
day of July, 2001, by JOSEPH Y. CHANG and WAN PING CHANG (collectively, the
&#147;<U>Trustors</U>&#148;), in favor of METRO NATIONAL TITLE
(&#147;<U>Trustee</U>&#148;), and NU SKIN ENTERPRISES, INC., a Delaware
corporation (&#147;<U>Beneficiary</U>&#148;), whose address is 75 West Center
Street, Provo, Utah 84601. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;FOR
good and valuable consideration, and in order to secure for the benefit of
Beneficiary the following obligations (collectively, the
&#147;<U>Obligations</U>&#148;):&#160;(i) the timely payment and performance of
the obligations of Trustor under this Trust Deed, under the promissory note (the
&#147;<U>Note</U>&#148;) of even date with this Trust Deed, executed by
Trustors, as maker, in favor of Beneficiary, as payee, in the principal amount
of Five Hundred Thousand Dollars ($<U>500,000.00</U>), payable with interest as
set forth in the Note, and under any other instruments given to further evidence
or secure such obligations, <U>as this Trust Deed, the Note or such other
instruments may be extended, renewed, modified, amended or replaced from time to
time</U>; and (ii) the payment of any loans or advances made after the date of
this Trust Deed for any purpose by Beneficiary to Trustors, </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;TRUSTORS
CONVEY, WARRANT AND TRANSFER TO TRUSTEE, IN TRUST, WITH POWER OF SALE, the
following: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The
land (the &#147;<U>Land</U>&#148;) located in Salt Lake County, Utah, more
particularly described as follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Parcel 1:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;All
of Lot 747, contained within PEPPERWOOD PHASE 7B, as said Lot is identified in
the Plat of said Development, recorded in Salt Lake County, Utah, as Entry No.
5739632, in Book 94-2, at Page 43, and in the Declaration of Covenants,
Conditions and Restrictions, recorded in Salt Lake County, Utah, on February 15,
1994, as Entry No. 5739633, in Book 6873, at Page 663. TOGETHER WITH a right and
easement of use and enjoyment in and to the Common Areas described, and as
provided for, in said Declaration of Covenants, Conditions, and Restrictions,
which include, without limitation, an easement for vehicular ingress and egress
over and across said Common Areas to and from said Lot and Pepperwood Drive, a
physically open and legally dedicated public street, </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>which Parcel 1 has the
address of 7 South Courtside Lane, Sandy, Utah 84092.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Parcel 1A:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;TOGETHER
WITH a perpetual right of way to use and enjoy those portions of PEPPERWOOD
SUBDIVISION, any and all Phases, which are identified and will be identified as
Lot &#147;A&#148;, being the streets within the subdivision. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;TOGETHER
WITH all buildings, structures and other improvements on or after the date of
this Trust Deed located on the Land (collectively, the
&#147;<U>Improvements</U>&#148;), and all air and water rights, water stock,
rights-of-way, easements, tenements, hereditaments, possessory rights, claims
(including mining claims), privileges, appurtenances and fixtures belonging to,
or used or enjoyed with, all or any part of the Land, including, without
limitation, all right, title and interest of Trustors, now owned or acquired
after the date of this Trust Deed. The Land, the Improvements and all of the
foregoing are collectively referred to in this Trust Deed as the
&#147;Property.&#148; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;TRUSTORS AGREE WITH TRUSTEE AND BENEFICIARY AS FOLLOWS:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Obligations; Certain Proceedings</U>.&#160; Trustors shall timely pay and
perform the Obligations and all obligations under any other encumbrance or lien
on the Property. Trustors shall maintain this Trust Deed as a valid lien on, and
security interest in, the Property of equal priority to that created by this
Trust Deed, shall preserve and protect Trustors&#146; interests in the Property
and the interests of Trustee and Beneficiary under this Trust Deed, and shall
appear in and defend any action or proceeding which may affect the Property or
the obligations of Trustors or the interests of Trustee or Beneficiary under
this Trust Deed.&#160; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Maintenance and Use</U>.&#160; Trustors shall occupy, establish and use the
Property as Trustors&#146; principal residence within sixty days after this
execution of this Trust Deed. Trustors shall (a) maintain the Property in good
condition and repair, (b) comply with all laws, ordinances, rules, regulations,
covenants, conditions and restrictions relating to the Property, (c) not permit
nuisances to exist or commit or permit waste in or on the Property, (d) promptly
complete in a good and workmanlike manner any Improvements which may be
constructed, and promptly restore and repair in like manner any Improvements
which may be damaged or destroyed, (e) preserve and extend all rights, licenses
and permits (including, without limitation, zoning variances, special
exceptions, special permits and non-conforming uses) which are applicable to the
Property, and (f) immediately on discovery, clean up all hazardous substances,
hazardous wastes, pollutants and contaminants located on the Property. Trustors
shall do or refrain from doing any act which, from the character or use of the
Property, is reasonably necessary to protect and preserve the fair market value
of the Property, any specific enumerations in this Trust Deed not limiting such
general obligation. Trustors shall indemnify, defend and hold harmless Trustee
and Beneficiary from and against all liabilities, claims, losses, damages, costs
and expenses (including, without limitation, cleanup costs and attorneys&#146;
fees) directly or indirectly arising out of, related to or connected with any
hazardous substances, hazardous wastes, pollutants or contaminants located on
the Property. The liability of Trustors under the indemnity set forth in the
preceding sentence shall arise on the discovery of an unacceptable environmental
condition and shall survive the exercise of the power of sale, foreclosure of
this Trust Deed as a mortgage or any other event. (As used in this Trust Deed,
the terms <U>&#147;hazardous substances</U>,&#148; &#147;<U>hazardous
wastes</U>,&#148; &#147;<U>pollutants</U>&#148; and
&#147;<U>contaminants</U>&#148; mean any substances, wastes, pollutants or
contaminants included within those respective terms under any law, ordinance,
rule or regulation, whether now existing or enacted or amended after the date of
this Trust Deed.) </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Development</U>.&#160; Without Beneficiary&#146;s prior written consent,
Trustors shall not do any of the following: (a) make any material change to the
Property or to the use of the Property; (c) initiate or support any zoning
reclassification of the Property, seek any variance under existing zoning
ordinances applicable to the Property or use or permit the use of the Property
in a manner which would be a nonconforming use under applicable zoning
ordinances; (d) impose any covenants, conditions, restrictions, easements or
rights-of-way on the Property, execute or file any subdivision plat affecting
the Property or consent to the annexation of the Property to any municipality;
or (e) permit the Property to be used by any person in such manner as might make
possible a claim of adverse usage or possession or of implied dedication or
easement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Payment of Certain Impositions</U>.&#160; Trustors shall pay when due all
taxes, assessments and charges relating to or levied against the Property,
including, without limitation, real and personal property taxes, general and
special assessments, utility charges, mechanics&#146; and materialmen&#146;s
charges, and charges arising from any covenants, conditions or restrictions
relating to the Property.&#160; Trustors shall also pay to Beneficiary the
amount of all taxes, assessments and charges which may be levied by any
governmental authority on this Trust Deed, the Obligations or Beneficiary by
reason of the interest of Beneficiary under this Trust Deed.&#160; Upon the
request of Beneficiary, Trustors shall deliver to Beneficiary official receipts
of the appropriate taxing or other authority or other proof satisfactory to
Beneficiary within ten (10) days after the date any such taxes, assessments or
charges are due and payable, evidencing the payment of such taxes, assessments
or charges.&#160; Trustors may contest in good faith the validity of any
mechanic&#146;s or materialman&#146;s lien.&#160; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Insurance</U>.&#160; Trustors shall maintain insurance policies
(collectively, the &#147;<U>Policies</U>&#148;) with respect to the Property, in
amounts and forms and with deductibles acceptable to Beneficiary, providing
hazard insurance insuring against fire, extended coverage risks and such other
risks as Beneficiary may require, including, without limitation, the risk of
damage caused by earthquake and flooding, with replacement cost coverage and
agreed value endorsement. The hazard insurance policy shall contain a standard
lender&#146;s loss payable endorsement, in favor of and in a form acceptable to
Beneficiary.&#160; Beneficiary shall be named as an additional insured under the
liability insurance policy, and such insurance shall be primary and
non-contributing in the event of loss with any other insurance Beneficiary may
carry.&#160; The insurers concerned shall agree that the coverage under the
Policies will not be modified or canceled unless at least thirty (30) days
advance written notice of the proposed modification or cancellation has been
given to Beneficiary.&#160; Beneficiary may review the Policies from time to
time and require that the same be modified so as to protect Beneficiary&#146;s
interests.&#160; Such insurance shall be carried with companies approved by
Beneficiary. Trustors shall deliver to Beneficiary (at the option of
Beneficiary) either the originals of the Policies or certificates duly executed
by the insurers evidencing such insurance coverage.&#160; All renewal and
replacement policies must be delivered to Beneficiary at least fifteen (15) days
before the expiration of the old policies.&#160; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Reserve</U>.&#160; On written notice by Beneficiary to Trustors, Trustors
shall pay to Beneficiary on the first day of each month an amount equal to
one-twelfth (1/12) of all taxes, assessments and insurance premiums required to
be paid under this Trust Deed by Trustors, in such manner as to provide
Beneficiary with sufficient funds to pay such taxes, assessments and premiums at
least thirty (30) days prior to their respective due dates.&#160; Such funds may
be commingled with other funds of Beneficiary, shall not bear interest and shall
periodically be used by Beneficiary for the payment of such taxes, assessments
and premiums.&#160; Nothing contained in this Trust Deed shall cause Beneficiary
to be deemed a trustee of such funds or to be obligated to pay any amounts in
excess of such funds.&#160; If such funds are insufficient to pay all of such
taxes, assessments and premiums, Trustors shall immediately pay the deficiency
to Beneficiary. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Condemnation or Damage</U>.&#160; Trustors shall immediately give written
notice to Beneficiary of the institution of any proceedings for the taking of
the Property or of the occurrence of any damage to the Property, and Beneficiary
shall receive all compensation, awards and insurance and other proceeds
(collectively, the <U>&#147;Proceeds</U>&#148;) distributed in connection with
such taking or damage.&#160; Each person concerned is authorized and directed to
make payments for such taking or damage directly to Beneficiary, instead of to
Beneficiary and Trustors jointly.&#160; Beneficiary may, but shall not be
obligated to, commence, appear in and prosecute in its own name any action or
proceeding and make any compromise or settlement in connection with such taking
or damage.&#160; After deducting from the Proceeds all costs and expenses
(including attorneys&#146; fees) incurred by Beneficiary in connection with such
action, proceeding, compromise or settlement, Beneficiary may use the Proceeds
to reduce the Obligations (whether or not then due) or to restore or repair the
Property damaged.&#160; If Beneficiary determines to use the Proceeds for
restoration and repair of the Property, the Proceeds shall be made available to
Trustors for use in restoring or repairing the Property in accordance with plans
and specifications and construction arrangements approved by Beneficiary.&#160;
Beneficiary or its nominee shall hold the Proceeds and from time to time shall,
on compliance with such conditions or requirements as may be imposed by
Beneficiary, disburse portions of the Proceeds to Trustors or to those entitled
to the Proceeds as progress is made on such restoration and repair.&#160; If any
of the Proceeds remain after the entire costs of such restoration and repair
have been paid, Beneficiary may use such remaining Proceeds to reduce the
Obligations (whether or not then due) or may remit the same to Trustors.&#160;
 </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Assignment of Leases and Rents</U>.&#160; In the event Beneficiary consents
to Trustors leasing or renting the Property in the future, Trustors absolutely,
irrevocably and unconditionally assign to Beneficiary all future leases,
subleases and rental agreements covering the Property (collectively, the
&#147;<U>Leases</U>&#148;), and all rents, issues, profits and income (including
security deposits) arising from the Property (collectively, the
<U>&#147;Rents</U>&#148;), together with the right, power and authority to
enforce the Leases, collect the Rents and apply the Rents to any of the
Obligations.&#160; Notwithstanding anything contained in this Trust Deed to the
contrary, the assignment set forth in the preceding sentence is an absolute,
irrevocable and unconditional present assignment from Trustors to Beneficiary
and not merely the passing of a security interest.&#160; Trustors may, on behalf
of Beneficiary, enforce the Leases and collect the Rents (but not more than one
(1) month in advance) at any time a default does not exist under this Trust Deed
and an event or condition does not exist which with the giving of notice or
lapse of time or both would result in a default under this Trust Deed. Trustors
shall hold the Rents so collected in trust for Beneficiary and shall use so much
of the Rents as is required for the satisfaction of the Obligations. On the
occurrence of a default under this Trust Deed or an event or condition which
with the giving of notice or lapse of time or both would result in a default
under this Trust Deed, the right of Trustors to enforce the Leases and collect
the Rents shall automatically terminate, and Trustors shall immediately pay to
Beneficiary all of the Rents then held by Trustors. All tenants, lessees and
other persons having any obligation to make any payment in connection with the
Property are authorized and directed to make such payment directly to
Beneficiary on the demand of Beneficiary. The receipt by Beneficiary of such
payment shall be a good and sufficient discharge of the obligation of the
tenant, lessee or other person concerned to make the payment connected with the
amount so received by Beneficiary. Nothing contained in this Paragraph shall be
construed to make Beneficiary a mortgagee in possession or make Beneficiary
responsible for any matters relating to the Property or the Leases. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Transfers and Encumbrances</U>.&#160; Without the prior written consent of
Beneficiary, which may be withheld by Beneficiary in its sole discretion,
Trustors shall not, directly or indirectly, do any of the following:&#160;(a)
sell, convey, assign or transfer the Property, the Leases or the Rents, or
contract to do so, voluntarily, involuntarily or by operation of law; or (b)
lease, rent or otherwise surrender possession of the Property, or contract to do
so, voluntarily, involuntarily, or by operation of law.&#160; Beneficiary&#146;s
consent to one or more of such transactions shall not be a waiver of the right
to require such consent with respect to any subsequent or successive
transactions.&#160; Such consent of Beneficiary may be conditioned on
satisfaction of such requirements as Beneficiary may impose.&#160; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Mortgagee Title Insurance</U>.  At the request of Beneficiary, Trustors shall provide to
Beneficiary a policy of title insurance insuring the lien of this Trust Deed, in
form and amount, and issued by a company, acceptable to Beneficiary.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Representations and Warranties</U>.&#160; Trustors covenant with, and
represent and warrant to, Trustee and Beneficiary that all of the following
statements are true as of the date of this Trust Deed and will remain true: (a)
Trustors are lawfully seized of indefeasible fee simple marketable title to the
Property; (b) this Trust Deed has been duly executed by Trustors, and the
Property has been duly conveyed to Trustee under this Trust Deed; (c) the
Property is free and clear of all liens, encumbrances and interests of third
parties not approved in writing by Beneficiary; (d) Trustors will defend title
to the Property against all claims and demands; (e) all of the Personal Property
has been paid for in full, is owned solely by Trustors and is not used and was
not bought for personal, family or household purposes; and (f) all obligations
incurred by Trustors in connection with or which relate to the Property are
current and without default. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Default</U>.&#160; Trustors shall be in default under this Trust Deed on the
occurrence of any of the following:&#160;(a) Trustors fail to timely pay or
perform any of the Obligations; (b) an event of default occurs under any lien or
encumbrance affecting the Property; (c) Trustors or any guarantor of the
Obligations (i) files a voluntary petition in bankruptcy or files a petition or
answer seeking or acquiescing in a reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future law or regulation relating to bankruptcy, insolvency or other relief for
debtors, (ii) consents to or acquiesces in the appointment of a trustee,
receiver or liquidator of Trustors or such guarantor, the Property or the Rents,
(iii) makes a general assignment for the benefit of creditors, or (iv) admits in
writing its inability to pay its debts generally as they become due; (d) a court
of competent jurisdiction enters an order, judgment or decree approving a
petition filed against Trustors or such guarantor seeking a reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future law or regulation relating to bankruptcy,
insolvency or other relief for debtors; (e) a trustee, receiver or liquidator of
Trustors, such guarantor, the Property or the Rents is appointed without the
consent or acquiescence of Trustors or such guarantor; (f) a writ of execution,
attachment or similar process is issued or levied against the Property or the
Rents or a judgment involving monetary damages is entered against Trustors which
becomes a lien on the Property or the Rents; (g) any representation or warranty
contained in this Trust Deed or in any other instrument executed by Trustors is
or becomes untrue; or (h) a change occurs in the condition or affairs (financial
or otherwise) of Trustors or such guarantor which materially impairs
Beneficiary&#146;s security or increases its risks.&#160; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Remedies</U>.&#160; On a default under this Trust Deed, Trustee or
Beneficiary may (but is not obligated to) do any one or more of the following:
(a) without notice or demand on Trustors and without releasing Trustors from any
of the Obligations, pay or perform a portion or all of the Obligations that
Trustors have failed to pay or perform, and Trustors shall immediately reimburse
Trustee and Beneficiary for all costs and expenses (including attorneys&#146;
fees) incurred in connection with such payment or performance, with interest on
such costs and expenses at fifteen percent (15%) per annum (the &#147;<U>Default
Rate</U>&#148;), both before and after judgment; (b) declare all of the
Obligations immediately due and payable and charge interest on the Obligations
then outstanding at the Default Rate, both before and after judgment; (c)
exercise the power of sale under applicable law; (d) foreclose this Trust Deed
in the manner provided by law for the foreclosure of mortgages on real property;
(e) exercise all of the rights and remedies of a secured party under the UCC
(whether now existing or created after the date of this Trust Deed); (f) take
possession or appoint a receiver to take possession of and (without liability or
obligation) (i) hold, occupy, operate, use, maintain, repair and conserve the
value of the Property, (ii) make, modify, enforce and terminate the Leases,
(iii) collect the Rents and (after deducting from the Rents maintenance and
operating expenses, including reasonable management fees) apply the same to the
