MATERIAL CONTRACTS

 PART IV

                              ITEM 14. PARAGRAPH 3

                            EXHIBIT TABLE: SECTION 10

                               MATERIAL CONTRACTS

                                  EXHIBIT 3(a)

                          PURCHASE AND SALES AGREEMENT

THIS  PURCHASE  AND  AGREEMENT  ("Agreement")  is made and entered into in June,
1996,  by and between Stark Street  Athletic  Club,  Inc. an Oregon  corporation
located  at 14513  S.E.  Stark  Street,  Portland,  Oregon,  97233,  hereinafter
referred to as Seller ("Seller");  and HealthTech  International,  Inc. a Nevada
corporation,  located at 1237 S. Val Vista Drive,  Mesa,  Arizona,  85204 or its
assignee,  hereinafter referred to as Buyer ("Buyer").  Collectively, the Seller
and Buyer herein referred to as Parties.

                                   WITNESSETH

RECITALS

WHEREAS,  Seller  owns all  interest,  rights  and title to the  assets of Stark
Street  Athletic  Club  ("Assets")  which  include,  but are not  limited to the
following:

                 A.  approximately  17,000  square feet of improved  real estate
                 property located on approximately one (1) acre located at 14513
                 S.E. Stark Street,  Portland,  Oregon,  97233 ("Real Property")
                 legal  description  attached  hereto as Exhibit "A",  currently
                 operated as a health club known as Stark Street  Athletic  Club
                 (the "Club"),  which includes facilities for fitness,  strength
                 conditioning, aerobics, racquetball,. tanning and child care

                 B.     all  improvement   and  fixtures  now  or  hereafter
                 attached  to  the  Real  Property  and  used in connection with
                 the operation or occupancy of  the  Club (inventory description
                 and list attached hereto as Exhibit "B", and.....

                 C.     and all the Seller's tangible and intangible personal
                 property located on or used in connection with the operation or
                 occupancy of the Club, the Building and/or the above referenced
                 inventory (list of such property is attached hereto as Exhibit
                 "C" , and .....

                 D.     membership contracts for approximately 900 current dues
                 paying members of the Club, and...

                 E.  the right to receive payments for the membership dues from
                 approximately 900 current dues paying Club members, and...

                 F.     all outstanding accounts receivable, and....

                 G.     all licenses, permits and rights of any kind currently
                 owned by the Club or related to Club operations as defined and
                 described in Exhibit "D" attached hereto, and...

                 H. all records and files which document the operations of the
                 Club to include but not limited to  operating, maintenance and
                 utilities  records, copies of all  membership  contracts  with
                 names, addresses, initiation and expiration dates, membership
                 payment records and all other day to day records of the Club.

PURCHASE AND SALE AGREEMENT
HEALTHTECH/STARK STREET
JUNE, 1996

WHEREAS,  Seller  desires to sell and Buyer  desires to acquire  all  interests,
rights and title to the Assets currently held by the Stark Street Athletic Club,
Inc.

NOW, THEREFORE,  for the valuable consideration the receipt of which property is
hereby acknowledged and in consideration of mutual promises, representations and
warrants contained herein, the parties do hereby agree as follows:

1.   Acquisition Price.   The acquisition price shall be Four Hundred Sixty Five
Thousand Three Hundred Dollars ($465,300) and other considerations payable as
follows:

              .1 assumption of the amount of the current first mortgage and note
obligations   ("Mortgage")   of  Stark   Street   Athletic   Club  which  totals
approximately  Four  Hundred  and One  Thousand  Dollars  ($401,000),  copies of
mortgage and note attached hereto as Exhibit "E", and...

              .2  assumption  of the amount of the balance  due on payments  for
Nautilus  equipment  which is  approximately  Thirty Two  Thousand  Nine Hundred
Dollars ($32,900), copy of loan agreement attached hereto as Exhibit "F", and...

              .3 assumption  of the lease  payments for two (2) tread mills such
payments totaling  approximately Eleven Thousand Four Hundred Dollars ($11,400),
copy of lease agreement attached hereto as Exhibit "G", and...

              .4 assumption of the amount of the balance of the Promissory  note
due and  payable  to Newman  which is Twenty  Thousand  Dollars  ($20,000)  plus
accrued interest, copy of note attached hereto as Exhibit "H", and...

              .5  As further  consideration  Buyer shall issue Sixty Three
Thousand Two Hundred Sixty Seven(63,267) Units of HealthTech International, Inc.
("Units").

 2. Units.  Each unit shall consist of  One (1) common share and One (1) warrant
of HealthTech International, Inc.

The Units will be issued in a non -public offering  pursuant to Section 4 (2) of
the Security Act of 1933, as amended,  and under corresponding  applicable State
laws.  The Units will have  transfer  restrictions  pursuant  to Rule 144 of the
Securities  and  Exchange  Commission  ("SEC").   Rule  144  calls  for  a  sale
restriction  period of two (2) years  from the date of  issuance.  By  execution
hereof,  Seller  acknowledges its  understanding and agrees that the Units to be
issued by HealthTech are subject to SEC rule 144, and that said Units may not be
traded  overseas or  subjected to any other  circumstances  that would cause the
restriction to be removed.

PURCHASE AND SALE AGREEMENT
HEALTHTECH/STARK STREET
JUNE, 1996

Units  will be  ordered on the first  business  day  following  the close and
delivered  within  three (3)  business  days thereafter.

3.  Wrap of Current Mortgage.  Seller hereby agrees to wrap the current mortgage
    in a manner acceptable to the Buyer or its assignee hereby agree to make the
    remaining  payments on said mortgage as said payments become due. Buyer will
    also take over payments on the Nautilus and the leased  equipment  currently
    installed on the premises and the referenced Newman Note for Twenty Thousand
    Dollars ($20,000).

4.  Inspection  and  closing.  It is agreed that within three (3) business day s
    from  the  date  of  execution  hereof,  HealthTech  shall  send  authorized
    representatives  to the Club for a walk through inspection of the facilities
    and club records.  It is  understood  and agreed that this Purchase and Sale
    Agreement is contingent upon a satisfactory finding of these inspections. If
    the  findings  of  said  inspections  are  satisfactory,   Buyer  will  sign
    acceptance indicating the closing hereof.

5.  Quit Claim Deed.  At closing,  Seller agrees to execute a Quit Claim Deed to
    the Real  Property  portion of the Assets for the benefit of the Buyer,  and
    Buyer  shall  hold said Deed in  safekeeping  until such time as the Deed is
    recorded.  The  balance of the Assets  will be  transferred  by Bill of Sale
    which shall be in safekeeping by the Buyer.

6.  Contingent Agreements.

              .1 Real  Estate  Taxes and  Assessments.  It is  agreed  that real
estate taxes shall be prorated to the closing date of the  acquisition of Assets
based on the latest  available  figures,  and that Seller  shall pay all current
assessments.

              .2  Severance  Pay.  The  Seller  agrees  to pay  (or  cancel  any
agreement)  any  severance pay that may be due or become due to any employee and
or manager, and to indemnify HealthTech from any and all claims that may be made
regarding  employment  and/or severance pay to employees and/or managers.  Buyer
makes no  representations  or warranties to any personnel  currently employed by
Stark Street Athletic Club as to continued employment, wages, hours or benefits,
and Buyer assumes no responsibility nor contingent liabilities for same.

              .3 Deposits  and Bonds.  It is agreed  that all utility  deposits,
including  utility  deposits and any bonds  established by Stark Street Athletic
Club will remain with the Buyer.

              .4  Authorization  of Sale.  At the time of the  execution of this
Agreement,  Seller shall provide Buyer with an executed copy of any  resolutions
or other documents  required by the bylaws or operating  agreements of the Stark
Street  Athletic Club,  Inc.  authorizing the sale of essentially all the Assets
owned and/or held by the  corporation  and resolving to enact this Agreement and
abide by all terms and conditions  thereof.  It is agreed that said  resolutions
and  other  documents  shall  include  a  continuing   resolution  enabling  the
Authorized Agent of the corporation, who is the signatory hereof, to execute any
and all documents necessary to fully enact this Agreement.

              .5  Insurance.  Buyer  hereby  agrees to insure the  building  and
equipment in the amount of the replacement value of same, and further to carry a
standard  business  and  liability  insurance  policy  to  insure  the  business
activities of the Club. It is further  agreed,  so long as personal  property of
Don Schroeder is used to collateralize  the current  Mortgage  obligation of the
Club, he shall be named as a co-insured party on the Club's insurance policies

PURCHASE AND SALE AGREEMENT
HEALTHTECH/STARK STREET
JUNE, 1996

7.   Representations and Warranties of the Seller.

              .1  Stark Street  Athletic  Club,  Inc. is duly organized in the
State of Oregon and will be in good standing at the time of closing.

              .2  Notes , Installment Payments, Leases and Liens.

                  .a The Seller hereby represents and warrants that the Mortgage
on the Real  Property is  approximately  Four Hundred and One  thousand  Dollars
(401,000), that it has a variable interest rate of Two and Three Quarters (2 3/4
%) over Prime,  that  approximately  twenty one (21) years  remain on the twenty
five (25) year  amortization,  there is no balloon  payment or call on the Note,
and that the June  principal and interest  payment was Four Thousand  Eighty Two
Dollars ($4,082).  This Mortgage and note obligation  provides for a lien on the
Real Property in the amount of the balance due on the note.

                  .b The Seller hereby  represents  that the balance of the loan
amount  for the  referenced  Nautilus  equipment  is  approximately  Thirty  Two
Thousand Nine Hundred Dollars ($32,900), that approximately four years remain on
the five year payment schedule,  that the monthly  installment  payment is Seven
Hundred  Forty  Seven  Dollars and Fifty Two cents  ($747.52),  that there is no
balloon payment or call on the payments, and that upon making the final payment,
the equipment will be owned free and clear by the Buyer.

                  .c The Seller hereby  represents that the balance of the lease
payment for the  referenced  two (2) tread mill  machines  totals  approximately
Eleven Thousand Four Hundred Dollars  ($11,400),and that the monthly payments in
the amount of Two Hundred Forty Seven Dollars and Eight Two cents  ($247.82) are
due and  payable  for the next forty six (46) months on a sixty (60) month lease
contract,  and that upon making the final lease payment,  the Buyer may exercise
the option to purchase the referenced equipment for the sum of One (1) Dollar.

                  .d  The  Seller  hereby   represents  and  warrants  that  the
Promissory Note obligation to Newman is for Twenty Thousand  Dollars  ($20,000),
that  payments on the Note are  interest  only at the rate of Two Hundred  Fifty
Dollars ($250) per month,  there is no specified term of the Note and no balloon
payments are required,  and that there are no provisions  for a lien on the Real
Property or any equipment or any Assets being purchased  hereunder  provided for
in the Note.

              .3 The Seller hereby warrants that it is fully  authorized to sell
and convey One Hundred  Percent  (100%) of the Assets of Stark  Street  Athletic
Club  under the  terms  and  conditions  set  forth  herein,  and that the below
referenced  Authorized  Agent for Stark  Street  Athletic  Club,  Inc.  has full
corporate authority to bind the Seller under this agreement.

              .4 The Seller hereby  warrants at the time of closing all accounts
payable  will be settled in full,  with the  exception  of the Mortgage and Note
obligations on the Real Property, and the balance due on the referenced Nautilus
equipment,  which will be paid current up through the time of closing, including
the Promissory Note held by Newman.

PURCHASE AND SALE AGREEMENT
HEALTHTECH/STARK STREET
JUNE, 1996

              .5 The Seller  hereby  warrants that there are no Federal or State
income,  payroll or other applicable taxes currently  assessed or due to be paid
by Stark Street  Athletic  Club,  Inc., or will disclose to the Buyer the nature
and amount of such taxes for Buyer approval.  If there are back taxes or current
assessments of unknown  amounts,  Seller agrees to pay the same within seven (7)
days of when such amounts become known to the Seller.

              .6 The  Seller  hereby  discloses  and  represents  that  the Real
Property and all other Assets  purchased  hereunder are the subject to a Uniform
Commercial Code filing(UCC-1) as made by the Mortgage originator and such filing
as made by said Mortgage  originator to secure the  indebtedness  created by the
Mortgage.  Further, the referenced Nautilus equipment is liened by the equipment
load provider in the amount of the balance due, and the lease originator for the
tread mill  machines has a lien on that  equipment for the amount of the balance
of the lease payments.

              .7 The  Seller  warrants  that it is not  directly  or  indirectly
involved in any pending or threatened  litigation,  disputes,  investigations or
other legal proceeding.

8             Representations and Warranties of the Buyer.

              .1  HealthTech  International,  Inc.  is  duly  organized  in  the
State  of  Nevada  and  will  be in  good standings at the time of closing.

              .2 All certificates evidencing Units of HealthTech  International,
Inc.  issued to Seller and/or its assigns will include a legend  declaring  that
the Units are restricted  securities as defined in Rule 144 as promulgated under
the Securities Act of 1933 as amended.

              .3 All Units of HealthTech International, Inc.issued in connection
with the  acquisition  of  Assets shall be fully paid and non-assessable.

              .4 The Buyer  hereby  acknowledges  that it is aware  that a sewer
assessment  will be made on the Property in the near future,  and that the Buyer
agrees to assume the lien when such assessments is made, together with any other
conditions that may be needed for compliance.

9 Private  Placement.  The Parties to this agreement declare and agree that this
transaction is buy means of private placement and treaty,  and waive any and all
reference  or remedies  as to the  consideration  paid by Buyer or Seller  being
construed  or  confirming   constructively   as  a  securities   transaction  as
promulgated by any State or Federal Agency or law.

PURCHASE AND SALE AGREEMENT
HEALTHTECH/STARK STREET
JUNE, 1996

10 Due Diligence.  Each Party represents to the other that is fully investigated
the other Parties business and hereby affirms  respectively  that all normal due
diligence has been  satisfactorily  completed before the execution  hereof.  The
Seller  hereby  attests that it has received  and  thoroughly  reviewed the most
recent  quarter  (form Q) and yearend (form K) reports from  HealthTech  and has
found the company to be in satisfactory condition.  Further, each Party warrants
the other that it is  sophisticated  in matters of business,  specifically as to
this type of transaction, and each Party hereto, holds and indemnifies the other
harmless in the matters of this transaction and any event or act that may result
therefrom.

11.            GENERAL PROVISIONS.

              .1  Entire  Agreement.   This  Agreement  constitutes  the  entire
agreement between the Parties hereto pertaining to the transaction  contemplated
hereby,   and  includes  all  relevant  prior  agreements,   understandings  and
negotiations,  both  written and oral,  between the Parties  with respect to the
subject matter hereof.

              .2 Amendment or Modification. This Agreement may not be amended,
altered or modified in any way except in writing signed by both Parties.

              .3 Authority to Execute.  The Parties to this  agreement are fully
empowered and legally  qualified and are duly  authorized to execute and deliver
this agreement and to be bound by its Terms and Conditions.

              .4  Severability.  Should any  provision  of this  Agreement be or
become invalid by virtue of applicable law(s) or fail  enforceability,  then the
Agreement shall remain in full force and effect and the invalid or unenforceable
provision  shall be replaced by  provision(s) to be mutually agreed upon between
the signing parties within the spirit and intent of this Agreement.

              .5  Notices.  All  notices,  consents,  and  other  communications
required or  permitted to be given by either Party shall be in writing and shall
be  deemed  to have  been  given if mailed  and/or  delivered  by United  States
registered or certified mail, postage prepaid, return receipt requested, to each
respective  Party's  business  address.  Either  Party may  change  its  address
relative to this Agreement by written notice to the other Party.

              .6 No Waiver.  No delay or omission of either Party to enforce any
right or power shall  impair any such right or power,  nor shall be construed to
be a waiver of any nonperformance, unless it is in writing. No written waiver of
any specific provision shall be deemed to be a waiver of any other provision, or
of any subsequent  breach of the same or any other provision.  Any consent to or
approval  of any act by any party  hereto  to the  other  shall not be deemed to
render unnecessary the procurement of consent or approval of any subsequent act,
whether or not similar to the act so consented to or approved.

              .7 Survival of Rights and  Assignment.  This  Agreement and all of
the  provisions  hereof  shall be binding  upon and inure to the  benefit of the
parties hereto, their respective legal representatives,  nominees, and permitted
successors and assigns.  Other than by operation of law neither party may assign
or transfer this Agreement or any of the rights, interest or obligations created
hereunder,  except with the express  written  consent of the other party,  which
consent will not be unreasonably withheld

              .8  Applicable  Law.  This  agreement  shall  be  governed  by and
construed in  accordance  with the laws of the State of Arizona,  and said forum
shall  be  the  applicable  law  governing  the  construction,   interpretation,
execution, validity,  enforceability,  performance and/or any other such matters
in respect to this document.

PURCHASE AND SALE AGREEMENT
HEALTHTECH/STARK STREET
JUNE, 1996

              .9  Attorney's  Fees.  In the event  that suit or other  action or
proceedings are brought to compel  compliance with, or for a breach of the terms
and conditions of this agreement, each Party will be responsible for the payment
of their attorney fees.

              .10 Exhibits and Further  Documents.  All Exhibits attached hereto
are incorporated  herein and are deemed part of this Agreement.  The Parties for
themselves,  their heirs, personal and corporate  representatives,  nominees and
assigns hereby  covenant and agree that they shall from time to time and at such
time as may be required,  perform such acts and execute such further agreements,
supplemental agreements and other documents and instruments as may reasonably be
required  and  necessary  to carry out the  matters  contemplated  hereby and to
effectuate the provisions hereto.

              .11  Counterparts.  This  Agreement may be signed in any number of
counterparts  each of  which  shall  be an  original,  but all of  which,  taken
together,  shall  constitute  one  agreement.  It shall not be required that any
single counterpart hereof be signed by both Parties, so long as each Party signs
counterpart hereof.

              .12  Construction  and  Headings.  Whenever  required  by  context
hereof,  the singular shall include the plural and vice versa, and the masculine
gender shall include the feminine and neuter  genders and vice versa.  Paragraph
headings and captions  contained in this Agreement are inserted only as a matter
of  convenience  and for the  reference and in no way define,  limit,  extend or
describe the scope of this Agreement or the intent of any provision hereof.

              .13  Impartial  Interpretation.  This  Agreement  is the result of
negotiations  between the parties and therefore  the language  contained in this
Agreement  shall be construed  as a whole  according to its fair meaning and not
strictly for or against any Party.

              .14 Rule of  Construction.  Buyer  and  Seller  have each read and
fully understand the Terms and Conditions of the Agreement, and each has had the
opportunity  to have this  Agreement  reviewed by its own  counsel.  The rule of
construction  providing  that  ambiguities  in an  agreement  shall be construed
against the Party drafting the same shall not apply.

              .15  Acceptance.  The Parties to this  Agreement  hereby  agree to
accept a signed copy of this document delivered by facsimile  transmission as if
it was an original.

              IN WITNESS WHEREOF,  Buyer and Seller, have executed this Purchase
and Sale Agreement on the date and year first stated above.

SELLER:

/s/ Don Schroeder                       /s/ Don Schroeder
Don Schroeder, President                 Don Schroeder, Authorized Agent
for Stark Street Athletic Club,Inc.      for Stark Street Athletic Club, Inc.

BUYER:                              Acknowledgment of Satisfactory
Property
                                   Documentation Inspection

/s/ Gordon Hall
Gordon Hall, CEO                               Authorized Representative
for HealthTech International, Inc.
and/or assignee

                        U.S. Small Business Administration
SBA Loan Number

GP 485407 30 30 PTD
                                      NOTE

 Springfield, Oregon
$420,000.00
 July 08, 1992

             For value received, the undersigned promises to pay to the order of
Centennial Bank at its' office in the city of : Springfield  State of: Oregon or
at holder's  option,  at such other place as may be designated from time to time
by the holder Four Hundred Twenty Thousand and 00/100ths Dollars,  with interest
on unpaid principal computed from the date of each advance to the undersigned at
the  rate  of See  Page  Four  (4)  percent  per  annum,  payment  to be made in
installments as follows:

                                See Page Four (4)

         If this note contains a fluctuating interest rate, the notice provision
is not a  pre-condition  for fluctuation  (which shall take place  regardless of
notice).  Payment of any installment of principal or interest owing on this Note
may be made prior to the maturity date thereof without  penalty.  Borrower shall
provide  lender with written notice of intent to prepay part or all of this loan
at least three (3) weeks prior to the anticipated  prepayment date. A prepayment
is any payment made ahead of schedule  that  exceeds  twenty (20) percent of the
then outstanding  principal balance. If borrower makes a prepayment and fails to
give at least  three  (3) weeks  advance  notice  of  intent  to  prepay,  then,
notwithstanding  any  other  provision  to the  contrary  in this  note or other
document,  borrower  shall be required to pay lender three weeks interest on the
unpaid balance as of the date preceding such prepayment.

The term "Indebtedness" as used herein shall mean the indebtedness  evidenced by
this Note. including principal,  interest, and expenses, whether contingent, now
due or  hereafter  to become due and  whether  heretofore  or  contemporaneously
herewith or, hereafter  contracted.  The term  "Collateral" as used in this Note
shall mean any funds,  guaranties,  or other  property or rights  therein of any
nature  whatsoever,  or the  proceeds  thereof  which  may have  been,  are,  or
hereafter may be,  hypothecated,  directly or indirectly by the  undersigned  or
others,  in connection  with, or as security for, the  indebtedness  or any part
thereof.  The Collateral,  and each part thereof,  shall secure the indebtedness
and each part thereof.  The covenants and conditions set forth or referred to in
any and all instruments of hypothecation  constituting the Collateral are hereby
incorporated  in this Note as covenants and conditions of the  undersigned  with
the same force and effect as though such covenants and conditions were fully set
forth herein.

          The indebtedness  shall  immediately  become due and payable,  without
notice or demand  upon the  appointment  of a receiver  or  liquidator,  whether
voluntary or  involuntary,  for the  undersigned or for any of its property,  or
upon the filing of a petition by or against the undersigned under the provisions
of any State insolvency law or under the provisions of the Bankruptcy Reform Act
of 1978, as amended,  or upon the making by the undersigned of an assignment for
the benefit of its creditors. Holder is authorized to declare all or any part of
the  indebtedness  immediately  due and payable upon the happening of any of the
following  events:  (1) Failure to pay any or any part of the indebtedness  when
due:  (2)  nonperformance  by the  undersigned  of any  agreement  with,  or any
condition imposed by, Holder or Small Business Administration  (hereafter called
"SBA"),  with  respect  to  the  indebtedness:  (3)  Holder's  discovery  of the
undersigned's  failure in any application of the undersigned to Holder or SBA to
disclose any fact deemed by Holder to be material or of the making therein or in
any of the said agreements,  or in any affidavit or other documents submitted in
connection with said application or the indebtedness,  of any  misrepresentation
by, on behalf of, or for the benefit of the undersigned:  (4) the reorganization
(other than a reorganization pursuant to any of the provisions of the Bankruptcy
Reform Act of 1978, as amended) or merger or  consolidation  of the  undersigned
(or the making of any agreement  therefor)  without the prior written consent of
Holder: (5) the undersigned's failure duly to account to Holder's  satisfaction,
at such  time or times as  Holder  may  require  for any of the  Collateral,  or
proceeds  thereof,  coming  into  the  control  of the  Undersigned:  or (6) the
institution  of any suit  affecting the  undersigned  deemed by Holder to affect
adverse its interest hereunder in the Collateral or otherwise.  Holder's failure
to  exercise  its rights  under this  paragraph  shall not  constitute  a waiver
thereof.

         Upon the nonpayment of the Indebtedness, or any part thereof, when due,
whether by acceleration are otherwise,  Holder is empowered to sell, assign, and
deliver  the whole or any part of the  Collateral  at public  or  private  sale,
without demand,  advertisement  or notice of the time or place of sale or of any
adjournment  thereof,  which are hereby  expressly  waived.  After deducting all
expenses  incidental to or arising from such sale or sales. Holder may apply the
residue of the proceeds thereof to the payment of the indebtedness,  as it shall
deem proper,  returning the excess, if any, to the undersigned.  The undersigned
hereby  waives all right of redemption or  appeasement  whether  before or after
sale.

        Holder is  further  empowered  to collect  or cause to be  collected  or
otherwise to be converted into money all or any part of the Collateral,  by suit
or otherwise, and to surrender, compromise, release, renew, extend, exchange, or
substitute any item of the Collateral in  transactions  with the  undersigned or
any third party, irrespective of any assignment thereof by the undersigned,  and
without prior notice to or consent of the undersigned or any assignee.  Whenever
any item of the Collateral  shall not be paid when due, or otherwise shall be in
default,  whether or not the indebtedness,  or any part thereof, has become due.
Holder  shall have the same rights and powers  with  respect to such item of the
Collateral  as are  granted  in this  paragraph  in case  of  nonpayment  of the
indebtedness,  or any part  thereof,  when due.  None of the  rights,  remedies,
privileges,  or  powers  of  Holder  expressly  provided  for  herein  shall  be
exclusive,  but each of them shall be  cumulative  with and in addition to every
other right, remedy,  privilege. and power now or hereafter existing in favor of
Holder, whether at law or equity, by statute or otherwise.

          The  undersigned  agrees to take all  necessary  steps to  administer,
supervise,  preserve,  and protect the Collateral;  and regardless of any action
taken by  Holder,  there  shall be no duty  upon  Holder  in this  respect.  The
undersigned shall pay all expenses of any nature,  whether incurred in or out of
court and  whether  incurred  before or after this Note shall  become due at its
maturity date or otherwise,  including but not limited to reasonable  attorney's
fees and costs which Holder may deem necessary or proper in connection  with the
satisfaction   of  the   indebtedness   of  the   administration,   supervision,
preservation.  protection of including,  but not limited to, the rnaintenance of
adequate  insurance,  or  the  realization  upon  the  Collateral  .  Holder  is
authorized to pay at any time and from time to time any or all of such expenses,
add the amount of such  payment to the  amount of the  indebtedness,  and charge
interest  thereon at the rate  specified  herein with  respect to the  principal
amount of this Note.

           The security rights of Holder and its assigns  hereunder shall not be
impaired by Holder's sale,  hypothecation or  rehypothecation of any note of the
undersigned or any item of the Collateral., or by any indulgence,  including but
not limited to (a) any  renewal,  extension,  or  modification  which Holder may
grant  with  respect  to  the  indebtedness  or any  part  thereof.  or {b)  any
surrender,  compromise,  release,  extension,  exchange,  or, substitution which
Holder may grant in respect of the Collateral,  or (c) any indulgence granted in
respect  of  any  endorser,  guarantor,  or  surety.  The  purchaser,  assignee,
transferee, or pledge of this Note, the Collateral,  and guaranty, and any other
document (or any of them), sold, assigned,  transferred,  pledged, or repledged,
shall  forthwith  become vested with and entitled to exercise all the powers and
rights given by this Note and all  applications  of the undersigned to Holder or
SBA, as if said  purchaser,  assignee.  transferee,  or pledges were  originally
named as Payee in this Note and in said application or applications .

          This  promissory note is given to secure a loan which SBA is making or
in  which  it is  participating  and,  pursuant  to Part  101 of the  Rules  and
Regulations of SBA (13 C.F.R. 101.1(d)),  this instrument is to be construed and
(when SBA is the Holder or a party in  interest)  enforced  in  accordance  with
applicable Federal Law.

Stark Street Athletic Club, Inc.

By: /s/ Donald A. Schroeder

President

Attest: /s/  Donald A. Schroeder

Secretary

1. Installments,  including principal and interest, payable $3,650.00 per month,
beginning one (1) month from date hereof. -

2. Each said installment  shall be applied first to interest accrued to the date
of receipt of said installment and the balance, if any, to principal.

3. The balance of principal and interest payable twenty-five (25) years from the
date hereof.

4. The  interest  rate as of the date  hereof  is nine and  one-quarter  percent
(9-1/4%) per annum.  This is a variable interest rate loan in which the interest
rate will be adjusted in  accordance  with the low prime rate  published  in the
Money Rate Section of the Western Edition of the Wall Street Journal.  The prime
rate  published  as of April  21,1992 in that  publication  was six and one-half
percent  (6-1/2%).  The interest  rate (spread) to be added to the prime rate at
the beginning of each adjustment  period wil1 be two and three quarters  percent
(2-3/4%).

The interest rate shall not exceed twelve and three quarters  percent  (12-3/4%)
nor be less than five and three-quarters percent (5-3/4%).

5. Each  adjustment  period  will be for one (l) month,  beginning  on the first
calendar day of the first month following first disbursement.

6. The  interest  rate on this Note shall  increase  or  decrease  by adding the
interest  rate spread to the base rate as of the  beginning  of each  adjustment
period.

7.    In the  event  that the  interest  accrued  in any one month  exceeds  the
      monthly payment,  undersigned  shall pay said difference to Holder in that
      month.

6. If the  undersigned  shall be in default in payment  due on the  indebtedness
herein and the Small  Business  Administration  (SBA)  purchases its  guaranteed
portion of said  indebtedness,  the rate of interest on both the  guaranteed and
unguaranteed  portions herein shall become fixed at the rate in effect as of the
date of  default.  If the  undersigned  is not in default  in  payment  when SBA
purchases its  guaranteed  portion,  the rate of interest on both the guaranteed
and unguaranteed  portions herein shall be fixed at the rate in effect as of the
date of purchase by SBA.

                                  DEED OF TRUST

THIS DEED OF TRUST IS DATED  JULY 8,  1992,  among  Donald A.  Schroeder,  whose
address  is  19475  S.E.  Debora  Dr.  Boring,  OR 97009  (referred  to below as
"Grantor");  Centennial  Bank,  whose address is 1377 Mohawk Blvd., P. O. Box W,
Springfield,  OR 97477 (referred to below sometimes as "Lender" and sometimes as
"Beneficiary");  and Stewart Title, whose address is 9020 S.W. Washington Square
Rd., Suite 220, Tigard, OR 97224 (referred to below as "Trustee").

CONVEYANCE AND GRANT. For valuable consideration, Grantor conveys to Trustee for
the benefit of Lender as Beneficiary all of Grantor's right, title, and interest
in and to the following  described real property,  together with all existing or
subsequently  erected or  affixed  buildings,  improvements  and  fixtures;  all
easements,  rights of way, and appurtenances:  all water, water rights and ditch
rights (including stock in utilities with ditch and irrigation rights);  and all
other rights,  royalties,  and profits relating to the real property,  including
without  limitation  all minerals,  oil, gas,  geothermal  and similar  matters,
located in Multnomah County, State of Oregon (the "Real Property"):

         Parcel 1:
              Lot 182, ASCOT ACRES,  except that part taken for widening of S.E.
Stark Street, in the County, of Multnomah and State of Oregon.

The Real  Property  or its address is  commonly  known as 14513 S.E.  Stark St.,
Portland, OR 97233.

Grantor  presently  assigns to Lender (also known as Beneficiary in this Deed of
Trust) all of  Grantor's  right,  title,  and interest in and to all present and
future  leases of the  Property  and all Rents from the  Property.  In addition,
Grantor grants Lender a Uniform  Commercial Code security  interest in the Rents
and the Personal Property defined below.

DEFINITIONS.  The following words shall have the following meanings when used in
this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have
the  meanings  attributed  to such terms in the  Uniform  Commercial  Code.  All
references  to dollar  amounts  shall mean amounts in lawful money of the United
States of America.

Beneficiary.  The word  "Beneficiary"  means Centennial Bank, its successors and
assigns. Centennial Bank also is referred to as "Lender" in this Deed of Trust.

       Borrower.  The word "Borrower" means Stark Street Athletic Club, Inc.

       Deed of Trust.  The words  "Deed of Trust"  mean this Deed of Trust among
Grantor, Lender, and Trustee, and includes without limitation all assignment and
security interest provisions relating to the Personal Property and Rents.

       Grantor.  The word  "Grantor"  means  any and all  persons  and  entities
executing this Deed of Trust,  including without limitation Donald A. Schroeder.
Any Grantor who signs this Deed of Trust, but does not sign the Note, is signing
this Deed of Trust only to grant and convey that Grantor's  interest in the Real
Property and to grant a security interest in Grantor's interest in the Rents and
Personal  Property to Lender and is not personally  liable under the Note except
as otherwise provided by contract or law.

Guarantor.  The word "Guarantor" means and includes without limitation,  any and
all  guarantors,  sureties,  and  accommodation  parties in connection  with the
indebtedness.

Improvements.  The word "Improvements" means and includes without limitation all
existing and future improvements,  fixtures, buildings, structures, mobile homes
affixed on the Real Property,  facilities,  additions and other  construction on
the Real Property.

       Indebtedness.  The word  "Indebtedness"  means all principal and interest
payable  under  the Note and any  amounts  expended  or  advanced  by  Lender to
discharge  obligations  of Grantor or expenses  incurred by Trustee or Lender to
enforce  obligations of Grantor under the Deed of Trust,  together with interest
on such amounts as provided in Deed of Trust.

     Lender.  The word  "Lender"  means  Centennial  Bank,  its  successors  and
assigns.

     Note.  The word "Note" means the Note dated July 14, 1992, in the principal
amount of  $420,000.00  from  Borrower to Lender,  together  with all  renewals,
extensions,  modifications,  refinancings,  and  substitutions for the Note. The
maturity  date of the Note is July 8, 2017.  The rate of interest on the Note is
subject to indexing, adjustment, renewal, or renegotiation.

     Personal Property. The words "Personal Property" mean all equipment,
fixtures,  and other  articles of personal  property now or  hereafter  owned by
Grantor, and now or hereafter attached or affixed to the Real Property; together
with  all  accessions,  parts,  and  additions  to,  all  replacements  and  all
substitutions  for,  any of  such  property;  and  together  with  all  proceeds
(including  without  limitation all insurance  proceeds and refunds of premiums)
from any sale or other disposition of the Property.

     Property.  The word "Property" means collectively the Real Property and the
Personal Property.

     Real Property.  The words "Real Property" mean the property,  interests and
rights described above in the "Conveyance and Grant" section.

     Related Documents.  The words "Related  Documents" mean and include without
limitation all promissory notes, credit agreements, loan agreements, guaranties,
security  agreements,  mortgages,  deeds of trust,  and all  other  instruments,
agreements  and  documents,  whether  now or  hereafter  existing,  executed  in
connection with the indebtedness.

     Rents.  The word  "Rents"  means all  present and future  rents,  revenues,
income,  issues,  royalties,  profits,  and  other  benefits  derived  from  the
Property.

     Trustee.  The word  "Trustee"  means  Stewart  Title and any  substitute or
successor trustees.

THIS DEED OF TRUST,  INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTERE5T
IN THE RENTS  AND  PER50NAL  FROPERTY,  1S GIVEN TO SECURE  (1)  PAYMENT  OF THE
INDEBTEDNE55 AND (2) PERFORMANCE OF ANY AND ALL OBLIGAT10NS OF GRANTOR UNDER THE
NOTE, THE RELATED DOCUMENTS, AND TH1S DEED OF TRUST. THIS DEED OF TRUST 1S GIVEN
AND ACCEPTED ON THE FOLLOWING TERMS.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that (a) this Deed of
Trust is executed at  Borrower's  request and not at the request of Lender;  (b)
Grantor  has the full  power and  right to enter  into this Deed of Trust and to
hypothecate  the  Property;  (c)  Grantor  has  established  adequate  means  of
obtaining  from  borrower on a continuing  basis  information  about  Borrower's
financial condition;  and (d) Lender has made no representation to Grantor about
Borrower (including without limitation the creditworthiness of Borrower).

GRANTOR'S  WAIVERS.  Grantor waives all rights or defenses  arising by reason of
any "one  action" or  "anti-deficiency"  law, or any other law which may prevent
Lender  from  bringing  any  action  against  Grantor,  including  a  claim  for
deficiency to the extent Lender is otherwise  entitled to claim for  deficiency,
before or after Lender's  commencement or completion of any foreclosure  action,
either judicially or by exercise of a power of sale.

PAYMENT AND  PERFORMANCE.  Except as  otherwise  provided in this Deed of Trust,
Borrower shall pay to Lender all  indebtedness  secured by this Deed of Trust as
it becomes  due,  and  Borrower  and Grantor  shall  strictly  perform all their
respective  obligations  under the Note,  this  Deed of Trust,  and the  Related
Documents.

P0SSESS10N  AND  MAINTENANCE  OF THE PROPERTY.  Grantor and Borrower  agree that
Grantor's  possession and use of the Property shall be governed by the following
provisions:

Possession and Use. Until the occurrence of an Event of Default, Grantor may (a)
remain in possession and control of the Property, (b) use, operate or manage the
Property,  and (C) collect any Rents from the Property. The following provisions
relate to the use of the Property or to other limitations on the Property.

THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY  DESCRIBED IN THIS INSTRUMENT
IN VIOLATION OF  APPLICABLE  LAND USE LAWS AND  REGULATIONS.  BEFORE  SIGNING OR
ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD
CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED
USES.
          Duty to Maintain.  Grantor  shall  maintain the property in tenantable
condition  and  promptly  perform all  repairs,  replacements,  and  maintenance
necessary to preserve its value.

           Hazardous   substances.   The  terms  "hazardous  waste,"  "hazardous
substance,"  "disposal,"  "release," and  "threatened  release," as used in this
Deed of Trust,  shall have the same  meanings as set forth in the  Comprehensive
Environmental Response,  Compensation, and Liability Act of 1980, as amended, 42
U.S.C.   Section  9601,  et  seq.   ("CERCLA")  the  Superfund   Amendments  and
Reauthorization  Act of 1986, L. No. 99-499  ("SARA"),  the Hazardous  Materials
Transportation Act, 49 U.S.C.  Section 1801, et seq., the Resource  Conservation
and Recovery Act, 49 U.S.C.  Section 6901, et seq., or other applicable state or
Federal laws,  rules, or regulations  adopted  pursuant to any of the foregoing.
Grantor  represents  and  warrants  to Lender  that:  (a)  During  the period of
Grantor's  ownership  of the  Property,  there  has  been  no  use,  generation,
manufacture,  storage, treatment, disposal, release or threatened release of any
hazardous waste or substance by any person on, under, or about the Property; (b)
Grantor has no  knowledge  of, or reason to believe that there has been , except
as previously  disclosed to and acknowledged by Lender in writing,  (i) any use,
generation,  manufacture,  storage, treatment,  disposal, release, or threatened
release of any hazardous  waste or substance by any prior owners or occupants of
the Property or (ii) any actual or  threatened  litigation or claims of any kind
by any person relating to such matters:  and (c) Except as previously  disclosed
to and  acknowledged  by Lender in writing,  (i) neither Grantor nor any tenant,
contractor,  or  agent or  other  authorized  user of the  Property  shall  use,
generate,  manufacture,  store, treat, dispose of or release any hazardous waste
or substance on, under,  or about the property and (ii) any such activity  shall
be conducted in compliance with all applicable  federal,  state, and local laws,
regulations   and  ordinances,   including   without   limitation   those  laws,
regulations,  and ordinances  described above. Grantor authorizes Lender and its
agents to enter upon the Property to make such  inspections  and tests as Lender
may deem  appropriate to determine  compliance of the Property with this section
of the Deed of Trust.  Any  inspections  or tests  made by  Lender  shall be for
Lender's  purposed only and shall not be construed to create any  responsibility
or  liability  on the part of Lender to  Grantor  or to any  other  person.  The
representations  and  warranties  contained  herein are based on  Grantor's  due
diligence in investigating the Property for hazardous waste.  Grantor hereby (a)
releases  and  waives  any  future  claims   against  Lender  for  indemnity  or
contribution  in the event  Grantor  becomes  liable for  cleanup or other costs
under any such  laws,  and (b)  agrees to  indemnity  and hold  harmless  Lender
against  any  and all  claims,  losses,  liabilities,  damages,  penalties,  and
expenses  which Lender may directly or  indirectly  sustain or suffer  resulting
from a breach of this  section of the Deed of Trust or as a  consequence  of any
use, generation,  manufacture,  storage, disposal, release or threatened release
occurring prior to Grantor's  ownership or interest in the Property,  whether or
not the same was or should have been known to Grantor.  The  provisions  of this
section of the Deed of Trust,  including  the  obligation  to  indemnity,  shall
survive the payment of the indebtedness and the satisfaction and reconveyance of
the lien of the Deed of Trust and shall not be affected by Lender's  acquisition
of any interest in the Property, whether by foreclosure or otherwise.

Nuisance,  Waste.  Grantor  shall not cause,  conduct or permit any nuisance nor
commit, permit, or suffer any stripping of or waste on or to the Property or and
portion of the  Property.  Specifically  without  limitation,  Grantor  will not
remove,  or grant to any other party the right to remove,  any timber,  minerals
(including oil and gas), soil, gravel or rock products without the prior written
consent of Lender.

Removal of  Improvements.  Grantor shall not demolish or remove any improvements
from the Real  Property  without  the prior  written  consent  of  Lender.  As a
condition to the removal of any improvements, Lender may require Grantor to make
arrangements   satisfactory  to  Lender  to  replace  such   improvements   with
improvements of at least equal value.

Lender's  Right to Enter.  Lender and its agents and  representatives  may enter
upon the Real Property at all times to attend to Lender's  interests and inspect
the Property for purposes of Grantor's  compliance with the terms and conditions
of this Deed of Trust.

Compliance with  Governmental  Requirements.  Grantor shall promptly comply with
all laws,  ordinances,  and  regulations,  now or  hereafter  in effect,  of all
governmental  authorities  applicable  to the use and occupancy of the Property.
Grantor may contest in good faith any such law,  ordinance,  or  regulation  and
withhold  compliance during any proceeding,  including  appropriate  appeals, so
long as Grantor has notified Lender in writing prior to doing so and so long as,
in  Lender's  sole  opinion,   Lender's   interests  in  the  Property  are  not
jeopardized.  Lender may  require  Grantor to post  adequate  security or surety
bond, reasonably satisfactory to Lender, to protect Lender's Interest.

Duty to Protect.  Grantor  agrees  neither to abandon nor leave  unattended  the
Property.  Grantor  shall do all other acts, in addition to those acts set forth
above in this  section,  which from the  character  and use of the  Property are
reasonably necessary to protect and preserve the Property.

DUE ON SALE - CONSENT BY LENDER. Lender may, at its option,  declare immediately
due and  payable  all  sums  secured  by this  Deed of  Trust  upon  the sale or
transfer, without Lender's prior written consent, of all or any part of the Real
Property.  A "sale or transfer"  means the  conveyance  of Real  Property or any
right, title or interest therein; whether legal or equitable;  whether voluntary
or involuntary;  whether by outright sale, deed, installment sale contract, land
contract,  contract for deed,  leasehold interest with a term greater than three
(3) years,  lease-option  contract, or by sale,  assignment,  or transfer of any
beneficial  interest in or to any land trust holding title to the Real Property,
or by any other method of conveyance of Real Property  interest.  If any Grantor
is a corporation or partnership,  transfer also includes any change in ownership
of more  than  twenty-five  percent  (25%) of the  voting  stock or  partnership
interests,  as the case may be, of Grantor.  However,  this option  shall not be
exercised by Lender if such  exercise is  prohibited by federal law or by Oregon
law.

TAXES AND LIENS. The following provisions relating to the taxes and liens on the
Property are a part of this Deed of Trust.

           Payment.  Grantor  shall  pay when due  (and in all  events  prior to
delinquency) all taxes, special taxes, assessments, charges (including water and
sewer), fines and impositions levied against or on account of the Property,  and
shall  pay when due all  claims  for work  done on r for  services  rendered  or
material furnished to the Property.  Grantor shall maintain the Property free of
all liens  having  priority  over or equal to the  interest of Lender under this
Deed of Trust,  except for the lien of taxes and  assessments not due and except
as otherwise provided in this Deed of Trust.

           Right to Contest. Grantor may withhold payment of any tax,assessment,
or claim in connection  with good faith  dispute over the  obligation to pay, so
long as Lender's  interest in the Property is not jeopardized.  If a lien arises
or is filed as a result of  non-payment,  Grantor shall within fifteen (15) days
after the lien  arises or, if a lien is filed,  within  fifteen  (15) days after
Grantor  has notice of the  filing,  secure  the  discharge  of the lien,  or if
requested by Lender,  deposit with Lender cash or  sufficient  corporate  surety
bond or other  security  satisfactory  to  Lender  in an  amount  sufficient  to
discharge  the lien plus any costs and  attorney's  fees or other  charges  that
could  accrue  as a result of a  foreclosure  or sale  under  the  lien.  In any
contest,  Grantor  shall defend  itself and Lender and shall satisfy any adverse
judgment before enforcement  against the Property.  Grantor shall name Lender as
an  additional   obligee  under  any  surety  bond   furnished  in  the  contest
proceedings.

          Evidence  of  Payment.  Grantor  shall upon  demand  furnish to Lender
satisfactory evidence of payment of the taxes or assessments and shall authorize
the  appropriate  governmental  official  to  deliver  tom  Lender at any time a
written statement of the taxes and assessments against the Property.

          Notice of  Construction.  Grantor shall notify Lender at least fifteen
(15) days before any work is  commenced,  any  services  are  furnished,  or any
materials are supplied to the Property,  if any mechanic's  lien,  materialman's
lien or other  lien could be  asserted  on  account  of the work,  services,  or
materials  and the cost exceeds  $2,500.00.  Grantor will upon request of Lender
furnish to Lender advance assurances satisfactory to Lender that Grantor can and
will pay the cost of such improvements.

PROPERTY DAMAGE  INSURANCE.  The following  provisions  relating to insuring the
Property are a part of this Deed of Trust.

          Maintenance of Insurance.  Grantor shall procure and maintain policies
of fire insurance with standard extended coverage  endorsements on a replacement
basis for full insurable value covering all improvements on the Real Property in
an amount sufficient to avoid application of any coinsurance  clause, and with a
standard  mortgages  clause  in  favor  of  Lender,  together  with  such  other
insurance,   including   but  not   limited  to  hazard,   liability,   business
interruption,  and boiler insurance, as Lender may reasonably require.  Policies
shall be written in form, amounts,  coverages and basis reasonably acceptable to
Lender and issued by a company or  companies  reasonably  acceptable  to Lender.
Grantor,  upon  request of Lender,  will deliver to Lender from time to time the
policies or certificates of insurance in form satisfactory to Lender,  including
stipulations that coverages will not be canceled or diminished  without at least
ten (10) days' prior written  notice to Lender.  Should the Real Property at any
time  become  located  in an area  designated  by the  Director  of the  Federal
Emergency  Management  Agency as a special flood hazard area,  Grantor agrees to
obtain and maintain  Federal  Flood  Insurance  to the extent such  insurance is
required and is or becomes available,  for the term of the loan and for the full
unpaid  principal  balance of the loan, or the maximum limit of coverage that is
available, whichever is less.

          Application of Proceeds.  Grantor shall promptly  notify Lender of any
loss or damage to the Property if the  estimated  cost of repair or  replacement
exceeds  $1,000.00.  Lender  may make  proof of loss if  Grantor  fails to do so
within  fifteen (15) days of the casualty.  Whether or not Lender's  security is
impaired, Lender may, at its election, receive and retain the proceeds and apply
the proceeds to the reduction of the indebtedness, payment of any lien affecting
the Property,  or  restoration  and repair of the Property.  If Lender elects to
apply the proceeds to  restoration  and repair,  Grantor shall repair or replace
the damaged or destroyed improvements in a manner satisfactory to Lender. Lender
shall,  upon satisfactory  proof of such  expenditure,  pay or reimburse Grantor
from the proceeds for the reasonable cost of repair or restoration if Grantor is
not in  default  under  this Deed of Trust.  Any  proceeds  which  have not been
disbursed within 180 days after their receipt and which Lender has not committed
to the  repair or  restoration  of the  Property  shall be used first to pay any
amount owing to Lender under this Deed of Trust,  then to pay accrued  interest,
and the  remainder,  if any,  shall be applied to the  principal  balance of the
indebtedness.  If  Lender  holds  any  proceeds  after  payment  in  full of the
indebtedness,  such proceeds shall be paid to Grantor as Grantor's interests may
appear.

          Unexpired  Insurance at Sale. Any unexpired  insurance  shall inure to
the benefit of, and pass to, the purchaser of the Property  covered by this Deed
of Trust at any trustee's  sale or other sale held under the  provisions of this
Deed of Trust, or at any foreclosure sale of such Property.

          Grantor's  Report on  Insurance.  Upon request of Lender,  however not
more than once a year, Grantor shall furnish to Lender a report on each existing
policy of insurance showing: (a) the name of the insurer; (b) the risks insured;
(c) the  amount  of the  policy;  (d) the  property  insured,  the then  current
replacement  value of such property,  and the manner of determining  that value;
and (e) the  expiration  date of the  policy.  Grantor  shall,  upon  request of
Lender, have an independent appraiser  satisfactory to Lender determine the cash
value replacement cost of the Property.

EXPENDITURES  BY LENDER.  If Grantor  fails to comply with any provision of this
Deed of Trust, or if any action or proceeding is commenced that would materially
affect Lender's  interests in the Property,  Lender on Grantor's behalf may, but
shall not be required  to, take any action that Lender  deems  appropriate.  Any
amount  that the  Lender  expends  in so doing  will bear  interest  at the rate
charged  under the note from the date  incurred or paid by Lender to the date of
repayment by Grantor. All such expenses, at Lender's option, will (a) be payable
on demand,  (b) be added to the balance of the Note and be apportioned among and
be payable  with any  installment  payments to become due during  either (1) the
term of any applicable  insurance  policy or (2) the remaining term of the Note,
or (3) be  --cannot  read this  line --.  This  Deed of Trust  also will  secure
payment of these amounts.  The rights provided for in this paragraph shall be in
addition  to any  remedies  to which  Lender may be  entitled  on account of the
default. Any such action by Lender shall not be construed as curing the fault so
as to bar Lender from any remedy that it otherwise would have had.

WARRANTY;  DEFENSE OF TITLE. The following  provisions  relating to ownership of
the Property are a part of this Deed of Trust.

          Title.  Grantor  warrants  that: (a) Grantor holds good and marketable
title of record to the  Property in fee simple,  free and clear of all liens and
encumbrances  other than those set forth in the Real Property  description or in
any title insurance policy, title report, or final title opinion issued in favor
of, and  accepted  by,  Lender in  connection  with this Deed of Trust,  and (b)
Grantor has the full right,  power,  and  authority  to execute and deliver this
Deed of Trust to Lender.

Defense of Title.  Subject to the  exception  in the  paragraph  above,  Grantor
warrants  and will forever  defend the title to the Property  against the lawful
claims of all persons.  In the event any action or proceeding is commenced  that
questions  Grantor's  title or the interest of Trustee or Lender under this Deed
of Trust,  Grantor shall defend the action at Grantor's expense.  Grantor may be
the  nominal  party  in  such  proceeding,  but  Lender  shall  be  entitled  to
participate in the proceeding and to be represented in the proceeding by counsel
of Lender's own choice, and Grantor will deliver,  or cause to be delivered,  to
Lender such  instruments  as Lender may request from time to time to permit such
participation.

Compliance  with Laws.  Grantor  warrants that the Property and Grantor's use of
the  Property  complies  with all  existing  applicable  laws,  ordinances,  and
regulations of governmental authorities.

CONDEMNAT1ON.  The following provisions relating to condemnation proceedings are
a part of the Deed of Trust.

          Application  of Net  Proceeds.  If all or any part of the  Property is
condemned by eminent domain proceedings or by any proceeding or purchase in lieu
of  condemnation,  Lender may at its election require that all or any portion of
the net proceeds of the award to be applied to the indebtedness or the repair or
restoration of the Property.  The net proceeds of the award shall mean the award
after payment of all reasonable costs, expenses, and attorneys' fees. Trustee or
Lender in connection with the condemnation.

          Proceedings.  If proceeding in  condemnation  is filed.  Grantor shall
promptly notify Lender in writing, and Grantor shall promptly take such steps as
may be necessary  to defend the action and obtain the award.  Grantor may be the
nominal party in such proceeding, but Lender shall be entitled to participate in
the  proceeding  and to be  represented  in the proceeding by counsel of its own
choice,  and  Grantor  will  deliver  or cause to be  delivered  to Lender  such
instruments  as may be  requested  by it  from  time  to  time  to  permit  such
participation.

IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following
provisions  relating to governmental  taxes, fees and charges are a part of this
Deed of Trust:

          Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall
execute such documents in addition to this Deed of Trust and take whatever other
action is requested by Lender to perfect and continue  Lender's lien on the Real
Property.  Grantor shall  reimburse  Lender for all taxes,  as described  below,
together with all expenses incurred in recording,  perfecting or continuing this
Deed of Trust, including without limitation all taxes, fees, documentary stamps,
and other charges for recording or registering this Deed of Trust.

          Taxes.  The  following  shall  constitute  taxes it which this section
applies:  (a) a specific  tax upon this type of Deed of Trust or upon all or any
part of the  indebtedness  secured by this Deed of Trust;  (b) a specific tax on
Borrower which Borrower is authorized or required to deduct from payments on the
indebtedness  secured  by this type of Deed of Trust;  (c) a tax on this type of
Deed of Trust chargeable against the Lender or the holder of the Note; and (d) a
specific  tax on all or any  portion  of  the  indebtedness  or on  payments  of
principal and interest made by Borrower.

          Subsequent  Taxes. If any tax to which this section applies is enacted
subsequent  to the date of this Deed of Trust,  this  event  shall have the same
effect as an Event of Default (as defined below), and Lender may exercise any or
all of its available  remedies for an Event of Default as provided  below unless
Grantor  either (a) pays the tax before it becomes  delinquent,  or (b) contests
the tax as  provided  above in the Taxes and Liens  section  and  deposits  with
Lender cash or sufficient  corporate surety bond or other security  satisfactory
to Lender.

SECURITY AGREEMENT;  FINANCING STATEMENTS.  The following provisions relating to
this Deed of Trust as a security
agreement are a part of this Deed of Trust.

          Security  Agreement.  This  instrument  shall  constitute  a  security
agreement  to the  extent  any of the  Property  constitutes  fixtures  or other
personal  property,  and Lender shall have all of the rights of a secured  party
under the Uniform Commercial Code as amended from time to time.

          Security  Interest.  Upon  request by Lender,  Grantor  shall  execute
financing  statements  and take whatever  other action is requested by Lender to
perfect  and  continue  Lender's  security  interest  in the Rents and  Personal
Property.  In  addition  to  recording  this Deed of Trust in the real  property
records, Lender may, at any time and without further authorization from Grantor,
file executed  counterparts,  copies or reproductions of this Deed of Trust as a
financing statement. Grantor shall reimburse Lender for all expenses incurred in
perfecting or continuing  this security  interest.  Upon default,  Grantor shall
assemble the Personal Property in a manner and at a place reasonably  convenient
to Grantor  and Lender and make it  available  to Lender  within  three (3) days
after receipt of written demand from Lender.

          Addresses.  The  mailing  addresses  for Grantor  (debtor)  and Lender
(secured party), from which information concerning the security interest granted
by  this  Deed of  Trust  may be  obtained  (each  as  required  by the  Uniform
Commercial Code), are as stated on the first page of this Deed of Trust.

FURTHER  ABSSURANCES;  ATTORNEY-IN- FACT. The following  provisions  relating to
further assurances and attorney-in-fact are a part of this Deed of Trust.

          Further  Assurances.  At any time, and from time to time, upon request
of Lender, Grantor will make, execute and deliver, or will deliver or will cause
to be made, executed or delivered,  to Lender or to Lender's designee,  and when
requested by Lender , cause to be filed, recorded, refiled or rerecorded, as the
case may be, at such  times ad in such  offices  and  places as Lender  may deem
appropriate, any and all such mortgages, deed of trust, security deeds, security
agreements,  financing  statements,   continuation  statements,  instruments  of
further assurance, certificates, and other documents as may, in the sole opinion
of Lender, be necessary or desirable in order to effectuate,  complete, perfect,
continue,  or preserve (a) the  obligations  of Grantor and  Borrower  under the
Note,  This  Deed of Trust,  and the  Related  Documents,  and (b) the liens and
security interests created by this Deed of Trust as first and prior liens on the
Property,  whether now owned or hereafter acquired by Grantor. Unless prohibited
by law or agreed to the contrary by Lender in writing,  Grantor shall  reimburse
Lender  for all costs and  expenses  incurred  in  connection  with the  matters
referred to in this paragraph.

          Attorney-in-Fact. If Grantor fails to do any of the things referred to
in the preceding paragraph,  Lender may do so for and in the name of Grantor and
at Grantor's expense.  For such purposes,  Grantor hereby  irrevocably  appoints
Lender as  Grantor's  attorney-in-fact  for the  purpose of  making,  executing,
delivering,  filing, recording, and doing all another things as may be necessary
or desirable, in Lender's sole opinion, to accomplish the matters referred to in
the preceding paragraph.

FULL PERFORMANCE.  If Borrower pays all the indebtedness when due, and otherwise
performs all the  obligations  imposed  upon  Grantor  under this Deed of Trust,
Lender shall execute and deliver to Trustee a request for full  performance  and
shall execute and deliver to Grantor  suitable  statements of termination of any
financing  statement on file evidencing  Lender's security interest in the Rents
and Personal  Property.  Any  reconveyance  fee required by law shall be paid by
Grantor, if permitted by applicable law.

DEFAULT.  Each of the following,  at the option of Lender,  shall  constitute an
event of default ("Event of Default") under this Deed of Trust.

          Default on indebtedness.  Failure of Borrower to make any payment when
due on the indebtedness.

          Default on Other Payments. Failure of Grantor within the time required
by this Deed of Trust to make any payment for taxes or  insurance,  or any other
payment necessary to prevent filing of or to effect discharge of any lien.

          Compliance Default. Failure to comply with any other term, obligation,
covenant or condition contained in this Deed of Trust, the Note or in any of the
Related  Documents,  if such a failure is curable and if Grantor or Borrower has
not been given a notice of a breach of the same  provision of this Deed of Trust
within  the  preceding  twelve  (12)  months,  it may be cured  (and no Event of
Default will have occurred) if Grantor or Borrower,  after Lender sends, written
notice demanding cure of such failure: (a) cures the failure within fifteen (15)
days;  or (b) if the cure  requires  more than  fifteen  (15) days,  immediately
initiates  steps  sufficient  to cure the failure and  thereafter  continues and
completes all reasonable and necessary steps sufficient to produce compliance as
soon as reasonably practical.

          Breaches. Any warranty,  representation or statement made or furnished
to Lender by or on behalf of Grantor or Borrower  under this Deed of Trust,  the
Note or the Related Documents is, or at the time made or furnished was, false in
any material respect.

          Insolvency.  The  insolvency of Grantor or Borrower,  appointment of a
receiver or any part of Grantor or Borrower's  property,  any  assignment to the
benefit of creditor,  the commencement of any proceeding under any bankruptcy or
insolvency  laws  by or  against  Grantor  or  Borrower,  other  dissolution  or
termination  of Grantor or Borrower's  existence as a going business (if Grantor
or Borrower is a business).  Except to the extent  prohibited  by federal law or
Oregon  law,  the death of Grantor or  Borrower  (if  Grantor or  Borrower is an
individual) also shall constitute an Event of Default under this Deed of Trust.

          Foreclosure,  etc.  Commencement of  foreclosure,  whether by judicial
proceeding,  self-help,  repossession  or any other  method,  by any creditor or
Grantor against any of the Property. However, this subsection shall not apply in
the  event  of  a  good  faith   dispute  by  Grantor  as  to  the  validity  or
reasonableness of the claim which is the basis of the foreclosure, provided that
Grantor gives Lender  written  notice of such claim and furnishes  reserves or a
surety bond for the claim satisfactory to Lender.

          Breach of Other Agreement. Any breach by Grantor or Borrower under the
terms of any other agreement  between Grantor or Borrower and Lender that is not
remedied within any grace period provided therein,  including without limitation
any agreement  concerning  any  indebtedness  or other  obligation of Grantor or
Borrower to Lender, whether existing now or later.

          Events  Affecting  Guarantor.  Any of the preceding events occurs with
respect to any Guarantor of any of the  indebtedness  or such  Guarantor dies or
becomes  incompetent.  Lender, at its option, may, but shall not be required to,
permit the Guarantor's estate to assume  unconditionally the obligations arising
under the guaranty in a manner  satisfactory  to Lender,  and, in doing so, cure
the Event of Default.

          Insecurity.  Lender in good faith deems itself insecure.

RIGHTS AND REMEDIES ON DEFAULT.  Upon the occurrence of any Event of Default and
at any time thereafter,  Trustee or Lender, at its option,  may exercise any one
or more of the following rights and remedies, in addition to any other rights or
remedies provided by law:

          Accelerate indebtedness.  Lender shall have the right at its option to
declare the entire  indebtedness  immediately  due and  payable,  including  any
prepayment penalty which Borrower would be required to pay.

          Foreclosure. With respect to all or any part of the Real Property, the
Trustee  shall have the right to foreclose by notice and sale,  and Lender shall
have  the  right  to  foreclose  by  judicial  foreclosure.  In  either  case in
accordance  with and to the full extent provided by applicable law. If this Deed
of Trust is  foreclosed  by judicial  foreclosure,  Lender will be entitled to a
judgment which we provide that if the foreclosure sale proceeds are insufficient
to  satisfy  the  judgment,  execution  may issue for the  amount of the  unpaid
balance of the judgment.

          UCC  Remedies.  With  respect  to  all  or any  part  of the  Personal
Property, Lender shall have all the rights and remedies of a secured party under
- - - - Cannot read this line - - - - - .

          Collect Rents. Lender shall have the right,  without notice to Grantor
or  Borrower,  to take  possession  of and manage the  Property  and collect the
Rents,  including amounts past due and unpaid, and apply the net proceeds,  over
and above  Lender's  costs,  against the  indebtedness,  in  furtherance of this
right,  Lender may  require  any tenant or other  user of the  Property  to make
payments of rent or use fees  directly to Lender.  If the Rents are collected by
Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact
to endorse instruments received in payment thereof in the name of Grantor and to
negotiate  the same and collect he proceeds.  Payments by tenants or other users
to Lender in response to Lender's demand shall satisfy the obligations for which
the payments are made, whether or not any proper grounds for the demand existed.
Lender may  exercise  its rights under this  subparagraph  either in person,  by
agent, or through a receiver.

          Appoint  Receiver.  Lender  shall  have the  right to have a  receiver
appointed to take possession of all or any part of the Property,  with the power
to protect  and  preserve  the  Property,  to  operate  the  Property  preceding
foreclosure  or sale,  and to collect the Rents from the  Property and apply the
proceeds, over and above the cost of the receivership, against the indebtedness.
The  receiver may serve  without bond if permitted by law Lender's  right to the
appointment  of a receiver  shall exist whether or not the apparent value of the
Property exceeds the indebtedness by a substantial amount.
Employment by Lender shall not disqualify a person from serving as a receiver.

          Tenancy  at  Sufferance.  If  Grantor  remains  in  possession  of the
Property  after the  Property  is sold as  provided  above or  Lender  otherwise
becomes entitled to possession of the Property upon default of Grantor,  Grantor
shall become a tenant at  sufferance  of Lender or the purchaser of the Property
and shall, at Lender's option, either (a) pay a reasonable rental for the use of
the Property, or (b) vacate the Property immediately upon the demand of Lender.

Other Remedies.  Trustee or Lender shall have any other right or remedy provided
in this Deed of Trust or the Note or by law.

          Notice of Sale.  Lender  shall give Grantor  reasonable  notice of the
time and place of any public sale of the Personal  Property or of the time after
which any private sale or other intended disposition of the Personal Property is
to be made.  Reasonable  notice  shall mean notice  given at least ten (10) days
before the time of the sale or disposition. Any sale of Personal Property may be
made in conjunction with any sale of the Real Property.

          Sale of the  Property.  To the extent  permitted  by  applicable  law,
Grantor  and  Borrower  hereby  waive any and all  rights  to have the  Property
marshaled. In exercising its rights and remedies, the Trustee or Lender shall be
free to sell all or any part of the Property together or separately, in one sale
or by separate sales.  Lender shall be entitled to bid at any public sale on all
or any portion of the Property.

          Waiver;  Election of Remedies.  A waiver by any party of a breach of a
provision  of this Deed of Trust shall not  constitute  a waiver of or prejudice
the party's rights otherwise to demand strict  compliance with that provision or
any other  provision.  Election by Lender to pursue any remedy  provided in this
Deed of Trust, the Note, in any Related  Document,  or provided by law shall not
exclude pursuit of any other remedy,  and an election to make expenditures or to
take action to perform an obligation  of Grantor or Borrower  under this Deed of
Trust after failure of Grantor or Borrower to perform shall not affect  Lender's
right to declare a default and to exercise any of its remedies.

          Attorneys' Fees; Expenses.  If Lender institutes any suit or action to
enforce  any of the  terms of the Deed of Trust,  Lender  shall be  entitled  to
recover such sum as the court may adjudge reasonable as attorneys' fees at trial
and on any appeal.  Whether or not any court action is involved,  all reasonable
expenses  incurred by Lender which in Lender's opinion are necessary at any time
for the protection of its interest or the enforcement of its rights shall become
a part of the indebtedness payable on demand and shall bear interest at the Note
rate  from  the date of  expenditure  until  repaid.  Expenses  covered  by this
paragraph  include,  without  limitation,  however  subject to any limits  under
applicable  law  Lender's  attorneys'  fees  whether  or not  there is a lawsuit
including  attorneys'  fees for  bankruptcy  proceedings  (including  efforts to
modify or vacate any automatic stay or injunction),  appeals and any anticipated
post-judgment  collection  services,  the cost of searching  records,  obtaining
title reports )including  foreclosure  reports),  surveyors  reports,  appraisal
fees,  title  insurance,  and fees for the Trustee,  to the extent  permitted by
applicable law.  Grantor also will pay any court costs, in addition to all other
sums provided by law.

Right of Trustee.  Trustee  shall have all of the rights and duties of Lender as
set forth in this section.

POWERS AND  OBLIGATIONS  OF TRUSTEE.  The following  provisions  relating to the
powers and obligations of Trustee are part of this Deed of Trust.

          Powers of trustee.  In addition to all powers of Trustee  arising as a
matter of law, Trustee shall have the power to take the following actions with -
- - - - - - -cannot read this line - - - - - - -

                                   PART IV

                              ITEM 14. PARAGRAPH 3

                            EXHIBIT TABLE: SECTION 10

                               MATERIAL CONTRACTS

                                  EXHIBIT 3(b)

                                 PROMISSORY NOTE

$791,000.00
Midland,Texas                                                 September 27, 1996

          FOR VALUE RECEIVED,  the undersigned,  IFM INVESTMENTS,  INC., a Texas
corporation ("Borrower"), promises to pay to the order of MIDLAND AMERICAN BANK,
a Texas banking association ("Lender"),  at its banking offices at 401 W. Texas,
Midland,  Midland County,  Texas, the principal sum of SEVEN HUNDRED  NINETY-ONE
THOUSAND AND NO/100 DOLLARS ($791,000.00),  together with interest on the unpaid
principal  balance from day to day outstanding prior to default or maturity at a
per annum  rate  which  shall  from day to day be equal to the lesser of (i) the
Prime Rate  (hereinafter  defined) in effect  from day to day,  plus two percent
(2%) per annum (the  "Established  Rate) (calculated on the basis of actual days
elapsed in a year consisting of 360 days) or (ii) the Maximum Rate  (hereinafter
defined) (calculated on the basis of actual days elapsed in a year consisting of
365 or 366 days, as  appropriate).  Each change in the rate of interest  charged
hereunder shall, subject to the terms hereof,  become effective,  without notice
to  Borrower,  upon the  effective  date of each change in the Prime Rate or the
Maximum  Rate,  as the  case may be.  If at any  time and from  time to time the
Established Rate exceeds the Maximum Rate,  thereby causing the interest payable
to be  limited  to the  Maximum  Rate,  then  any  subsequent  reduction  in the
Established  Rate  shall not  reduce the rate of  interest  hereunder  below the
Maximum Rate until the total amount of interest accrued hereon equals the amount
of interest  that would have  accrued if the  Established  Rate had at all times
been in effect.  All past due  principal  on and  accrued  interest of this Note
shall bear interest at the Maximum Rate.

          As used  herein,  "Prime  Rate"  shall  mean  that  rate  of  interest
established from time to time, and denominated as such, by Lender as its general
reference  rate of  interest.  The Prime Rate is not the lowest rate of interest
charged by Lender on extensions of credit to its customers.

          As used  herein,  "Maximum  Rate" shall mean the maximum  non-usurious
rate of  interest,  if any,  that at any  time,  or from  time to  time,  may be
contracted for, taken, reserved, charged or received under applicable law on the
indebtedness  evidenced by this Note,  after taking into account,  to the extent
required by  applicable  law,  any and all relevant  payments,  charges or other
amounts under this Note and all  instruments  securing  payment of this Note. To
the extent that Article 5069-1.04,  Texas Revised Civil Statutes  Annotated,  as
amended, is relevant for purposes of determining the Maximum Rate, Lender hereby
notifies  Borrower that the applicable rate ceiling shall be the "indicated rate
ceiling"  from time to time in effect,  as limited  by  Article  5069-1.04  (b);
provided,  however,  that to the extent  permitted  by  applicable  law,  Lender
reserves  the right to change the  applicable  rate ceiling from time to time by
further notice to Borrower;  and, provided further,  that the Maximum Rate shall
not be limited to the applicable rate ceiling under Article 5069-1.04 if federal
laws or other state laws now or hereafter in effect and  applicable to this Note
(and the interest contracted for, charged and collected  hereunder) shall permit
a higher rate of interest.

The  principal  of this  Note  shall  be due and  payable  in  thirty-five  (35)
consecutive monthly  installments in the amount of $9,416.00 each, followed by a
thirty-sixth  (36) and final  installment  for,  charged,  or received by Lender
exceed the Maximum Rate.  If, for any  circumstance  whatsoever,  interest would
otherwise  be  payable to Lender in excess of the  Maximum  Rate,  the  interest
payable to Lender hereunder shall be reduced to the Maximum Rate; and if for any
circumstance  Lender  shall ever receive  anything of value  deemed  interest by
applicable  law in excess of the Maximum Rate,  then an amount equal to any such
excess  shall be applied to the  reduction of the  principal  hereof and not the
payment of interest, or if such excessive interest exceeds the unpaid balance of
principal hereof,  such excess shall be refunded to Borrower.  All interest paid
or agreed to be paid to Lender shall, to the extent permitted by applicable law,
be amortized  prorated,  allocated,  and spread throughout the full period until
payment  in full of the  principal  (including  the  period  of any  renewal  or
extension  hereof) so that the  interest  hereon for such full period  shall not
exceed the Maximum Rate.

This Note shall be governed by and construed in accordance  with the laws of the
State of Texas and the laws of the United States  applicable to  transactions in
Texas.

THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE  CONTRADICTED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL
AGREEMENTS BETWEEN THE PARTIES.

IFM INVESTMENTS, INC.

By: /s/ Richard I. Michael

Printed Name:  Richard I. Michael

Title: Agents & Attorney

                                                                  Written    by
H. Kern

Hanzle

BORROWER:
IFM INVESTMENTS, lNC.
By:  /s/ Richard Michael
Name: Richard Michael
Title:  Agent & Attorney

BANK:
MIDLAND AMERICAN BANK
By:  /s/ Karl J. Reiter
Title: Vice President

HEALTHTECHI INTERNATIONAL, INC.

Name: /s/ Tim Williams
Title:  President

                              MIDLAND AMERICAN BANK

                                 LOAN AGREEMENT

This loan  Agreement  (the  "Agreement")  dated as of September 27, 1996, by and
between  MIDLAND  AMERICAN  BANK,  ("Bank"),  IFM  INVESTMENTS,  INC.,  a  Texas
corporation  ("'Borrower"),   and  HEALTHTECH  INTERNATIONAL,   INC.,  a  Nevada
corporation ("Guarantor").

In  consideration  of the Loan or Loans described below and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, Bank,
Borrower, and Guarantor agree as follows:

1. DEFINITIONS AND REFERENCE TERMS. In addition to any terms defined herein, the
following terms shall have the meaning set forth with respect thereto:

A.   Borrower: IFM Investments,  Inc. B. Borrower's Address: 225 Corporate Drive
     Midland,  Texas 79705 C. Current Assets. Current Assets means the aggregate
     amount  of all  of  Borrower's  assets  which  would,  in  accordance  with
     generally  accepted  account  principals  ("GAAP"),  properly be defined as
     current  assets.  D. Current  Liabilities.  Current  Liabilities  means the
     aggregate  amount of all current  liabilities  as  determined in accordance
     with GAAP,  but in any event shall  include all  liabilities  except  those
     having a  maturity  date  which is more  than one year  from the date as of
     which  such   computation   is  being  made.   E.   Guarantor:   HealthTech
     International,  Inc.  F.  Guarantor's  Address:  1237 South Val Verde Drive
     Mesa, Arizona 85204 G. Hazardous Materials. Hazardous Materials include all
     materials  defined as hazardous  materials  or  substance  under any local,
     state or federal  environmental laws, rules or regulations,  and petroleum,
     petroleum  products,  oil and  asbestos.  H. Loan.  Any loan  described  in
     section 2 hereof and any subsequent loan which states that it is subject to
     this Agreement. I. Loan Documents.  Loan Documents means this Agreement and
     any and all promissory  notes executed by Borrower in favor of Bank and all
     other  documents,  instruments,  guarantees,  certificates  and  agreements
     executed  and/or  delivered  by  Borrower,   Guarantor,  and/or  any  other
     guarantor  or third party in  connection  with any Loan.  J.  Tangible  Net
     Worth.  Tangible  Net Worth means the amount by which total  assets  exceed
     total  liabilities  in  accordance  with GAAP.  K.  Accounting  Terms.  All
     accounting  terms not  specifically  defined or specified herein shall have
     the meanings  generally  attributed  to such terms under GAAP, as in effect
     from time to time,  consistently  applied,  with  respect to the  financial
     statements referenced in Section 3.H hereof.

2.      LOANS

         A. Loan.  Subject to the terms and  conditions of this Agreement and of
the other Loan  Documents,  Bank hereby agrees to make (or has made) one or more
loans to Borrower in the aggregate  principal  face amount of  $791,000.00.  The
obligation  to repay the loans is  evidenced  by a  promissory  note dated as of
September  27,  1996,  in the  principal  amount of  $791,000.00,  to be made by
Borrower and payable to the order of Bank, and having a maturity date, repayment
terms,  and interest rate as set forth in said  promissory  note (the promissory
note together with any all renewals, extensions or rearrangements thereof, being
hereafter collectively referred to as the "Note").

3.  REPRESENTATIONS  AND WARRANTIES.  Borrower hereby represents and warrants to
Bank as follows:

     A. Good  Standing.  Borrower  is a  corporation,  duly  organized,  validly
existing and in good  standing  under the laws of the State of Texas and has the
power and  authority  to own its  property  and to carry on its business in each
jurisdiction in which Borrower does business.

     B.  Authority  and  Compliance.  Borrower  has full power and  authority to
execute and deliver the Loan Documents and to incur and perform the  obligations
provided to therein,  all of which have been duly  authorized  by all proper and
necessary  action of the appropriate  governing body of Borrower.  No consent or
approval of any public authority or other third party is required as a condition
to the validity of any Loan  Document,  and Borrower is in  compliance  with all
laws and regulatory requirements to which it is subject.

     C. Binding Agreement.  This Agreement and the other Loan Documents executed
by  Borrower  constitute  valid and legally  binding  obligations  of  Borrower,
enforceable in accordance with their terms.

