DOC

#3877130

The undersignedhereby affirms thatthis does not document submittedfor recording containany personalinformation'

04:57:01 PM 04/30/2010 Electronic Recording Requested By WESTERN TITLE INC RIDGE Washoe County Recorder - Recorder Kathryn L. Burke Fee: $31.00 RPTT: $0 Page 1 of 18

Assessor ParcelNois): 085-261-38 & 085-261-41 & 085-261-41

RECORDATION

REQUESTED

BY:

MAIL TO: WHEN RECORDED PLUMAS BANK, TRUCKEE BRANCH,

11638 DONNER

PASS ROAD, TRUCKEE,

CA

96161

SEND TAX NOTICES TO: NV Highland Stores,Inc;5690 Sun ValleyBoulevard;Sun Valley,

89433 FOR RECORDER'S USE ONLY

DEED THIS DEED

OF

TRUST

OF TRUST is dated April 23, 2010, among Highland Stores, Inc, a Nevada 11638 BRANCH, BANK, whose address is TRUCKEE Corporation ("Grantor");PLUMAS t DONNER PASS ROAD, TRUCKEE, CA 96161 (referred o below sometimes as "Lender" and and sometimes as "Beneficiary"); Western TitleCompany, whose address is 241 Ridge St., to Suite 100, Reno, NV 89501 (referred below as "Trustee").

AND GRANT. For valuableconsideration,rantor irrevocably rants,bargains, G CONVEYANCE g all sells and conveys to Trustee with power of salefor the benefitof Lender as Beneficiary of i Grantor'sright, and interest n and to the followingdescribedrealproperty, title, togetherwith all all existing or subsequently erected or affixed buildings,improvements and fixtures; and ditchrights of water, water rights easements, rights way, and appurtenances;all (including and other rights, oyalties, profits stock in utilities ditchor irrigation with and all r relating rights); all without limitation minerals,oil, to the realproperty, gas, geothermal and similar including locatedinWashoe County, Stateof Nevada: matters,(the"Real Property") See EXHIBIT "A", which isattachedto thisDeed of Trust and made a part of thisDeed of set Trust as iffully forthherein. The Real Property or itsaddress is commonly NV 89433. Valley, known as 5690 Sun Valley Boulevard, Sun

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in and irrevocably ssigns to Lender (alsoknown as Beneficiary Grantor presently, a absolutely, a in this Deed of Trust) allof Grantor's right, title,nd interest and to allpresent and future Grantor grants to Lender a Rents from the Property. In addition, leasesof the Propertyand all interestnthe PersonalProperty. i Uniform Commercial Code security OF RENTS AND THE SECURITY THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF THE INTEREST IN THE PERSONAL (A) PAYMENT PROPERTY, IS GIVEN TO SECURE AND (B) PERFORMANCE OF ANY AND ALL INDEBTEDNESS INCLUDING FUTURE ADVANCES AND THIS DEED OF TRUST. OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, TERMS: THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING AND PERFORMANCE. PAYMENT Except as otherwise provided in thisDeed of Trust,Grantor shall pay to Lender allamounts secured by thisDeed of Trust as they become due, and shall of u and strictly in a timelymanner perform all Grantor'sobligationsnder the Note, thisDeed of Trust,and the RelatedDocuments. The following STATUTORY COVENANTS. StatutoryCovenants are hereby adopted and made a of thisDeed of Trust: Covenants Nos. 1, 3, 4, 5, 6, 7, 8 and 9 of N.R.S. 107.030. For part the totalsum due under failureo pay upon final t Covenant 4, upon default, maturity, including at rateunder the Note. However, in no the Note willcontinue to accrue interest the interest law. ratelimitations under applicable rateexceed the maximum interest event willthe interest The percent of counsel fees under Covenant No. 7 shallbe ten percent(10%). Except for w Covenants Nos. 6, 7, and 8, to the extentany terms of thisDeed of Trust are inconsistent ith control. Covenants 6, 7, and 8 the StatutoryCovenants the terms of thisDeed of Trust shall t shall control over the express terms of any inconsistenterms of thisDeed of Trust. Grantor agrees that Grantor's MAINTENANCE OF THE PROPERTY. AND be provisions: possession and use of the Propertyshall governed by the following POSSESSION Grantor may (1) remain Possessionand Use. Until the occurrenceof an Event of Default, in possession and controlof the Property; (2) use, operate or manage the Property;and the Rents from the Property. (3) collect and promptly maintainthe Propertyin tenantablecondition Duty to Maintain. Grantor shall value. and maintenance necessary to preserveits repairs, eplacements, r perform all Compliance With EnvironmentalLaws. Grantor representsand warrants to Lender that: (1) During the period of Grantor's ownership of the Property, there has been no use, releaseor threatenedreleaseof any manufacture, storage,treatment, disposal, generation, about or from the Property; (2) Grantor Hazardous Substance by any person on, under, has no knowledge of, or reason to believethat there has been, except as previously o disclosedto and acknowledged by Lender in writing, (a) any breach or violation f any Environmental Laws, (b) any use, generation, manufacture, storage,treatment,disposal, releaseor threatened releaseof any Hazardous Substance on, under, about or from the or (c) any actualor threatened owners or occupants of the Property, Propertyby any prior to such matters;and (3) