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      RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.



                      DEED OF TRUST AND SECURITY AGREEMENT

                           (WITH ASSIGNMENT OF RENTS)





THE STATE OF TEXAS      ss.

                        ss.

COUNTY OF HARRIS        ss.



                                  INTRODUCTION



      This instrument ("DEED OF TRUST") is a deed of trust from:



      Mortgagor Name(s):         ___________________________________

      Address(es):               ___________________________________



(called the "MORTGAGOR", "DEBTOR" and "ASSIGNOR", whether one or more) to:



      Trustee Name:              Timothy H. Edwards

      Address:                   106 Colony Park Drive

                                 Suite 900

                                 Cumming, Georgia  30040



as trustee (called the "TRUSTEE"), for the use and benefit of:



      Mortgagee Name:            GCA Strategic Investment Fund Limited

      Address:                   c/o Prime Management Limited

                                 Mechanics Building

                                 12 Church Street

                                 Hamilton HM II, Bermuda



(called the "MORTGAGEE", "SECURED PARTY" and "ASSIGNEE"), a security agreement

between Debtor and Secured Party and an assignment of rents from Assignor to

Assignee.



                              W I T N E S S E T H:









                                       1

{PAGE}



                                    ARTICLE 1

    IDENTIFICATION OF THE MORTGAGED PROPERTYAND ITS CONVEYANCE TO THE TRUSTEE



Section 1.1     MORTGAGOR'S CONVEYANCE OF THE MORTGAGED PROPERTY TO THE TRUSTEE

TO SECURE THE DEBT. To secure payment of principal, lawful interest and other

elements of the Debt described and defined in ARTICLE 2, in consideration of the

uses and trusts (the "TRUST") established and continued by this Deed of Trust

and in consideration of Ten Dollars ($10) and other valuable consideration paid

before delivery of this Deed of Trust by each of Trustee and Mortgagee to

Mortgagor, who hereby acknowledges its receipt and that it is reasonably

equivalent value for this Deed of Trust and all other security and rights given

by Mortgagor, Mortgagor hereby Grants, Sells, Conveys, Transfers, Assigns, Sets

Over, Confirms and Delivers unto the Trustee and to his successors or

substitutes in the Trust, the following property (collectively, the "MORTGAGED

PROPERTY"):



      (a)   REAL PROPERTY. All of the real estate and premises described or

referred to on EXHIBIT A, together with (i) all of Mortgagor's estate, right,

title and interest in and to all easements and rights-of-way for utilities,

ingress or egress to or from said property and (ii) all interests of Mortgagor

in and to all streets, rights-of-way, alleys or strips of land adjoining said

property (collectively, the "REAL PROPERTY").



      (b)   BUILDINGS AND IMPROVEMENTS. All existing and all future buildings on

the Real Property and other improvements to it, all of which Mortgagor and

Mortgagee hereby irrevocably declare to be real estate and part of the Real

Property, including all water, sewage and drainage facilities, wells, treatment

plants, supply, collection and distribution systems, paving, landscaping and

other improvements (collectively, the "Improvements").



      (c)   FIXTURES, EQUIPMENT AND SUPPLIES. All fixtures, equipment and

supplies (the "FIXTURES AND EQUIPMENT") now or hereafter attached to, used,

intended or acquired for use for, or in connection with, the construction,

maintenance, operation or repair of the Real Property or Improvements, or for

the present or future replacement or replenishment of used portions of it, and

all related parts, filters and supplies, including, but not limited to, all

heating, lighting, cooling, ventilating, air conditioning, environment control,

refrigeration, plumbing, incinerating, water-heating, cooking, pollution

control, gas, electric, solar, nuclear, computing, monitoring, measuring,

controlling, distributing and other equipment and fixtures, and all renewals and

replacements of them, all substitutions for them and all additions and

accessions to them, all of which Mortgagor and Mortgagee hereby also irrevocably

declare to be real estate and part of the Real Property.