     D. Litigation There is no proceeding  involving Borrower pending or, to the
knowledge  of Borrower,  threatened  before any court of  government  authority,
agency or  arbitration  authority,  except as  disclosed  to Bank in writing and
acknowledged in writing by Bank prior to the date of the Agreement.

     E. No Conflicting Agreements.  There is no charter, bylaw, stock provision,
partnership agreement or other document pertaining to the organization, power or
authority of Borrower and no  provision  of any  existing  agreement,  mortgage,
indenture or contract binding on Borrower or affecting its property, which would
conflict with or in any way prevent the  execution,  delivery or carrying out of
the terms of this Agreement and the other Loan Documents.

     F.  Ownership  of Assets.  Borrower  has good title to its assets,  and its
assets are free and clear of liens,  except  those  disclosed  by  Borrower  and
acknowledged by Bank in writing prior to the date of this Agreement.

     G. Taxes.  All taxes and  assessments due and payable by Borrower have been
paid or are being  contested in good faith by  appropriate  proceedings  and the
Borrower has filed all tax returns which it is required to file.

     H. Financial  Statements.  The financial  statements of Borrower heretofore
delivered to Bank have been prepared on a consistent basis throughout the period
involved and fairly  present  Borrower's  financial  condition as of the date or
dates  thereof,  and there has been no  material  adverse  change in  Borrower's
financial  condition or operations since June 30, 1996. All factual  information
furnished by Borrower to Bank in  connection  with this  Agreement and the other
Loan Documents is and will be accurate and complete on the date as of which such
information  is delivered to Bank and is not and will not be  incomplete  by the
omission of any material fact necessary to make such information not misleading.

     I. Place of Business.  Borrower's chief executive office is located at: 725
Corporate Drive Midland, TX 79702

     J.  Environmental.  The conduct of Borrower's  business  operations and the
condition of  Borrower's  property do not and will not violate any federal laws,
rules  or  ordinances   for   environmental   protection,   regulations  of  the
Environmental  Protection  Agency,  any  applicable  local or state  law,  rule,
regulation or rule of common law or any judicial interpretation thereof relating
primarily to the environment or Hazardous Materials.

     K. Continuation of Representations and Warranties.  All representations and
warranties made under this Agreement shall be deemed to be made at and as of the
date hereof and as of the date of any advance under any Loan

     4.  COIMMITMENT  FEE. As a condition  precedent to the  obligations of Bank
under  this  Agreement,  Borrower  shall  pay  to  Bank  a  non-refundable  loan
commitment fee in the amount of $7,500.00 at or prior to closing of the Loan. 5.
AFFIRMATIVE COVENANTS.  Until full payment and performance of all obligations of
Borrower under the Loan Documents, Borrower will, unless Bank consents otherwise
in writing (and without limiting any requirement of any other Loan Document):

     A.   Financial  Condition.   Maintain  Borrower's  financial  condition  as
          follows,  determined in  accordance  with GAAP applied on a consistent
          basis  throughout the period involved except to the extent modified by
          the following definitions:

                i. Maintain a cash flow coverage ratio, defined as the aggregate
of net income after taxes plus  depreciation and other non-cash  expenses,  less
gain on sale of assets,  dividends,  withdrawals  and treasury  stock  purchases
divided by the  aggregate of the current  portion of long-term  debt and capital
lease obligations, of not less than 1.5 for each calendar quarter beginning with
the calendar  quarter  ending  December 31, 1996 and  continuing  every  quarter
thereafter.

                B. Maintenance of Minimum Value of Pledged Stock. As part of the
security for the Note and the Loan,  Borrower has pledged  50,000 fully paid and
unrestricted shares of the common stock of Guarantor.  Borrower agrees to obtain
and pledge  additional fully paid,  non-assessable,  and unrestricted  shares of
stock of Guarantor,  from time to time as hereinafter  set forth,  sufficient to
maintain the value of all such shares of stock of  Guarantor  pledged to Midland
American Bank at no less than  $150,000.00.  Such value will be determined,  and
such pledge maintained, as follows:

                 i.  Within  ten  (10)  business  days of the  end of the  third
calendar  quarter of 1996,  Borrower will calculate the average closing price of
Guarantor's stock over the preceding  calendar quarter.  Such will be calculated
by adding  the final  closing  price of  Guarantor's  stock at the close of each
trading day during the preceding  calendar  quarter,  and dividing the resulting
sum by the number of such trading days.

                 ii. The resulting  average  closing price of Guarantor's  stock
shall  then be  multiplied  by the  number of shares of  Guarantor's  stock then
pledged by Borrower to Bank. If the resulting  product is less than $150,000.00,
by the end of such ten (10) business day period Borrower shall actually  deliver
to  Bank,  and  executed  appropriate  pledge  documents  prepared  by  Bank,  a
certificate or  certificates  for  additional  fully paid,  non-assessable,  and
unrestricted  shares of the common  stock of Guarantor  sufficient  to bring the
value thereof  (using the  previously  calculated  average  closing  price) to a
minimum of $150,000.00.

                iii  Within  ten  (10)  business  days of the end of the  fourth
calendar quarter of 1996 and each calendar quarter thereafter,  Borrower will in
the same fashion calculate the average closing price of Guarantor's common stock
and deliver to Bank a certificate or certificates for such additional  shares of
the fully paid,  non-assessable,  and unrestricted  common stock of Guarantor as
may be necessary  to maintain the value of all such shares  pledged to Bank at a
minimum of $150,000.00.

                 C.  Financial  Statements  and  Other  Information;  Compliance
Certificates  Maintain  a  system  of  accounting  satisfactory  to Bank  and in
accordance  with GAAP  applied  on a  consistent  basis  throughout  the  period
involved and permit Bank's officers or authorized  representatives  to visit and
inspect  Borrower's  books of account and other records at such reasonable times
and as often  as Bank  forgoing  purposes.  Unless  written  notice  of  another
location  is given to Bank,  Borrower's  books and  records  will be  located at
Borrower's  chief  executive  office  set forth  above.  Except as  specifically
provided  otherwise  below, all financial  statements  called for below shall be
prepared in form and content  acceptable  to Bank and by  independent  certified
public accountants acceptable to Bank.

                  In addition, Borrower will:

                   i.  Furnish to Bank  company  prepared  financial  statements
(including a balance  sheet,  profit and loss  statement,  and statement of cash
flows) of Borrower for each  quarter of each fiscal year of Borrower,  within 30
days after the close of each such period.

                   ii.  Furnish  to  Bank a FORM  10-K  financial  statement  of
Guarantor for each fiscal year of Guarantor,  within 120 days after the close of
each such fiscal year.

                   iii.  Furnish  to Bank a FORM  10-Q  financial  statement  of
Guarantor  for each  quarter of each  fiscal year of  Guarantor,  within 45 days
after the close of each such period.

                   iv.  Furnish  to  Bank  a  compliance  certificate  for  (and
executed by an  authorized  representative  of) Borrower  concurrently  with and
dated as of the date of delivery of each of the financial statements as required
in paragraphs i and ii above,  covering the period of such financial  statement,
and containing (a) a  certification  that the financial  statements of even date
are true and correct and that the Borrower is not in default  under the terms of
this Agreement; (b) a certification at the average closing price for Guarantor's
common  stock  provided  by Borrower to Bank  pursuant to  Paragraph  5B of this
Agreement  has been properly  calculated by Borrower,  and Borrower has properly
delivered to Bank additional certificates of the fully paid, non-assessable, and
unrestricted  shares of common  stock of  Guarantor  for pledge to maintain  the
minimum  value   requirements  of  Paragraph  5B  of  this   Agreement;   (c)  a
certification  that the Borrower has  maintained the cash flow coverage ratio in
accordance  with  the  requirements  of  Paragraph  5A  (i) of  this  Agreement,
providing to Bank a detailed  calculation of such cash flow coverage ratio;  and
(d)  computations  and  conclusions,  in such detail as Bank may  request,  with
respect  to  compliance  with  this  Agreement,  and the other  Loan  Documents,
including  computations  of all  quantitative  covenants.  Each such  compliance
certificate  shall contain a statement by Borrower that all  statements  made in
the  compliance  certificate  are true and correct,  based upon true and correct
financial records of Borrower.

                  v.  Furnish  to Bank  promptly  such  additional  information,
reports  and  statements   respecting  the  business  operations  and  financial
condition of Borrower and  Guarantor,  respectively,  from time to time, as Bank
may reasonably request.

     C. Insurance.  Maintain insurance with responsible  insurance  companies on
such of its properties, in such amounts and against such risks as is customarily
maintained by similar businesses operating in the same vicinity, specifically to
include  fire and extended  coverage  insurance  covering  all assets,  business
interruption insurance,  workers compensation insurance and liability insurance,
all to be with such  companies and in such amounts as are  satisfactory  to Bank
and  providing  for at least 30 days  prior  notice to Bank of any  cancellation
thereof, and listing the Bank as the loss payee.  Satisfactory  evidence of such
insurance  Will be  supplied  to Bank prior to funding  under the Loan(s) and 30
days prior to each policy renewal.

     D.  Existence and  Compliance.  Maintain its  existence,  good standing and
qualification  to  do  business,  where  required  and  comply  with  all  laws,
regulations  and  governmental   requirements  including,   without  limitation,
environmental  laws  applicable  to it or  to  any  of  its  property,  business
operations and transactions.

     E. Adverse Conditions or Events. Promptly advise Bank in writing of (i) any
condition,  event  or act  which  comes  to its  attention  that  would or might
materially  adversely  affect  Borrower's  financial  condition or operations or
Bank's rights under the Loan Documents,  (ii) any litigation filed by or against
Borrower,  (iii) any event that has occurred  that would  constitute an event of
default under any Loan  Documents and (iv) any uninsured or partially  uninsured
loss through fire,  theft liability or property damage in excess of an aggregate
of $25,000.

     F. Taxes and Other Obligations. Pay all of its taxes, assessments and other
obligations,  including,  but not  limited  to  taxes,  costs or other  expenses
arising out of this transaction,  as the same become due and payable,  except to
the extent the same are being contested in good faith by appropriate proceedings
in a diligent manner.

     G. Maintenance. Maintain all of its tangible property in good condition and
repair and make all necessary  replacements  thereof,  and preserve and maintain
all licenses, trademarks,  privileges, permits, franchises,  certificate and the
like necessary for the operation of its business.

     H.  Environmental.  Immediately  advise  Bank in writing of (i) any and all
enforcement  cleanup,  remedial,  removal,  or other  governmental or regulatory
actions instituted,  completed or threatened pursuant to any applicable federal,
state,  or local laws,  ordinances  or  regulations  relating  to any  Hazardous
Materials affecting Borrower's business operations;  and (ii) all claims made or
threatened   by  any  third  party   against   Borrower   relating  to  damages,
contribution,  cost recovery,  compensation,  loss or injury  resulting from any
Hazardous  Materials.  Borrower  shall  immediately  notify Bank of any remedial
action  taken by  Borrower  with  respect  to  Borrower's  business  operations.
Borrower will not use or permit any other party to use any  Hazardous  Materials
at any of  Borrower's  places  of  business  or at any other  property  owned by
Borrower except such materials as are incidental to Borrower's  normal course of
business,  maintenance  and repairs and which are handled in compliance with all
applicable  environmental  laws.  Borrower  agrees to permit  Bank,  its agents,
contractors  and  employees  to enter and  inspect any of  Borrower's  places of
business or any other  property of Borrower at any  reasonable  times upon three
(3)  days  prior  notice  for  the  purposes  of  conducting  an   environmental
investigation  and audit  (including  taking  physical  samples)  to insure that
Borrower is complying  with this covenant and Borrower  shall  reimburse Bank on
demand for the costs of any such environmental investigation and audit. Borrower
shall provide Bank, its agents, contractors,  employees and representatives with
access to and copies of any and all data and  documents  relating  to or dealing
with any Hazardous Materials used, generated,  manufactured,  stored or disposed
of by  Borrower's  business  operations  within  five  (5)  days of the  request
therefore.

     I. Title  Curative.  Within sixty (60) days of funding of the Loan provided
for in  Section  2 of  this  Agreement,  Borrower  shall:  (i)  present  to Bank
appropriate  documentation  satisfactory  in form and  substance to Bank, in its
sole  discretion,  evidencing  Borrower's  acquisition of good and  merchantable
title, free and clear of liens,  claims,  and encumbrances,  to the 30-foot wide
strip of land out of Lot 1, Block 1, Corporate Plaza, an Addition to the City of
Midland,  Midland County, Texas,  according to the map or plat thereof of record
in Cabinet D, Page 65, Plat Records,  Midland County,  Texas, which is currently
being utilized by Borrower for parking purposes in the operation of its business
at 225 Corporate Drive,  Midland,  Texas, as more particularly  reflected on the
survey  being  furnished  to Bank at  closing  of the  Loan,  and (ii)  execute,
acknowledge, and deliver such deeds of trust as the Bank may require to create a
first  and prior  lien in its favor  upon  such  30-foot  wide  strip of land as
security for payment of the Loan and performance of the Loan Documents.

     6.  NEGATIVE   COVENANTS.   Until  full  payment  and  performance  of  all
obligations of Borrower under the Loan Documents, Borrower will not, without the
prior written consent of Bank (and without limiting any requirement of any other
Loan Documents):

     A.   Capital  Expenditures.  Make capital  expenditures  during each fiscal
          year  (including   capitalized  leases)  exceeding  in  the  aggregate
          $25,000.

     B.   Lease  Expenditures.  Incur new  obligations  for the lease or hire of
          real or  personal  property  requiring  payments in any fiscal year in
          excess of an aggregate of $10,000.

     C.   Transfer  of Assets or  Control..  Sell,  lease,  assign or  otherwise
          dispose of or transfer any assets,  except in the normal course of its
          business,  or enter  into any  merger or  consolidation,  or  transfer
          control  or   ownership  of  the  Borrower  or  form  or  acquire  any
          subsidiary.

     E.   Liens.  Grant, suffer or permit any contractual or noncontractual lien
          on or security  interest in its  assets,  except in favor of Bank,  or
          fail to promptly  pay when due all lawful  claims,  whether for labor,
          materials or otherwise.

     F.   Extensions of Credit.  Make or permit any subsidiary to make, any loan
          or advance to any person or entity, or purchase or otherwise  acquire,
          or permit any subsidiary to purchase or otherwise acquire, any capital
          stock, assets,  obligations,  or other securities of, make any capital
          contribution to, or otherwise invest in or acquire any interest in any
          entity,  or  participate as a partner or joint venture with any person
          or entity, except for the purchase of direct obligations of the United
          States or any agency thereof with maturities of less than one year.

     G.   Borrowings.  Create,  incur, assume or become liable in any manner for
          any  indebtedness  (for  borrowed  money,  deferred  payment  for  the
          purchase of assets,  lease  payments,  as surety or guarantor  for the
          debt for another,  or otherwise) other than to Bank, except for normal
          trade debts  incurred in the ordinary  course of Borrower's  business,
          and except for existing indebtedness  disclosed to Bank in writing and
          acknowledged by Bank in writing prior to the date of this Agreement.

     H.   Dividends  and  Distributions.   Make  any  distribution  (other  than
          dividends  payable in capital  stock of Borrower) on any shares of any
          class of its capital stock,  or apply any of its property or assets to
          the  purchase,  redemption  or other  retirement  of any shares of any
          class of capital  stock of or any  partnership  interest  in  Borrower
          exceeding in the aggregate or in any way amend its capital structure.

     I.   Character  of  Business.  Change the general  character of business as
          conducted  at the date  hereof,  or engage in any type of business not
          reasonably related to its business as presently conducted.

     J.   Management  Change.   Make  any  substantial  change  in  its  present
          executive or management personnel.

                DEFAULT.  Borrower  shall be in default under this Agreement and
under each of the other Loan  Documents:  (a) if it shall default in the payment
of any  amounts  due and owing  under  the Loan or should it fail to timely  and
properly observe, keep or perform any term, covenant,  agreement or condition in
any Loan  Document or in any other loan  agreement,  promissory  note,  security
agreement,  deed of trust,  deed to secure debt,  mortgage,  assignment or other
contract securing or evidencing  payment of any indebtedness of Borrower to Bank
or any  affiliate or  subsidiary of Bank; or (b) if default shall be made in the
timely performance of the payments required to be made by "Settling  Defendants"
under that certain  Settlement  Agreement  dated as of August 21, 1996,  between
Foster  Commercial,  Inc., as "Plaintiff," and HealthTech  International,  Inc.,
Borrower,  and Gordon Hall, as "Settling Defendants," relating to compromise and
settlement of the consent judgment rendered pursuant thereto in Cause No. 40,875
in the 238th District Court of Midland County, Texas, styled "Foster Commercial,
Inc. v. HealthTech International,  Inc., IFM Investments, Inc., Paul Thorpe, and
Gordon  Hall." The  foregoing  events of default  are  hereinafter  referred  to
collectively as 'Events of Default."

     8. REMEDIES UPON  DEFAULT.  If an Event of Default shall occur,  Bank shall
have all rights,  powers and remedies available under each of the Loan Documents
as well as all rights and remedies available at law or in equity.

     9. NOTICES. All notices, requests or demands which any party is required or
may desire to give to any other party under any provision of this Agreement must
be in writing delivered to the other party at the following address:

                                Borrower :         IFM Investments, Inc.
                                                   225 Corporate Drive
                                                   Midland, Texas 79705

                                Guarantor :      HealthTech International, Inc.
                                                  1237 South Val Verde Drive
                                                  Mesa, Arizona 85204

                                 Bank :           Midland American Bank
                                                  401 W. Texas
                                                  Midland, Texas 79701
                                            Attn: Karl J. Reiter, Vice-President

or to such other  address as any party may  designate  by written  notice to the
other party. Each such notice,  request and demand shall be deemed given or made
as follows:

     A.   If sent by mail,  upon the  earlier of the date of receipt or five (5)
          days after deposit in the U.S. Mail, first class postage  prepaid;

     B.   If sent by any other means, upon delivery.

                   10. COSTS,  EXPENSES, AND ATTORNEYS' FEES. Borrower shall pay
to Bank  immediately  upon  demand  the full  amount of all costs and  expenses,
including  reasonable  attorneys'  fees (to include outside counsel fees and all
allocated  costs of Bank's  in-house  counsel if permitted by  applicable  law),
incurred by Bank in connection  with (a)  negotiation  and  preparation  of this
Agreement  and  each  of the  Loan  Documents,  and  (b)  all  other  costs  and
attorney's'  fees incurred by Bank for which  Borrower is obligated to reimburse
Bank in accordance with the terms of the Loan Documents.

     11. MISCELLANEOUS. Borrower and Bank further covenant and agree as follows,
without limiting any requirement of any other Loan Document.

     A.  Cumulative  Rights and No Waiver.  Each and every right granted to Bank
under any Loan  Document,  or allowed it by law or equity shall be cumulative of
each other and may be exercised in addition to any and all other rights of Bank,
and no delay in  exercising  any right shall  operate as a waiver  thereof,  nor
shall any single or partial  exercise by Bank of any right preclude any other or
future exercise thereof or the exercise of any other right.  Borrower  expressly
waives any presentment  demand,  protest or other notice of any kind,  including
but not limited to notice of intent to accelerate and notice of acceleration. No
notice to or demand on Borrower in any case shall, of itself,  entitle  Borrower
to any other or future notice or demand in similar or other circumstances.

     B.  Applicable  Law. This  Agreement and the rights and  obligations of the
parties  hereunder  shall be governed by and  interpreted in accordance with the
laws of Texas and applicable United States federal law.

     C.  Amendment.  No  modification,  consent,  amendment  or  waiver  of  any
provision of this Agreement, nor consent to any departure by Borrower therefrom,
shall be effective  unless the same shall be in writing and signed by an officer
of Bank, and then shall be effective only in the specified  instance and for the
purpose for which given.  This Agreement is binding upon Borrower and Guarantor,
their successors and assigns,  and inures to the benefit of Bank, its successors
and  assigns;  however,  no  assignment  or  other  transfer  of  Borrower's  or
Guarantor's  rights  or  obligations  hereunder  shall  be made or be  effective
without Bank's prior written consent, nor shall it relieve Borrower or Guarantor
of any  obligations  hereunder.  There is no  third  party  beneficiary  of this
Agreement.

     D. Documents.  All documents,  certificates  and other items required under
this  Agreement  to be executed  and/or  delivered  to Bank shall be in form and
content satisfactory to Bank and its counsel.

     E. Partial Invalidity.  The unenforceability or invalidity of any provision
of this Agreement shall not affect the  enforceability  or validity of any other
provision herein and the invalidity or  unenforceability of any provision of any
Loan Document to any person or circumstance  shall not affect the enforceability
or validity of such provision as it may apply to other persons or circumstances.

     F. Indemnification.  Notwithstanding  anything to the contrary contained in
this Agreement, Borrower shall indemnify, defend and hold Bank and is successors
and  assigns  harmless  from and against  any and all  claims,  demands,  suits,
losses,  damages,  assessments,   fines,  penalties,  costs  or  other  expenses
(including  reasonable  attorneys'  fees and court costs) arising from or in any
way related to any of the transactions  contemplated  hereby,  including but not
limited to actuate or  threatened  damage to the  environment,  agency  costs of
investigation, personal injury or death, or property damage, due to a release or
alleged  release  of  hazardous  materials,  arising  from  Borrower's  business
operations,  any other  property  owned by  Borrower or in the surface or ground
water arising from Borrower's business operations,  or gaseous emissions arising
from Borrower's  business  operations or any other condition existing or arising
from  Borrower's  business  operations  resulting  from the use or  existence of
hazardous  materials,  whether such claim  proves to be true or false.  Borrower
further agrees that is indemnity  obligations shall include, but are not limited
to,  liability  for damages  resulting  from the personal  injury or death of an
employee  of the  Borrower  regardless  of  whether  the  Borrower  has paid the
employee  under the  workmen's  compensation  laws of any state or other similar
federal or state legislation for the protection of employees. The term "property
damage" as used in this paragraph includes, but is not limited to, damage to any
real or personal  property of the Borrower,  the Bank, and of any third parties.
The Borrower's  obligations  under this paragraph shall survive the repayment of
the Loan  and any  deed in lieu of  foreclosure  or  foreclosure  of any Deed to
Secure Debt, Deed of Trust, Security Agreement or Mortgage securing the Loan.

     G. Survivability. All covenants, agreements, representations and warranties
made herein or in the other Loan Documents  shall survive the making of the Loan
and shall  continue in full force and effect so long as the Loan is  outstanding
or the obligation of the Bank to make any advances under the Loan shall not have
expired.

     12. ARBITRATION.  EXCEPT AS SPECIFICATLY PROVIDED OTHERWISE IN THIS SECTION
12 BORROWER.  GUARANTOR, AND BANK AGREE THAT ANY CONTROVERSY OR CLAIM BETWEEN OR
AMONG THE PARTIES  HERETO  INCLUDING  BUT NOT LIMITED TO THOSE ARISING OUT OF OR
RELATING TO THIS INSTRUME}IT,  AGREEMENT OR DOCUMENT, THE LOAN DOCUMENTS, OR ANY
RELATED  INSTRUMENTS,  AGREEMENTS OR DOCUMENTS,  INCLUDING ANY CLAIM BASED ON OR
ARISING FROM AN ATLEGED  TORT,  SHALL BE DETERMINED  BY BINDING  ARBITRATION  IN
ACCORDANCE WITH THE FEDERAT  ARBITRATION  ACT (OR IF NOT  APPLICABLE,  THE TEXAS
ARBITRATION  ACT),  THE RULES OF PRACTICE AND PROCEDURE FOR THE  ARBITRATION  OF
COMMERCIAT DISPUTES OF  J.A.M.S/ENDISPUTE  OR ANY SUCCESSOR THEREOF (J.A.M.S."),
AND THE, "SPECIAT RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY. THE
SPECIAT RULES SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED
IN ANY  COURT  HAVING  JURISDICTION.  ANY PARTY TO THIS  AGREEMENT  MAY BRING AN
ACTION,  INCLUDING A SUMMARY OR EXPEDITED  PROCEEDING,  TO COMPEL AR81ntATION OF
ANY  CONTROVERSY  OR CLAIM TO WHICH THIS  AGREEMENT  APPLIES IN ANY COURT HAVING
JURISDICTION OVER SUCH ACTION.

     A.   SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN MIDLAND,  MIDLAND
          COUNTY,  TEXAS,  AND  ADMINISTERED  BY  J.A.M.S.  WHO WILL  APPOINT AN
          ARBITRATOR;   IF  J.A.M.S.   IS  UNABLE  OR  LEGATLY   PRECLUDED  FROM
          ADMINISTERING  ARBITRATION,  THEN THE AMERICAN ARB1TRATION ASSOCIATION
          WILL SERVE. ATL ARBITRATION  HEARINGS WILL BE COMMENCED WITHIN 90 DAYS
          OF THE DEMAND FOR  ARBITRATION;  FURTHER,  THE ARBITRATOR  SHALL ONLY,
          UPON A SHOWING OF CAUSE,  BE PERMITTED TO EXTE'ND THE  COMMENCEMENT OF
          SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

     B.   RESERVATION OF RIGHTS.  NOTEING 1N THIS ARBITRATION PROVISION SHALL BE
          DEEMED TO (1)  LIMIT THE  APPLICABILITY  OF ANY  OTHERWISE  APPLICABLE
          STATUTES OF  LIMITATION  OR REPOSE AND ANY WAIVERS  CONTAINED  IN THIS
          ARBITRATION  PROVISION;  OR  (II)  BE A  WAIVER  BY  THE  BANK  OF THE
          PROTECTION  AFFORDED TO IT BY 12 U.S.C.  SEC. 91 OR ANY  SUBSTANTIATLY
          EQUIVATENT  STATE LAW; OR (III) LIMIT THE RIGHT OF THE BANK HERETO (A)
          TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR
          (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAT PROPERTY COLLATERAL,  OR
          (C) TO OBTAIN FROM A COURT  PROVISIONAT  OR ANCILLARY  REMEDES SUCH AS
          (BUT NOT LIMITED TO)  INJUNCTIVE  RELIEF,  WRIT OF  POSSESSION  OR THE
          APPOINTMENT  OF A  RECEIVER.  THE BANK MAY  EXERCISE  SUCH  SELF  HELP
          RIGHTS,  FORECLOSE UPON SUCH PROPERTY,  OR OBTAIN SUCH  PROVISIONAT OR
          ANCILLARY  REMEDIES  BEFORE,  DURING  OR  AFTER  THE  PENDENCY  OF ANY
          ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT,  AGREEMENT
          OR  DOCUMENT.  NEITHER  THIS  EXERCISE OF SELF HELP  REMEDIES  NOR THE
          INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAT
          OR ANCILLARY  REMEDIES  SHALL  CONSTITUTE A WAIVER OF THE RIGHT OF ANY
          PARTY'  INCLUDING  THE CLAIMANT IN ANY SUCH ACTION,  TO ARBITRATE  THE
          MERITS  OF THE  CONTROVERSY  OR  C.LAIM  OCCASIONING  RESORT  TO  SUCH
          REMEDIES.

     13. NO ORAL  AGREEMENT.  THIS  WRITTEN  LOAN  AGREEMENT  AND THE OTHER LOAN
DOCUMENTS  REPRESENT  THE  FINAT  AGREEMENT  BETWEEN  THE  PARTIES  AND  NOT  BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAT AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
          BETWEEN THE PARTIES.

                        IN WITNESS WHEREOF,  the parties hereto have caused this
Agreement to be duly executed under seat by
their duly authorized representatives as of the date first above written.

SUBORDINATION AGREEMENT
Midland County, Texas

REFERENCE  is hereby made for all  purposes to that  certain Deed of Trust dated
June 5, 1995,  recorded in Volume 1355,  Page 599 of the Official Public Records
of  Midland   County,   Texas,   from  IFM   Investments,   Inc.  to  HealthTech
International,  Inc.,  securing  payment of a  promissory  note in the  original
principal amount of $4,325,369.00.

For  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged,  HealthTech  International,  Inc.  hereby  subordinates  the above
described  deed of trust in its  entirety,  and all  liens  or  encumbrances  or
security  interests  created  thereby,  to  the  liens,  encumbrances,  security
interests,  and other  rights  crated by: (a) that  certain  Deed of Trust dated
September 27, 1996,  from IFM  Investments,  Inc. to Midland  American Bank; (b)
WCC-1 Financing Statements filed by Midland American Bank pursuant thereto, with
Midland  County  and the State of Texas;  and (c) that  certain  Loan  Agreement
between IFM  Investments,  Inc. and Midland  American  Bank dated  September 27,
1996;  all insofar as they  pertain to the real  property  in  Midland,  Midland
County,  Texas,  more  particularly  described  in Exhibit "A"  hereto.  Midland
American  Bank's  rights as to such  real  property,  under the above  described
documents,  shall be first and  superior to those of  HealthTech  International,
Inc., under the above described Deed of Trust.

SIGNED: September 30, 1996

HEALTHTECH INTERNATIONAL, INC.

By: /s/ Tim Williams
Printed Name:  Tim Williams
Title:  President

SEPARATE STOCK ENDORSEMENT

FOR VATUE RECEIVED, the undersigned, IFM INVESTMENTS, INC., a Texas corporation,
hereby SELLS,  ASSIGNS,  and TRANSFERS to MIDLAND  AMERICAN  BANK, a Texas state
banking   association,   50,000   shares  of  the  common  stock  of  HealthTech
International, Inc., a Nevada corporation, no par value, as represented by share
certificate  no(s).  2063, CUSIP No. 42221Ml06 of said  corporation,  issued and
standing in the name of IFM Investments, Inc.

The undersigned  does further hereby  irrevocably  appoint Karl J. Reiter as its
attorney to transfer the said shares on the books of said  corporation with full
power of substitution in the premises.

DATED: September 27, 1996.

IFM INVESTMENTS, INC.

By:  /s/ Richard Michael
Printed Name:  Richard Michael
Title:  Agent - Attorney

PLEDGE AGREEMENT
(Stock and CD)

THIS PLEDGE AGREEMENT is entered into as of the 27th day of September,  1996, by
and between  MIDLAND  AMERICAN  BANK,  a Texas state  banking  association  (the
"Secured Party"), and IFM INVESTMENTS, INC., a Texas corporation (the "Pledgor")

WITNESSETH:

WHEREAS,  Pledgor is indebted to Secured  Party under the terms of that  certain
Loan Agreement (the "Loan Agreement") of even date herewith, between Pledgor, as
"Borrower," HealthTech  International,  Inc., as "Guarantor," and Secured Party,
as "the Bank"; and

WHEREAS,  in order to secure the payment and  performance of the  obligations of
Pledgor  to Secured  Party,  Pledgor  has agreed to pledge to Secured  Party the
Collateral described herein.

NOW, THEREFORE,  for and in consideration of the foregoing premises,  the mutual
covenants  set  forth in this  Pledge  Agreement  and  other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

Section 1.  Pledge As  Collateral  security  for the due and timely  payment and
performance  and  discharge  in full of the  obligations  described in Section 2
hereof, Pledge hereby pledges,  hypothecates,  assigns, transfers, sets over and
delivers  unto Secured  Party and hereby  creates and grants to Secured  Party a
security  interest in: (i) 50,000 shares of the Common Stock,  no par value,  of
HealthTech  International,  Inc.,  a Nevada  corporation,  represented  by Stock
Certificate No. 2063,  CUSIP Number  42221M106,  (such  securities in clause (i)
being  hereinafter  called  the  "Pledged  Securities");  (ii) any and all other
securities  hereafter  deposited  by  Pledge  with  Secured  Party  pursuant  to
subsection  l (a)  of  this  Pledge  Agreement,  or  Paragraph  5B of  the  Loan
Agreement; (iii) any and all cash, additional securities and other property that
may at any time or from  time to time  hereafter  be  distributed  or  otherwise
received in respect of, on account of, upon,  in exchange  for, in  substitution
for or upon conversion of any or all of the Pledged  Securities or any or all of
the securities  referred to in clause (i) of this sentence,  whether directly or
indirectly  as a result of one or more  distributions,  receipts,  exchanges  or
substitutions;  (iv)  any  and all  proceeds  arising  from  the  sale or  other
disposition of any or all of the Pledged Securities,  the securities referred to
in clause (ii) of this sentence and the cash,  additional  securities  and other
property referred to in clause (iii) of this sentence;  and (v) Midland American
Bank Certificate of Deposit No. 9893, dated September 27, 1996, maturing October
1, 1999, in the face amount of $100,000.00 and issued to IFM Investments,  Inc.,
DBA Results - Midland Dep. Account (the "CD") (the CD, Pledged Securities,  such
other securities and such cash, additional securities and other property and the
proceeds thereof being hereinafter called collectively the "Collateral").

Section 2. Obligations  Secured The security interest created hereby secures the
following:

     (a) The Notes.  Payment of the  indebtedness  evidenced by, and performance
and discharge of each and every covenant,  condition, and agreement contained in
that  certain  Promissory  Note  (the  'Note")  of even  date  herewith,  in the
principal  amount of  $791,000.00,  made by Pledge,  and  bearing  interest  and
payable to the order of Secured Party as therein provided.

     (b) Loan Agreement.  Payment of the obligations and indebtedness  evidenced
by, and  performance  of each and every  condition,  covenant and  agreement set
forth and contained in the Loan Agreement.

     (c) Future  Advances.  Repayment of all additional sums as may be hereafter
advanced to Pledge, or expended by Secured Party, its successors or assigns,  on
behalf of Pledgor for any purpose  whatsoever  and  evidenced by notes,  drafts,
open account, or otherwise, with interest thereon at rates as herein provided or
if not so  provided  to be fixed  at the time of  advancing  or  expending  such
additional  sums;  provided,  however,  that the making of any such  advances or
expenditures  shall be optional with Secured  Party,  its successors or assigns,
and this 'Pledge Agreement shall secure the payment of any and all extensions or
renewals  and  successive  extensions  or  renewals of the Note and of any other
indebtedness  at any time owing by Pledgor to Secured  Party,  its successors or
assigns.

     (d)  This  Agreement.  Payment  of any  and  all  indebtedness  of  Pledgor
hereunder  and the  performance  and  discharge  of each and  every  obligation,
covenant, and agreement of Pledgor herein contained.

     Section 1.  Representations  and Warranties.  The Pledgor hereby represents
and warrants to Secured Party that:

(a) The  Pledgor is the legal and  equitable  owner of the  Collateral,  has the
complete and  unconditional  authority to pledge the Collateral being pledged by
it and holds the same free and clear of all  liens,  charges,  encumbrances  and
security  interests  of every kind and  nature;  the  Pledgor has good right and
legal  authority  to pledge  the  Collateral  being  pledged by it in the manner
hereby done or contemplated and will defend its title thereto against the claims
of all persons whomsoever.

(b) No  consent-or  approval  of any  person,  governmental  body or  regulatory
authority, or of any securities exchange, was or is necessary to the validity of
such pledge or any such consent or approval has been obtained.

(c) All  representations and warranties of Pledgor contained in the Note and the
Loan  Agreement are herein  expressly  incorporated  by reference and are herein
represented and warranted to by Pledgor.

PLEDGE AGREEMENT
                                     Page 2

Section 4. Events of Default.  The term "Default" as used herein, shall mean the
occurrence  of any  "Event  of  Default",  as that term is  defined  in the Loan
Agreement.

     Section  5.  Remedies  Upon  Default.  Upon the  occurrence  and during the
continuance of a Default:

(a) Secured Party shall be entitled to exercise any and all rights granted to it
by the Note, the Loan Agreement, and this Pledge Agreement.

(b) Secured  Party shall be entitled to exercise any and all rights and remedies
of a secured party under the Uniform  Commercial Code of the State of Texas (the
"Code"),  and any and all rights granted by any other applicable law or statute,
including,  without  limitation,  the  right  to take  whatever  steps  it deems
reasonably necessary to preserve the value of the Collateral pledged to it or in
which it otherwise has a security  interest and to enforce and realize upon such
security interest in such Collateral.

(c) Secured Party may (i) without  giving notice to the Pledgor,  apply,  in the
rnanner set forth in Section 6 below, any cash dividends or interest received by
it and (ii) if following such  application,  there shall remain  outstanding any
obligations,  sell the remaining  Collateral,  or any part thereof, at public or
private  sale,  for cash,  upon credit or for future  delivery as Secured  Party
shall deem appropriate.  Secured Party shall be authorized at any such sale (if,
on the  advice of  counsel,  it deems it  advisable  to do so) to  restrict  the
prospective  bidders or purchasers to persons who will  represent and agree that
they are  purchasing the Collateral for their own account for investment and not
with a view to the  distribution or sale thereof,  and upon  consummation of any
such sale, Secured Party shall have the right to assign, transfer and deliver to
the purchaser or purchasers  thereof the Collateral so sold. Each such purchaser
at any such sale shall hold the property sold  absolutely free from any claim or
right on the part of  Pledgor,  and the  Pledgor  hereby  waives  (to the extent
permitted by law) all rights of redemption,  stay and/or  appraisal that Pledgor
now has or may at any time in the future have,  under any rule of law or statute
now existing or hereafter enacted.

(d) Secured  Party shall give Pledgor ten (10) days'  written  notice of Secured
Party's  intention to make any such public or private sale. Such notice, in case
of public sale,  shall state the time and place for such sale,  and, in the case
of private sale, the day on which the Collateral,  or any portion thereof,  will
first be offered  for sale.  Any such  public sale shall be held at such time or
times within the ordinary  business hours and at such place or places as Secured
Party  may fix and shall  state in the  notice of such  sale.  At any sale,  the
Collateral,  or any  portion  thereof,  to be sold  may be sold in one lot as an
entirety or in separate parcels,  as Secured Party may (in its sole and absolute
discretion) determine.  Secured Party shall not be obligated to make any sale of
Collateral  if it shall  determine  not to do so,  regardless  of the fact  that
notice of sale of Collateral  may have been given.  Secured  Party may,  without
notice or  publication,  adjourn any public or private sale or cause the same to
be adjourned from time to time by  announcement  at the time and place fixed for
sale,

PLEDGE AGREEMENT
                                     Page 3

and such  sale may,  without  further  notice,  be made at the time and place to
which the same was so  adjourned.  In the event a sale of all or any part of the
Collateral is made on credit or for future delivery,  the Collateral so sold may
be retained by Secured  Party until the sale price is paid by the  purchaser  or
purchase is thereof, but Secured Party shall not incur any liability in case any
such purchaser or purchasers shall fail to take up and pay for the Collateral so
sold and, in case of any such failure,  such  Collateral  may be sold again upon
like notice.  As an alternative to exercising the power of sale herein conferred
upon it,  Secured  Party may  proceed  by a suit or suits at law or in equity to
foreclose under this Pledge Agreement and to sell the Collateral, or any portion
thereof,  pursuant  to a  judgment  or decree of a court or courts of  competent
jurisdiction.

(e) Secured Party may at its option retain the Collateral in satisfaction of the
obligations  whenever the  circumstances are such that Secured Party is entitled
to do so under the Code.

(f) Secured  Party may at its option  perform or attempt to perform (but Secured
Party  shall not be  obligated  to do so) any of  Pledgor's  covenants,  duties,
liabilities,  obligations,  or agreements  hereunder or under the Note, the Loan
Agreement,  and/or this  Pledge  Agreement,  and any amount  expended by Secured
Party in such  performance or attempted  performance  shall become a part of the
obligations,  and  Pledgor  agrees to  promptly  pay any such  amount to Secured
Party.

(g) In order to  facilitate  Secured  Party's  enforcing its rights and remedies
with respect to the  Collateral  and in order to allow Secured Party to preserve
the property or interest in property  evidenced by  certificate(s)  representing
the  Collateral,  Secured  Party may cause the Pledged  Securities  or any other
Collateral to be transferred to its own name and it may take such actions as are
deemed  reasonably  necessary by it, and Pledgor will take whatever  actions and
execute whatever documents are deemed reasonably  necessary by Secured Party, to
register any such transfer and to cause any and all  governmental  agencies,  if
any, having jurisdiction to consent to and approve such transfer.

Secured Party shall not be liable for any action taken in good faith or believed
in good faith to be within the power,  authority and discretion given to Secured
Party  hereunder,  in the Loan Agreement or in the Note, and Pledgor does hereby
agree that any action so taken by Secured  Party shall not be  considered  as an
impairment of the  Collateral,  and Pledgor does hereby waive any and all rights
it may have, or may have in the future,  if any, to claim discharge  pursuant to
Article 3.606(a)(2) of the Code.

No waiver by Secured Party of any Default shall operate as a waiver of any other
Default  of the same  Default on a future  occasion,  and no failure or delay by
Secured Party in  exercising  any right,  power,  or privilege  hereunder  shall
operate as a waiver  thereof,  and no single or partial  exercise  thereof shall
preclude any other or further exercise or the exercise of any other right, power
or privilege.

PLEDGE AGREEMENT
                                      Page 4

Section 6 Application  of Proceeds of Sale and Cash. The proceeds of any sale of
Collateral  sold  pursuant  to  Section 5 hereof  and any cash  included  in the
Collateral shall be applied by Secured Party as follows:

First:  to the payment of all costs and  expenses  incurred by Secured  Party in
connection  with such sale,  including,  but not limited to, all court costs and
the  reasonable  fees and  expenses of counsel for Secured  Party in  connection
therewith,  and to the repayment of all advances made by Secured Party hereunder
for the  account of Pledgor and the  payment of all costs and  expenses  paid or
incurred by Secured Party upon the exercise of any right or remedy  hereunder or
thereunder,  to the extent that such advances, costs and expenses shall not have
been paid to Secured Party upon its demand therefor;

Second: to the payment in full of the obligations  secured hereby, to the extent
not previously  paid by Pledgor with any amounts in payment applied first to
accrued and unpaid interest, then to principal; and

Third: to the payment to Pledgor of any  remainder of such proceeds.

Section  7.  Reimbursement  of  Secured  Party.  The  Pledgor  hereby  agrees to
reimburse  Secured Party on demand for all expenses incurred by it in connection
with the administration and enforcement of this Pledge Agreement,  and agrees to
indemnify  Secured  Party  and hold it  harmless  from and  against  any and all
liability incurred by it hereunder or in connection herewith.

Section 8. Authority of Secured Party.  Secured Party shall have and be entitled
to exercise all such powers hereunder as are  specifically  delegated to Secured
Party  by the  terms  hereof,  together  with  such  powers  as  are  reasonably
incidental thereto.  Secured Party may execute any of its duties hereunder by or
through  agents or employees and shall be entitled to retain  counsel and to act
in reliance upon the advice of such counsel concerning all matters pertaining to
its duties hereunder.

Section 9. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints
Secured Party as Pledgor's  attorney-in-fact for the purpose of carrying out the
provisions  of this Pledge  Agreement  and taking any action and  executing  any
instrument  which it may deem  necessary or advisable to accomplish the purposes
hereof,  which appointment is irrevocable and coupled with an interest.  Without
limiting the generality of the foregoing, Secured Party shall have the right and
power to  receive,  endorse  and  collect  all checks  and other  orders for the
payment of money made  payable  to the  Pledgor  representing  any  interest  or
dividend  or other  distribution  or amount  payable in  respect of the  Pledged
Securities or other  Collateral  or any part thereof and to give full  discharge
for the same.

PLEDGE AGREEMENT
                                     Page 5

Section 10. Voting Rights. Dividends, Etc.

(a) Except upon occurrence and during the continuance of any Default  hereunder,
Pledgor  shall  have  the  right  to vote any of the  Collateral  on any  matter
presented  for approval to the security  holders of the issuer(s) of the Pledged
Securities or other Collateral.

(b) Any and all stock or liquidating dividends, other distributions in property,
return of  capital  or other  distributions  made on or in respect of any of the
Collateral,    whether   resulting   from   a   subdivision,    combination   or
reclassification  of the outstanding  capital stock of the issuer(s)  thereof or
received in  exchange  for or upon  conversion  of the  Collateral,  or any part
thereof,  or as a result  of any  merger,  consolidation,  acquisition  or other
exchange of assets to which the  issuer(s)  thereof may be a party or otherwise,
shall be and become part of the Collateral pledged hereunder and, if received by
Pledgor,  shall  forthwith  be  delivered  to Secured  Party to be held by it as
Collateral  hereunder  and shall be applied in  accordance  with the  provisions
hereof.

(c)  Except  upon the  occurrence  and  during the  continuance  of any  Default
hereunder, Pledgor shall have the sole and exclusive right to receive and retain
the dividends and interest  payable or accruing from any of the Collateral,  and
to retain all other rights and benefits from the Collateral.

Section 11 . Covenants  With Respect to  Collateral.  The Pledgor  agrees with
Secured Party with respect to the Collateral as follows:

(a) Pledgor hereby transfers the Pledged Securities to Secured Party with proper
instruments  of assignment  duly  executed.  The Pledgor  covenants that he will
cause any  additional  securities  issued to or  received  by the  Pledgor  with
respect  to any of the  Collateral,  whether  for value  paid by the  Pledgor or
otherwise,  to be  forthwith  deposited  and  pledged  hereunder,  in each  case
accompanied  by proper  instruments  of  assignment  duly  executed  in blank by
Pledgor.

(b) From and after the date hereof,  Pledgor (i) shall not and shall not attempt
to encumber,  subject to any further pledge or security interest, sell, transfer
or otherwise  dispose of any of the  Collateral  or any interest  therein;  (ii)
shall not permit or suffer any of the  Collateral  to be attached or levied upon
or seized in any legal  proceedings,  or held by virtue of any lien or distress;
and  (iii)  shall  pay  promptly  all  taxes  and  assessments  upon  any of the
Collateral.

Section 12. Termination.  This Pledge Agreement will terminate when the Note and
all other  obligations  secured  hereby have been fully paid and  performed,  at
which time  Secured  Party shat1  reassign  and  deliver to Pledgor,  or to such
person or persons as  Pledgor  shall  designate,  against  receipt,  such of the
Collateral  (if any) pledged by Pledgor as shall not have been sold or otherwise
applied by Secured Party pursuant to the terms hereof and shall still be held by
it hereunder, together with appropriate instruments of reassignment and release.
Any such  reassignment  shall be without  recourse  upon or  warranty by Secured
Party and at the expense of Pledgor.

PLEDGE AGREEMENT
                                      Page 6

Section  19.  Headings.  Section  headings  used  herein are for  convenience
only and are not to affect the construction of or to be taken into consideration
in interpreting this Pledge Agreement.

Section  20.   Severability.   Should  any  one  or  more  of  the  provisions
hereof  be  determined  to  be  illegal  or unenforceable, all other provisions
hereof shall be given effect separately therefrom and shall not be affected
thereby.

1N WITNESS  WHEREOF,  the parties hereto have caused this Pledge Agreement to be
duly executed as of the day first above written.

MIDLAND AMERICAN BANK

By: /s/Karl J. Reiter
Printed Name:  Karl J. Reiter
Title:  Vice President

SECURED PARTY

IFM INVESTMENTS, INC.

By: /s/Richard Michael
Printed Name:  Richard Michael
Title: Agent and Attorney

PLEDGOR

PLEDGE AGREEMENT
                                     Page 8

TRANSFER OF LIENS

THE  STATE  OF  TEXAS

COUNTY  OF  MIDLAND

REFERENCE  is here made for all  purposes  to the Deed of Trust and to the other
instruments and documents which are more  particularly  described on Exhibit "A"
attached  hereto and made a part  hereof  for all  purposes  (collectively,  the
"Security Documents"),  creating,  extending,  and renewing a deed of trust lien
against the Midland, Texas real property described on attached Exhibit ; B" (the
"Property',).

FOR GOOD AND VATUABLE CONSIDERATION,  the receipt and legal sufficiency of which
are hereby acknowledged and confessed, the undersigned, H. A. DE COMPlEGNE, JR.,
TRUSTEE,  as the  legal and  equitable  owner  and  holder  of all  indebtedness
described in and secured by the Security Documents, hereby TRANSFERS and ASSIGNS
to MIDLAND AMERICAN BANK, whose address is 401 W. Texas,  Midland,  Texas 79701,
without  recourse upon the undersigned,  (i) all remaining  unpaid  indebtedness
described in and secured by the Security Documents,  (ii) all liens and security
interests  created,   extended,   renewed,  and/or  evidenced  by  the  Security
Documents,  and (iii) any and all other  rights,  titles,  and  interests of the
undersigned in and to the Property.

This Transfer of Liens is made without representation or warranty of any kind as
to the validity or  enforceability of the Security  Documents,  the title of the
undersigned  thereto,  or any other matters  involving or affecting the Security
Documents.

EXECUTED this 27th day of September 1996.

EXHIBIT "A"

Attached to  and  made a part of Transfer of Liens from H. A. DE COMPIEGNE, JR.,
TRUSTEE  to  MIDLAND AMERICAN BANK THE SECURITY DOCUMENTS

     1. Deed of Trust dated August 11, 1989,  from Nick Nugent,  Inc. to William
F. Pennchaker,  Trustee,  for the benefit of H. A. de Compiegne,  Jr.,  Trustee,
recorded in Volume 682, Page 164, Deed of Trust Records, Midland County, Texas.

     2. Deed of Trust  Extension  dated  September  20, 1990 by and between Nick
Nugent, Inc. and H. A. de Compiegne,  Jr., Trustee, recorded in Volume 710, Page
18 of the Deed of Trust Records of Midland County, Texas.

     3.  Assumption  and  Extension  dated  October 2, 1995 by and  between  IFM
Investments,  Inc.  et at. and H. A. de  Compiegne,  Jr.,  Trustee,  recorded in
Volume 1332, Page 681 of the Official Records of Midland County, Texas.

     4.  Deed of Trust  Extension  dated  December  1, 1995 by and  between  IFM
Investments,  Inc.  et at. and H. A. de  Compiegne,  Jr.,  Trustee,  recorded in
Volume 1347, Page 157 of the Official Records of Midland County, Texas.

     5. Third  Extension  Agreement  dated  February  5, 1996 by and between IFM
Investments,  Inc.  et at. and H. A. de  Compiegne,  Jr.,  Trustee,  recorded in
Volume 1357, Page 129 of the Official Records of Midland County, Texas.

     6.  Fourth  Extension  Agreement  dated  March  29,1996 by and  between IFM
Investments,  Inc.  et at. and H. A. de  Compiegne,  Jr.,  Trustee,  recorded in
Volume 1369, Page 40 of the Official Records of Midland County, Texas.

     7.  Fifth  Extension  Agreement  dated  May  29,  1996 by and  between  IFM
Investments,  Inc.  et at. and H. A. de  Compiegne,  Jr.;  Trustee,  recorded in
Volume 1385, Page 533 of the Official Records of Midland County, Texas.

     8. Sixth  Extension  Agreement  filed  August  27,1996 by and  between  IFM
Investments,  Inc., et at. and H. A. de  Compiegne,  Jr.,  Trustee,  recorded in
Volume 1405, Page 130 of the Official Records of Midland County, Texas.

TRANSFER OF LIEN
                                     Page 2

DEED OF TRUST

This DEED OF TRUST (herein referred to as the "Deed of Trust"),  entered into as
of  the  27th  day  of  September  1996,  by  IFM  INVESTMENTS,  INC.,  a  Texas
corporation,  as Grantor,  whose mailing address for notice  hereunder is at 225
Corporate Drive, Midland,  Texas 79705, to JOHN E. GRIST, TRUSTEE, whose address
is 401 W.  Texas,  Midland,  Texas  79701,  for the  benefit of the  hereinafter
described Beneficiary.

WITNESSETH:

ARTICLE 1 - DEFINITIONS

I. I Definitions.  As used herein,  the following  terms shall have the meanings
set forth below.  Capitalized terms used herein but not defined below shall have
the  meanings  given such terms in the Loan  Agreement  [as that term is defined
below.

     Beneficiary.  MIDLAND  AMERICAN  BANK, a Texas state  banking  association,
whose  address for notice  hereunder  is 401 W.  Texas,  Midland,  Texas  79701,
Attention:  Karl J. Reiter,  and the subsequent holder or holders,  from time to
time, of the Note.

     Code: The Uniform  Commercial Code, as amended from time to time, in effect
in the state in which the Mortgaged Property is located.

     Contracts:  All of the right,  title,  and  interest of Grantor in, to, and
under any and all (i)  contracts  for the  purchase of all or any portion of the
Mortgaged  Property,  whether such  Contracts  are now or at any time  hereafter
existing,  including but without limitation,  any and all earnest money or other
deposits  escrowed  or to be  escrowed  or letters of credit  provided  or to be
provided by the purchaser  under the  Contracts,  including all  amendments  and
supplements  to and renewals and  extensions  of the Contracts at any time made,
and together with all payments,  earnings,  income, and profits arising from the
sale of all or any portion of the  Mortgaged  Property or from the Contracts and
all other sums due or to become due under and pursuant thereto and together with
any and all earnest money,  security,  letters of credit or other deposits under
any of the Contracts;  (ii)  contracts,  licenses,  permits,  and rights whether
executed,  granted, or issued by a private person or entity or a governmental or
quasi-governmental  agency,  which are  directly  or  indirectly  related to, or
connected  with,  the  development  of  the  Mortgaged  Property,  whether  such
contracts,  licenses,  and  permits  are now or at any time  hereafter  existing
including without limitation, any and all rights of living unit equivalents with
respect  to  water,  wastewater,  and  other  utility  services,   certificates,
licenses,   zoning   variances,   permits,   and  no-action  letters  from  each
governmental  authority required:  (a) to evidence compliance by Grantor and all
improvements constructed or to be constructed on the Mortgaged Property with all
legal  requirements  applicable  to the Mortgaged  Property,  and (b) to develop
and/or  operate  the  Mortgaged  Property  as a  commercial  and/or  residential
project;  and  (iii)  all other  contracts  which in any way  relate to the use,
enjoyment,  occupancy,  operation,  maintenance,  or ownership of the  Mortgaged
Property  (save and except any and all  leases,  subleases  or other  agreements
pursuant  to which  Grantor  is  granted  a  possessory  interest  in the  Land)
including but not limited to maintenance agreements and service contracts.

     Debtor Relief Laws: Title 11 of the United States Code, as now or hereafter
in effect, or any other applicable law, domestic or foreign, as now or hereafter
in  effect,  relating  to  bankruptcy,  insolvency,  liquidation,  receivership,
reorganization, arrangement or composition, extension or adjustment of debts, or
similar laws affecting the rights or creditor.

     Default Rate: The rate of interest  specified in the Note to be paid by the
maker of the Note from and after the  occurrence  of a default in payment  under
the  provisions of the Note and Loan  Documents but not in excess of the Maximum
Lawful Rate.

     Disposition:  Any sale,  lease  (except  as  permitted  under  this Deed of
Trust), exchange, assignment,  conveyance, transfer, Trade, or other disposition
of all or any portion of the Mortgaged Property (or any interest therein) or all
or any part of the  beneficiary  ownership  interest  in Grantor (if Grantor b a
corporation,   partnership.  generat  partnership,  limited  partnership,  joint
venture, Trust, or other type of business association or legal entity).

     Event of Default:  Any  happening  or  occurrence  described  h' Article VI
hereof.

     Environmental Law: Any federal, state, or local law, statute, ordinance, or
regulation  pertaining  to  health,   industrial  hygiene,  or  the  environment
conditions  on,  under,  or about  the  mortgaged  property,  including  without
limitation, the Comprehensive environment Response, Comprehensive, and Liability
Act of 1980 ("CERCLA") as amended, 42 U.S.C. 5 9601 el seq. ("RCRA"),  the Texas
Water Code ("TWC"),  the Texas Solid Waste  Disposal  Act, Tex. Rev. Civ.  Stat.
Ann. An. 4477-7, and regulations,  rules,  guidelines,  or standards promulgated
pursuant to such laws, as such statutes,  regulations,  rules,  guidelines,  and
standards are amended from time to time.

     Fixtures: All materials, supplies, equipment, systems, apparatus, and other
items now owned or hereafter  acquired by Grantor and now or hereafter  attached
to, installed in', or used in connection with (temporarily or permanently any of
the  Improvements  or The land,  which are now owned or  hereafter  acquired  by
Grantor and are now or hereafter  attached to the Land or the improvements,  and
including but not limited to any and all partitions, dynamos, window screens and
shades,  draperies,  rugs and other floor coverings,  awnings,  motors, engines,
boiler,  furnaces,  pipes,  cleaning,  and sprinkler systems, fire extinguishing
apparatus and equipment,  water tanks,  swimming  pools,  heating,  ventilating,
refrigeration,   plumbing,  laundry,  lighting,  gene-raring,   cleaning,  waste
disposal,  transportation  (of people or things,  including  but not limited to,
stairways, elevators, escalators, and conveyor),  incinerating, air conditioning
and air cooling equipment and systems, gas and electric machinery, appurtenances
and equipment,  disposals,  dishwasher,  refrigerators and ranges,  recreational
equipment and facilities of all kinds,  and water,  gas,  electrical,  storm and
sanitary sewer  facilities,  and all other utilities  whether or not situated in
easement,   together   with   all   accessions.   appurtenances,   replacements,
betterment's,  and  substitutions  for any of the  foregoing  and  the  proceeds
thereof.

     Governmental Authority: Any and all courts, boards, agencies,  commissions,
offices,  or authorities  of any nature  whatsoever  for any  governmental  unit
(federal, state, county, district, municipal, city or otherwise), whether now or
hereafter in existence.

     Grantor:  The  individual  or entity  described  as Grantor in the  initial
paragraph  of this  Deed of  Trust  and any  and all  subsequent  owners  of the
Mortgaged  property or any part thereof  (without hereby implying  Beneficiary's
consent to any Disposition of the Mortgaged Property).

     Guarantor(individually  and/or  collectively,  as the context may require):
Those  persons,  firms,  or  entities,  if any,  designated  as Guarantor in the
Guaranty.

     Guaranty (individually.  and/or collectively,  as the context may require):
That or those  instruments of guaranty now or hereafter in effect from Guarantor
to beneficiary guaranteeing the repayment of all or any part of the Indebtedness
or the satisfaction of, or continued compliance with. the Obligations, or both.

     Hazardous Substance:  Hazardous Substance is any substance, product, waste,
or other material which is or becomes listed, regulated, or addressed as being a
toxic  hazardous,   polluting,   or  similarly   harmful   substance  under  any
Environmental  Law,  including without  limitation:  (i) any substance  included
within the  definition  of "hazardous  waste.  pursuant to Section 1004 of RCRA;
(ii) any substance  included  within The  definition  of  "hazardous  substance"
pursuant to Section 101 of CERCLA;  and (iii) any substance  included within (a)
the  definition  of  waste  pursuant  to  Section  26.342(9)  of TWC or (b)  the
definition  of "hazardous  substance"  pursuant to Section 30 .003 (b) of TWC or
(c) the definition of "pollutant" pursuant to Section 26.001(13)of the TWC.

     Impositions:  (i) All real estate and  personal  property  taxes,  charges,
assessments,  standby  fees,  excises,  and levies and any interest,  costs,  or
penalties with respect thereto, generat and special, ordinary and extraordinary,
foreseen and  unforeseen,  of any kind and nature  whatsoever  which at any time
prior to or after the execution hereof may be assessed,  levied, or imposed upon
The Mortgaged Property or The ownership,  use, occupancy,  or enjoyment thereof,
or any  portion  Thereof,  or the  sidewalks,  streets,  or  alleyways  adjacent
thereto; (ii) any charges,  fees, license payments, or other sums payable for or
under any  easement,  license,  or agreement  maintained  for The benefit of the
Mortgaged  Property;  (iii) water,  gas, sewer,  electricity,  and other utility
charges and Fees relating to the Mortgaged  Property;  and (iv)  assessments and
charges arising under any subdivision, condominium, planned unit development, or
other declarations restrictions,  regimes, or agreements affecting the Mortgaged
Property.

     Indebtedness: (i) The principal of, interest on, or other sums evidenced by
the Note or the Loan Documents; (ii) any other amounts, payments, obligations or
covenants  under  the  Loan  Documents,  or  premiums  payable  under  the  Loan
Documents, and (iii) any and all other indebtedness of any kind or character now
or hereafter owing by Grantor to beneficiary.

     Land:  The real  property  or  interest  therein  described  in Exhibit "A"
attached hereto and  incorporated  herein by this  reference,  together with all
right,  title,  interest,  and  privileges of Grantor in and to (a) all streets,
ways, roads, alleys, easements,  rights-of-way,  licenses, rights of ingress and
egress,  vehicle  parking  rights  and  public  places,  existing  or  proposed,
abutting,  adjacent, used in connection with or pertaining to such real property
or The  improvements  thereon (b) any strips of real property  between such real
property and abutting or adjacent property - ; (c) all water and water;  rights,
timber, crops, pertaining to such real estate; and (d) all appurtenances and all
reversions end remainders in or to such real property.

     Leases:   Any  and  all  leases,   master  leases,   subleases,   licenses,
concessions,  or other agreement  (written or oral., now or hereafter in effect)
which grant to third  parties a  possessory  interest in and to, or the right to
use, all or any part of the Mortgaged  Property,  together with all security and
other deposits or payments made in connection therewith.

     Legal Requirements:  (i) Any and all present and future judicial decisions,
statutes, rulings, rules, regulations,  permits,  certificates, or ordinances of
any  Governmental  Authority in any way applicable to Grantor,  any Guarantor or
the  Mortgaged  Property,  including,  without  limiting the  generality  of the
foregoing, the ownership, use, occupancy,  possession,  operation,  maintenance,
alteration,  repair,  or  reconstruction  thereof,  (ii) any and all  covenants,
conditions,  and restrictions contained in any deeds, other forms of conveyance,
or in any  other  instruments  of  any  nature  that  relate  in any  way or are
applicable to Mortgaged  Property or the Ownership,  use, or occupancy  thereof,
(iii) Grantor's or any Guarantor's  presently or subsequently  effective  bylaws
and  articles  of  incorporation  or  partnership,  limited  partnership,  joint
venture,  trust, or other form of business association  agreement,  (iv) any and
all Leases, (v) any and all Contracts,  and (vi) any and all leases,  other than
those  described  in (iv) above,  and other  contracts  (written or oral) of any
nature that relate in any way to the Mortgaged  Property and to which Grantor or
any Guarantor may be bound,  including,  without  limiting the generality of the
foregoing,  any lease or other  contract  pursuant to which Grantor is granted a
possessory interest in and to the Land and/or the Improvements.

     Loan  Agreement:  The Loan  Agreement of even date  herewith by and between
Grantor, a5 "Borrower ~ and Beneficiary, as "Bank," governing the loan evidenced
by the Note and secured, inter, by this Deed of Trust;;

     Loan Documents:  The Loan Agreement,  the Note, this Deed of Trust, any and
all other  instruments  or documents  now or hereafter  securing  payment of the
Indebtedness  or  performance  of  the  Obligations,   and  any  and  all  other
instruments  or documents  executed  pursuant to or in connection  with the Loan
Agreement, as the same may at any time hereafter be amended.

     Maximum Lawful Rate:  The rate utilized by  Beneficiary  pursuant to either
(i) tile indicated (weekly) rate ceiling from time to time in effect as provided
in Article 5069-1.04, as amended or (ii) United States federal law which permits
Beneficiary  to contract for,  charge,  or receive a greater  amount of interest
than  that  provided  by  Article  50691.04,  as  amended,  for the  purpose  of
determining the maximum lawful rate allowed by applicable laws. Additionally, to
the extent permitted by applicable law now or hereinafter in effect, Beneficiary
may,  at its  option  and from  time to time,  implement  any  other  method  of
computing option and from time to time,  implement any other method of computing
The Maximum Lawful Rate under such Article 5069-1.04, as amended, or under other
applicable  law by giving  police,  if  required,  to  Grantor  as  provided  by
applicable law now or hereafter in effect.

     Minerals:  All  substances  in, on,  under The Land  which are now,  or may
become in the future,  intrinsically valuable, that. is, valuable in Themselves,
and which now or may be in the future enjoyed Through extraction or removal from
the  property,   including   without   limitation,   oil,  gas,  and  all  other
hydrocarbons, coat, lignite, carbon dioxide and all other non-hydrocarbon gases,
uranium and all other radioactive substance,  and gold, silver, copper, iron and
all other metallic substance or ores.

     Mortgaged Property: The Land, Mineral, Fixtures, Improvements,  Personalty,
Contracts,  Leases and Rents, and any interest of Grantor now owned or hereafter
acquired in and to the Land, Minerals,  Fixture  Personality,  Leases and Rents,
together with any and all other security and collateral of any nature whatsoever
now o; hereafter given for the repayment of The  Indebtedness or the performance
and  discharge  of the  obligations.  A;  used in this  Deed of  Trust  The Term
"Mortgaged  Property"  shall be  expressly  defined as meaning all Or, where The
context  permits or  requires,  any  portion of the above and all or,  where the
context permits or requires, an interest therein.

     Note:  That certain  Promissory  Note in the original  principal  amount of
Seven Hundred Ninety-One Thousand and No/100 Dollar (S791,000.00),  of even date
herewith,  executed and delivered by Borrower,  and made payable to The order of
Lender,  bearing  interest as Therein  specified,  containing an attorneys"  fee
clause, and with interest and principal being payable as therein specified,  and
secured by,  among other  things,  this Deed of Trust and any and all  renewals,
modifications, rearrangements,  reinstatements, or extensions of such promissory
note(s) or of any promissory  node or notes given in renewal,  substitution,  or
replacement  therefor;  however,  the amount of the Note shall not be  increased
except for protective advances made pursuant to the Loan Documents.

     Obligations:  Any  and  all  of  The  covenants,  conditions,   warranties,
representations,  and other  obligations  (other than to repay The Indebtedness)
made  or  undertaken  by  Grantor,   Guarantor,  or  any  Constituent  Party  to
Beneficiary,  Trustee, or other as set forth in the Loan Documents,  the Leases,
and in any deed,  Lease,  sublease,  or other form of  conveyance,  or any other
agreement  pursuant  to which  Grantor is granted a  possessory  interest in the
Land.

     Permitted.  Exceptions:  The  liens,  easements,   restrictions,   security
interests,  and other  matters (if any) as  reflected  on Exhibit  "B"  attached
hereto and incorporated herein by reference and The liens and security interests
created by the Loan Documents.

     Personalty:  All of The right, title, and interest of Grantor in and to (i)
furniture, furnishings,  equipment, machinery, goods (including, but not limited
to, crops, farm products.  timber and timber to be cut, and extracted Minerals);
(ii) generat  intangibles,  notes,  chattel paper,  money,  insurance  proceeds,
accounts,  contract and subcontract rights, Trademarks,  trade names, inventory;
(iii) all refundable,  returnable, or reimbursable Fees, deposits or other funds
or evidences of credit or indebtedness deposited by or on behalf of Grantor with
any governmental agencies, boards,  corporations,  provider of utility services,
public  or  private,   including  specifically,   but  without  limitation,  all
refundable,  returnable' or reimbursable tap fees, utility deposits,  commitment
fees  and  development   costs,  any  awards   remuneration's,   reimbursements,
settlements,  or  compensation  heretofore  made or  hereafter to be made by any
Governmental   Authority  pertaining  to  the  Land,   Improvements,   Fixtures,
Contracts,  or  Personalty,  including but not limited to those for any vacation
of, or change of grade in, any streets  affecting  The Land or the  Improvements
and those for municipal  utility  district or other  utility  costs  incurred or
deposits made in connection with the Land, and (iv) all other personal  property
of any kind or character as defined in and subject to the provisions of the Code
(Article  9  -Secured  Transactions);  any and all of  which  are now  owned  or
hereafter  acquired by Grantor,  and which are now or hereafter situated in, on,
or about fee Land or The  Improvements,  or used in or necessary to The complete
and proper planning,  development,  construction,  financing, use, occupancy, or
operation  thereof,  or  acquired  (whether  delivered  to the  Land  or  stored
elsewhere)  for use in or on the  Land or the  Improvements,  together  with all
accessions, replacements, and substitutions thereto or therefor and the proceeds
Thereof.

     Release:  Release," "removal," "environment," and "disposal" shall have the
meanings given such terms in CERCLA, and the term "disposal" shall also have the
meaning  given it in RCRA;  provided  that in the event either CERCLA or RCRA is
amended so as TO broaden The meaning of any term defined  thereby,  such broader
meaning  shall apply  subsequent to the effective  date of such  amendment,  and
provided  further that to the extent the laws of the state of Texas  establish a
meaning for `release," "removal," "environment," or "disposal," which is broader
than that specified in either CERCLA and RCRA, such broader meaning shall apply.

     Remedial W - : Any investigation,  site monitoring,  containment,  cleanup,
removal,  restoration,  or other work of any kind or nature reasonably necessary
under any applicable  Environmental Law in connection with the current or future
presence,  suspected  presence,  release,  or  suspected  release of a Hazardous
Substance in quantities which violate the Environmental Laws in or into the air,
soil, ground water, surface water, or soil vapor at, on, about, under, or within
the Mortgaged Property, or any part thereof.

     Rents: All of the rents, revenues, income, proceeds,  profits, security and
other  types of  deposits  (after  Grantor  acquires  title  thereto)  and other
benefits paid or payable by parties to the Contracts  and/or Leases,  other than
Grantor for using, leasing, licensing,  possessing, operating from, residing in,
selling, or otherwise enjoying all or any portion of the Mortgaged Property.

     Subordinate Mortgage: Any mortgage, deed of trust, pledge, lien (statutory,
constitutional,  or contractual),  security interest,  encumbrance or charge, or
conditional sale or other title retention agreement, covering all or any portion
of The Mortgaged  Property executed and delivered by Grantor,  the lien of which
is subordinate and inferior to the lien of this Deed of Trust.

     Trustee:  The individual  described as Trustee in the initial  paragraph of
the Deed of Trust.

     1.2 Additional Definitions.  As used herein, the following terms shall have
the following meanings:

          (a) "Hereof',  "hereby':  "hereto",  "hereunder' herewith" and similar
          terms mean of, by, to under and with  respect to, the Deed of Trust or
          to the other documents or matters being referenced.

          (b) Heretofore" means before,  "hereafter" means after, and "herewith"
          means concurrently with, the date of this Deed of Trust.

          (c) All pronouns, whether in masculine, feminine or neuter form, shall
          be  deemed  to refer to the  object of such  pronoun  whether  same is
          masculine, feminine or neuter in gender, as the context may suggest or
          require.

          (d) All terms  used  herein,  whether or not  defined  in Section  1.1
          hereof,  and whether used in singular or plural form,  shall be deemed
          to refer to the object of such term whether such is singular or plural
          in nature, as the context may suggest or require.

ARTICLE 11- GRANT

To secure  the full and  timely  payment  of the  Indebtedness  and the full and
timely  performance  and  discharge  of the  Obligations,  Grantor has  GRANTED,
BARGAINED,  SOLD and CONVEYED,  and by these presents does GRANT,  BARGAIN, SELL
and CONVEY, unto Trustee, in trust, the Mortgaged Property, subject, however, to
the  Permitted  Exceptions,  TO HAVE AND to HOLD  the  Mortgaged  Property  unto
Trustee,  forever,  and Grantor does hereby bind  itself,  its  successors,  and
assigns to WARRANT AND FOREVER  DEFEND the title to the Mortgaged  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) the  Indebtedness  as and when the same shall  become due and  payable and
shall  fully  perform  and  discharge  (or  cause  to  be  fully  performed  and
discharged)  the  Obligations on or before the date same are to be performed and
discharged,  then the liens, security interests,  estates, and rights granted by
the Loan Documents 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  Indebtedness has not been fully paid or the Obligations have not been fully
performed or discharged shall be sufficient  evidence thereof for the purpose of
reliance by Third parties on such fact.

ARTICLE 111- WARRANTIES AND REPRESENTATIONS

Grantor hereby unconditionally warrants and represents to Beneficiary, as of the
date hereof and at all times during The term of This Deed of Trust, as follows:

3.1  Organization  and  Power.  If  Grantor  or  any  Constituent   Party  is  a
corporation,  generat partnership, limited partnership, joint venture, trust, or
other  type  of  business  association,  as the  case  may be,  Grantor  and any
Constituent  Party, if any, (a) is either a corporation duly incorporated with a
Legal status  separate from its  affiliates,  or a partnership  or trust,  joint
venture or other type of business association duly organized,  validly existing,
and in good standing  under The laws of the state of its formation or existence,
and has complied with all conditions  prerequisite  to its doing business in the
state in which the  Mortgaged  Property  is located,  and (b) has all  requisite
power and all governmental  certificates of authority,  licenses,  all requisite
power  and  all  governmental  certificates  of  authority,  licenses,  permits,
qualifications,  and  documentation's  to own, lease, and operate its properties
and to carry on its business as now being, and as proposed to be, conducted.

3.2 Validity Loan Documents. The execution, delivery, and performance by Grantor
of the  Loan  Documents  (other  than  the  Guaranty),  (a) if  Grantor,  or any
signatory  who  signs on its  behalf,  is a  corporation,  generat  partnership,
limited   partnership,   joint  venture,   trust,  or  other  type  of  business
association,  as the case may be,  are  within  Grantor's  and each  Constituent
Party's power and have been duly  authorized  by Grantor's and each  Constituent
Party's board of directors, shareholders, partners, ventures, trustees, or other
necessary parties and all other requisite action for such authorization has been
taken, (b) have received any and all requisite prior  governmental  approvals in
order to be  Legally  binding  and  enforceable  in  accordance  with the  terms
thereof,  and (c) will not violate,  be in conflict with, result in a breach of,
or  constitute  (with due notice or lapse of time,  or both) a default  under or
violation of any Legal  Requirement  or result in the creation of  imposition of
any lien,  charge, or encumbrance of any nature whatsoever upon any of Grantor's
and any  Constituent  Party's  or  Guarantors"  property  or  assets,  except as
contemplated  by the  provisions  of the  Loan  Documents.  The  Loan  Documents
constitute The Legal, valid, and binding obligations of Grantor,  Guarantor, and
other obligated under the Terms of the Loan Documents, enforceable in accordance
with their respective terms,  subject to laws applicable  generally to rights of
creditors.

3.3 Information.  All information.  financial statements,  reports,  papers, and
date  given  or to be  given  to  beneficiary  with  respect  to  Grantor,  each
Constituent  Party,  Grantor,  others  obligated  under  the  terms  of the Loan
Documents,  or the  Mortgaged  Properly are, or at the time of delivery will be,
accurate,  complete,  and correct in all  material  respects and do not, or will
not,  omit any fact,  the  inclusion  of which is necessary to prevent the facts
contained  Therein  from  being  materially  misleadin6.  Since  the date of The
financial  statements of Grantor,  any Constituent Party, or of any Guarantor or
other  party  liable  for  payment of the  Indebtedness  or  performance  of The
Obligations or any part thereof heretofore furnished to Beneficiary, no material
adverse effect has occurred.

3.4 Title and Lien.  Grantor has good and indefeasible title to the Land (in fee
simple,  if the lien  created  hereunder  be on the fee,  or a first  and  prior
leasehold  estate,  if it be created on the Leasehold  estate) and Improvements,
and good and marketable title to the Fixtures and Personalty,  free and clear of
any  liens,  charges,  encumbrances,   security  interests,  claims,  easements,
restrictions,  options,  lease  (other than the  Leases),  covenants,  and other
rights,  title  interests,  or  estates  of any  nature  whatsoever,  except The
Permitted  Exceptions.  The Deed of Trust  constitutes a valid  subsisting first
lien on the Land, the Improvements,  and the Fixtures; a valid, subsisting first
priority  security  interest  in and to the  Personalty,  contracts,  and to The
extent that The terms of the Lease and Rents  include items covered by the Code,
in and to the Leases and Rents; and a valid,  subsisting  priority assignment of
the Lease and Rents not covered by The Code,  all in  accordance  with The terms
hereof.

3.5 Business  Purposes.  11IC loan  evidenced by The Note is solely for the
purpose of  carrying  on or  acquiring  a business  of  Grantor,  and is not for
personal, family, household, or agriculture purposes.

3.6  Taxes.  Grantor,  each  Constituent  Party,  and  Guarantor  have filed all
federal,  state,  county,  municipal,  and city  income  and other  tax  returns
required to have been filed by them, or filed appropriate  extensions,  and have
paid all faxes and related  liabilities  which have become due  pursuant to such
returns or pursuant to any assessments  received by them.  Neither Grantor,  any
Constituent  Party,  nor any  Guarantor  knows of any baste  for any  additional
assessment in respect of any such faxes and related liabilities.

3.7 Mailing  Address.  Grantor's  mailing address,  as SCI forth in The opening
paragraph hereof or as changed pursuant to the provisions hereof, is true and
correct.

3.8  Relationship of Grantor and Beneficiary.  The relationship  between Grantor
and  Beneficiary is solely That of debtor and creditor,  and  Beneficiary has no
fiduciary  or  other  special  relationship  with  the  Grantor,  and no term or
condition  of any of The Loan  Documents  shall be  construed  so as to deem the
relationship between Grantor and Beneficiary to be other than that of debtor and
creditor.

3.9 No  Reliance  by  Beneficiary.  Grantor  experienced  in the  ownership  and
operation  of  properties  similar to The  Mortgaged  Property,  sad Grantor and
Beneficiary  have and are relying solely upon  Grantor's  expertise and business
plan in connection  with The ownership and operation of the Mortgaged  Property.
Grantor  is not  relying  on  Beneficiary's  expertise  or  business  acumen  in
connection with the Mortgaged Property.

3.10 Environmental and Hazardous Substances.

(a) To Grantor's knowledge,  The Mortgaged Property and the operations conducted
Thereon do not violate any applicable law, statute, ordinance, rule, regulation,
order,  or  determination  of any  Governmental  Authority  or  any  restrictive
covenant  or  deed  restriction  (recorded  or  otherwise),   including  without
limitation all applicable  zoning  ordinances and building code,  flood disaster
laws and Environmental Laws.

(b) Without limitation of Section 3.10 (a) immediately  preceding,  to Grantor's
knowledge,  the  Mortgaged  Property  and  operations  conducted  thereon by the
current owner or operator of such Mortgaged Property, are not in violation of or
subject to any existing,  pending,  or threatened action,  suit,  investigation,
inquiry,  or proceeding by any governmental or nongovernmental  entity or person
or to any remedial obligations under any Environmental Law.

(c)  To  Grantor's  knowledge,  all  polices,  permits,   licenses,  or  similar
authorizations,  if any, required to be obtained or filed in connection with the
ownership,  operation,  or use of the  Mortgaged  Property,  including,  without
limitation,  The past or present generation,  treatment,  storage,  disposal, or
release of a Hazardous Substance (as hereinafter  defined) into The environment,
have been duly obtained or filed.

(d) To  Grantor's  knowledge,  the  Mortgaged  Property  does  not  contain  any
Hazardous Substanco used or storod in violation of Environmental Law.

(e)  Grantor  has taken all  reasonable  steps  necessary  to  determine  if any
Hazardous  Substances have boon generated,  treated,  placed,  held, located, or
otherwise released on, under, from, or about the Mortgaged Property.

(f) Grantor has not undertaken,  permitted, authorized, or suffered and will not
undertake, permit authorize, or suffer the presence, use, manufacture, handling,
generation,  transportation,  storage, treatment discharge,  release, burial, or
disposal  on,  under,  from or about the  Mortgaged  Property  of any  Hazardous
Substance  or the  transportation  to or  from  the  Mortgaged  Property  of any
Hazardous Substance in violation of Environmental Law other Than in the ordinary
course of operating an apartment complex.

(g) Except as  disclosed  in writing by  Grantor to  Beneficiary,  to  Grantor's
knowledge,  there  is no  pending  or  threatened  litigation,  proceedings,  or
investigations  before or by any  administrative  agency in which any  person or
entity alleges or is  investigating  any alleged  presence,  release,  threat of
release,  placement on,  under,  from or about The  Mortgaged  Property,  or the
manufacture,  handling, generation transportation storage, treatment, discharge,
burial,  or disposal on,  under,  from or about the Mortgaged  Property,  or the
transportation to or from The Mortgaged Property,  of any Hazardous Substance in
violation of Environmental Law.

(h) Except as  disclosed in writing by Grantor to  Beneficiary,  Grantor has not
resolved  any  notice,  and  has no  actual  knowledge,  that  any  Governmental
Authority  or any  employee or agent  hereof has  determined,  or  threatens  to
determine, or is investigating any allegation that There is a presence, release,
threat of release, placement on, under, from or about the Mortgaged Property, or
the use, manufacture, handling, generation, Transportation,  storage, treatment,
discharge,  burial, or disposal on, under, from or about the Mortgaged Property,
or the  transportation  to or from  The  Mortgaged  Property,  of any  Hazardous
Substance in violation of Environmental Law.

(i) Except as  disclosed  in writing by  Grantor to  Beneficiary,  to  Grantor's
knowledge, there have been no communications or agreements with any Governmental
Authority  thereof or any  private  entity,  including,  but not limited to, any
prior owners or operator of the Mortgaged  Property,  relating in any way to The
presence, release, Threat of release, placement on, under or about The Mortgaged
Property,  or  The  use,  manufacture,  handling,  generation,   transportation.
storage,  treatment,  discharge,  burial,  or  disposal  on,  under or about The
Mortgaged Property,  or the transportation to or from the Mortgaged Property, of
any Hazardous Substance in violation of Environmental Law.

(j)  Neither  Grantor  nor,  to the  knowledge  of  Grantor,  any  other  penon,
including,  but  not  limited,  to  any  predecessor  owner,  tenant,  licensee,
occupant, user, or operator of all or any portion of the Mortgaged Property, has
ever caused,  permitted,  authorized  or  suffered,  and Grantor will not cause,
permit,  authorize,  or suffer,  any  Hazardous  Substance  to be placed,  held,
located, or disposed of, on, under or about any other real property,  all or any
portion of which is legally or  beneficially  owned (or any  interest  or estate
herein whicl1 is owned) by Grantor in any  jurisdiction  now or hereafter having
in effect a so-called  `superlien"  law or  ordinance or any part  thereof,  the
effect of which  law or  ordinance  would be to  create a lien on The  Mortgaged
Property to secure any  obligation in connection  will' the  "superlien.  law of
such other jurisdiction.

(k)  Grantor has  received  no notice  that it has not been issued all  required
federal, state, and local licenses,  certificates,  or permits relating to, and,
to Grantor's knowledge,  Grantor and its facilities,  business assets, property,
leaseholds,  and equipment are in compliance in all respects with all applicable
federal,  state,  and local  laws,  rules,  and  regulations  relating  to,  air
emissions,  water discharge,  noise  emissions,  solid or liquid waste disposal,
hazardous waste or materials, or other environmental, heath, or safely matters.

3.11 No Litigation.  Except as disclosed in writing to Beneficiary pursuant
to the Loan  Agreement  to the best of  Grantor's  knowledge,  there  arc no (I)
actions,  suits, or proceedings,  at law or in equity,  before any  Governmental
Authority or  arbitrator  pending or  threatened  against or affecting  Grantor,
Guarantor,  or any Constituent  Party or involving the Mortgaged  Property which
would have a material  adverse  effect if  determined  against such party,  (ii)
outstanding or unpaid judgments against the Grantor,  Guarantor, any Constituent
Party, or the Mortgaged  Property;  or (iii) defaults by Grantor with respect to
any order, writ, injunction,  decree, or demand of any Governmental Authority or
arbitrator.

ARTICLE IV - AFFIRMATIVE COVENANTS

Grantor hereby unconditionally covenants and agrees with Beneficiary,  until The
entire  Indebtedness  shall  have been  paid in full and all of the  Obligations
shall have been fully performed and discharged as follows:

4.1 Payment  and  Performance.  Grantor  will pay she  1ndebieduess  as and when
specified  in the Loan  Documents,  and will  perform and  discharge  all of the
Obligations, in full and on or before the dates same are to be performed.

4.2 Existence.  Grantor will and will cause each  Constituent  Party to preserve
and keep in full force and effect its existence,  rights,  franchises, and trade
names.

4.3 `:Compliance with Legal  Requirements.  Grantor will promptly and faithfully
comply with' conform to, end obey all Legal Requirements, whether the same shall
necessitate structural changes in, improvements to, or interfere with the use or
enjoyment of, The Mortgaged Property.

4.4 First Lien Status. Grantor will protect The first lien and security interest
status of this Deed of Trust and the other Loan Documents and will not permit to
be created or to exist in respect of the Mortgaged  Property or any part thereof
any lien or security  interest on a parity with' superior to, or inferior to any
of the liens or security interests hereof,  except for the Permitted  Exceptions
and lien claims bonded around as provided in Loan Documents.

4.5 Payment of Impositions.  Grantor will duly pay and discharge, or cause to be
paid and discharged,  the Impositions not later Than the earlier to occur of (i)
the due date Thereof,  (ii) the day any fine, penalty,  interest, or cost may be
added  thereto  or  imposed,  or (iii)  the day any  lien  may be filed  for the
nonpayment  thereof  (if  such  day is used  to  determine  the due  date of the
respective  item),  and Grantor shall deliver to  Beneficiary a written  receipt
evidencing the payment of the respective Imposition.

4.6 Repair.  Grantor will keep the Mortgaged  Property in first-class  order and
condition  (subject  to  normal  wear  and  tear)  and will  make  all  repairs,
replacements Is, renewal, additions, betterment's, improvements, and alterations
Thereof and  thereto,  interior and  exterior,  structural  and  non-structural,
ordinary end  extraordinary,  foreseen and  unforeseen,  which are  necessary or
reasonably  appropriate to keep same in such order and  condition.  Grantor will
use its best  efforts to prevent  any act,  occurreace,  or neglect  which might
impair the value or usefulness of the Mortgaged Property for its intended usage.
In instances  where  repair,  replacements,  renewals,  additions,  betterment's
improvements, or alterations are required in and to the Mortgaged Property on an
emergency basis to prevent loss damage,  waste, or destruction thereof,  Grantor
shall proceed to repair,  replace,  add to, better,  improve,  or alter same, or
cause same to be repaired,  replaced, added to, bettered,  improved, or altered,
notwithstanding  anything  to the  contrary  contained  in Section  5.2  hereof;
provided,  however,  that in instances  where such emergency  measures are to be
taken,  Grantor will nolify  Beneficiary in writing of the  commancement of same
and the measures to be taken, and, when same are completed,  the completion date
and the measures actually taken.

4.7 Insurance.  Grantor will obtain and maintain  insurance upon and relating to
the  Mortgaged  Property  with such  insurer,  in such amounts and covering such
risks as shall be reasonably  satisfactory  to  Beneficiary,  from time to time,
including  but not  limited to: (i) owner's  policies of  comprehensive  general
public liability insurance  (including  automobile coverage if Beneficiary later
requires); (ii) hazard insurance in an amount not less than the full replacement
cost of all  improvements,  including  the cost of debris  removal,  with annual
agreed amount  endorsement  and sufficient at all times to prevent  Grantor from
becoming a coinsurer, (iii) business interruption or rental loss insurance; (iv)
if the Mortgaged Property is in a `Flood Hazard Area," a flood insurance policy,
or binder  therefore,  in an amount equal to the principal amount of The note or
The maximum amount  available  under The Flood Disaster  Protection Act of 1973,
and regulations issued pursuant thereto, as amended from time to time, whichever
is less, in form complying with the insurance purchase requirement" of that act;
and (v) such other insurance, if any, as Beneficiary may reasonably require from
time to time. Each insurance policy issued in connection  herewith shall provide
by way of  endorsements,  riders or otherwise that (a) with respect to liability
insurance,  it shall name Beneficiary as an additional insured,  with respect to
the other  insurance,  it shall be payable to Beneficiary as a mortgagee and not
as a coinsured,  and with  respect to all policies of insurance  carried by each
Lessee for the benefit of the  Grantor,  it shall be payable to  Beneficiary  as
Beneficiary's  interest may appear; (b) the coverage of Beneficiary shall not be
terminated,  reduced,  or  affected  in any matter  regardless  of any breach or
violation by Grantor of any  warranties,  declarations,  or  conditions  in such
policy; (c) no such insurance policy shall be canceled,  endorsed,  altered,  or
reissued  to  effect a change  in  coverage  for any  reason  and to any  extent
whatsoever  unless such insurer shall have first given  Beneficiary  thirty (30)
days' prior written notice thereof;  and (d)  Beneficiary  may, but shall not be
obligated to, make premium payments to prevent any  cancellations,  endorsement,
alteration, or reissuance, and such payments shall be accepted by the insurer to
prevent  same.  Beneficiary  shall be famished  with a copy of each such initial
policy  coincident  with the execution of this Deed of Trust and the original of
each renewal  policy not less Than Ten (10) days prior to the  expiration of The
initial, or each immediately preceding renewal policy, together with receipts or
other  evidence  listed The  premiums  thereon  have been paid for one (1) year.
Grantor  shall furnish to  Beneficiary,  on or before Thirty (30) days after the
close of each of Grantor's  fiscal  year, a statement  certified by Grantor or a
duly  authorized  officer of Grantor of the amounts of insurance  maintained  in
compliance herewith, of The risks covered by such insurance and of the insurance
company or  companies  which  carry such  insurance.  Grantor  may  satisfy  the
requirements  of  this  Section  4.7  by use of a  so-called  "blanker  policy,"
provided That the coverage is not  diminished  and the coverage b separately and
individually allocated to the Mortgaged Property.

4.8 Inspection.  Grantor will permit Trustee and Beneficiary,  and their agents,
reprcsenlatives,  and  employees,  to  inspect  the  Mortgaged  Property  at all
reasonable time upon prior notice to Grantor.

4.9 Hold Harmless.  Grantor will defend,  at its own cost and expense,  and hold
Trustee  and  Beneficiary  harmless  from,  any  action,  proceeding,  or  claim
affecting  the  Mortgaged  Property  or the loan  Documents,  and all  costs and
expenses  Incurred by Beneficiary In protecting Its Interests  hereunder in such
an event  (Including  all court  costs and  attorneys'  fees)  shall be borne by
Grantor. If Grantor is a partnership or Joint venture,  each partner venturer of
Grantor  jointly and  severally  agree that In the event any dispute  whatsoever
arises  among any or all of the partner or  venturer,  each  generat  partner or
venturer will Indemnify Trustee and Beneficiary and any corporation controlling,
controlled by, or under common control with either Trustee or  Beneficiary,  and
any  shareholder,  officer,  director,  employee and agent of either  Trustee or
Beneficiary or any such  corporation,  and will hold Trustee and Beneficiary and
any such corporation and any such shareholder,  officer, director,  employee and
agent  of such  corporation  or  Beneficiary,  harmless  from  and  against  all
expenses, including without limiting the generality of this foregoing, all legal
fees,  damage,  and other liabilities of any type whatsoever  (including but not
limited to, any  liabilities  arising out of demands by any of the  partners for
undisbursed  loan funds)  suffered  or Incurred as a result of or in  connection
with any such dispute.  This indemnity  provision shall survive repayment of the
Indebtedness, shall be binding upon the respective heirs, legal representatives,
successor,  and assigns of  Grantor,  and If Grantor is a  partnership  or joint
venture,  each  general  partner or venturer of Grantor,  and shall inure to the
benefit  of  Trustee  and  Beneficiary,   their  successor,   and  assigns,  any
corporation  controlling,  controlled  by, or under  common  control with either
Trustee or beneficiary and the corporation's shareholder,  directors,  officers,
employees and agents.

 5.0 Books and Records. Grantor will maintain full and accurate books of account
and other  records  reflecting  the results of the  operations  of the Mortgaged
Property  and will  furnish,  or  cause to be  furnished,  to  Beneficiary:  (a)
quarterly operating  statements for, The Mortgaged Property,  within Thirty (30)
days after the end of each  March 31,  June 30,  September  30 and  December  31
during  the term of The Note,  setting  forth the  financial  condition  and The
income and  expenses for the  Mortgaged  Property in such  reasonable  detail as
Beneficiary may request and including a certification  That such statements have
been  prepared  in  accordance  with the cash basis of  accounting  applied on a
consistent  basis and fairly applied  (except that taxes and insurance  shall be
accrued as provided in Sections 5.14 and 5.15 of the Loan Agreement),  (is) upon
request by Beneficiary a certificate by Grantor  certifying that, as of the date
thereof,  there  does or does  not (as the case  may be)  exist  an event  which
constitutes,  or which upon due notice or lapse of time or both would constitute
an Event of Default  or, if an Event of Default  exists,  specifying  the nature
thereof, (c) immediate notice of any material adverse change in Grantor's or The
Mortgaged  Property  financial  condition  or business  prospects,  and (d) on a
quarterly basis attached to The quarterly operating statements,  an updated Rent
Roll for the Mortgaged Property. At any time and from time to time Grantor shall
deliver to Beneficiary such other financial data as Beneficiary shall reasonably
request with respect to the  ownership,  maintenance,  use and  operation of The
Mortgaged  Property,  and Beneficiary  shall have the right, at reasonable times
and upon reasonable  notice, to audit,  examine,  and make copies or extracts of
Grantor's books of account and records relating to the Mortgaged  Property,  all
at Beneficiary  expense, and all of which shall be maintained and made available
to beneficiary and beneficiary  representatives  for such purpose at the address
specified  herein for  Grantor  or at such other  location  as  beneficiary  may
approve Upon beneficiary  request,  Grantor shall also furnish  Beneficiary with
convenient  facilities and all books and records  necessary for an audit of such
statements.

4.11 Financial Statements:  Tax Returns. Grantor shall promptly furnish or cause
to be furnished to  Beneficiary  financial  statements  of Grantor and Guarantor
prepared on The CAAP basis (except That faxes and insurance  shall be accrued as
provided in Sections 5.14 and 5.15 of the Loan  Agreement)  in  accordance  with
sound accounting principles consistently applied by and certified to be true and
correct  by the chief  financial  officer  of  Grantor  and each  Guarantor,  as
applicable,  and deliver same to  Beneficiary  within Thirty (30) days after the
end of each  calendar  quarter  (annual  financial  statements to be provided no
later  Than  February  15 of each  year),  to  provide  such  certified  interim
financial  statements of Grantor or Guarantor as may be reasonably  requested by
Beneficiary and to allow Beneficiary from time to time at a reasonable time upon
prior  notice to inspect all books and records  relating to  Grantor's  and each
Guarantor's, as applicable,  financial condition or to the indebtedness,  and to
make and take away copies of such books and records, all at beneficiary expense.
If Grantor or any Guarantor is a partnership, joint venture, Trust or other Type
of business  association,  Grantor or such Guarantor  shall provide  Beneficiary
with any and all financial  statements and other  documents and make any and all
disclosures to Beneficiary with respect to any Constituent  Party, as Grantor or
such Guarantor is required to provide and make, and in The manner required to be
provided and made,  with respect to Grantor or such  Guarantor  pursuant to This
paragraph. Grantor shall also furnish or cause to be famished to beneficiary tax
returns for Grantor and each Guarantor Within fifteen ( 15) days of filing,  but
in no event later than October I of each year.

4.12 Payment for Labor and  Materials.  Grantor will  promptly pay all bills for
labor,  materials' and specifically  fabricated materials incurred in connection
with The  Mortgaged  Property  and  never  permit  to exist  in  respect  of The
Mortgaged  Property  or any part  Thereof any lien or  security  interest,  even
Though inferior to The liens and security  interests hereof,  for any such bill,
and in any event never permit to be created or exist in respect of the Mortgaged
Property or any part thereof any other or additional  lien or security  interest
on a  parity  with,  superior,  or  inferior  to any of The  liens  or  security
interests  hereof,  except for the  Permitted  Exceptions.  Notwithstanding  The
foregoing  or any  other  provision  of This  Deed of  Trust or The  other  loan
Documents, Grantor shall not be in default for failure to pay a bill which gives
rise to a lien or an affidavit  claiming a lien on the Mortgaged Property if (a)
Grantor is  diligently  and in good faith  contesting  the validity of The bill,
(is) upon  request of  Beneficiary,  Grantor  shall "bond  around"  file lien or
furnish  Beneficiary  with other  assurances that the bill will be paid prior to
final  judgment,  and (c) Grantor  prevents the  Mortgaged  Property  being made
subject to a final, adverse judgment enforcing any such lien.

4.13 Further  Assurances and  Corrections.  From time to time, at the request of
Beneficiary,  Grantor will (i) promptly  correct any defect,  error, or omission
which may be  discovered  in the  contents of this Deed of Trust or in any other
Loan  Document or in the  execution or  acknowledgment  thereof;  (ii)  execute,
acknowledge,  deliver,  record and/or file such further instruments  (including,
without  limitation,  further  deeds of trust,  security  agreements,  financing
statements,  continuation  statements  and  assignments  of rents or leases) and
perform  such  further  acts  and  provide  such  further  assurances  as may be
reasonably necessary,  desirable,  or proper, in Beneficiary's opinion, to carry
out more  effectively  the purposes of this Deed of Trust and the Loan Documents
and to subject  to the liens and  security  interests  hereof  and  thereof  any
property  intended  by the  terms  hereof or  thereof  to be  covered  hereby or
thereby, including without limitation, any renewals,  additions,  substitutions,
replacements,  or  appurtenances to the Mortgaged  Property;  and (iii) execute,
acknowledge,  deliver,  procure,  file, and/or record any document or instrument
(including  without  limitation,  any financing  statement)  deemed advisable by
Beneficiary  to protect  the liens and the  security  interests  herein  granted
against  the  rights  or  interests  of  third   persons.   However,   under  no
circumstances will the requirements of this Section 413 cause Grantor to execute
documents  or take other steps which would  modify its  obligations,  duties and
liability under the Loan Documents, as written.

4.14  Taken  Deed of Trust.  At any time any law shall be  enacted  imposing  or
authorizing  the  imposition  of any lax upon this  Deed of  Trust,  or upon any
rights,  titles,  liens,  or  security  interests  created  hereby,  or upon the
Indebtedness  or any part thereof,  Grantor will  immediately  pay all such tax,
provided  that if such law as enacted  makes it unlawful for Grantor to pay such
tax, Grantor shall not pay nor be obligated to pay such tax. Nevertheless,  if a
law is enacted  making it unlawful  for  Grantor to pay such taxes,  then to the
extent allowed by law,  Grantor must prepay the  Indebtedness in full within one
hundred eighty (180) days after demand therefor by Beneficiary.

4.15 Statement of Unpaid Balance. At any time and from time to time, but no more
often than  semiannually,  Grantor  will furnish  promptly,  upon the request of
Beneficiary,   a  written  statement  or  affidavit,  in  form  satisfactory  to
Beneficiary,  stating the unpaid balance of the  Indebtedness and that there ate
no offsets or defenses  against full payment of the  Indebtedness  and the terms
hereof, or if there are any such offsets or defenses, specifying them.

4.16  Expenses.  Grantor  will  pay on  demand  all  reasonable  and  bona  fide
out-of-pocket costs, fees, and expenses and other expenditures,  including,  but
not limited to,  reasonable  attorneys'  fees and expenses,  paid or incurred by
Beneficiary  or Trustee to third  parties  incident to this Deed of Trust or any
other Loan Document  (including without limitation,  reasonable  attorneys' fees
and expenses in  connection  with the  negotiation,  preparation,  and execution
hereof and of any other Loan Document and any amendment  hereto or thereto,  any
release  hereof,  any consent,  approval or waiver  hereunder or under any other
Loan  Document,  the making of any advance under the Note, and any suit to which
Beneficiary  or Trustee b a party  involving this Deed of Trust or the Mortgaged
Property) or incident to the  enforcement of the  indebtedness w the exercise of
any right or remedy of 8eneficiaty under say Loan Document.

4.17 Address.  Grantor shall give written notice to  Beneficiary  and Trustee of
any change of  address of Grantor at least five (5) days prior to the  effective
dale of such change of  address,  but any failure to do so shall not be an Event
of Default.  Absent such of official  written  notice of a change in address for
Grantor,  then  Beneficiary  and Trustee shall be entitled for all purpose under
the Loan  Documents to rely upon  Grantor's  address as set forth in the initial
paragraph  of the Deed of Trust,  as same may have  been  therefore  changed  in
accordance with the provisions hereof.

4.18     Environment and Hazardous Substances. Grantor will:
     (a)  not use, generate,  manufacture,  produce, store, release,  discharge,
          treat, or dispose of on, under,  from or about the Mortgaged  Property
          or transport to or from the Mortgaged Property any Hazardous Substance
          or allow any other  person  Or  entity  to do so in  violation  of any
          Environmental Law;

     (b)  keep and maintain the Mortgaged Property in compliance with, and shall
          not cause or permit the Mortgaged  Property to be in violation of, any
          Environmental Law;

     (c)  monitor the use of the Mortgaged Property to attempt to assure that no
          violation of Environmental  Laws occurs (Grantor does not represent or
          warrant that a tenant will not violate an Environmental Law.);

     (d)  give prompt written  notices to Beneficiary  of: (i) any proceeding or
          inquiry by any governmental or  nongovernmental  entity or person with
          respect to the presence of any Hazardous  Substance on, under, from or
          about the Mortgaged  Property,  the migration thereof from or to other
          property,  the  disposal,  storage,  or  treatment  of  any  Hazardous
          Substance generated or used on, under or about the Mortgaged Property,
          (ii) all claims made or threatened by any third party against  Grantor
          or the  Mortgaged  Property  or any  other  owner or  operator  of the
          Mortgaged  Property  relating to any loss or injury resulting from any
          Hazardous  Substance,  and (iii) Grantor's discovery of any occurrence
          or condition on any real property  adjoining or in the vicinity of the
          Mortgaged Property that could cause the Mortgaged Property or any part
          thereof to be subject to any investigation or cleanup of the Mortgaged
          Property pursuant to any Environmental Law;

     (e)  permit  Beneficiary  to join and  participate  in, as a party if it so
          elects, any legal proceedings or actions initiated with respect to the
          Mortgaged  Property  in  connection  with any  Environmental  Law or I
          Hazardous  Substance,  and  Grantor  shall  pay all  attorneys',  fees
          incurred by Beneficiary in connection therewith;

     (f)  protect, indemnity, and hold harmless' Trustee and Beneficiary,  their
          parents,     subsidiaries,     directors,     officers,     employees,
          representatives,  agents, successors, and assigns from and against any
          and all loss, damage,  costs,  expense,  action,  causes of action, or
          liability (including attorneys' fees and costs) directly or indirectly
          arising  from or  attributable  to the use,  generation,  manufacture,
          production, storage, release, threatened release, discharge, disposal,
          or presence of a Hazardous  Substance on, under or about the Mortgaged
          Property,  whether  known  or  unknown  at the  time of the  execution
          hereof, including without limitation (i) all foreseeable consequential
          damages of any such use, generation, manufacture, production, storage,
          release,  threatened release,  discharge,  disposal, or presence,  and
          (ii)  the   costs  of  any   required   or   necessary   environmental
          investigation or monitoring, any repair, cleanup, or detoxification of
          the Mortgaged Property,  and the preparation and implementation of any
          closure,  remedial,  or other  required  plan,.  This covenant and the
          Indemnity  contained  herein shall  survive the release of the lien of
          this Deed of Trust, or the  extinguishment  of the lien by foreclosure
          or action In lieu thereof; and

     (g)  in the  event  that  any  Remedial  Work is  reasonably  necessary  or
          desirable,  Grantor shall commence and thereafter diligently prosecute
          to completion  all such  Remedial  Work within a reasonable  period of
          time after written demand by Beneficiary for  performance  thereof (or
          any  specific  period  of  time as may be  required  under  any  Legal
          Requirement),  with such Remedial Work being  commenced  within thirty
          (30) days of Beneficiary's  written demand. All Remedial Work shall be
          performed by contractors approved in advance by Beneficiary, and under
          the supervision of a consulting engineer approved by Beneficiary.  All
          costs and  expenses  of such  Remedial  Work  shall be paid by Grantor
          including,  without limitation,  Beneficiary's  reasonable  attorneys'
          fees and costs  incurred in  connection  with  monitoring or review of
          such  Remedial  Work.  In the  event  Grantor  shall  fail  to  timely
          commence,  or cause to be commence, or fail to diligently prosecute to
          completion,  such  Remedial  Work,  Beneficiary  may, but shall not be
          required to, cause such Remedial  Work to be performed,  and all costs
          and expense thereof. or incurred in connection therewith, shall become
          part of the Indebtedness'.

         ARTICLE V - NEGATIVE COVENANTS
         Grantor hereby  unconditionally  covenants and agrees with  Beneficiary
until  the  entire  Indebtedness  shall  have  been  paid in full and all of the
Obligations shall have been fully performed and discharged as follows:

         5.1  Use  Violations.  Grantor  will not  use,  maintain,  operate,  or
              occupy, or allow the use, maintenance, operation, or occupancy of,
              the  Mortgaged  Property in any manna which (a) violates any Legal
              Requirement,  (b) may be dangerous unless  safeguarded as required
              by law and/or appropriate  insurance,  (C) constitutes a public or
              private nuisance, or (d) makes void, voidable,  or cancelable,  or
              increases the premium of, any insurance then in force with respect
              thereto.

         5.2 Waste; Alterations.  Grantor will not commit or permit any waste or
         impairment of the Mortgaged  Property (ordinary wear and tear excepted)
         and  will  not  (subject  to the  provisions  of  Sections  4.3 and 4.6
         hereof),  without The prior  written  consent of  Beneficiary,  make or
         permit  to be  made  any  alterations  or  additions  to the  Mortgaged
         Property of a material nature,  which consent shall not be unreasonably
         withheld or delayed.

         5.3 Replacement of Fixtures and Personalty.  Grantor will not,  without
         the prior written consent of Beneficiary, permit any of the Fixtures or
         Personalty  exceeding the value of Ten Thousand and  No/lOOths  Dollars
         ($10,000.00)  to be removed  at any time from the Land or  Improvements
         unless the removed item is removed  temporarily  (not to exceed six (6)
         months)  for  maintenance  and repair or, if  removed  permanently,  is
         replaced  by an  article  of  equal  suitability  and  value,  owned by
         Grantor,  free and clear of any lien or security interest except as may
         be approved in writing by Beneficiary.

         5.4 Change in Zoning.  Grantor  will not seek or  acquiesce in a zoning
         reclassification  of all or any  portion of the  Mortgaged  Property or
         grant or consent to any easement,  dedication, plat, or restriction (or
         allow any  easement  to become  enforceable  by  prescription),  or any
         amendment or modification  thereof,  covering all or any portion of the
         Mortgaged Property, without Beneficiary's prior written consent.

         5.5 No Drilling. Grantor will not, without the prior written consent of
         Beneficiary,  permit any  drilling or  exploration  for or  extraction,
         removal,  or production of, any Minerals from the surface or subsurface
         of the Land  regardless of the depth thereof or the method of mining or
         extraction thereof.

         5.6      No  Disposition.  Grantor will not make a  Disposition without
         obtaining  Beneficiary's  prior  written consent to the Disposition.

         5.7 No Subordinate Mortgages. Grantor will not create, place, or permit
         to be  created  or  placed,  or  through  any  act or  failure  to act,
         acquiesce  in The  placing  of,  or allow  to  remain  any  Subordinate
         Mortgages  regardless of whether such Subordinate Mortgage is expressly
         subordinate  to the liens or security  interests  of the Loan  Document
         with  respect  to the  Mortgaged  Property,  other  than the  Permitted
         Exceptions.

         ARTICLE Vl - EVENTS OF DEFAULT
                  The term  "Event of  Default,"  as used herein and in the Loan
         Documents, shall mean the occurrence or happening, at any time and from
         time to time, of any one or more of the following:

            6.1  Payment of  Indebtedness.  If Grantor  shall fail,  refuse,  or
         neglect to pay, in full, any installment or portion of the Indebtedness
         as and when the same shall become due and  payable,  whether at the due
         date thereof  stipulated in the Loan  Documents,  upon  acceleration or
         otherwise.

         6.2  Performance  of  Obligations.  If Grantor  shall  fail,  refuse or
         neglect or cause the  failure,  refusal,  or  neglect  to comply  with,
         perform and discharge  fully and timely any of the  Obligations  as and
         when called for,  other than  repayment  of the  Indebtedness  and such
         failure,  refusal or neglect  continues for a period of shiny (30) days
         after  delivery to Grantor of written  notice from  Beneficiary of such
         failure,  refusal  or  neglect  (such  period  to be  increased  for an
         additional  period  not to  exceed  sixty  (60)  days,  if  Grantor  is
         diligently  pursuing  the  cure  of the  matter(s)  in  question,  upon
         Grantor's  delivery to Beneficiary  of appropriate  bonds or additional
         collateral  the form of same to be  acceptable  to  Beneficiary  in its
         reasonable discretion).  However, any such failure,  refusal o; neglect
         with respect to the Leases occurring in the ordinary course of business
         of Grantor or the operation of The Mortgaged  Property  shall not be an
         Event of Default.

         6.3 False Representation. If any representation, warranty, or statement
         made by Grantor,  any  Guarantor or  Constituent  Party in,  under,  or
         pursuant to the Loan  Documents or any  affidavit  or other  instrument
         executed  or  delivered  with  respect  to the  Loan  Documents  or the
         Indebtedness  b determined by  Beneficiary to be false or misleading in
         any  material  respect as of the date hereof or thereof or shall become
         so at any time prior to the repayment in full of he Indebtedness.

         6.4    Default  Under other Lien. Documents.  If Grantor shall default
         or commit an Event of Default under and pursuant to any other mortgage
         or security agreement which coven or effects any part of the Mortgaged
         Property.

         6.5 Insolvency;  Bankruptcy. If Grantor (i) shall execute an assignment
         for the benefit of creditor  or an  admission  in writing by Grantor of
         Grantor's inability to pay, or Grantors failure to pay, debts generally
         as the debts  become  due;  or (ii) shall  allow the levy  against  the
         Mortgaged Property or any part thereof,  of any execution,  attachment,
         sequestration or other writ which is not vacated within sixty (60) days
         after the levy;  or (iii)  shall allow the  appointment  of a receiver,
         trustee or  custodian  of Grantor or of the  Mortgaged  Property or any
         part thereof,  which  receiver,  trustee or custodian is not discharged
         within sixty (60) days after the appointment; or (iv) files as a debtor
         a  petition,   case,   proceeding  or  other  action  pursuant  to,  or
         voluntarily  seeks of the benefit or benefits of any Debtor Relief Law,
         or takes  any  action in  furtherance  thereof;  or (v) files  either a
         petition, complaint, answer or other instrument which seeks to effect a
         suspension  of, or which has the effect of suspending any of the rights
         or powers of Beneficiary or Trustee  granted in The Note,  herein or in
         any loan  Document;  or (vi)  allows  the filing of a  petition,  case,
         proceeding or other action against Grantor as a debtor under any Debtor
         Relief Law or seeks  appointment  of a receiver  trustee,  custodian or
         liquidator  of  Grantor  or of the  Mortgaged  Property,  or  any  part
         thereof, or of any significant portion of Grantors other property;  and
         (a) Grantor  admits,  acquiesces in or fails to contest  diligently the
         material allegations thereof, or (b) the petition,  case, proceeding or
         other  action  results  in the  entry of an order  for  relief or order
         granting the relief sought against Grantor, or (C) the petition,  case,
         proceeding or other action not  permanently  dismissed or discharged on
         or  before  the  earlier  of trial  thereon  or sixty  (60)  days  next
         following the date of filing.

         6.6      Dissolution. If Grantor, or any Guarantor, shall dissolve,
         terminate, die or liquidate, or merge with or be consolidated into any
         other entity.

         6.7 No Further Encumbrances;  Levy and Attachment.  If Grantor creates,
         pieces,  or permits to be  created  or  placed,  or through  any act or
         failure to act,  acquiesces in The placing of, or allows to remain, any
         Subordinate  Mortgage  (securing a debt in excess of Ten  Thousand  and
         No/100ths  Dollars  (S10,000.00),  with a  maturity  exceeding  six (6)
         months),  regardless of whether such Subordinate  Mortgage is expressly
         subordinate to the liens or security  interests of the Loan  Documents,
         with  respect  to The  Mortgaged  Property,  other  than the  Permitted
         Exceptions, which has not been consented to or approved by Beneficiary.
         If any levy or attachment is issued, or if any lien for the performance
         of work or the supply of  materials  is filed,  against any part of the
         Mortgaged Property and remains  unsatisfied or unbonded following shiny
         (30) days after the date of filing thereof or such later period of time
         if Grantor is unaware of such  manner,  subject to the right of Grantor
         to contest the validity thereof provided in this Deed of Trust.

         6.8      Disposition  of Mortgaged  Property and Beneficial  Interest
         in Grantor.  If Grantor makes a Disposition, without the prior written
         consent of Beneficiary.

         6.9  Condemnation.  If any  condemnation  proceeding  is  instituted or
         threatened   which  would,  in   Beneficiary's   reasonable   judgment,
         materially  impair the use and enjoyment of the Mortgaged  Property for
         its intended purposes.

         6.10  Destruction  of  improvements.   If  the  Mortgaged  Property  is
         demolished,   destroyed,   or   substantially   damaged  so  that,   in
         Beneficiary's  reasonable  judgment,  it cannot be  restored or rebuilt
         with available  funds to the condition  existing  immediately  prior to
         such demolition,  destruction,  or dama8e within a reasonable period of
         time.