Obligations, and (iv) exercise such other powers as may be fixed by the court;
(g) offset the Obligations against any amounts owed by Beneficiary to Trustors
and apply toward the Obligations all funds of Trustors which Beneficiary may
have in its possession or under its control; (h) if permitted by applicable law,
sue on the Note; or (i) exercise any other rights and remedies available at law
or in equity.&#160; A receiver appointed pursuant to this Paragraph may be
appointed without notice to Trustors, and without regard to whether the Property
is in danger of being lost, removed or materially injured, whether the Property
or any other security is sufficient to discharge the Obligations or whether
Beneficiary forecloses this Trust Deed judicially or nonjudicially, it being the
intention of Trustors to authorize the appointment of a receiver when Trustors
are in default under this Trust Deed and Beneficiary has requested the
appointment of a receiver.&#160; Trustors consent to the appointment of the
particular person (including an officer, director, partner or employee, as the
case may be, of Beneficiary) designated by Beneficiary as &#147;receiver&#148;
and waive any right to suggest or nominate any person as receiver in opposition
to the person designated by Beneficiary.&#160; Neither the entering on and
taking possession of the Property nor the collection and application of the
Rents as aforesaid shall cure or waive any default or notice of default under
this Trust Deed, invalidate any act done pursuant to such notice of default or
operate to postpone or suspend any of the Obligations.&#160; No remedy provided
in this Trust Deed shall be exclusive of any other remedy at law or in equity
(whether now existing or created after the date of this Trust Deed), and all
remedies under this Trust Deed may be exercised concurrently, independently or
successively from time to time. The failure on the part of Trustee or
Beneficiary to promptly enforce any right under this Trust Deed shall not
operate as a waiver of such right, and the waiver of any default shall not
constitute a waiver of any subsequent or other default. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Power of Sale; Foreclosure</U>.&#160; The procedures relating to the exercise
of the power of sale or foreclosure of this Trust Deed as a mortgage shall be
governed by then existing law, or to the extent such procedures are not covered
by then existing law, by law existing as of the date of this Trust Deed.&#160;
Following foreclosure of this Trust Deed as a mortgage, the purchaser at the
sale held pursuant to judicial decree shall be entitled to possession of the
Property during any period of redemption.&#160; If a deficiency remains after
application of the proceeds of sale following default under this Trust Deed
(whether such sale is held pursuant to the exercise of the power of sale or
judicial decree), Trustors shall pay the same to Beneficiary immediately on
determination of the amount of such deficiency.&#160; Such deficiency shall bear
interest at the Default Rate, both before and after judgment. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Security Agreement; Fixture Filing</U>.&#160; This Trust Deed constitutes a
security agreement with respect to all personal property and fixtures in which
Beneficiary is granted a security interest under this Trust Deed, and
Beneficiary shall have all of the rights and remedies of a secured party under
the UCC (whether now existing or created after the date of this Trust Deed), as
well as any other rights and remedies available at law or in equity. This Trust
Deed, with Trustors, as debtor, and Beneficiary, as secured party, also
constitutes a fixture filing with respect to any part of the Property which is
or may become a fixture. The record owners of the Property are the Trustors.
Beneficiary is not a seller or purchase money lender of the Personal Property.
Trustors shall immediately notify Beneficiary if the name or identity of
Trustors are changed, or if the address of Trustors is changed to an address
different from the address for Trustors set forth in the first paragraph of this
Trust Deed. With respect to any instrument or chattel paper covered by this
Trust Deed, neither Trustee nor Beneficiary need take any steps to preserve
rights against prior parties. A carbon, photographic or other reproduction of a
financing statement is sufficient as a financing statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Waiver</U>.&#160; Trustors waive, to the fullest extent permitted by law, any
right (a) to obtain a partial release of the Property from the lien of this
Trust Deed by paying less than all of the Obligations, (b) to partially redeem
the Property by paying less than the amount necessary to effect redemption in
full, (c) to have the Property or any other property securing the Note
marshalled on the foreclosure of the lien of this Trust Deed, and agrees that
any court having jurisdiction to foreclose such lien may order the Property and
such other property sold as an entirety, (d) to direct the order of the sale of
the Property or any other property securing the Note, and agrees that
Beneficiary may exhaust the security given for the Note in any order, and (e)
relating to procedural or substantive limitations on the recovery of any
deficiency, such as those set forth in Section 57-1-32 of the Utah Code Ann.