      (d)   LEASES. All Leases (as such term is defined in SECTION 9.1 below).



      (e)   UTILITIES. All wastewater, fresh water and other utilities capacity

and facilities (the "UTILITIES CAPACITY") available or allocable to the Real

Property and Improvements or dedicated to or reserved for them pursuant to any

system, program, contract or other arrangement with any public or private

utility, and all related or incidental licenses, rights and interests, whether



                                       2

{PAGE}



considered to be real, personal or mixed property, including the right and

authority to transfer or relinquish any or all such rights and the right to any

credit, refund, reimbursement or rebate for utilities facilities construction or

installation or for any reservation fee, standby fee or capital recovery charge

promised, provided or paid for by Mortgagor or any of Mortgagor's predecessors

or Affiliates (defined below), to the full extent now allocated or allocable to

the Real Property or Improvements, plus all additional Utilities Capacity, if

any, not dedicated or reserved to the Real Property or Improvements but which is

now or hereafter owned or controlled by Mortgagor or by anyone (an "AFFILIATE",

whether a natural person or an entity) who directly or through one or more

intermediaries controls, is controlled by or is under common control with

Mortgagor, to the full extent that such additional Utilities Capacity is

necessary to allow development, marketing and use of the Real Property or

Improvements for their highest and best use.



      (f)   AFTER-ACQUIRED PROPERTY. All estate, right, title and interest

acquired by Mortgagor in or to the Real Property, Improvements, Fixtures and

Equipment, Leases and Utilities Capacity after execution of this Deed of Trust.



      (g)   APPURTENANCES. Any and all rights and appurtenances (the

"APPURTENANCES") belonging, incident or appertaining to the Real Property,

Improvements, Fixtures and Equipment, Leases or Utilities Capacity or any part

of them.



      (h)   OIL AND GAS. All existing and future minerals, oil, gas and other

hydrocarbon substances in, upon, under or through the Real Property.



      (i)   REVERSIONS AND REMAINDERS. Any and all rights and estates in

reversion or remainder to the Real Property, Improvements, Fixtures and

Equipment, Leases, Utilities Capacity or Appurtenances or any part of them.



      (j)   CONTRACTUAL RIGHTS. All contracts (including contracts for the sale

or exchange of all or any portion of the Real Property or the Improvements),

franchises, licenses and permits 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 or sale

of the Real Property or the Improvements, whether now or at any time hereafter

existing, and all amendments and supplements thereto and renewals and extensions

thereof at any time made, and all rebates, refunds, escrow accounts and funds,

or deposits and all other sums due or to become due under and pursuant thereto

and all powers, privileges, options and Mortgagor's other benefits thereunder.



      (k)   OTHER ESTATES AND INTERESTS. All other estates, easements,

interests, licenses, rights, titles, powers or privileges of every kind and

character which Mortgagor now has, or at any time hereafter acquires, in and to

any of the foregoing, including the proceeds from condemnation, or threatened

condemnation, and the proceeds of any and all insurance covering any part of the

foregoing; and all related parts, accessions and accessories to any of the

foregoing and all replacements or substitutions therefor, as well as all other

Improvements, Fixtures and Equipment, Leases, Utilities Capacity and

Appurtenances now or hereafter placed thereon or accruing thereto.



                                       3

{PAGE}



Section 1.2     HABENDUM AND TITLE WARRANTY. TO HAVE AND TO HOLD the Mortgaged

Property, together with every right, privilege, hereditament and appurtenance

belonging or appertaining to it, unto the Trustee, his successors or substitutes

in the Trust and his or their assigns, forever. Mortgagor represents that

Mortgagor is the lawful owner of the Mortgaged Property with good right and

authority to mortgage and convey it, and that the Mortgaged Property is free and

clear of all liens, claims and encumbrances except only those expressly referred

to or described in EXHIBIT B. Mortgagor hereby binds Mortgagor and Mortgagor's

successors and assigns to forever WARRANT and DEFEND the Mortgaged Property and

every part of it unto the Trustee, his successors or substitutes in the Trust,

and his or their assigns, against the claims and demands of every person

whomsoever lawfully claiming or to claim it or any part of it (such warranty to

supersede any provision contained in this Deed of Trust limiting the liability

of Mortgagor).