         6.11 Transfer of Improvements. If Grantor executes any conditional bill
         of sale,  chattel  mortgage or other security  instrument  covering any
         materials'  fixtures or articles  intended  to be  incorporated  in the
         Improvements  or the  appurtenances  thereto,  or covering  articles of
         personal  property  placed in the  Improvements,  or files a  financing
         statement publishing notice of such security  instrument,  or if any of
         such materials, fixtures or articles are not purchased in such a manner
         that the ownership thereof vests  unconditionally in Grantor, free from
         encumbrances on delivery at the Land, or if Grantor does not produce to
         Lender upon reasonable demand the contracts, bills of sire, statements,
         receipted  vouchers or agreements,  or any of them, under which Grantor
         claims title to such materials, fixtures and articles.

         6.12      Abandonment. If Grantor abandons all or any portion of the
         Mortgaged Property.

         6.13      Guarantor's  Default.  The  occurrence of any event referred
         to in  Secilon.6.5  hereof with respect to Guarantor.

         6.14     Loan Documents. The occurrence of an Event of Default as
         defined in any of the other Loan Documents.

         ARTICLE Vll - REMEDIES
     7.1 Beneficiary's Remedies Upon Default. Upon the occurrence of an Event of
De6ult 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 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 payment made or expense  incurred in the  performance or attempted
          performance  of any such  covenant  shall be and  become a part of the
          Indebtedness, 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 cat; when paid or incurred by
          Beneficiary at the Default Rate. 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
          8eneficiary may make an advance, or which 8eneficiary may pay.

     (b)  Right  of  Entry.   Beneficiary   may,  prior  or  subsequent  to  the
          institution of any foreclosure  proceedings,  enter upon the Mortgaged
          Property,  or any part thereof,  and take exclusive  possession of the
          Mortgaged  Property and of all books,  records,  and accounts relating
          thereto and  exercise  without  interference  from Grantor any and all
          rights which Grantor has with respect to the  management,  possession,
          operation  protection,  or  preservation  of the  Mortgaged  Property,
          including  without  limitation  the  right  to rent  the  same for The
          account of Grantor and to deduct from such Rents all costs,  expenses,
          and  liabilities  of every  character  incurred by the  Beneficiary in
          collecting  such  Rents  and  in  managing,  operating,   maintaining,
          protecting,  or  preserving  the  Mortgaged  Property and to apply the
          remainder  of  such  Rents  on the  Indebtedness  in  such  manner  a5
          Beneficiary  may elect.  A11 such  costs,  expenses,  and  liabilities
          incurred by the  Beneficiary in collecting such Rents and in managing,
          operating,  maintaining,   protecting,  or  preserving  the  Mortgaged
          Property,  if not paid out of Rents  as  hereinabove  provided,  shall
          constitute  a  demand  obligation  owing by  Grantor  and  shall  bear
          interest from the date of expenditure  until paid at the Default Rate,
          all of  which  shall  constitute  a  ponion  of the  Indebtedness.  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 1055  sustained by Grantor  resulting from
          any failure to let the Mortgaged  Property,  or any part  thereof,  or
          from any other act or omission  of the  Beneficiary  in  managing  the
          Mortgaged  Property unless such loss is caused by the gross negligence
          or 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 the Beneficiary  for, and to hold the  Beneficiary  harmless
          from,  any and all liability,  loss, or damage,  which may or might be
          incurred by the Beneficiary under any such Lease or under or by reason
          hereof or the  exercise  of rights or  remedies  hereunder  (except by
          reason of Beneficiary's  gross negligence and recklessness),  and from
          any and all claims and demands whatsoever which may be asserted on its

          part to perform or discharge  any of the terms,  covenants,  or agree-
          ments contained in any such Lease.  Should The 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 Default Rate,,
          shall be secured hereby,  and Grantor shall reimburse the Beneficiary,
          therefore,  immediately upon demand.  Nothing in this subsection shall
          impose any duty,  obligation,  or responsibility  upon the Beneficiary
          for the control, care, management, leasing, or repair of the Mortgaged
          Property,  nor  force  the  carrying  out  of any  of  the  terms  and
          conditions  of any  such  Lease;  nor  shall  it  operate  to make the
          Beneficiary  responsible  or  liable  for any waste  committed  on the
          Mortgaged  Property  by the  tenants or by any other  party or for any
          Hazardous  Substance on or under the  Mortgaged  Property,  or for any
          dangerous or defective  condition of the Mortgaged Property or for any
          negligence in the management,  leasing,  upkeep, repair, or control of
          the  Mortgaged  Property  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 the  Beneficiary  with
          respect to the Mortgaged Property taken under this subsection.

          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. fee remedies
          in this  Article  VII are  available  under and  governed  by the real
          property  laws of Texas and are not governed by the personal  property
          laws of Texas  including  but not  limited to, the power to dispose of
          personal  property in a commercially  reasonable  manner under Section
          9.504 of the Code. No action by  Beneficiary,  taken  pursuant to this
          subsection,  shall be deemed to be an  election to dispose of personal
          property under Section 9.505 of the Code. Any receipt of consideration
          received  by  Beneficiary   pursuant  to  this  subsection   shall  be
          immediately credited against the Indebtedness (in the inverse order of
          maturity)  and the value of said  consideration  shall be treated like
          any other payment against the Indebtedness.

     (c)  Right to Accelerate.  Except as provided  herein and in the other Loan
          Documents 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 Indebtedness,
          declare the entire unpaid balance of the Indebledness  immediately due
          and payable,  and upon such declaration,  the entire unpaid balance of
          the Indebledness shell 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.

     (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:

     (e)  Public Sale. Trustee is hereby authorized and empowered,  and it shall
          be Trustee's  special duty, upon such request of Beneficiary,  to sell
          the Mortgaged Property,  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 stature 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
          mill 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 in Unmatured Indebtedness.  in addition to the rights and
          powers  of  sale  granted  under  The  preceding  provisions  of  this
          subsection,  if default is made in the payment of any  installment  of
          the Indebtedness, Beneficiary may, at Beneficiary's option, at once or
          at any time thereafter while any matured  installment  remains unpaid,
          without  declaring  the  entire  indebtedness  to be due and  payable,
          orally or in writing  direct  Trustee to enforce the trust and to sell
          the Mortgaged  Property subject to such unmatured  Indebtedness and to
          the  rights,  powers,  liens,  security  interests,   and  assignments
          securing  or  providing   recourse  for  payment  of  such   unmatured
          Indebtedness,  in the same  manner,  all as provided in the  preceding
          provisions  of  this  subsection.  Sales  made  without  maturing  the
          Indebtedness may be made hereunder  whenever there is a default in the
          payment of any installment of the Indebtedness, 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 Indebledness or the rights, powers, liens, security interests, and
          assignments   securing  or  providing  recourse  for  payment  of  the
          Indebtedness.
     (iv) Partial  foreclosure.  Sale of a part of the Mortgaged  Property shall
          not exhaust the power of sale, but sales may be made from time to time
          until The  Indebledness  is paid and the Obligations are 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 Land and the Improvements, but also the
          Fixtures and Personalty and other interests constituting a part of the
          Mortgaged  Property or any part  thereof,  along with the Land and the
          Improvements 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  Mortgaged  Property  separately  from  the  remainder  of the
          Mortgaged  Property.  It shall not be  necessary to have present or to
          exhibit at any sale any of the Mortgaged Property.
     (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  purchaser  thereunder  in  the  name  of  Grantor,
          conveying  The  Mortgaged  Property or any part thereof so sold to the
          purchaser or purchaser 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 identify of Beneficiary,  the occurrence or existence of any
          Event  of  Default,   the  notice  of  intention  to  accelerate,   or
          acceleration  of, the  maturity  of the  Indebtedness,  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 of the Indebtedness and the performance
          and discharge of the 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 par' of
          The  Mortgaged  Property,  and to have all or any put of The Mortgaged
          Property  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 repayment of the Indebtedness and performance and discharge of the
          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 proceeding for  appointment of a receiver,  shall be entitled
          to the  appointment  of a  receiver  or  receivers  of  the  Mortgaged
          Property or any part  thereof,  and of the Rents,  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 matter.
     (g)  Beneficiary's  Uniform  Commercial Code Remedies.  The Beneficiary may
          exercise  its  rights of  enforcement  with  respect to  Fixtures  and
          Personalty under The Code, and in conjunction  with, in addition to or
          in  substitution  for the  rights  and  remedies  under the Code,  the
          Beneficiary may:
     (i)  without demand or notice to Grantor, enter upon the Mortgaged Property
          to take possession of, assemble,  receive, and collect the Personalty,
          or any part thereof, or to render it unusable; and
     (ii) require  Grantor to assemble the Personalty and make it available al a
          place the Beneficiary designates which is mutually convenient to allow
          the 8eneficisq to take possession or dispose of the Personalty; and
     (iii)written notice mailed to Grantor as provided  herein al least ten (10)
          days prior to the date of public  sale of the  Personalty  or prior to
          the date after which private sale of the Personalty will be made shall
          constitute reasonable notice; and
     (iv) sale   conducted  in  a   commercially   reasonable   manner  if  held
          contemporaneously  with the sale of the other Mortgaged Property under
          power of sale as  provided  herein  upon  giving the same  notice with
          respect to the sale of the Personalty hereunder as b required for such
          sale of the other Mortgaged 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 9.501(d) of the Code; and
     (v)  in the event of a foreclosure sale,  whether made by the Trustee under
          the terms hereof, or under judgment of a court, the Personalty and the
          other  Mortgaged  Property may, al the option of the  Beneficiary,  be
          sold as a whole; and
     (vi) it shall not be necessary that The Beneficiary  take possession of the
          Personalty,  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  Personalty  or any part  thereof be
          present at the location of such sale; and
     (vii)prior to  application  of proceeds of disposition of the Personalty to
          the  Indebtedness,  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; and
     (viii) after  notification,  if any, hereafter provided in this subsection,
          Beneficiary may sell,  lease, or otherwise  dispose of the Personalty,
          or any part thereof,  in one or more parcels at public or private sale
          or sales, al Beneficiary's  offices or elsewhere,  for ash, on credit,
          or for future delivery. Upon the request of Beneficiary, Grantor shall
          assemble the  Personalty  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,  holdin6 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  Indebtedness and
          the  enforcement  of  Beneficiary's  rights under the Loan  Documents.
          Beneficiary  shall apply the  proceeds  of the sale of the  Personalty
          against the  Indebtedness in accordance with the provisions of Section
          7.4 of  this  Deed of  Trust.  Grantor  shall  remain  liable  for u y
          deficiency if the proceeds of any sale or deposition of the Personalty
          are insufficient to pay the  Indebtedness in full.  Grantor waives all
          rights of marshaling in respect of the Personalty; and
     (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 Indebtedness,  the occurrence of any
          Event of Default,  the Beneficiary  having declared all or a ponion of
          such  Indebtedness 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 the
          Beneficiary shall be taken as prima facie evidence of the truth of the
          facts so stated and recited; and
     (x)  the  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 the  Beneficiary,  including  the  sending of notices  and the
          conduct of the sale, but in the name and on behalf of The Beneficiary.

     (h)  Rights Relating to Leases and Rents.  Grantor has, pursuant to Article
          lX of this Deed of Trust, assigned to Beneficiary all Rents under each
          of the Leases  covering all or any portion of the Mortgaged  Property.
          Beneficiary,  or  Trustee  on  Beneficiary's  behalf,  may at any time
          following the occurrence of an Event of Default hereunder, and without
          further  notice,  either in person,  by agent,  or by  receiver  to be
          appointed  by a court,  enter  and take  possession  of the  Mortgaged
          Property  or any  part  thereof,  and  in its  own  name,  sue  for or
          otherwise collect the Rents.  Grantor hereby agrees,  upon notice from
          Trustee or  Beneficiary  to Grantor of the  occurrence  of an Event of
          Default,  to  terminate  the  limited  license  granted  to Grantor in
          Section 9.2 hereof, and thereafter direct the lessees under the Leases
          to pay direct to Beneficiary the Rents due and to become due under the
          Leases  and  attorn in  respect  of all other  obligations  thereunder
          direct to Beneficiary, or Trustee on Beneficiary's behalf, without any
          obligation on their part to determine whether an Event of Default does
          in  fact  exist  or has in  fact  occulted.  All  Rents  collected  by
          Beneficiary,  or  Trustee  acting on  Beneficiary's  behalf,  shall be
          applied  as  provided  for in  Section  7.4 of  this  Deed  of  Trust;
          provided,  however, that if the costs,  expenses,  and attorneys' fees
          shall exceed the amount of Rents collected,  the excess shall be added
          to the  Indebtedness,  shall bear  interest at the Default  Rate,  and
          shall be immediately  due and payable.  The entering  upon and

          taking possession of the Mortgaged Property,  the collection of Rents,
          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  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 Rents 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's, 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 or charge 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
          Rents, with respect to the Mortgaged  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 or;
          any  nature  whatsoever  with  respect  to all or any  portion  of the
          Mortgaged  Property  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 apply the reserve for  Impositions
          and insurance premiums if any, required by the provisions of this Deed
          of Trust, toward payment of the Indebtedness;  and (ii) shall hay; 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 Code, or otherwise.
     (j)  Beneficiary  as  Purchaser.  Beneficiary  may be the  purchaser of the
          Mortgaged  Property or any put 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 Mortgaged  Property so  purchased,  free of the liens and
          security  interests  hereof,  unless  the sale was made  subject to an
          unmatured portion of the Indebtedness.  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 Section 7.4 of this Deed of Trust.

                  7.2  Other  Rights  of  Beneficiary.  Should  any  part of the
         Mortgaged  Property come into the  possession of  Beneficiary,  whether
         before or after default,  Beneficiary  may (for itself or by or through
         other persons, firms, or entities) hold, lease, manage, use, or operate
         the Mortgaged Property for such time and upon such terms as Beneficiary
         may  deem  prudent  under  the  circumstances   (making  such  repairs,
         alterations,  additional and improvements thereto and taking such other
         action  as  Beneficiary  may  from  time  to  time  deem  necessary  or
         desirable) for the purpose of preserving the Mortgaged  Property or its
         value, pursuant to the order of a court of appropriate  jurisdiction or
         in accordance  with any other rights held by  Beneficiary in respect of
         the Mortgaged Property. Grantor covenants to promptly reimburse and pay
         to Beneficiary on demand,  at the place where the Note is payable,  the
         amount of all reasonable  expenses  (including  without  limitation the
         cost of any  insurance,  Impositions,  or other  charges)  incurred  by
         Beneficiary in connection  with  Beneficiary's  custody,  preservation,
         use, or operation of the  Mortgaged  Property  together  with  interest
         thereon from the date incurred by  Beneficiary at die Default Rate; and
         all such expenses costs taxes, interest, and other charges shall be and
         become a part of the Indebtedness. It is agreed, however, that the risk
         of  loss  or  damage  to the  Mortgaged  Property  is on  Grantor,  and
         Beneficiary shall have no liability  whatsoever for decline in value of
         die Mortgaged Property, for failure to obtain or maintain insurance, or
         for failure to determine  whether  insurance in force is adequate as to
         amount or as to the risks insured.  Possession by the Beneficiary shall
         not be deemed an election of judicial relief, if any such possession is
         requested  or  obtained,  with  respect to any  Mortgaged  Property  or
         collateral not in Beneficiary's possession.
                  7.3  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 al any such sale shall
         receive, as an incident to purchaser's ownership,  immediate possession
         of the property purchased,  and if Grantor or Grantor's successor shall
         hold  possession  of said  property or any part thereof  subsequent  to
         foreclosure,  Grantor and  Grantor's  successor  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
         Mortgaged Property so occupied and sold to such purchaser),  and anyone
         occupying such ponion of the Mortgaged  Property,  after demand is made
         for possession thereof,  shall be guilty of forcible detainer and shall
         be subject to eviction and removal with or without  process of law, and
         all damages by reason thereof are hereby expressly waived.
                  7.4  Application  of  Proceeds.  The  proceeds  from any sale,
         lease, or other  disposition  made pursuant to this Article Vll, or any
         Rents  collected by  Beneficiary  from the Mortgaged  Property,  or the
         reserve for Impositions and insurance premiums, if any, required by the
         provisions of this Deed of Trust or sums  received  pursuant to Section
         8.1 hereof,  or proceeds from  insurance  which  Beneficiary  elects to
         apply to the  Indebtedness  pursuant to Section  8.2  hereof,  shall be
         applied  by  Trustee,  or by  Beneficiary,  as the case may be,  to the
         Indebtedness in the following order and priority:  ( I ) to The payment
         of all expenses of  advertising,  selling,  and conveying the Mortgaged
         Property or part thereof,  and/or  prosecuting or otherwise  collecting
         Rents,   proceeds,   premiums,   or  other  sums  including  reasonable
         attorneys'  fees end a reasonable fee or commission to Trustee,  not to
         exceed five percent of the proceeds thereof or sums so received; (2) to
         the remainder of die  Indebtedness as follows:  first, to the remaining
         accrued  but  unpaid  interest,  second,  to  the  matured  portion  of
         principal  of  the  Indebtedness,  and  third,  to  prepayment  of  the
         unmatured portion, if any, of principal of the indebtedness  applied to
         installments  of  principal in inverse  order of maturity;  and (3) the
         balance, if any and to the extent applicable,  remaining after the full
         and  final  payment  of  the  indebtedness  and  full  performance  and
         discharge  of the  Obligations  to the  holder  or  beneficiary  of any
         inferior liens covering the Mortgaged Property, if any, in order of the
         priority of such inferior

         liens  (Trustee  and  Beneficiary  shell  hereby  be  entitled  to rely
         exclusively  upon a commitment for title insurance  issued to determine
         such priority);  and (4) 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  Indebtedness  like any
         other payment.  The balance of the indebtedness  remaining  unpaid,  if
         any,  shall remain fully due and owing in accordance  with the terms of
         the Note or the other Loan Documents.
                  7.5 Abandonment of Sale. In the event a foreclosure  hereunder
         is commenced by Trustee in accordance with Subsection 7.1(d) hereof, at
         any time before the sale, Trustee may abandon the sale, and Beneficiary
         may then institute suit for the collection of the  Indebtedness 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  indebtedness  and for a foreclosure of The liens and
         security interests,  Beneficiary may, at any time before the entry of a
         final  judgment in said suit,  dismiss the same and require  Trustee to
         sell the Mortgaged  Property or any part thereof in accordance with the
         provisions of this Deed of Trust.
                  7.6  Payment  of Fees.  If the Note or any  other  part of the
         Indebtedness  shall be collected of if any of The obligations  shall be
         enforced by legal proceedings,  whether through a probate or bankruptcy
         court or otherwise,  or shall be placed in the hands of an attorney for
         collection after maturity,  whether matured by the expiation of time or
         by an option given to the Beneficiary to mature same, or if Beneficiary
         becomes a party to any suit where  this Deed of Trust or the  Mortgaged
         Property  or any  part  thereof  is  involved,  Grantor  agrees  to pay
         Beneficiary's  attorneys'  fees and  expenses  incurred,  and such fees
         shall be and become a part of the  Indebledness and shall bear interest
         from the date such costs are incurred al the Default Rate.
                  7.7      Miscellaneous.

                           (a) In  case  Beneficiary  shall  have  proceeded  to
                      invoke any right,  remedy, or recourse permitted under the
                      Loan Documents and shall  thereafter  elect to discontinue
                      or abandon same for any reason, Beneficiary shall have the
                      unqualified right so to do and, in such event, Grantor and
                      Beneficiary  shall be restored to their  former  positions
                      with respect to the Indebledness,  The Loan Documents, the
                      Mortgaged Property or otherwise, and the rights, remedies,
                      recourses and power of  Beneficiary  shall  continue as if
                      same had never been invoked.
                           (b) In  addition  to the  remedies  set forth in this
                      Article,  upon the occurrence of an Event of Default,  the
                      Beneficiary and Trustee shall, in addition, have all other
                      remedies available to them at law or in equity.
                           (c)  All   rights,   remedies,   and   recourses   of
                      Beneficiary  granted in the Note, this Deed of Trust,  the
                      other Loan Documents,  any other pledge of collateral,  or
                      otherwise  available  at  law  or  equity:  (i)  shall  be
                      cumulative and concurrent; (ii) may be pursued separately,
                      successively,   or  concurrently   against  Grantor,   the
                      Mortgaged  Property,  or any one or more of  them,  at the
                      sole discretion of Beneficiary;  (iii) may be exercised as
                      often as occasion therefor shall arise, it being agreed by
                      Grantor  that the  exercise or failure to exercise  any of
                      same shall in no event be construed as a waiver or release
                      thereof or of any other right,  remedy, or recourse;  (iv)
                      shall be  nonexclusive;  (v) shall not be conditioned upon
                      Beneficiary  exercising or pursuing any remedy in relation
                      to The Mortgaged  Property prior to  Beneficiary  bringing
                      suit  to  recover   the   Indebtedness   or  suit  on  the
                      Obligations;  and (vi) in the event Beneficiary  elects to
                      bring suit on the Indebtedness  and/or the Obligations and
                      obtains a judgment against Grantor prior to exercising any
                      remedies in relation to Mortgaged Property,  all liens and
                      security  interests,  including  the lien of this  Deed of
                      Trust,  shall  remain in full  force and effect and may be
                      exercised at Beneficiary's option.
                           (d)   Beneficiary   may   release,    regardless   of
                      consideration, any part of the Mortgaged Property without,
                      as to the  remainder,  in any  way  impairing,  affecting,
                      subordinating, or releasing the lien or security interests
                      evidenced  by  this  Deed  of  Trust  or  the  other  Loan
                      Documents or affecting the  obligations  of Grantor or any
                      other  party  to  pay  the  Indebtedness  or  perform  and
                      discharge   the   Obligations.    For   payment   of   the
                      Indebtedness,   Beneficiary  may  resort  to  any  of  the
                      collateral   therefor   in  such   order  and   manner  as
                      Beneficiary may elect. No collateral heretofore, herewith,
                      or  hereafter  taken by  Beneficiary  shall in any  manner
                      impair or affect the collateral given pursuant to the Loan
                      Documents,  and all collateral shall be taken, considered,
                      and held as cumulative.
                           (e) Grantor hereby  irrevocably  and  unconditionally
                      waives and releases: (i) all benefits that might accrue to
                      Grantor by virtue of any  present or future law  exempting
                      the Mortgaged  Property from  attachment,  levy or sale on
                      execution  or  providing  or  any  appraisement,  stay  of
                      execution,  exemption from civil process,  redemption,  or
                      extension  of time for  payment;  (ii) except as otherwise
                      provided herein, all notices of any Event of Default or of
                      Trustee's  exercise  of any  right,  remedy,  or  recourse
                      provided for under the Loan Documents; and (iii) any right
                      to a  marshaling  of assets or a sale in inverse  order of
                      alienation.
                           (f) Grantor and Beneficiary mutually agree that there
                      are no, nor shall there be any, implied  covenants of good
                      faith  and fair  dealing  or other  similar  covenants  or
                      agreements  in this  Deed of  Trust  and  the  other  loan
                      Documents.  All agreed contractual duties are set forth in
                      the Deed of Trust, the Note, and the other Loan Documents.
                           (g)    The remedies in this Article VII are available
                     under and governed by the real property laws of Texas.

         ARTICLE VIII - SPECIAL PROVISIONS

                  8.1 Condemnation  Proceeds.  Beneficiary  shall be entitled to
         receive  any and all sums,  in trust,  which may be awarded  and become
         payable to Grantor for  condemnation  of the Mortgaged  Property or any
         part thereof,  for public or quasi-public  use, or by virtue of private
         sale in lieu  thereof,  and any sums  which  may be  awarded  or become
         payable to Grantor for damages  caused by public works or  construction
         on or near the Mortgaged Property. All such sums are hereby assigned to
         Beneficiary,  and Grantor  shall,  upon request of  Beneficiary,  make,
         execute,  acknowledge,  and delivery any and all additional assignments
         and  documents  as may  be  necessary  from  time  to  time  to  enable
         Beneficiary to collect and receipt for any such sums. Beneficiary shall
         not be, under any  circumstances,  liable or responsible for failure to
         collect,  or exercise diligence in the collection of, any of such sums.
         Any sums received by Beneficiary as a result of  condemnation  shall be
         applied in Beneficiary's  discretion,  if economically feasible, to the
         restoration  of  the  Mortgaged  Property  or to  the  Indebtedness  in
         accordance with the provision of Section 7.4 hereof.
                  8.2 Insurance Proceeds.  The proceeds of any and all insurance
         upon the  Mortgaged  Property  (other than  proceeds of general  public
         liability insurance) shall he collected by Beneficiary,  and 8eneficiaq
         shall have the option in Beneficiary's reasonable discretion,  to apply
         any proceeds so collected  either to the  restoration  of The Mortgaged
         Property (but only if economically feasible),  in the amounts,  manner,
         method and pursuant to such  requirements  and documents as Beneficiary
         may require,  or to The  liquidation of The  Indebtedness in accordance
         with the provisions of Seclion.7.4 hereof.

                  8.3 Right to  Rebuild.  Subject to  compliance  with the terms
         hereof and  notwithstanding  the provisions in Section 8.2 hereof,  the
         insurance  proceeds will be made available to Grantor,  and Grantor may
         rebuild or restore the Mortgaged Property in the event of a casually so
         long as (i) in Beneficiary's reasonable judgment the Mortgaged Property
         can be rebuilt or restored in an economically  feasible manner and (ii)
         Grantor  provides to  Beneficiary a budget for the  restoration  of the
         Mortgaged  Property  which  budget  shall set  forth in such  detail as
         Beneficiary  requires the cost of the work, the projected  construction
         timetable  or  schedule,  end  the  source  of  funds  to pay  for  the
         restoration.  If the costs of rebuilding exceed the amount of insurance
         proceeds available to Beneficiary and Grantor, Grantor shall place into
         an account to be  controlled  by  Beneficiary  the amount of additional
         cash necessary to complete the  restoration of the Mortgaged  Property.
         Grantor shall (x) provide to 8eneficiary plans and  specifications  and
         all construction contracts to be used to rebuild the Mortgaged Property
         and (y) deposit  with  Beneficiary  all  additional  funds  necesary to
         complete the restoration.

                  8.4 Reserve for Tax  Impositions  and Insurance  Premiums.  At
         Beneficiary's  request,  Grantor shall create a find or reserve for the
         payment  of all  insurance  premiums  and Tax  Impositions  against  or
         affecting  the  Mortgaged  Property by paying to  Beneficiary,  in each
         calendar  month  (on the same day as the date of the  monthly  payments
         under the Note) prior to the  maturity of the Note,  a sum equal to the
         premiums  that  will  next  become  due and  payable  on the  insurance
         policies covering Grantor,  the Mortgaged  Property or any part thereof
         or  such  other  insurance  policies  required  hereby  or by the  Loan
         Documents,  plus Tax Impositions next due on the Mortgaged  Property or
         any part  thereof  as  estimated  by  Beneficiary,  less all sums  paid
         previously to Beneficiary therefore, divided by the number of months to
         elapse  before one month  prior to the date when each of such  premiums
         and  Tax  Impositions  will  become  due,  such  sums  to  be  held  by
         Beneficiary without interest to Grantor, unless interest is required by
         applicable  law,  for the  purposes  of paying  such  premiums  and Tax
         Impositions.   Any  excess   reserve   shall,   al  the  discretion  of
         Beneficiary,  be credited by Beneficiary on subsequent reserve payments
         or subsequent payments to be made on the Note by the maker thereof, and
         any deficiency shall be paid by Grantor to Beneficiary on or before the
         date when Beneficiary  demands such payment to be made, but in no event
         after the dale when such  premiums  and Tax  Impositions  shall  become
         delinquent.  In the event  there  exists a  deficiency  in such fund or
         reserve at any time when Tax Impositions or insurance  premiums are due
         and payable,  Beneficiary  may, but shall not be obligated to,  advance
         the amount of such  deficiency on behalf of Grantor and such amounts so
         advanced shall become a part of the Indebledness,  shall be immediately
         due and payable,  and shall bear  interest at the Default Rate from the
         date of such  advance  through  and  including  the date of  repayment.
         Transfer of legal title to the Mortgaged  Property shall  automatically
         transfer to the holder of legal  title to the  Mortgaged  Property  the
         interest of Grantor in all sums  deposited with  Beneficiary  under the
         provisions hereof or otherwise.
                  8.5 Indemnity.  If  Beneficiary Is made, a party  defendant to
         any litigation  concerning this Deed of Trust or The Mortgaged Properly
         or any Interest  Therein,  or The  occupancy  thereof by Grantor,  then
         Grantor shall indemnify, defend, and hold harmless Beneficiary from all
         liability,  claim, less, cost, or expense by reason of such litigation,
         Including without  limitation  attorneys' fees and expenses Incurred by
         Beneficiary In any such litigation,  whether or not any such litigation
         is  prosecuted to Judgment.  If  Beneficiary  brings an action  against
         Grantor  hereunder upon The occurrence of an Event of Default,  Grantor
         shall pay to Beneficiary,  Beneficiary's  attorneys' fees and expenses,
         and the right to such  attorneys,  fees and expenses shall be deemed to
         have  accrued  on  the  commencement  of  such  action,  and  shall  be
         enforceable  whether or not such action is prosecuted  to Judgment.  If
         Grantor  breaches  any term of this  Deed of  Trust  or if  Beneficiary
         believes it is  necessary or desirable to take any action to protect or
         enforce the lien or security  interest  hereby created in the Mortgagee
         Property  or the  covenants  herein  or in the  other  Loan  Documents,
         Beneficiary  may employ an attorney or  attorneys to protect its rights
         hereunder and thereunder, and In the event of such employment,  Grantor
         shall pay  Beneficiary  the  attorneys'  fees and expenses  incurred by
         Beneficiary,  whether or not an action is  actually  commenced  against
         Grantor by reason of such breach and including,  without limitation,  a
         judicial foreclosure action or a foreclosure proceeding pursuant to the
         power of sale provided herein.
                  8.6  Subrogation.  Grantor  waives any and all right to claim,
         recover, or subrogation against Beneficiary or its officers, directors,
         employees,  agents, attorneys, or representatives for loss or damage to
         Grantor, the Mortgaged Property,  Grantor's property or the property of
         others  under  Grantor's  control  from any cause  insured  against  or
         required to be insured against by the provisions of the Loan Documents.

                  8.7 Waiver of Setoff.  The Indebtedness,  or any part thereof,
         shall be paid by Grantor without notice,  demand counterclaim,  setoff,
         deduction,  or defense and without  abatement,  suspension,  deferment,
         diminution,  or reduction by reason of: (i) any damage to,  destruction
         of, or any  condemnation  or similar taking of the Mortgaged  Property:
         (ii) any restriction or prevention of or  interference  with any use of
         the Mortgaged  Property;  (iii) any title defect or  encumbrance or any
         eviction  from The Mortgaged  Property by superior  title or otherwise;
         (iv)   any   bankruptcy,   insolvency,   reorganization,   composition,
         adjustment, dissolution, liquidation, or other like proceeding relating
         to Trustee,  Beneficiary,  or Grantor, or any action taken with respect
         to this Deed of Trust by any  trustee or  receiver  of  Beneficiary  or
         Grantor,  or by any court,  any such  proceeding;  (v) any claim  which
         Grantor has or might have against Trustee or  Beneficiary;  or (vi) any
         other  occurrence  whatsoever,  whether  similar or  dissimilar  to the
         foregoing, whether or not Grantor shall have notice or knowledge of any
         of the foregoing.  Except as expressly provided herein,  Grantor waives
         all rights now or  hereafter  conferred  by statute or otherwise to any
         abatement.  suspension,  deferment,  diminution,  or  reduction  of the
         Indebtedness.

                  8.8 Setoff. Beneficiary shall be entitled to exercise both The
         rights of setoff and banker's lien, if applicable, against the interest
         of  Grantor  in and to each and every  account  and other  property  of
         Grantor which are in the  possession of  Beneficiary to the full extent
         that Grantor is liable for the outstanding balance of the Indebtedness,
         as provided in all of the Loan Documents.

                  8.9  Consent  to  Disposition.  It is  expressly  agreed  that
         Beneficiary may predicate  Beneficiary's  decision to grant or withhold
         consent to a Disposition  on such teems and  conditions as  Beneficiary
         may  require,  in  Beneficiary'  sole  discretion,   including  without
         limitation (i)) consideration of the  creditworthiness  of the party to
         whom such  Disposition  will be made and its  management  ability  with
         respect to the Mortgaged  Property,  (ii)  consideration of whether the
         security for  repayment of the  Indebtedness  and the  performance  and
         discharge of the 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  Disposition,  (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  expense  incurred by
         Beneficiary  in  investigating  the   creditworthiness  and  management
         ability  of the  party  to whom  such  Disposition  will be made and in
         determining  whether  Beneficiary"  security  will be  impaired  by the
         proposed  Disposition,  (v) payment to Beneficiary of a transfer fee to
         cover the cost of  documenting  the  Disposition  in its records,  (vi)
         payment of Beneficiary's  reasonable attorneys' fees in connection with
         such  Disposition,  (vii) the  express  assumption  of  payment  of the
         Indebtedness  and  performance  and discharge of the Obligations by the
         party  to whom  such  Disposition  will be made  (with or  without  the
         release  of  Grantor  from   liability   for  such   Indebtedness   and
         Obligations),   (viii)   the   execution   of   assumption   agreement,
         modification  agreements,  supplemental  loan documents,  and financing
         statements, satisfactory in form and substance to Beneficiary, and (ix)
         endorsements  to the  extent  available  under  applicable  law) to any
         existing  mortgagee title  insurance  policies  insuring  Beneficiary's
         liens and security  interests covering the Mortgaged  Property.  In the
         event  Beneficiary  approves  a  Disposition  for which the  consult of
         Beneficiary  is  required,  all  references  to Grantor in this Deed of
         Trust  or to the  Borrower  in  the  Loan  Agreement  shall  no  longer
         reference any  subsequently  occurring act,  condition or status of the
         original Grantor or Borrower,  but shall instead refer to the permitted
         transferee.

                  8.10 Consent to Subordinate  Mortgage. In the event of consent
         by  Beneficiary  to the granting of a Subordinate  Mortgage,  or in the
         event  the  above   described  right  of  Beneficiary  to  declare  the
         Indebtedness  to be immediately  due end payable upon the granting of a
         Subordinate  Mortgage  without the prior written consent of Beneficiary
         is determined by a court of competent  jurisdiction to be unenforceable
         under the provisions of any applicable IDW, Grantor will not execute or
         deliver any  Subordinate  Mortgage  unless (i) it shall contain express
         covenants  to the effect (a) that the  Subordinate  Mortgage  is in all
         respects  unconditionally  subject  and  subordinate  to the  lien  and
         security  interest  evidenced  by this  Deed of Trust and each term and
         provision  hereof;  (b)  that if any  action  or  proceeding  shall  be
         instituted to foreclose the Subordinate Mortgage (regardless of whether
         the  same  is  judicial  proceeding  or  pursuant  to a  power  of sale
         contained  therein),  no tenant of any ponion of the Mortgaged Property
         will be named as a party  defendant,  nor will any action be taken with
         respect to the Mortgaged  Property which would  terminate any occupancy
         or tenancy of the Mortgaged  Property without the prior written consent
         of Beneficiary;  (C) that the rents and profits, if collected through a
         receiver or by the holder of The Subordinate Mortgage, shall be applied
         first to the Indebtedness,  next to the payment of the Impositions, and
         then to the performance and discharge of the Obligations;  and (d) that
         if  any  action  or  proceeding  shall  be  brought  to  foreclose  the
         Subordinate  Mortgage  (regardless  of  whether  The same is a judicial
         proceeding or pursuant to a power of sale contained  therein),  written
         notice  of the  commencement  thereof  will  be  given  to  Beneficiary
         contemporaneously  with the  commencement of such action or proceeding;
         and (ii) a copy thereof shall have been  delivered to  Beneficiary  not
         less  than ten ( 10) days  prior to the date of the  execution  of such
         Subordinate Mortgage.

                  8.11 Contest of Certain Claims. Notwithstanding The provisions
         of Sections  4.3, 4.5 or 4.12 hereof,  Grantor  shall not be in Default
         for failure to satisfy any Legal Requirement or to pay or discharge any
         Imposition  or mechanic's or  materialman's  lien asserted  against The
         Mortgaged  Property if, and so long as, (a) Grantor shall have notified
         Beneficiary  of  same  within  five  (5)  days of  obtaining  knowledge
         thereof;  (b) Grantor  shall  diligently  and in good faith contest the
         same by appropriate  legal  proceedings  which shall operate to prevent
         the enforcement or collection of the same and the sale of the Mortgaged
         Property or any part  thereof,  to satisfy the same;  (c) Grantor shall
         have  furnished to  Beneficiary  a cash deposit,  or an indemnity  bond
         satisfactory to Beneficiary with a surety  satisfactory to Beneficiary,
         in the amount of the  Imposition or mechanic's  or  materialman's  lien
         claim, or with respect to a Legal Requirement,  an amount determined by
         Beneficiary  in its sole and  absolute  discretion,  plus a  reasonable
         additional  sum to pay all costs,  interest end  penalties  that may be
         imposed or  incurred  in  connection  therewith,  to assure  payment or
         performance  of The  mailers  under  contest and to prevent any sale or
         forfeiture of the Mortgaged  property or any part thereof,  (d) Grantor
         shall promptly upon final determination  thereof satisfy any such Legal
         Requirement  or pay the  amount  of any  such  Imposition  or  claim so
         determined,  together with all costs,  interest and Penalties which may
         be payable in connection therewith; (e) The failure to satisfy any such
         Legal  Requirement or pay the Imposition or mechanic's or materialman's
         lien  claim  does not  constitute  a  deferral  under any other deed of
         trust,  mortgage or security interest covering or affecting any part of
         The Mortgaged Property; and (f) notwithstanding the foregoing,  Grantor
         shall  immediately  upon  request  of  Beneficiary  satisfy  such Legal
         Requirement (and if Grantor shall fails so, to do, Beneficiary may, but
         shall not be required to,  satisfy or cause to be  satisfied,  any such
         Legal  Requirement)  or  pay  (and  if  Grantor  shall  fail  so to do,
         Beneficiary  may,  but shall  not be  required  to,  pay or cause to be
         discharged   or  bonded   against)  any  such   Imposition   or  claim,
         notwithstanding   such  contest,   if  in  the  reasonable  opinion  of
         Beneficiary the Mortgaged Property shall be in jeopardy or in danger of
         being  forfeited or foreclosed.  Beneficiary may pay over any such cash
         deposit or part thereof to the claimant  entitled  thereto when a final
         judgment is entered  against the Grantor or the  Mortgaged  Property or
         claimant  commences   foreclosure   proceedings  with  respect  to  the
         Mortgaged Property.