(1953), as amended, including, without limitation, any requirement that Trustee
or Beneficiary establish a deficiency in connection with the indebtedness
secured by this Trust Deed prior to the time that all of the security given for
payment of the Note has been exhausted.&#160; Trustors further waive and
relinquish all exemptions and homestead rights which may exist with respect to
the Property, and agrees not to file a declaration of homestead with respect to
the Property. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Expenses and Fees</U>.&#160; Trustors shall pay all costs, expenses and fees
(including, without limitation, trustee&#146;s and attorneys&#146; fees) which
are incurred by Trustee or Beneficiary in connection with the Obligations, this
Trust Deed, the servicing of the indebtedness secured by this Trust Deed and the
enforcement or protection of the rights and interests of Trustee or Beneficiary
under this Trust Deed, including, without limitation, the monitoring of any
insolvency or bankruptcy proceedings, with interest on such costs, expenses and
fees at the Default Rate, both before and after judgment. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Further Assurances</U>.&#160; Trustors shall at any time and from time to
time, on request of Beneficiary, take or cause to be taken any action, and
execute, acknowledge, deliver or record any further instruments, which
Beneficiary deems necessary or appropriate to carry out the purposes of this
Trust Deed and to perfect and preserve the lien and security interest intended
to be created and preserved in the Property. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;&nbsp;&nbsp;<U>Request  for  Notices</U>.
Trustors  request  that a copy of any notice of default and a copy of any notice
of sale under this Trust Deed be mailed to  Trustors  at the address of Trustors
set forth in the first paragraph of this Trust Deed.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Miscellaneous</U>.&#160; Time is of the essence of this Trust Deed.&#160;
This Trust Deed shall be binding on Trustors and shall inure to the benefit of
Trustee and Beneficiary and their respective successors and assigns. The
liability of each person executing this Trust Deed as Trustors shall be joint
and several.&#160; The invalidity or unenforceability of any provision of this
Trust Deed shall in no way affect the validity or enforceability of any other
provision.&#160; This Trust Deed shall be governed by and construed in
accordance with the laws of the State of Utah. Paragraph captions and defined
terms in this Trust Deed are for convenience of reference only and shall not
affect the construction of any provision of this Trust Deed.&#160; All pronouns
shall be deemed to refer to the masculine, feminine or neuter or singular or
plural, as the identity of the parties may require. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;BY SIGNING BELOW, TRUSTORS accept and agree to the terms
and  covenants  contained  in this Trust Deed and in any  rider(s)  executed  by
Trustors and recorded with it. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <U>TRUSTORS</U>:<BR><BR>

/s/ Joseph Y. Chang<BR>
Joseph Y. Chang<BR>
<BR>
/s/ Wan Ping Chang<BR>
Wan Ping Chang</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>STATE OF UTAH&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                       )<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                            ) ss:<BR>
COUNTY OF SALT LAKE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;


                 )</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;On
this 5th day of July, 2001, personally appeared before me, Joseph Y. Chang
and Wan Ping Chang, the signers of the above instrument, who duly acknowledged
to me that they executed the same. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
___________________________________&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 My Commission expires:______________________<BR>
Notary Public</FONT></P>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                           REQUEST FOR RECONVEYANCE</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To Trustee:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The  undersigned  is the  holder  to the  note or  notes
secured  by this  Trust  Deed.  Said  note or  notes,  together  with all  other
indebtedness  secured by this Trust Deed, have been paid in full. You are hereby
directed to cancel said note or notes and this Trust Deed,  which are  delivered
hereby,  and to reconvey,  without  warranty,  all of the estate now held by you
under  this  Trust  Deed to the  person or  persons  legally  entitled  thereto.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dated:___________________
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
______________________________________<BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:____________________________________<BR>

Mail Reconveyance to:_____________________________________________________________________<BR>

_____________________________________________________________________________________</FONT></P>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