                                   ARTICLE 2

                                THE DEBT SECURED



Section 2.1     CONVEYANCE IN TRUST TO SECURE DESIGNATED OBLIGATIONS. This

conveyance to the Trustee is IN TRUST to secure all of the following present and

future debt and obligations:



      (a)   NOTE. All indebtedness now or hereafter evidenced and to be

evidenced by the Convertible Note of MEMS USA, Inc. ("Borrower"), a Nevada

corporation, dated concurrently herewith in the face amount of $3,530,000,

bearing interest at the rate or rates therein stated, principal and interest

payable to the order of Mortgagee on the dates therein stated, with final

payment due on October __, 2009, executed by Borrower; and any and all past,

concurrent or future modifications, extensions, renewals, rearrangements,

replacements and increases of the foregoing note (collectively, the "NOTE").



      (b)   SECURITIES PURCHASE AGREEMENT. All obligations and indebtedness of

Borrower now or hereafter created or incurred under the Securities Purchase

Agreement dated concurrently herewith between Borrower and Mortgagee, as the

same may be amended, supplemented, restated or replaced from time to time

(collectively, the "SECURITIES PURCHASE AGREEMENT").



      (c)   OTHER SPECIFIED OBLIGATIONS. All other obligations, if any,

described or referred to in any other place in this Deed of Trust.



      (d)   GUARANTY. All obligations and liabilities of any guarantor arising

out of or connected to a guaranty issued in connection with any obligations and

liabilities of Borrower to Mortgagee, now existing or hereafter incurred, under,

arising out of or in connection with any Credit Document, including without

limitation, that certain Guaranty dated concurrently herewith executed by

Mortgagor for the benefit of Mortgagee, in connection with the Note and the

Securities Purchase Agreement.



      (e)   ADVANCES AND OTHER OBLIGATIONS PURSUANT TO THIS DEED OF TRUST'S

PROVISIONS. Any and all sums and the interest which accrues on them as provided

in this Deed of Trust which Mortgagee may advance or which Mortgagor may owe

Mortgagee pursuant to this Deed of Trust on account of Mortgagor's failure to

keep observe or perform any of Mortgagor's covenants under this Deed of Trust.



                                       4

{PAGE}



      (f)   OBLIGATIONS UNDER CREDIT DOCUMENTS. All present and future debts and

obligations under or pursuant to (1) any papers ("CREDIT DOCUMENTS") now or in

the future governing, evidencing, guaranteeing or securing or otherwise relating

to payment of all or any part of the debt evidenced by the Note or (2) all

supplements, amendments, restatements, renewals, extensions, rearrangements,

increases, expansions or replacements of them.



      (g)   RELATED INDEBTEDNESS. All other loans or advances not otherwise

specifically described in this Section now or hereafter made for the purpose of

paying costs of developing, constructing, improving or operating all or any part

of the Mortgaged Property.



      (h)   ALL OTHER DEBT. All of any Obligor's other present and future debt

or other obligations now or hereafter held or owned by Mortgagee, whether direct

or indirect, primary or secondary, fixed or contingent, several, joint or joint

and several, and regardless of how incurred, evidenced, guaranteed or otherwise

secured, including any present or future debt under any credit or loan

agreement, any letter of credit application, any reimbursement, repurchase,

reverse repurchase, swap or other agreement which absolutely or contingently

creates any financial obligation, any guaranty or any other papers previously,

concurrently or later executed by any Obligor, or accepted by any Obligor as

binding upon such Obligor. Mortgagor and Mortgagee presently contemplate that

Mortgagee may at Mortgagee's election lend sums or extend other financial

accommodations to Borrower or for Borrower's account or benefit in the future

and may acquire and become the owner and holder of other debt or obligations of

Mortgagor from time to time, but that Mortgagee has no obligation to do so.