         ARTICLE IX - ASSIGNMENT OF LEASES AND RENTS

                  9.1  Assignment.  For Ten  Dollars($10.00)  and other good and
         valuable  consideration,  including the  indebtedness  evidenced by the
         Note, the receipt and sufficiency of which are hereby  acknowledged and
         confessed,   Grantor  has  ASSIGNED,   GRANTED,  BARGAINED,  SOLD,  and
         CONVEYED,  and by These presents does ASSIGN,  GRANT, BARGAIN, SELL and
         CONVEY unto  Beneficiary  the Leases and the Rents  subject only to the
         Permitted  Exceptions   applicable  thereto  and  The  License  (herein
         defined) to be applied by  Beneficiary  in payment of the  Indebtedness
         and the performance and discharge the Obligations;  TO HAVE AND TO HOLD
         The Leases and the Rents unto  Beneficiary,  forever,  and Grantor does
         hereby bind itself, its successors,  and assigns to warrant and forever
         defend the title to the Leases and the Rents unto  Beneficiary  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 The  Indebledness as and when same shall become due and payable
         and shall perform and discharge or cause to be performed and discharged
         the  obligations  on or before  the date same are to be  performed  and
         discharged,  then this assignment  shall terminate and be of no further
         force and  effect,  and all  rights,  titles,  and  interests  conveyed
         pursuant to this assignment  shall become vested in Grantor without the
         necessity of any further act or  requirement  by Grantor,  Trustee,  or
         Beneficiary.  Notwithstanding any provision of the Deed of Trust or any
         other Loan  Document  which might be  construed  to the  contrary,  the
         assignment and not merely a security interest.

                  9.2 Limited  License.  Beneficiary  hereby grants to Grantor a
         limited  license  (the  "License")  for so long as there is no Event of
         Default,  nonexclusive  with The  rights  of  Beneficiary  reserved  in
         Section 9.4 hereof,  to exercise and enjoy all incidences of The status
         of a lessor of the Leases and the Rents,  including without limitation,
         the right to collect,  demand,  sue for,  attach,  levy,  recover,  and
         receive  the  Rents,  and  to  give  proper  receipts,   releases,  and
         acquittances  therefor.  Grantor hereby agrees to receive all Rents and
         hold the same as a trust fund to be applied,  and to apply the Rents so
         collected,  first to the payment of the Indebtedness  then due, next to
         the payment of the Impositions then due and then to the performance and
         discharge of the Obligations then due. Thereafter,  Grantor may use the
         balance of the Rent collected in any manner not  inconsistent  with the
         Loan Documents.

                  9.3  Enforcement  of  Leases.  So  long as the  License  is in
         effect,  Grantor shall (i) submit any and all proposed Leases utilizing
         other  than the  form  approved  by  Beneficiary  pursuant  to the Loan
         Agreement  (including  the  master  lease  and  sublease  utilized  for
         temporary executive apartment leases to) Beneficiary for approval prior
         to the execution  thereof,  which  approval  shall not be  unreasonably
         withheld or delayed,  (ii) duly and punctually  perform and comply with
         any and all  representations,  warranties,  covenants,  and  agreements
         expressed  as binding  upon the lessor under any Lease except as may be
         limited by Grantor's  ordinary course of business,  (iii) maintain each
         of the Leases in full force and effect  during the term  thereof,  (iv)
         appear in and defend any action or proceeding  in any manner  connected
         with any of the Leases, (v) deliver to Beneficiary copies of all Leases
         if and as requested  by  Beneficiary,  and (vi) deliver to  Beneficiary
         such further  information,  and execute and deliver to Beneficiary such
         further  assurances  and  assignments,  with  respect  to the Leases as
         Beneficiary  may  from  time  to  time  reasonably   request.   Without
         Beneficiary's  prior  written  consent,  which  approval  shall  not be
         unreasonably withheld or delayed, Grantor shall not (i) do or knowingly
         permit to be done  anything  to impair the value of any of the  Leases,
         (ii) except for security or similar  deposits,  collect any of the Rent
         more than one month in  advance of the time when the same  becomes  due
         under the terms of any Lease, (iii) discount any future accruing Rents,
         (iv)  amend,  modify,  or  terminate  any of the  Leases  except in the
         ordinary course of business, or (v) assign or grant a security interest
         in or to the License or any of the Leases  and/or  Rents.  Non-material
         modifications  In  existing  leases  need not be approved in advance by
         Beneficiary.

                  9.4  No  Merger  of  Estates.  So  long  as  any  part  of the
         Indebtedness  and the  Obligations  secured  hereby  remain  unpaid and
         unperformed  or  undischarged,  the fee and  leasehold  estates  to The
         Mortgaged Property shall not merge but rather shall remain separate and
         distinct,  notwithstanding  The  union  of  such s  either  in  Grantor
         Beneficiary, any lessee, or any third party purchaser or otherwise.

                  9.5  Grantor's  Indemnities.  So  long  as the  License  is in
         effect,  Grantor  shall  Indemnify and hold  harmless  Beneficiary  and
         Trustee from and against any and all liability,  loss, cost, damage, or
         expense  which  Beneficiary  may  incur  under  or by  reason  of  this
         assignment  except as a result of  Beneficiary's  gross  negligence  or
         recklessness,  or for any action taken by  Beneficiary  and/or  Trustee
         hereunder,  or by reason of or In  defense  of any and all  claims  and
         demands  whatsoever  which may be asserted against  Beneficiary  and/or
         Trustee  arising out of The Leases or with respect to the Rents. In the
         event Beneficiary and/or Trustee incurs any such liability, loss, cost,
         damage,  or expense,  the amount  thereof  together with all reasonable
         attorneys'  fees and  interest  thereon  at the  Default  Rate shall be
         payable by Grantor to Beneficiary and/or Trustee  immediately,  without
         demand,  and shall be  deemed a part of The  Indebtedness  and  secured
         under Article ll hereof.

         ARTICLE X - SECURITY AGREEMENT

                  10.1  Security  Interest.  This  Deed of  Trust  (a)  shall be
         construed  as a deed of  trust on real  property,  and (b)  shall  also
         constitute  and serve as a "Security  Agreement"  on personal  property
         within the  meaning  of, and shall  constitute  until the grant of this
         Deed of Trust shall terminate as provided in Article ll hereof, a first
         and prior security  interest  under the Code as to property  within the
         scope thereof and in the state, where the Mortgaged Property is located
         with respect to the Personalty,  Fixtures, Contracts, Leases and Rents.
         To  this  end,  Grantor  has  GRANTED  BARGAINED,  CONVEYED,  ASSIGNED,
         TRANSFERRED,  and SET OVER,  and by these  presents does GRANT BARGAIN,
         CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary,  a
         first and prior security interest and all of Grantor's right, title and
         interest in, to, under and with  respect to the  Personalty,  Fixtures,
         Contracts  Leases,  and Rents to secure the full and timely  payment of
         the indebtedness  and the full and timely  performance and discharge of
         the obligations. It is the intent of Grantor,  Beneficiary, and Trustee
         that this Deed of Trust  encumber all Leases and Rents,  that all items
         contained in the  definition of "Leases" and "Rents" which are included
         within  the Code be covered by the  security  interest  granted in This
         Article X, and that all items  contained in the  definition of "Leases"
         and  "Rents"  which  are  excluded  from  the  Code be  covered  by the
         provisions of Article ll and Article IX hereof.

                  10.2   Financing   Statements.   Grantor  hereby  agrees  with
         Beneficiary  to  execute  and  deliver  to  Beneficiary,  in  form  and
         substance  satisfactory to Beneficiary,  such "Financing Statement" and
         such  further  assurances  as  Beneficiary  may,  from  time  to  time,
         reasonably  consider  necessary  to  create,   perfect,   and  preserve
         Beneficiary's  security  interest herein  granted,  and 8eneficiary may
         cause such  statements and assurances to be recorded and filed, at such
         times and places as may be required or  permitted  by law to so create,
         perfect, and preserve such security interest.

                  10.3 Fixture Filing.  This Deed of Trust shall also constitute
         a "fixture  filing" for the  purposes  of the Code.  All or part of The
         Mortgaged   Property  are  or  are  to  become  fixtures;   information
         concerning  the security  interest  herein granted may be obtained from
         the  parties  at the  address  of the  parties  set forth  herein.  For
         purposes of the security interest herein granted, the address of debtor
         (Grantor) is set forth in the first paragraph of this Deed of Trust and
         the address of the secured party  (Beneficiary) is set forth in Article
         I hereof.

         ARTICLE Xl - CONCERNING THE TRUSTEE

                  11.1 No Required Action. 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.

                  11.2.  Certain  Rights.  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 of  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 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 Mortgaged Property for debts
         contracted  for or liability or damages  incurred in the  management or
         operation of the  Mortgaged  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  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 save Trustee harmless
         against,  any and all liability  and expenses  which may be incurred by
         Trustee in the performance of Trustee's duties.
                  11.3 Retention of Money. All monies 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.

                  11.4 Successor  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  successor  in this  trust,  shall do  lawfully by virtue
         hereof.  If multiple  substitute  Trustees are appointed,  each of such
         multiple  substitute  Trustees shall be empowered and authorized to act
         alone  without  the  necessity  of the  joiner  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.

                  11.5 Perfection of Appointment.  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  such  estates,  rights,  powers,  and duties,  then,  upon
         request by The Trustee or substitute  Trustee,  any and all such deeds,
         conveyance and instruments shall be made, executed,  acknowledged,  and
         delivered and shall be caused to be recorded and/or filed by Grantor.

                  11.6 Succession Instruments.  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.

                  11.7 No Representation by Trustee or Beneficiary. By accepting
         or approving anything required to be observed,  performed, or fulfilled
         or to  be  given  to  Trustee  or  Beneficiary  pursuant  to  the  Loan
         Documents,  including without  limitation,  any officer's  certificate,
         balance  sheet,  statement  of  profit  and  loss  or  other  financial
         statement,  survey, appraisal, or insurance policy, neither Trustee nor
         Beneficiary  shall  be  deemed  to have  warranted,  consented  to,  or
         affirmed the sufficiency,  legality,  effectiveness, or legal effect of
         the same, or of any term,  provision,  or condition  thereof,  and such
         acceptance or approval  thereof shall not be or constitute any warranty
         or affirmation with respect thereto by Trustee or Beneficiary.

         ARTICLE Xll - MISCELLANEOUS

                  12.1  Release.   If  the  Indebtedness  is  paid  in  full  in
         accordance  with the  terms of this Deed of  Trust,  the Note,  and the
         other Loan Documents,  and if Grantor shall well and truly perform each
         and  every  of  the  Obligations  to be  performed  and  discharged  in
         accordance with the teems of this Deed of Trust, the Note and the other
         Loan Documents,  then this conveyance shall income null and void and be
         released 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.

                  12.2 Performance at Grantor's  Expense.  Grantor shall (i) pay
         all  legal  fees  incurred  by  Beneficiary  in  connection   with  the
         preparation of the Loan Documents  (including any amendments thereto or
         consents,  releases,  or waivers  granted  thereunder);  (ii) reimburse
         Beneficiary,  promptly upon demand, for all amounts expended, advanced,
         or incurred by  Beneficiary  to satisfy any obligation of Grantor under
         the Loan  Documents,  which  amounts  shall  include  all court  costs,
         attorneys' fees (including,  without limitation,  for trial, appeal, or
         other  proceedings),   fees  of  auditors  and  accountants  and  other
         investigation expenses reasonably incurred by Beneficiary in connection
         with any such marten; and (iii) any and all other costs and expenses of
         performing or complying with any and all of the obligations.  Except to
         the extent that costs and expenses are included  within the  definition
         "Indebtedness,"  the  payment of such costs and  expenses  shall not be
         credited,  in any way and to any extent,  against any installment on or
         portion of the  indebtedness  recovery of the fullest amount  otherwise
         called for

         hereunder  or  thereunder.  All  sums  paid  or  agreed  to be  paid to
         Beneficiary for the use, forbearance,  or detention of the Indebtedness
         shall,  to the  extent  permitted  by  applicable  law,  be  amortized,
         prorated,  allocated, and spread throughout the full stated term of the
         Indebtedness  until  payment  in full so that  the  rate or  amount  of
         interest on account of the  Indebtedness  until payment in full so that
         the rate or amount of interest on account of the Indebtedness  does not
         exceed  the  Maximum  Lawful  Rate  from  time to time  in  effect  and
         applicable  to the  Indebtedness  for so  long as the  Indebtedness  is
         outstanding.  In no event shall the  provisions of Article 5069, ch. 15
         of the  Revised  Civil  Statutes  of  Texas  (which  regulated  certain
         revolving credit loan accounts and revolving  triparty  accounts) apply
         to the loan  evidenced by the Loan  Documents  and/or  secured  hereby.
         Notwithstanding  anything to the contrary contained herein or at any of
         the other loan  Documents,  it is not the  intention of Trustee  and/or
         Beneficiary  to  accelerate  the maturity of any interest  that has not
         accrued  at the  time  of  such  acceleration  or to  collect  unearned
         interest at the time of such acceleration.

                  12.12  Subrogation.  If any or all of the proceeds of the Note
         have  been  used  to  extinguish,  extend  or  renew  any  indebtedness
         heretofore existing against the Mortgaged Property, then, to the extent
         of such funds so used,  Beneficiary  shall be  subrogated to all of the
         rights,  claims,  liens,  titles.  and interests  existing  against the
         Mortgaged  Property  heretofore  held by, or in favor of, the holder of
         such indebtedness and such former rights,  claims,  liens,  titles, and
         interests,  if any,  are not waived but  rather are  continued  in full
         force and effect in favor of Beneficiary  and are tner6ed with the lien
         and security  interest  created  herein as cumulative  security for the
         repayment of the  Indebtedness and the performance and discharge of the
         obligations.

                  12.13  Rights  Cumulate.  Beneficiary  shall have all  rights,
         remedies,  and recourses granted in the Loan Documents and available at
         law or in equity (including,  without limitation,  those granted by the
         Code and applicable to the Mortgaged  property or any portion thereof),
         and the  same (i)  shall  be  cumulative  and  concurrent,  (ii) may be
         pursued separately,  successively,  or concurrently  against Grantor or
         others  obligated for the  Indebtedness or any part then of, or against
         any one or more of them. or against the Mortgaged Property,  at the sob
         discretion of Beneficiary,  (iii) may be exercised as often as occasion
         therefor  shall  arise,  it being  agreed by Grantor  that the exercise
         discontinuance  of the  exercise of or failure to  exercise  any of the
         same shall in no event be construed  as a waiver o; release  thereof or
         of any other right,  remedy, or recourse,  and (iv) are intended to be,
         and shall be,  nonexclusive.  All rights and  remedies  of  Beneficiary
         hereunder and under the other Loan Documents shall extend to any period
         after the initiation of foreclosure proceedings, judicial or otherwise,
         with respect to the Mortgaged Property.

                  12.14  Payments.  Remittances  in  payment  of any part of the
         Indebtedness  other than in the  required  amount in funds  immediately
         available at The place where The Note is payable shall not,  regardless
         of any receipt or credit issued therefor,  constitute payment until the
         required   amount  is  actually   received  by   Beneficiary  in  funds
         immediately  available  at the place where the Note is payable (or such
         other place as Beneficiary,  in 8enefciuy's sole  discretion,  may have
         established  by  delivery  of  written  notice  thereof  to  Grantor in
         accordance with the provisions of Section 12.5 hereof and shall be made
         and accepted  subject to the  condition  that any check or draft may be
         handled  for  collection  in  accordance   with  the  practice  of  the
         collecting  bank or banks.  Acceptance by Beneficiary of any payment in
         an amount less than the amount  then due shall be deemed an  acceptance
         on account  only,  and the  failure to pay the entire  amount  then due
         shall h and continue to be an Event of Default.

                  12.15 Exceptions to Covenants. Grantor stroll not be deemed to
         be  permitted  to take any  action or to fail to lake any  action  with
         respect to any particular  covenant or condition contained herein or in
         any of the Loan  Documents if The action or omission  would result:  in
         The breach of any other  covenant or condition  contained  herein or in
         any of the Loan  Documents  which has not been  specifically  waived or
         consented to by  Beneficiary,  nor shall  Beneficiary be deemed to have
         consented to any such act or omission if the same would  provide  cause
         for  acceleration of the  Indebtedness as a result of the breech of any
         other  covenant  or  condition  contained  herein or in any of the Loan
         Documents  which has not been  specifically  waived or  consented to by
         Beneficiary.

                  12.16 Reliance.  Grantor  recognizes and acknowledges  That in
         entering into the loan transaction  evidenced by the Loan Documents and
         accepting  this Deed of Trust,  Beneficiary  is expressly and primarily
         relying  on The truth and  accuracy  of the  foregoing  warranties  and
         representations  set forth in Article lIl hereof without any obligation
         to  investigate  the  Mortgaged   Property  and   Notwithstanding   any
         investigation  of The  Mortgaged  Property  by  Beneficiary;  that such
         reliance  exists on the part of  Beneficiary  prior  hereto;  that such
         warranties and representations are a material inducement to Beneficiary
         in making the loan  evidenced by the Loan  Documents  and  accepting of
         this Deed of Trust; and that  Beneficiary  would not be willing to make
         the loan  evidenced by the Loan Documents and accept this Deed of Trust
         in The absence of any of such warranties and representations.

                  12.17 Change of Security.  Any part of the Mortgaged  Property
         may be released, regardless of consideration,  by Beneficiary from time
         to time without impairing,  subordinating,  or affecting in any way the
         lien, security interest, and other rights hereof against the remainder.
         The lien, security interest,  and other rights granted hereby shall not
         be  affected  by any  other  security  taken  for the  Indebtedness  or
         Obligations,  or any part thereof. The taking of additional collateral,
         or  the  amendment,   extension,   renewal,  or  rearrangement  of  the
         Indebtedness or Obligations,  or any part Thereof, shall not release or
         impair the lien, security interest, and other rights granted hereby, or
         affect The  liability of any endorser or guarantor or improve the right
         of any  junior  lienholder;  and  this  Deed of  Trust,  as well as any
         instrument  given to  secure  any  amendment,  extension,  renewal,  or
         rearrangement of the Indebtedness or Obligations,  or any part thereof,
         shall  be and  remain a first  and  prior  lien,  except  as  otherwise
         provided  herein,  on all  of  the  Mortgaged  Property  not  expressly
         released until the  Indebtedness  is fully paid and the Obligations are
         fully performed and discharged.

                  12.18   Headings.   The  Article,   Section,   and  Subsection
         entitlements  hereof are inserted for convenience of reference only and
         shall in no way alter,  modify, or define, or be used In construing The
         text of such Articles, Sections
         or Subsections.

                  12.19 Renewal and Extension of Prior Liens.  The  indebtedness
         evidenced by the Note is incurred  partially  in extension  and renewal
         (and not extinguishment) of the remaining unpaid  indebtedness  secured
         by the following  security  documents u d all of the liens and security
         interests of such security  documents are hereby extended,  renewed and
         carried  forward for the benefit of Beneficiary as additional  security
         for  the  payment  of  the  Indebtedness  and  the  performance  of the
         Obligations:

     (a)  Deed of Trust dated August 11, 1989,  from Nick Nugent Inc. to William
          F. Pennchaker Trustee, for the benefit of H. A. de Compiegne, Trustee,
          recorded  in Volume  682,  Page 164,  Deed of Trust  Records,  Midland
          County, Texas.
     (b)  Deed of Trust  Extension  dated September 20, 1990 by end between Nick
          Nugent, Inc. and H. A. de Compiegne,  Jr., Trustee, recorded in Volume
          710, Page 18 of the Deed of Trust Records of Midland County Texas.
     (c)  Assumption  and  Extension  dated  October 2, 1995 by and  between IFM
          Investments,  Inc.  et al.  and 11.  A. de  Compiegne,  Jr.,  Trustee,
          recorded in Volume 1347,  Page 157 of the Official  Records of Midland
          County, Texas.
     (d)  Deed of Trust  Extension  dared  December  1 1995 by and  between  IFM
          Investments,  Inc.  et al.  and H.  A.  de  Compiegne,  Jr.,  Trustee,
          recorded  in Volume 1347 Page 157 of the  Official  Records of Midland
          County, Texas.
     (e)  Third  Extension  Agreement  dated February 5, 1996 by and between IFM
          Investments,  Inc.  et al.  and H.  A.  de  Compiegne,  Jr.,  Trustee,
          recorded in Volume 1357,  Page 129 of the Official  Records of Midland
          County, Texas.
     (f)  Fourth  Extension  Agreement  dated  March 29, 1996 by and between IFM
          Investments,  Inc.,  et al.  and H. A.  de  Compiegne,  Jr.,  Trustee,
          recorded in Volume 1369,  Page 40 of the  Official  Records of Midland
          County, Texas.
     (g)  Fifth  Extension  Agreement  dated  March 29,  1996 by and between IFM
          Investments,  Inc.  et al.  and H.  A.  de  Compiegne,  Jr.,  Trustee,
          recorded in Volume 1369,  Page 40 of the  Official  Records of Midland
          County Texas.
     (h)  Sixth  Extension  Agreement  dated  August 27, 1996 by and between IFM
          Investments,  Inc.,  et al.  and H. A.  de  Compiegne,  Jr.,  Trustee,
          recorded in Volume 1405,  Page 130 of the Official  Records of Midland
          County, Texas.
                  12.20 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 Agreement
         and the Loan  Documents  may be amended or waived only by an instrument
         in writing signed by the Grantor and Beneficiary.

                  EXECUTED as of the date first above written.

                                                   GRANTOR:

                                                   IFM INVESTMENTS, INC.

                                                   By: /s/ Richard Michael
                                                   Printed Name: Richard Michael
                                                   Title: Agent & Attorney

                  THE STATE OF TEXAS

                  COUNTY OF MIDLAND
     The  foregoing  instrument  was  ACKNOWLEDGED  before  me this  27th day of
September,  1996,  by /s/  Richard  Michael,  Agent & Attorney  of Fact.  of IFM
INVESTMENTS, INC., a Texas corporation, on behalf of said corporation.

                  List of Attachments:

                  Exhibit  "A"  -  Land  Description  Exhibit  "B"  -  Permitted
                  Exceptions PREPARED IN THE LAW OFFICE OF:

                  KERR & WARD, L.L. P.
                  500 W. Texas, Suite 1310
                  Midland, Texas 79701
                  (William M. Kerr, Jr.)

                  AFTER RECORDING RETURN TO:

                  KERR & WARD, L.L.P.

     EXHIBIT "A"

     Land Description

     BEING LOT TWO (2), BLOCK ONE (1),  CORPORATE PLAZA, an addition to the City
     of Midland,  Midland County, Texas, according to the map or plat thereof of
     record in Cabinet D, Page 65, Plat Records of Midland County, Texas

     EXHIBIT "B"

      Land Descriptions

     1.   Save and Except:  All oil,  gas. and other  minerals in, on, under and
          that may be produced from said land and the rights of owners  incident
          thereto,  as reserved in Deed from John  Campbell,  Trustee to Jack B.
          Hopper,  et ux dated  January 22, 1980,  recorded in Volume 673,  Page
          682, Deed Records of Midland County, Texas.

     2.   Easement  from Paul R Thorpe to TESCO,  dated August 25, 1982 recorded
          in Volume 764, Page 197, Deed Records of Midland County, Texas.

     3.   Utility Easement from Paul Thorpe to the City of Midland,  dated April
          22,1983  recorded in Volume  780,  Page 146,  Deed  Records of Midland
          County, Texas.

     4.   Utility Easement from Paul Thorpe to the City of Midland, dated August
          2,  1983,  recorded  in Volume 794 Page 392,  Deed  Records of Midland
          County, Texas.

     5.   Building  setback,  as per plat of record in Cabinet D, Page 65,  Plat
          Records of Midland County, Texas.

     6.   Channel Easement from R O. Brooks, et al to the State of Texas,  dated
          January 7, 1944,  recorded in Volume 77, Page 497 of the Deed  Records
          of Midland County, Texas.

         TO BE FILED IN TIIE UNIFORM COMMERCIAL CODE RECORDS OF

          THE SECRETARY OF THE STATE OF TEXAS

FINANCING STATEMENT
     This  instrument  is  prepared  as,  and is  intended  to be,  a  Financing
     Statement,  complying with the formal requisites therefor,  as set forth in
     the Texas  Business and Commerce  Code,  Article 9 (also known as the Texas
     Uniform Commercial Code Secured Transactions),  and, in particular, Section
     9.402 thereof.

                  1.       The name and address of the debtor ("Debtor") are:

                           IFM Investments, Inc.
                           225 Corporate Drive
                           Midland, Midland County, Texas 79705O (D ~

                  2.       The namo and address of the secured party
                           ("Secured Party") are:
                           Midland American Dank
                           401 W. Texas
                           Midland, Midland County, Texas 79701
                           Attention: John E. Grist

                  3.       This Financing Statement coven the following types of
                           collateral ("Collateral"):

                           The items  described  in the  Schedule of  Collateral
                           attached hereto and incorporated  herein by reference
                           for all  purposes,  as the  same  relate  to the land
                           described  in "Exhibit  "A"  attached  hereto and the
                           improvements  thereon of thereto  (collectively,  the
                           "Mortgaged Property").

                  4.       Proceeds of the Collateral are also covered.

                           DATED as of the 27th day of September, 1996.

                                                     SIGNATURE OF DEBTOR:

                                                     IFM INVESTMENTS, INC.

                                                   By: /S/Richard Michael
                                                   Printed Name: Richard Michael
                                                   Title: Agent & Attorney

                                                     SIGNATURE OF SECURED PARTY:

                                                     MIDLAND AMERICAN BANK

                                                    By: /S/Karl J. Reiter
                                                    Printed Name: Karl J. Reiter
                                                    Title:  Vice President

         When filed, return to:
         William M. Kerr, Jr.
         Kerr & Ward, L.L.P.
         500 W. Texas, Suite 1310
         Midland, Texas 79701

                  1. Contracts:  All of the right, title, and interest of Debtor
         in, to, and under any and all (i)  contracts for the purchase of all or
         any portion of the Mortgaged  Property,  whether such Contracts are now
         or at any time hereafter  existing,  including but without  limitation,
         any and all earnest money or other deposits  escrowed or to be escrowed
         or letters of credit provided or to be provided by the purchasers under
         the Contracts, including all amendments and supplements to and renewals
         and extensions of the Contracts at any time made, and together with all
         payments, earnings, income, and profits arising from sale of all or any
         portion of the  Mortgaged  Property or from the Contracts and all other
         sums due or to become due under and pursuant  thereto and together with
         any and all  earnest  money,  security,  letters  of  credit  or  other
         deposits under any of (he Contracts; (ii) contracts, licenses, permits,
         and rights relating to living unit  equivalents for water,  wastewater,
         and other utility services whether  executed,  granted,  or issued by a
         private  person or  entity,  or a  governmental  or  quasi-governmental
         agency, which are directly or indirectly related to, or connected with,
         the  development  of the Mortgaged  Property,  whether such  contracts,
         licenses,  and  permits  are now or at any  time  thereafter  existing,
         including  without  limitation,  any  and all  rights  of  living  unit
         equivalents  with  respect  to water,  wastewater,  and  other  utility
         services,  certificates,   licenses,  zoning  variances,  permits,  and
         no-action letters from each  governmental  authority  required:  (a) to
         evidence compliance by Debtor and all improvements constructed or to be
         constructed  on the  Mortgaged  Property  with all  legal  requirements
         applicable to the Mortgaged Property,  and (b) to operate The Mortgaged
         Property AS a commercial and/or residential project;  (iii) any and all
         right,   title,   and  interest   Debtor  may  have  in  any  financing
         arrangements relating to the financing of or the purchase of all or any
         portion of The  Mortgaged  Property by future  purchaser;  and (iv) all
         other  contracts  which  in  any  way  relate  to the  use,  enjoyment,
         occupancy,  operation,  maintenance,  or  ownership  of  the  Mortgaged
         Property  (save  and  except  any and all  leases,  subleases  or other
         agreements pursuant to which Debtor is granted a possessory interest in
         the Land),  including but not limited to  maintenance  agreements,  and
         service contracts.

                  2. Fixtures:  All  materials,  supplies,  equipment,  systems,
         apparatus,  and other items now owned or  hereafter  acquired by Debtor
         and now or hereafter  attached to,  installed in, or used in connection
         with (temporarily or permanently) any of the Mortgaged Property,  which
         are now owned or hereafter  acquired by Debtor and are now or hereafter
         attached to the  Mortgaged  Property,  and including but not limited to
         any and all partitions,  dynamos, window screens and shades, draperies,
         rugs and other floor  coverings,  awnings,  motors,  engines,  boilers,
         furnaces,   pipes,   cleaning,   call  and  sprinkler   systems,   fire
         extinguishing  apparatus and equipment,  water tanks,  swimming  pools,
         heating,  ventilating,   refrigeration,  plumbing,  laundry.  lighting,
         generating,  cleaning,  waste  disposal,  transportation  (of people or
         things, including but not limited to, stairways,  elevator, escalators,
         and conveyor), incinerating, air conditioning and air cooling equipment
         and systems,  gas and electric machinery,  appurtenances and equipment,
         disposals, dishwasher,  refrigerator and ranges, recreational equipment
         and  facilities  of all kinds,  and water,  au,  electrical,  storm and
         sanitary  sewer  facilities,  and all other  utilities  whether  or not
         situated in  easements,  together  with all  accessions  appurtenances,
         replacements,  betterments,  and substitutions for any of the foregoing
         and this proceeds thereof.

         3. Leases:  Any and all leases,  master  leases,  subleases,  licenses,
         concessions,  or other agreements (written or oral, now or hereafter in
         e(effect) which grant to third panics a possessory  interest in and to,
         or the  right  to  use,  all or any  part  of the  Mortgaged  Property,
         together  with all  security  and other  deposits or  payments  made in
         connection therewith.

     4.  Minerals:  All substances in, on, or under the Mortgaged Properly which
         are now, or may become in the future,  intrinsically valuable, that is,
         valuable hl  themselves,  and which now or may be in the future enjoyed
         through  extraction or removal from the Mortgaged  Property,  including
         without limitation oil, gas, and all other hydrocarbons, coal, lignite,
         carbon  dioxide  and nil other  nonhydrocarbon  gases,  uranium and all
         other radioactive  substances,  and gold, silver,  copper, iron and all
         other metallic  substances or ores, upon extraction or removal from the
         Mortgaged Property.
     5.   Personalty::  All of the right title, and interest of Debtor in and to
          (i) furniture,  furnishings,  equipment,  machinery, goods (including,
          but not limited to, crops, farm products, timber and timber to be cut,
          and extracted  minerals);  (ii) general  intangibles,  notes,  chattel
          paper,  money,  insurance  proceeds  accounts contract and subcontract
          rights  trademarks,  trade  names,  inventory;  (iii) all  refundable,
          returnable, or reimbursable fees, deposits or other funds or evidences
          of credit or indebtedness deposited by or on behalf of Debtor with any
          governmental  agencies,  boards,  corporations,  provider  of  utility
          services,  public or  private,  including  specifically,  but  without
          limitation,  all refundable,  returnable,  or  reimbursable  tap fees,
          utility deposits,  commitment settlements,  or compensation heretofore
          made or hereafter to be made by any governmental  authority pertaining
          to the mortgaged Property or the Fixtures,  Contracts,  or Personalty,
          but not limited to those for any  vacation  of, or change of grade in,
          any streets  affecting the Mortgaged  Property and those for municipal
          utility  district or other utility costs  incurred or deposits made in
          connection  with the Mortgaged  Property;  and (iv) all outer personal
          property  of any kind or  character  as defined in and  subject to the
          provisions of the Code (Article 9 - Secured Transactions); any and all
          of which are now owned or  hereinafter  acquired by Debtor,  and which
          are now or hereafter situated in, on, or about the Mortgaged Property,
          or  used  in  or  necessary  to  the  complete  and  proper  planning,
          development,  construction,  financing,  use, occupancy,  or operation
          thereof,  or acquired  (whether  delivered to The  Mortgaged  Property
          stored  elsewhere) for use in or on the Mortgaged  Property,  together
          with  all  accessions,  replacements,  and  substitutions  thereto  or
          therefor and the proceeds thereof.
     6.  Rents: All of the rents, revenues, income, proceeds,  profits, security
         and other type of deposits (after Debtor  acquires title thereto),  and
         other  benefits paid or payable by parties to a contract  and/or lease,
         other than Debtor for using, leasing, licensing,  possessing, operating
         from, residing in, selling, or otherwise enjoying all or any portion of
         the Mortgaged Property.

         BEING LOT TWO (2), BLOCK ONE (1),  CORPORATE  PLAZA, an addition to the
         City of Midland,  Midland County,  Texas,  according to the map or plat
         thereof  of record in  Cabinet  D, Page 65,  Plat  Records  of  Midland
         County, Texas l

         TO BE FILED IN THE APPROPRIATE COUNTY RECORDS OF MIDLAND COUNTY

         FINANCING STATEMENT

         This  instrument  is  prepared  as, and is  intended to be, a Financing
         Statement,  complying with the formal requisites therefor, as set forth
         in the Texas Business and Commerce  Code,  Article 9 (also known as the
         Texu Uniform Commercial Code Secured Transaclions),  and, in particubr,
         Section 9.402 thereof.

     I.  The name and address of  the debtor ("Debtor") are:

         IFM Investments, Inc.

         225 Corporate Drive

         Midland, Midland County, Texas 79705
     2.  The name and address of the secured party ("Secured Party") are:

         Midland American Bank 401 W. Texan Midland, Midland County, Texas 79701
         Attention: John E. Grist

     3.  The Financing Statement covers the following types of collateral
         ("Collateral"):

         The items  described in the Schedule of Collateral  attached hereto and
         incorporated herein by reference for all purpose, as the same relate to
         the land described h Exhibit "A" attached  hereto and the  Improvements
         thereon or thereto (collectively, the "Mortgaged Property").

     4.  Proceeds of the Collateral are also covered.

         DATED as of the 271b day of September, 1996.

         SIGNATURE OF DEBTOR:

         IFM INVESTMENTS, INC.
               By:  /s/ Richard Michael
               Printed Name:  Richard Michael
               Title:  Agent & Attorney

         SIGNATURE OF SECURED PARTY:

         MIDLAND AMERICAN BANK

               By:  /s/ Karl J. Reiter
               Printed Name:   Karl J. Reiter
               Title:  Vice President

When filed, return to:

William M. Kerr, Jr.
Kerr & Ward, L.L.P.
500 W. Texas, Suite 1310
Midland, Texas 79701

SCHEDULE OF COLLATERAL

I. Contracts:  All of the right, title, and interest of Debtor in, to, and under
any  and  all  (i)  contracts  for the  purchase  of all or any  portion  of the
Mortgaged  Property,  whether such  Contracts  are now or at any time  hereafter
existing,  including but without limitation,  any and all earnest money or other
deposits  escrowed  or to be  escrowed  or letters of credit  provided  or to be
provided by the  purchasers  under the  Contracts,  including all amendments and
supplements to and renewals and  extensions.  of the Contracts at any time made,
and together with all payments,  earnings" income, and profits arising from sale
of all or any portion of the  Mortgaged  Property or from the  Contracts and all
other sums due or to become due under and pursuant thereto and together with any
and all earnest money,  security,  letters of credit or other deposits under any
of the Contracts;  (ii)  contracts,  licenses,  permits,  and rights relating to
living  unit  equivalents  for water,  wastewater,  and other  utility  services
whether  executed,  granted,  or  issued by a private  person  or  entity,  or a
govemmental  or  quasi-govemmental  agency,  which are  directly  or  indirectly
related to, or connected with the development of the Mortgaged Property, whether
such  contracts,  licenses,  and  permits  are  now or at any  time;  thereafter
existing,  including  without  limitation,  any and all  right5 of  living  unit
equivalents  with  respect to water,  wastewater,  and other  utility  services,
certificates,  licenses,  zoning variances,  permits, and no action letters from
each governmental  authority required:  (a) to evidence compliance by Debtor and
all improvements constructed or to be constructed on the Mortgaged Property with
all legal requirements  applicable to the Mortgaged Property, and (b) to operate
the Mortgaged Property as a commercial and/or residential project; (iii) any and
all right,  title,  and interest  Debtor may have in any financing  arrangements
relating  to the  financing  of or the  purchase  of all or any  portion  of the
Mortgaged Property by future  purchasers;  and (iv) all other contracts which in
any way relate to the use,  enjoyment,  occupancy,  operation,  maintenance,  or
ownership  of the  Mortgaged  Property  (save  and  except  any and all  leases,
subleases or other  agreements  pursuant to which Debtor is granted a possessory
interest in the Land1  including but not limited to maintenance  agreement,  and
service contracts.