Mortgagor agrees that if Borrower should thus become indebted to Mortgagee in

any such additional sums (except in cases where Mortgagor and Mortgagee have

expressly agreed in writing to a different rate, a different maturity or both)

all such other or future debt shall be due and payable on demand, the principal

of such debt shall bear interest at the Past Due Rate (as defined in ARTICLE 7

below) from the date of its accrual, however it accrues, until paid, and all

such other debt, both principal and interest, shall be secured by this Deed of

Trust as well as by any and all other security which Mortgagee may now or

hereafter hold for it.



Section 2.2     DEBT DEFINED. The term "DEBT" means and includes the Note and

all other debt and obligations described or referred to in SECTION 2.1. The Debt

includes interest and other obligations accruing or arising after (a)

commencement of any case under any bankruptcy or similar laws by or against

Mortgagor or any other person or entity now or hereafter primarily or

secondarily obligated to pay all or any part of the Debt (Mortgagor and each

such other person or entity being herein called an "OBLIGOR") or (b) the

obligations of any Obligor shall cease to exist by operation of law or for any

other reason. The Debt also includes all reasonable attorneys' fees and any

other expenses incurred by Mortgagee in enforcing any of the Credit Documents.

All liens, assignments and security interests created, represented or continued

by this Deed of Trust, both present and future, shall be first, prior and

superior to any lien, assignment, security interest, charge, reservation of

title or other interest heretofore, concurrently or subsequently suffered or

granted by Mortgagor or Mortgagor's successors or assigns, except only statutory

super priority liens for nondelinquent taxes and those other liens (if any)

expressly identified and stated in this Deed of Trust to be senior.



                                       5

{PAGE}



                                   ARTICLE 3

                               SECURITY AGREEMENT



Section 3.1     GRANT OF SECURITY INTEREST. Without limiting any of the

provisions of this Deed of Trust, Mortgagor, as Debtor, and referred to in this

Article as "DEBTOR" (whether one or more) hereby grants to Mortgagee, as Secured

Party, and referred to in this Article as "SECURED PARTY" (whether one or more),

a security interest in all of Debtor's remedies, powers, privileges, rights,

titles and interests (including all of Debtor's power, if any, to pass greater

title than it has itself) of every kind and character now owned or hereafter

acquired, created or arising in and to (i) the Mortgaged Property (including

both that now and that hereafter exist) to the full extent that the Mortgaged

Property may be subject to the Uniform Commercial Code (the "UCC") of the state

or states where the Mortgaged Property is situated; (ii) all equipment,

accounts, general intangibles, fixtures, inventory, chattel paper, notes,

documents and other personal property used, intended or acquired for use, on--or

in connection with the use or operation of--the Mortgaged Property, or otherwise

related to the Mortgaged Property, and all products and proceeds of it,

including all security deposits under Leases now or at any time hereafter held

by or for Debtor's benefit, all monetary deposits which Debtor has been required

to give to any public or private utility with respect to utility services

furnished to the Mortgaged Property, all funds, accounts, instruments, accounts

receivable, documents, trademarks, trade names and symbols used in connection

therewith, and notes or chattel paper arising from or by virtue of any

transactions related to the Mortgaged Property, all permits, licenses,

franchises, certificates, and other rights and privileges obtained in connection

with the Mortgaged Property, and all guaranties and warranties obtained with

respect to all improvements, equipment, furniture, furnishings, personal

property and components of any thereof located on or installed at the Mortgaged

Property; and (iii) the following described property:



      (a)   CONTRACTS. All contracts now or hereafter entered into by and

between Debtor and any Original Contractor (as such term is defined in Section

53.001(7) of the Texas Property Code) or between Debtor and any other party, as

well as all right, title and interest of Debtor under any subcontracts,

providing for the construction (original, restorative or otherwise) of any

improvements to or on any of the Mortgaged Property or the furnishing of any

materials, supplies, equipment or labor in connection with any such

construction.



      (b)   PLANS. All of the plans, specifications and drawings (including plot

plans, foundation plans, floor plans, elevations, framing plans, cross-sections

of walls, mechanical plans, electrical plans and architectural and engineering

plans and architectural and engineering studies and analyses) heretofore or

hereafter prepared by any architect, engineer or other design professional, in

respect of any of the Mortgaged Property.



      (c)   DESIGN, ETC. AGREEMENTS. All agreements now or hereafter entered

into with any person or entity in respect of architectural, engineering, design,

management, development or consulting services rendered or to be rendered in

respect of planning, design, inspection or supervision of the construction,

management or development of any of the Mortgaged Property.



                                       6

{PAGE}



      (d)   LENDER OR INVESTOR COMMITMENTS. Any commitment issued by any lender

or investor other than Mortgagee to finance or invest in any of the Mortgaged

Property.



      (e)   BONDS. Any completion bond, performance bond and labor and material

payment bond and any other bond relating to the Mortgaged Property or to any

contract providing for construction of improvements to any of the Mortgaged

Property.



together with all substitutions for and proceeds of any of the foregoing

received upon the rental, sale, exchange, transfer, collection or other

disposition or substitution of it and together with all general intangibles now

owned by Debtor or existing or hereafter acquired, created or arising (whether

or not related to any of the foregoing Property). All the property described or

referred to in this Section is collectively referred to as the "COLLATERAL". The

Mortgaged Property and the Collateral are collectively referred to as the

"PROPERTY". In the event of any express inconsistency between the provisions of

this Section and ARTICLE 9 regarding any Lease, the provisions of ARTICLE 9, to

the extent valid, enforceable and in effect, shall govern and control.



Section 3.2     DEBTOR'S COVENANTS CONCERNING PERSONALTY SUBJECT TO THE UCC.

Debtor covenants and agrees with Secured Party that in addition to and

cumulative of any other remedies granted in this Deed of Trust to Secured Party

or the Trustee, upon or at any time after the occurrence of an Event of Default

(defined in ARTICLE 6) or if Secured Party shall deem payment of the Debt to be

insecure:



      (a)   Secured Party is authorized, in any legal manner and without breach

of the peace, to take possession of the Collateral (Debtor hereby WAIVING all

claims for damages arising from or connected with any such taking) and of all

books, records and accounts relating thereto and to exercise without

interference from Debtor any and all rights which Debtor has with respect to the

management, possession, operation, protection or preservation of the Collateral,

including the right to sell or rent the same for the account of Debtor and to

deduct from such sale proceeds or such rents all costs, expenses and liabilities

of every character incurred by Secured Party in collecting such sale proceeds or

such rents and in managing, operating, maintaining, protecting or preserving the

Collateral and to apply the remainder of such sales proceeds or such rents on

the Debt in such manner as Secured Party may elect. Before any sale, Secured

Party may, at its option, complete the processing of any of the Collateral

and/or repair or recondition the same to such extent as Secured Party may deem

advisable and any sums expended therefor by Secured Party shall be reimbursed by

Debtor. Secured Party may take possession of Debtor's premises to complete such

processing, repairing and/or reconditioning, using the facilities and other

property of Debtor to do so, to store any Collateral and to conduct any sale as

provided for herein, all without compensation to Debtor. All costs, expenses,

and liabilities incurred by Secured Party in collecting such sales proceeds or

such rents, or in managing, operating, maintaining, protecting or preserving

such properties, or in processing, repairing and/or reconditioning the

Collateral if not paid out of such sales proceeds or such rents as hereinabove

provided, shall constitute a demand obligation owing by Debtor and shall bear

interest from the date of expenditure until paid at the Past Due Rate (as

defined in ARTICLE 7 below), all of which shall constitute a portion of the

Debt. If necessary to obtain the possession provided for above, Secured Party

may invoke any and all legal remedies to dispossess Debtor, including

specifically one or more actions for forcible entry and detainer. In connection

with any action taken by Secured Party pursuant to this Section, Secured Party



                                       7

{PAGE}



shall not be liable for any loss sustained by Debtor resulting from any failure

to sell or let the Collateral, or any part thereof, or from other act or

omission of Secured Party with respect to the Collateral unless such loss is

caused by the willful misconduct and bad faith of Secured Party, nor shall

Secured Party be obligated to perform or discharge any obligation, duty, or

liability under any sale or lease agreement covering the Collateral or any part

thereof or under or by reason of this instrument or the exercise of rights or

remedies hereunder.



      (b)   Secured Party may, without notice except as hereinafter provided,

sell the Collateral or any part thereof at public or private sale (with or

without appraisal or having the Collateral at the place of sale) for cash, upon

credit, or for future delivery, and at such price or prices as Secured Party may

deem best, and Secured Party may be the purchaser of any and all of the

Collateral so sold and may apply upon the purchase price therefor any of the

Debt and thereafter hold the same absolutely free from any right or claim of

whatsoever kind. Secured Party is authorized at any such sale, if Secured Party

deems it advisable or is required by applicable law so to do, to disclaim and to

refuse to give any warranty, and to impose such other limitations or conditions

in connection with any such sale as Secured Party deems necessary or advisable

in order to comply with applicable law. Upon any such sale Secured Party shall

have the right to deliver, assign and transfer to the purchaser thereof the

Collateral so sold. Each purchaser at any such sale shall hold the property sold

absolutely free from any claim or right of whatsoever kind, including any equity

or right of redemption, stay or appraisal which Debtor has or may have under any

rule of law or statute now existing or hereafter adopted. To the extent notice

is required by applicable law, Secured Party shall give Debtor written notice at

the address set forth herein (which shall satisfy any requirement of notice or

reasonable notice in any applicable statute) of Secured Party's intention to

make any such public or private sale. Such notice (if any is required by

applicable law) shall be personally delivered or mailed, postage prepaid, at

least ten (10) calendar days before the date fixed for a public sale, or at

least ten (10) calendar days before the date after which the private sale or

other disposition is to be made, unless the Collateral is of a type customarily

sold on a recognized market, is perishable or threatens to decline speedily in

value. Such notice (if any is required by applicable law), in case of public

sale, shall state the time and place fixed for such sale or, in case of private

sale or other disposition other than a public sale, the time after which the

private sale or other such disposition is to be made. Any 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 in the notice of such sale. At any sale the

Collateral may be sold in one lot as an entirety or in separate parcels as

Secured Party may determine. Secured Party shall not be obligated to make any

sale pursuant to any such notice. 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 any time and place fixed for the

sale, and such sale may be made at any time or place to which the same may be so

adjourned. In case of any sale of all or any part of the Collateral on credit or

for future delivery, the Collateral so sold may be retained by Secured Party

until the selling price is paid by the purchaser thereof, but Secured Party

shall incur no liability in case of the failure of such purchaser to take up and

pay for the Collateral so sold, and in case of any such failure, such Collateral

may again be sold upon like notice. Each and every method of disposition

described in this Section shall constitute disposition in a commercially

reasonable manner. Each Obligor, to the extent applicable, shall remain liable

for any deficiency.



                                       8

{PAGE}



      (c)   Secured Party shall have all the rights of a secured party after

default under the Uniform Commercial Code of Texas and in conjunction with, in

addition to or in substitution for those rights and remedies:



            (i)   Secured Party may require Debtor to assemble the Collateral

      and make it available at a place Secured Party designates which is

      mutually convenient to allow Secured Party to take possession or dispose

      of the Collateral; and



            (ii)  it shall not be necessary that Secured Party take possession

      of the Collateral or any part thereof before the time that any sale

      pursuant to the provisions of this Article is conducted and it shall not

      be necessary that the Collateral or any part thereof be present at the

      location of such sale; and



            (iii) before application of proceeds of disposition of the

      Collateral to the Debt, 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 Secured Party, each Obligor, to the extent applicable, to

      remain liable for any deficiency; and



            (iv)  the sale by Secured Party of less than the whole of the

      Collateral shall not exhaust the rights of Secured Party hereunder, and

      Secured Party is specifically empowered to make successive sale or sales

      hereunder until the whole of the Collateral shall be sold; and, if the

      proceeds of such sale of less than the whole of the Collateral shall be

      less than the aggregate of the indebtedness secured hereby, this Deed of

      Trust and the security interest created hereby shall remain in full force

      and effect as to the unsold portion of the Collateral just as though no

      sale had been made; and



            (v)   in the event any sale hereunder is not completed or is

      defective in the opinion of Secured Party, such sale shall not exhaust the

      rights of Secured Party hereunder and Secured Party shall have the right

      to cause a subsequent sale or sales to be made hereunder; and



            (vi)  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 as to nonpayment of any indebtedness or as to the

      occurrence of any default, or as to Secured Party having declared all of

      such indebtedness to be due and payable, or as to notice of time, place

      and terms of sale and the Collateral to be sold having been duly given, as

      to any other act or thing having been duly done by Secured Party, shall be

      taken as prima facie evidence of the truth of the facts so stated and

      recited; and



            (vii) Secured Party 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 Secured Party, including the sending of notices and the conduct of

      sale, but in the name and on behalf of Secured Party; and



                                       9

{PAGE}



            (viii) demand of performance, advertisement and presence of property

      at sale are hereby WAIVED and Secured Party is hereby authorized to sell

      hereunder any evidence of debt it may hold as security for the secured

      indebtedness. All demands and presentments of any kind or nature are

      expressly WAIVED by Debtor. Debtor WAIVES the right to require Secured

      Party to pursue any other remedy for the benefit of Debtor and agrees that

      Secured Party may proceed against any Obligor for the amount of the Debt

      owed to Secured Party without taking any action against any other Obligor

      or any other person or entity and without selling or otherwise proceeding

      against or applying any of the Collateral in Secured Party's possession.



Section 3.3     UCC RIGHTS ARE NOT EXCLUSIVE. Should Secured Party elect to

exercise its rights under the UCC as to part of the personal property or

fixtures described in this Deed of Trust, such election shall not preclude

Secured Party or the Trustee from exercising any or all of the rights and

remedies granted by the other Articles of this Deed of Trust as to the remaining

personal property or fixtures.



Section 3.4     DEED OF TRUST IS ALSO FINANCING STATEMENT. Secured Party may, at

its election, at any time after delivery of this Deed of Trust, file an original

of this Deed of Trust as a financing statement or sign one or more copies of

this Deed of Trust to use as a UCC financing statement. Secured Party's

signature may be placed between the last sentence of this Deed of Trust and

Debtor's acknowledgment or may follow Debtor's acknowledgment. Secured Party's

signature need not be acknowledged and is not necessary to the effectiveness of

this Deed of Trust as a deed of trust, mortgage, assignment, pledge, security

agreement or (unless otherwise required by applicable law) as a financing

statement.



Section 3.5     NO OTHER FINANCING STATEMENTS ON THE COLLATERAL. So long as any

amount remains unpaid on the Debt, Debtor will not execute and there will not be

filed in any public office any financing statements affecting the Collateral

other than financing statements in favor of Secured Party under this Deed of

Trust, unless prior written specific consent and approval of Secured Party shall

have been first obtained.

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