     2. Fixtures: All materials,  supplies,  equipment,  systems, apparatus, and
other  items now owned or  hereaner  acquired  by  Debtor  and now or  hereafter
attached  to,  installed  in,  or  used  in  connection  with   (temporarily  or
permanently)  any of the  Mortgaged  Property,  which are now owned or hereafter
acquired by Debtor and are now or hereafter attached to the Mortgaged  Property,
and including but not limited to any and all partitions, dynamos, window screens
and shades, draperies, rugs and other floor coverings, awnings, motors, engines,
boilers,   furnaces,   pipes,   cleaning,   call  and  sprinkler  systems,  fire
extinguishing  apparatus and equipment,  water tanks,  swimming pools,  heating,
ventilating,  refrigeration,  plumbing, laundry, lighting, generating, cleaning,
water disposal,  transportation (of people or things,  including but not limited
to,  stairways,  elevators,   escalator,`  and  conveyors),   incinerating,  air
conditioning and air cooling equipment and systems,  gas and electric machinery,
appurtenances and equipment, disposals,  dishwashers,  refrigerators and ranges,
recreational  equipment and facilities of all kinds, and water, gas, electrical,
storm and sanitary  sewer  facilities,  and all other  utilities  whether or not
situated   in   easements,   together   with  all   accession,`   appurtenances,
replacements,  betterments,  and  substitutions for any of the foregoing and the
proceeds thereof.
     3.  Leases:  Any  and  all  leases,  master  leases,  subleases,  licenses,
concessions,  or other agreements  (written or oral, now or hereafter in effect)
which grant to third  parties a  possessory  interest in and to, or the right to
use all or any part of the  Mortgaged  Property,  together with all security and
other deposits or payments made in connection therewith.

     4. Minerals:  All substances in, on, or under the Mortgaged  Property which
are now, or may become in the future,  intrinsically valuable, that is, valuable
in themselves,  and which now or may be in the future enjoyed through extraction
or removal from the Mortgaged  Property,  including without  limitation oil, au,
and all  other  hydrocarbons,  coal,  lignite,  carbon  dioxide  and  all  other
nonhydrocarbon  gases, uranium and all other radioactive  substances,  and gold,
silver,  copper, iron and ell other metallic substances or ores, upon extraction
or removal from the Mortgaged Property.

     5. Personality:  All of the right, title and interest of Debtor in and unto
(i) furniture,  furnishings,  equipment,  machinery,  goods (including,  but not
limited to,  crops,  farm  produce,  timber and timber to be cut, and  extracted
minerals);  (ii) general  intangibles,  notes,  chattel paper, money,  insurance
proceeds  accounts  contract and  subcontract  rights  trademarks,  trade names,
inventory;  (iii) all refundable,  returnable, or reimbursable fees, deposits or
other funds or evidences of credit or indebtedness  deposited by or on behalf of
Debtor with any govemmental agencies, boards corporations,  providers of utility
services, public or privat4 including specifically,  but without limitation, all
refundabl4  returnable,  or reimbursable tap fees, utility deposits,  commitment
settlements,  or  compensation  heretofore  made or  hereafter to be made by any
govemmental  authority  pertaining  to the  mortgaged  Property or the Fixtures,
Contract, or Personalty, including but not limited to those for any vacation of,
or change of grade in, any streets  affecting the  Mortgaged  Properly and those
for municipal  utility district or other utility costs incurred or deposits made
in connection with the Mortgaged Property;  and (iv) all other personal property
of any kind or character u defined in and subject to the  provisions of the Code
(Article  9 -  Secured  Transactions);  any and all of  which  are now  owned or
hereinafter  acquired by Debtor, and which are now or hereafter situated in, on,
or about the  Mortgaged  Property,  or used in or  necessary to the complete and
proper  planning,  development,  construction,  financing,  use,  occupancy,  or
operation  thereof,  or acquired (whether delivered to The Mortgaged Properly or
stored  elsewhere)  for use in or on the Mortgaged  Property,  together with all
accessions, replacements, and substitutions thereto or therefor and the proceeds
thereof.

     6. Rents: All of the rents, revenues,  income,  proceeds,  profit, security
and other types of deposits  (after Debtor  acquires title  thereto),  and other
benefits paid or payable by panics to a contract and/or lease, other than Debtor
for using, leasing, licensing, possessing, operating from, residing in, selling,
or otherwise enjoying all or any portion of the Mortgaged Property.

     COLLATERAL

     SAFE KEEPING DEPARTMENT

     Midland American Bank
     401 W. Texas - Suite 100 - Midland, Texas 79701

RECEIVED OF IFM INVESTMENTS, INC.
         9-30-96

Certificate #2063 for 50,000 shares of HealthTech International, Inc. stock.

         The within receipt is evidence that the securities  described were held
         by Midland American Bank, Midland,  Texas, at the date hereof, but said
         securities  may be  delivered  to the  record  owner  upon his  receipt
         therefor  without the  surrender  hereof,  and this receipt shall no be
         deemed to be conclusive as to the holding of any securities at any time
         subsequent to its date.

         Received the above described Securities

         Midland American Bank

         By: /s/ Maryellen S. Wales

         Assistant Cashier

         COLLATERAL

         SAFE KEEPING DEPARTMENT

         Midland American Bank

         5 0 7 6

         Received of  IFM INVESTMENTS, INC. d/b/a RESULTS-MIDLAND

         Midland  American  Bank  Certificate  of Deposit Y9893 in the amount of
         $100,000.00 dated 9-27-96 maturing 10-1-99 and subsequent renewals.

         The within receipt is evidence that the securities  described were held
         by MIDLAND AMERICAN BANK,  MIDLAND TEXAS , at the date hereof, but said
         securities  may be  delivered  to the  record  owner  upon his  receipt
         therefor  without the surrender  hereof,  and this receipt shall not be
         deemed to be conclusive as to the holding of any securities at any time
         subsequent to its date.

         Received the above described securities

         Midland American Bank

         By:  Maryellen S. Wales
         Assistant Cashier

         ORIGINAL   NOT NEGOTIABLE

                                     PARTIV
                              ITEM 14. PARAGRAPH 3
                           EXHIBIT TABLE: SECTION 10
                               MATERIAL CONTRACTS

                                  EXHIBIT 3(c)

                      EXTENSION AND MODIFICATION AGREEMENT

          STATE OF TEXAS

                       KNOW ALL PERSONS BY THESE PRESENTS:

          COUNTY OF TARRANT

         This Extension and  Modification  Agreement (this  "Agreement") is made
         and  entered  into  to be  effective  as of  September  30,  I996  (the
         "Effective  Date")  by  and  between  WD  LIQUIDATING  CORPORATION,   a
         California   corporation   (formerly  known  as   Whitman-Dome   Energy
         Corporation,  a California corporation)  ("Lender"),  doing business at
         1010 Second Avenue, Suite 1422, San Diego,  California 92101, acting by
         and through its duly  authorized  officer,  and RESULTS  INTERNATIONAL,
         INC., a Nevada corporation (formerly known as HealthTech  International
         Inc., a Nevada corporation,  formerly known as USA Health Technologies,
         Inc., a Nevada corporation) ("Borrower"), doing business at 1237 S. Val
         Vista  Drive,  Mesa  Arizona  85204,  acting  by and  through  its duly
         authorized officer.

         WITNESSETH:

         RECITALS

     A.   Lender is the legal and  equitable  owner and  holder of that  certain
          Real Estate Lien Note (the  "Note")  dated  September  29, 1995 in the
          original  principal amount of Five Hundred Thousand and No/100 Dollars
          ($500,000).  executed by Borrower, payable to the order of lender, the
          payment of the Note being  secured by the  vendor's  lien  retained in
          that certain  Special  Warranty  Deed with  Vendor's Lien (the "Deed")
          dated  September  29,  1995,  executed by Lender in favor of Borrower,
          filed for record in the Office of the County Clerk of Tarrant  County,
          Texas under Instrument No. D195184466 (Volume 12129, Page 0849) of the
          Real  Property  Records of Tarrant  County,  Texas,  and  additionally
          secured by the Deed of Trust,  Security  Agreement  and  Assignment of
          Rents (the "Deed of Trust")  dated  September  29,  1995  executed  by
          Borrower to Phyllis P. Stephenson, Trustee, for the benefit of lender.
          the Deed of Trust  being  filed for record in the Office of the County
          Clerk of Tarrant  County,  Texas  under  Instrument  No.  D1951  84467
          (Volume  12129,  Page  0857) of the Real  Property  Records of Tarrant
          County,  Texas,  encumbering,   among  other  property,  certain  real
          property located in Tarrant County, Texas. as described in the Deed of
          trust and as more  particularly  described  on  Exhibit  "A"  attached
          hereto and  incorporated  herein by reference  for all  purposes  (the
          "Property").
     B.   The Note,  the vendor's  lien created in the Deed,  the Deed of Trust,
          this  Agreement  and any  and  all  other  documents  and  instruments
          executed  and  delivered  by  Borrower  in  connection  therewith,  as
          modified hereby, are hereafter  collectively  referred to as the "Loan
          Documents",  and the loan  established by Lender,  as evidenced by the
          Loan Documents, is hereafter referred to as the "Loan". `

     C.   Lender and Borrower  have agreed to renew and extend the maturity date
          of the Note and to modify the Loan Documents pursuant to the terms and
          conditions set forth in this Agreement.
     D.   Borrower has executed and  delivered  this  Agreement  to, among other
          things,  acknowledge  that the liens and  security  interests  created
          under the Loan Documents are valid and subsisting, notwithstanding the
          renewal and extension of the Loan, as evidenced by this Agreement.
     E.   Borrower hereby  expressly  acknowledges  that it will derive a direct
          benefit from the renewal and extension. the Loan, as evidenced by this
          Agreement.

         AGREEMENTS
     NOW,  THEREFORE.  for and in  consideration  of the terms of the  foregoing
Recitals, the terms of this Agreement and other good and valuable consideration,
the  receipt  and  sufficiency  of which are  hereby  acknowledged,  Lender  and
Borrower hereby agree as follows:

     1. The foregoing  Recitals are  incorporated  in this Agreement to the same
extent as if they had been herein stated in full.

     2. As of the Effective Date, the outstanding  unpaid  principal  balance of
the Note is Five Hundred Thousand and No/100 Dollars ($500,000), and the current
interest rate thereon is nine and one-half percent (9.5%) per annum.

     3.  Notwithstanding the terms of the Note or any other Loan Document to the
contrary, the Note is hereby renewed, extended and modified as follows

     a.  Borrower  hereby  promises to pay to Lender the  principal  sum of Five
         Hundred Thousand and No/100 Dollars  ($500,000),  together with accrued
         interest from the Effective Date on the principal  balance from time to
         time remaining  unpaid prior to default or maturity at the rate of nine
         and one-half  percent (9.5%) per annum;  provided,  however.  that such
         interest shall in no event ever exceed the Maximum Lawful Rate, as such
         term is  defined  in the Note,  calculated  on a 365-day  basis for all
         purposes. The Note shall be due and payable as follows:
     (i) On or  before  the close of  business  on  Monday,  October  21,  1996,
         Borrower  shall  deliver  to  Lender  an  amount  equal to all  accrued
         interest and applicable late charges for ~e period firon1  September 1,
         1996  through  October  15,  1996,  the  receipt  of  which  is  hereby
         acknowledged by Lender.

     (ii)On or  before  the close of  business  on  Friday,  November  1,  1996,
     Borrower shall deliver to Lender the sum of $25,000 (the "Extension  Fee"),
     provided that such amount,  when added to all other amounts charged or paid
     under the Note that are deemed to be interest, shall not exceed the Maximum
     Lawful  Rate.  The  Extension  Fee is a  non-refundable  fee  for  Lender's
     agreement to modify and extend the term of the Note;  except,  however,  if
     the Note is paid in full on or before  January 15, 1997,  the Extension Fee
     shall be applied  in full to the then  remaining  principal  balance of the
     Note .  (iii)  Installments  of  accrued  interest  at the rate of nine and
     one-half  percent  (9.5%) per annum shall be due and payable by Borrower on
     the first day of each month commencing  November 1, 1996, and continuing on
     the first day of each succeeding month  thereafter,  to and including April
     1, 1998. (iv)If the Note is not pan' in full on or before January 15, 1997,
     then  installments  of  principal  on the Note shall be due and  payable as
     follows:

         Due Date                                      Principal Amount
         January 16, 1997                                  $100,000
         April 16, 1997                                     $50,000
         July 16, 1997                                     $100,000
         April l, 1998                       Remaining unpaid principal balance

     (v) The  principal  balance of the Note,  all accrued  but unpaid  interest
     thereon, and all other amounts due and owing thereunder or under any of the
     other Loan Documents, shall be due and payable on April I, 1998, or on such
     earlier date as the maturity  thereof may be  accelerated  at the option of
     Lender  due to an event of  default  under the Note or a default  under any
     other Loan Document.

     b.   Lender and  Borrower  agree that  Lender's  address for payment of all
          installments  of principal and interest on the Note is as follows:  WD
          Liquidating  Corporation  1010  Second  Avenue,  Suite t422 San Diego,
          Califorr1ia 92101

     4. Borrower and Lender agree that the Deed and the Deed of Trust are hereby
amended to correct the legal  description  of the  Property,  which is correctly
described  on  Exhibit  "A"  attached  hereto  and  made a part  hereof  for all
purposes.

     5. On or before the close of business on Friday, November 1, 1996, Borrower
shall  deliver to Lender an amount equal to Three  Thousand  and No/l00  Dollars
($3,000) to reimburse  Lender for attorneys'  fees it has incurred in connection
with  Borrower's  default under the Note,  posting the Property for  foreclosure
sale and preparation of this Agreement.

     6.  Concurrently  with its execution of this Agreement,  Borrower shall, at
its sole cost and  expense,  deliver or cause to be  delivered  to Lender (i) an
Endorsement,  issued through  Trinity-Western Tilte Company in Fort Worth, Texas
under  Procedural  Rule  P-9.b.(3)  promulgated  by the  Texas  State  Board  of
Insurance under the Texas Title Insurance Act, to the existing  Mortgagee Policy
of Title  Insurance  No.  475193  dated  October 9, 1995  issued by Alamo  Title
Insurance of Texas in favor of Lender in the amount of Five Hundred Thousand and
no/100 Dollars ($500,000), insuring the first lien created by the Deed of Trust,
as modified hereby,  covering the Property,  to the effect that the insurer will
not deny coverage based on this Agreement; and (ii) such documentation as Lender
may reasonably request to evidence  Borrower's change of corporate name from USA
Health  Technologies.   Inc.  to  HealthTech  International,   Inc.  to  Results
International, Inc., and the authority of the person executing this Agreement on
behalf of Borrower.

     7. As additional security for Borrower's payment of the Note,  concurrently
untie the  execution of this  Agreement,  Borrower  shall  deliver to Lender Two
Hundred   Thousand   (200,000)   shares  of  R-l44   common   stock  of  Results
International.  Inc.,  which,  in the event of a default by  Borrower  under the
terms of the Loan Documents, will become unrestricted ant can be sold by Lender,
the  proceeds  of  which  sale  shall  be  applied  to  payment  of  the  unpaid
1ndebtedr~css due and owing under the Loan Documents. Lender hereby reserves all
rights  available to it under the Loan  Documents  and under  applicable  law to
claim and proceed  against  Borrower for any  deficiency,  if any,  which may be
created  after the stock  delivered  to Lender is sold and  applied  against all
indebtedness due and owing under the terms of the Loan Documents.

     8. As additional  consideration for Lender's  extension and modification of
the Loan and the Loan  Documents,  as evidenced  hereby,  and the other benefits
received and acknowledged by Borrower  hereunder,  Borrower does hereby RELEASE,
RELTNQUISH and forever DISCHARGE Lender and Lenders successors, assigns, agents,
officers,  directors,  employees,  counsel and legal representatives of and from
any and all claims, demands, actions and causes of action, of any and every kind
or character,  whether known or unknown,  which Borrower may have against Lender
and its successors, assigns, agents, officers, director,, employees, counsel and
representatives  as of the Effective Date, arising out of or with respect to any
and all transactions relating to the Loan Documents or the Property,  Including.
but not limited to, any loss,  expense and/or detriment of any kind or character
growing out of or in any way  connected  with or in any way  resulting  from the
acts,  actions or  o7mssions  of Lender and its  successors,  assig7ns,  agents,
officers, directors,  employees,  couns7el. and legal representatives including,
but not limited to, any loss, cost or damage in connection  with any breach of

fiduciary duty,  breach of any duty of fair dealing,  breach of confidence,
breach of  funding  commitment,  undue  influence,  duress,  economic  coercion,
conflict  of  interest,  negligence,  bat  faith,  malpractice,  intentional  or
negligent  infliction of mental distress,  tortious  interference with corporate
governance or  prospective  business  advantage,  breach of contract,  deceptive
trade  practices,   libel.  slander,   conspiracy,   any  claim  for  wrongfully
accelerating the Note or attempting to foreclose on any collateral  securing the
Note  or  the  charging,  contracting  for,  taking,  reserving,  collecting  or
receiving  of interest in excess of the highest  lawful rate  applicable  to the
Loan. Any and all of such claims of Borrower not specifically released herein of
any nature,  if any,  are hereby  unconditionally  assigned to Lender.  Borrower
hereby  represents,  warrants and declares that it has not assigned to any third
party any  claims,  rights or causes of action in any  manner  arising  under or
relating to the Loan Documents.

     9.  Borrower  hereby  agrees  and  acknowledges  that it is well and  truly
indebted to L0'der pursuant to the terms of the Loan Documents.  Borrower hereby
acknowledges  and agrees  that the liens,  security  interests  and  assignments
arising under the Loan Documents are valid and subsisting first and prior liens,
security  interests and assignments  securing the Loan; there does not exist any
other lien,  security interest,  assignment or other encumbrance that is or will
be superior to the liens,  security interests and assignments securing the Loan;
and the priority,  validity and perfection of the liens,  security interests and
assignments  created under the loan  Documents are not diminished in any respect
by this Agreement.

     10. Borrower,  by its execution of this Agreement,  hereby declares that it
has no setoffs, counterclaims, defenses or other causes of action against Lender
arising out of the Loan Documents,  the Property or otherwise and, to the extent
any such setoffs,  counterclaims,  defenses or other causes of action may exist,
whether known or unknown, such items are hereby waived by Borrower.

     11.  This  Agreement  is a  modification  of the  Note and the  other  Loan
Documents,  and is not a novation of the same and, except as expressly  modified
hereby,  all terms and provisions of the Note and all other Loan Documents shall
be and shall remain  unchanged,  and the Note and all other Loan  Documents  arc
hereby  ratified and  confirmed in all respects and shall be and shall remain in
full force and effect,  enforceable in accordance with their  respective  terms,
subject to the terms hereof.  Notwithstanding the foregoing, in the event of any
inconsistency between this Agreement and the other Loan Documents, the terms ant
conditions of this Agreement  shall be deemed to control,  and the teens of this
Agreement  shall supersede any  inconsistent  terms contained in such other Loan
Documents.

     12.  Borrower  shall  execute  such other  documents as may be necessary or
required  to effect the  transactions  contemplated  herein  ant to protect  the
priority and validity of the liens,  security interests and assignments  created
by the Loan Documents securing, the Loan.

     13. This Agreement shall be binding upon the panics hereto and inure to the
benefit of the respective successors and assigns of Borrower and Lender.

     14. The Loan  Documents  shall be  governed by and shall be  construed  and
enforced in accordance with the laws of the State of Texas.

     I5. This Agreement contains the entire agreement between the parties hereto
with respect to the matters set forth herein.  No variations,  modifications  or
changes  hereof  shall be binding  upon any part  unless set forth in a document
duly executed by the parties hereto.  Additionally,  accordance with Chapter 26,
Section 26.02 of the Texas Business and Commerce Code;

         THIS  AGREEMENT,  AS THE  WRITTEN  LOAN  AGREEMENT  BETWEEN THE PARTIES
         HERETO,  REPRESENTS THE FINAL AGREEMFNT BETWEEN THE PARTIES AND MAY NOT
         BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT
         ORAL AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     16. If any  provision of this  Agreement or the  application  hereof to any
person or circumstance  shall be invalid or  unenforceable  to any extent,  such
provision  shall be modified  to the extent  necessary  to make its  application
valid and  enforceable,  and the remainder of this Agreement and the application
of such  provision  to other  persons  or  circumstances  shall not be  affected
thereby and shall be enforced to the greatest extent permitted by law

     17. No consent or waiver,  express or  implied,  by Lender of any breach or
default of Borrower in the  performance of its  obligations  hereunder  shall be
deemed to be a consent to or a waiver of any breach or default in ~e performance
by Borrower of the same or any other obligatior1 of Borrower hereunder.  Failure
on the part of Lender to complain of any act or failure of Borrower to act or to
declare  Borrower in default,  irrespective of how long such failure  continues,
shall not constitute a waiver by Lender of any rights hereunder.

     18. Lender and Borrower acknowledge. agree and intend that the relationship
between  them  shall be solely  that of  creditor  and  debtor.  Nothing in this
Agreement  is intended or shall in any way be  construed or deemed to create any
form of partnership,  joint venture,  tenancy-in-common,  agency relationship or
co-ownership  between  Lender and  Borrower,  and the parties  hereby  expressly
disclaim  any  intention  of any  kind to  create  any such  partnership,  joint
venture, tenancy-in-common, agency relationship or co-ownership. Accordingly, in
no event shall  Lender be  responsible  or liable for any of the debts,  losses,
obligations, or liabilities of Borrower with respect to the Property as a result
of the  execution  of this  Agreement,  and  Lender's  only  interests  shall be
Lender's right to receive  payments under the Loan Documents in accordance  with
their terms. All obligations to pay real property taxes, assessments,  insurance
premiums and all other fees and charges  arising from the  ownership,  operation
and  occupancy  of, the Property  and to perform all  agreements  and  contracts
relating to the Property shall be the sole responsibility of Borrower.  Borrower
shall be free to  determine  and follow its own  policies  and  practices in the
conduct  of its  business  on the  Property,  subject  to the  terms of the Loan
Documents.

     19. THE LOAN IS PAYABEE IN FULL AT MATURITY. BORROWER MUST REPAY THE ENTIRE
PRINCIPAL  BALANCE OF THE NOTE AND UNPAID  INTEREST THEN DUE. LENDER IS UNDER NO
OBLIGATJON  TO  REFINANCE  THE LOAN AT THAT TIME.  BORROWER  WILL  THEREFORE  BE
REQUIRED TO MAKE PAYMENT OUT Of OTHER  ASSETS THAT  BORROWER MAY OWN OR BORROWER
WILL HAVE TO FIND A LENDER  WILLING  TO LEND  BORROWER  THE MONEY.  IF  BORROWER
REFINANCES  THIS LOAN AT MATURITY,  BORROWER WILL HAVE TO PAY SOME OR ALL OF THE
CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN.

     20. This instrument may be executed in any number of counterparts,  each to
be an original,  but all of which shall constitute one instrument,  and it shall
be sufficient if any party hereto signs any such counterpart, so long as each of
the parties hereto executes at least one such counterpart

     IN WITNESS WHEREOF, this Agreement has been executed by lender and Borrower
on the  dates  set  forth  in  their  respective  acknowledgments  below,  to be
effective as of the Effective Date.

         LENDER;

         WD LIQUIDATING CORPORATION, a California

         corporation (formerly known as Whitman-Dome Energy

         Corporation, a California corporation)

         By:  /s/ Dennis B. Schmucker
         Name:  Dennis B. Schmucker
         Title:  President

         BORROWER:

         RESULTS INTERNATIONAL, INC.,
         a Nevada corporation (formerly known as HealthTech International, Inc.,
         a Nevada corporation,  formerly known as USA Health Technologies, Inc.
         a Nevada corporation)

          By:  /s/ Tim Williams
         Name:  Tim Williams
         Title:  President

         The preceding document was notarized in the :

         THE STATE OF CALIFORNIA
         COUNTY OF SAN DIEGO

         EXHIBIT "A"

         TO

         EXTENSION AND MODIFICATION AGREEMENT

         Tract 1:

         Lot I BR- 1, Block 7, Newel & Newell  Business Park, an addition to the
         City of Fort  Worth,  Tarrant  County,  Texas,  according  to the  Plat
         recorded in Volume  388-158,  Page 40, Plat Records of Tarrant  County,
         Texas.

         Tract II:

         BEING a tract of land out of the W. C.  Trimble  Survey,  Abstract  No.
         1521,  Tarrant County,  Texas,  and a part of the remainder of Block 5,
         Newell and Newell  Industrial  Park as shown by plat recorded in Volume
         388-111, Pages 19 and 20, of the Plat Records of Tarrant County, Texas,
         and also a part of the tract  conveyed to Newell and Newell Real Estate
         1n Volume 8046, Page 979 of the Deed Records of Tarrant County,  Texas,
         said tract being tied to the Texas  Coordinate  System using a combined
         scale and  elevation  factor of  0.9998699,  and said tract  being more
         particularly described as follows:

         BEGINN1NG at a point in the west line of Interstate Highway,  East Loop
         820,  North at its  intersection  with the South line of a 75 foot wide
         sanitary sewer easement  conveyed to the City of Fort Worth, said point
         being the  southeast  corner of Lot 6, Block 11, River Bend East Office
         Park, as shown by plat recorded in Volume  388-186,  Pages 91 and 92 of
         the  Plat  Records  of  Tarrant  County,   Texas,   said  point  having
         coordinates of X = 2,088,278.90 and Y = 407,883.66;

         THENCE S.  1*  12' W.  with  said  Highway  right-of-way  line  845.7
         R. a point having  coordinates  of X = 2,088,256.11 and Y = 407,038.22;

         THENCE N.  88*  48' W. 305.0 R. to a point in the east line of Lot 7.
         Block 10,  River Bend East Office Park, as shown by said plat;

         THENCE N. 1* 12' E. 639.8 R. to a point in the south line of said
         sanitary  sewer  easement said point having coordinates
         of X = 2,087,964.67 and Y = 407,684.18;

         THENCE N. 57* 10' E. with said sanitary sewer easement line 368.0 ft.
         to the PLACE OF BEGINNING.

                                     PARTIV

                              ITEM 14. PARAGRAPH 3

                            EXHIBIT TABLE: SECTION 10

                               MATERIAL CONTRACTS

                             CONTRACTS EXHIBIT 3(d)

                         HealthTech International, Inc.
                         A Public Company - NASDAQ: GYMM

January 17, 1997

Primus Health Care
2100 N. Hwy. 300, Suite 1500B
Grand Prairie, Texas  75050
Tel: 214-602-1573
Fax: 214-602-1570

RE:      Acquisition all issued and outstanding stock of Primus Health Care
Systems, Inc. by HealthTech International, Inc.

Gentlemen:

Whereas  we have  agreed  on all of the  terms  for the  purchase  of all of the
outstanding  stock of Primus Health Care Systems,  Inc.,  and such terms are set
forth  below.  Please  sign this  agreement  and return an original to me for my
files.

     Purchase Price: In exchange for all issued and outstanding shares of Primus
          Health Care Systems,  Inc. (Primus),  Primus will receive:
     a.   500,000  shares of HealthTech  International,  Inc. (HTI) common stock
          (restricted under Rule 144);
     b.   1,000,000  options to purchase HTI restricted  (under Rule 144) common
          stock at $1.00 per share;
     c.   $3,000,000 of prepaid television advertising air time on various local
          and national stations, and;
     d.   $2,400,000 of prepaid radio  advertising air time on various local and
          national stations.

         Primus represents and warrants and HTI acknowledges that Primus' assets
shall not be less than the following:

                   a.  Approximately $3,500,000 of medical receivables;
                   b.  Approximately $1,300,000 of chiropractic receivables;
                   c.  $330,000 of equipment, and;
                   d.  $40,000 of furniture and fixtures;
                   e.  Two clinic operation rights.

The parties agree that to facilitate  the closing of this  transaction  HTI will
form a corporation  into which the above purchase price will be transferred  and
100% of the stock of said corporation shall be delivered to Primus shareholders.

IN WITNESS  WHEREOF,  the parties  hereto have executed this purchase  agreement
effective as of the date first above written.

HEALTHTECH INTERNATIONAL, INC.                  PRIMUS HEALTHCARE SYSTEMS, INC.

by: /s/  Gordon Hall                                 by:  /s/ Joseph Kirkham
      Gordon Hall                                             Joseph Kirkham
      its: Chairman & CEO                                     its: Chairman

                                    EXHIBIT 6

                                     PART IV

                              ITEM 14. PARAGRAPH 3

                            EXHIBIT TABLE: SECTION 21

                         SUBSIDIARIES OF THE REGISTRANT

                         Results Sports & Fitness, Inc.

                           Results Stark Street, Inc.

                              IFM Investments, Inc.

                             Results Riverbend, Inc.

                            Fitness Performance, Inc.

                                    CHG, Inc.

                                    EXHIBIT 7

                                     PART IV

                              ITEM 14. PARAGRAPH 3

                            EXHIBIT TABLE: SECTION 23

                         CONSENTS OF EXPERTS AND COUNSEL

         ACCOUNTANTS CONSENT AND REPORT ON CONSOLIDATED SCHEDULES

         The Board of Directors and Stockholders of

         HealthTech International, Inc.:

         Under date of  February  11,  1997,  we  reported  on the  consolidated
         balance sheets of HealthTech International,  Inc. (the "Company"),  and
         subsidiaries  as  of  September  30,  1996,  the  related  consolidated
         statements of income, cash flow and changes in stockholder's equity for
         each of the years in the three-year  period ended September 30, 1996 as
         contained in the 1996 Annual  Report on Form 10-K.  These  consolidated
         financial   statements   and  our  report   thereon  shall  or  may  be
         incorporated by reference into an Annual report to Shareholders,  proxy
         statement to  shareholders,  Quarterly  Reports on Form 10-Q for fiscal
         year 1997, private placement memoranda and/or  Registration  statements
         on Forms S-3 and/or S-8 and where such information is required or would
         be   necessary   to  an  overall   understanding   of  the   HealthTech
         International, Inc.'s operations.

         The consolidated  financial  statement schedules are the responsibility
         of the  Company's  management.  Our  responsibility  is to  express  an
         opinion on these consolidated  financial  statement  schedules based on
         our audits.

                                                              Smith, Dance & Co.

         Irving, Texas

         February 11, 1997 

Basic Info X:

Name: MATERIAL CONTRACTS
Type: Material Contracts
Date: Feb. 28, 1997
Company: HEALTHTECH INTERNATIONAL INC
State: Nevada

Other info:

Date:

  • JUNE , 1996
  • 1996 7
  • July 08 , 1992
  • JULY 8 , 1992
  • July 14 , 1992
  • July 8 , 2017
  • fifteen 15 days after Grantor
  • June 30 , 1996
  • December 31 , 1996
  • third calendar quarter of 1996
  • Within ten 10 business days of the end of the fourth calendar quarter of 1996
  • August 21 , 1996
  • June 5 , 1995
  • September 27 , 1996
  • October 1 , 1999
  • December 1 , 1995
  • March 29,1996
  • May 29 , 1996
  • August 27,1996
  • 27th day of September 1996
  • Thirty 30
  • March 31 , June 30 , September 30
  • February 15
  • August 11 , 1989
  • September 20 , 1990
  • October 2 , 1995
  • December 1 1995
  • February 5 , 1996
  • March 29 , 1996
  • August 27 , 1996
  • January 22 , 1980
  • August 25 , 1982
  • August 2 , 1983
  • January 7 , 1944
  • 27th day of September , 1996
  • September 29 , 1995
  • Monday , October 21 , 1996
  • September 1 , 1996
  • October 15 , 1996
  • April 1 , 1998
  • January 15 , 1997
  • January 16 , 1997
  • April 16 , 1997
  • July 16 , 1997
  • Friday , November 1 , 1996
  • October 9 , 1995
  • January 17 , 1997
  • September 30 , 1996
  • February 11 , 1997

Organization:

  • Securities and Exchange Commission
  • Newman Note for Twenty Thousand Dollars
  • Real Estate Taxes and Assessments
  • Four Thousand Eighty Two Dollars
  • Thirty Two Thousand Nine Hundred Dollars
  • Seven Hundred Forty Seven Dollars
  • Eleven Thousand Four Hundred Dollars
  • Two Hundred Forty Seven Dollars
  • Two Hundred Fifty Dollars
  • Assets of Stark Street Athletic Club
  • Stark Street Athletic Club , Inc.
  • State of Nevada
  • the State of Arizona
  • Rule of Construction
  • Satisfactory Property Documentation Inspection
  • U.S. Small Business Administration SBA
  • Small Business Administration SBA
  • Multnomah and State of Oregon
  • Comprehensive Environmental Response
  • Federal Emergency Management Agency
  • Federal Flood Insurance
  • Defense of Title
  • This Deed of Trust
  • Election of Remedies
  • the State of Texas
  • HealthTech International , Inc. F. Guarantor
  • F. Ownership of Assets
  • H. Financial Statements
  • Environmental Protection Agency
  • Minimum Value of Pledged Stock
  • C. Financial Statements
  • Borrower to Bank
  • Existence and Compliance
  • C. Transfer of Assets
  • Foster Commercial , Inc.
  • 238th District Court
  • HealthTech International , Inc. 1237 South Val Verde Drive Mesa
  • Midland American Bank 401 W. Texas Midland
  • Official Public Records
  • Secured Party the Collateral
  • delivers unto Secured Party
  • Midland American Bank Certificate of Deposit No
  • Pledgor to Secured Party
  • Uniform Commercial Code of the State
  • e Secured Party
  • Secured Party of any Default
  • Authority of Secured Party
  • Pledged Securities to Secured Party
  • MIDLAND AMERICAN BANK THE SECURITY
  • 3.1 Organization and Power
  • Validity Loan Documents
  • Grantor and Beneficiary
  • First Lien Status
  • Taken Deed of Trust
  • Grantor of Grantor
  • Disposition of Mortgaged Property and Beneficial Interest
  • Require Proof of Financial Ability
  • Event of Default
  • Trustee on Beneficiary
  • Possession After Foreclosure
  • Tax Impositions and Insurance Premiums
  • Contest of Certain Claims
  • No Merger of Estates
  • Retention of Money
  • Grantor 's Expense
  • Revised Civil Statutes of Texas
  • Extension of Prior Liens
  • Nick Nugent Inc.
  • H. A. de Compiegne , Trustee
  • Deed of Trust Records
  • Midland American Dank
  • Texu Uniform Commercial Code Secured Transaclions
  • IFM Investments , Inc.
  • Midland American Bank 401 W. Texan Midland
  • Jr. Kerr & Ward
  • Securities Midland American Bank
  • Midland American Bank 5
  • Midland American Bank Certificate of Deposit Y9893
  • HealthTech International Inc.
  • S. Val Vista Drive
  • County Clerk of Tarrant County
  • Real Property Records of Tarrant County
  • WD Liquidating Corporation 1010 Second Avenue
  • Trinity-Western Tilte Company
  • Texas State Board of Insurance
  • Mortgagee Policy of Title Insurance No
  • Alamo Title Insurance of Texas
  • Results International , Inc.
  • Whitman-Dome Energy Corporation
  • USA Health Technologies , Inc.
  • Newel & Newell Business Park
  • W. C. Trimble Survey
  • Newell Industrial Park
  • Newell Real Estate
  • Deed Records of Tarrant County
  • Texas Coordinate System
  • River Bend East Office Park
  • Plat Records of Tarrant County
  • Primus Health Care 2100 N. Hwy
  • Suite 1500B Grand Prairie
  • Primus Health Care Systems , Inc.
  • INC. PRIMUS HEALTHCARE SYSTEMS
  • THE REGISTRANT Results Sports & Fitness , Inc
  • Inc. IFM Investments
  • Fitness Performance , Inc. CHG , Inc.
  • Board of Directors and Stockholders of HealthTech International , Inc.
  • Smith , Dance & Co. Irving

Location:

  • 1377 Mohawk Blvd.
  • Springfield
  • Washington Square Rd.
  • Tigard
  • Multnomah County
  • Portland
  • United States of America
  • Grantor
  • Oregon
  • State of Texas
  • TX
  • U.S.
  • Etc
  • United States Code
  • Civ
  • Guaranty
  • Zoning
  • Personalty
  • Compiegne
  • Midland County Texas
  • Texas Midland
  • City of Midland
  • W. Texas
  • MIDLAND TEXAS
  • Mesa Arizona
  • San Diego
  • Nevada
  • CALIFORNIA
  • Tarrant County
  • East Loop
  • City of Fort Worth
  • River Bend East Office Park

Money:

  • $ 465,300
  • $ 401,000
  • $ 4,082
  • $ 32,900
  • $ 747.52
  • $ 11,400
  • Eight Two cents
  • $ 247.82
  • $ 20,000
  • $ 250
  • $ 3,650.00
  • $ 420,000.00
  • $ 2,500.00
  • $ 1,000.00
  • $ 9,416.00
  • $ 7,500.00
  • $ 150,000.00
  • $ 4,325,369.00
  • $ 791,000.00
  • $ 10,000.00
  • Ten Dollars
  • $ 10.00
  • $ 100,000.00
  • $ 25,000
  • $ 500,000
  • $ 1.00
  • $ 3,000,000
  • $ 2,400,000
  • $ 3,500,000
  • $ 1,300,000
  • $ 330,000
  • $ 40,000

Person:

  • Newman
  • Don Schroeder s Don Schroeder Don Schroeder
  • Gordon Hall Gordon Hall
  • Stewart Title
  • Donald A. Schroeder
  • Richard I. Michael
  • H. Kern Hanzle
  • Richard Michael Name
  • Pledgor
  • Tex
  • Personalty
  • VIII
  • William F. Pennchaker Trustee
  • Nick Nugent
  • H. A. de Compiegne , Jr.
  • John Campbell
  • Jack B. Hopper
  • Paul R Thorpe
  • Paul Thorpe
  • O. Brooks
  • SKarl J. Reiter
  • John E. Grist
  • William M. Kerr
  • Maryellen S. Wales
  • Phyllis P. Stephenson
  • Dennis B. Schmucker
  • Tim Williams
  • Newell
  • Primus
  • Joseph Kirkham Gordon Hall Joseph Kirkham

Time:

  • 3:45 p.m. local time

Percent:

  • 4 percent
  • 20 percent
  • one-quarter percent 9-14 %
  • one-half percent 6-12 %
  • 12-34 %
  • three-quarters percent 5-34 %
  • twenty-five percent
  • 25 %
  • two percent
  • 9.5 %
  • 100 %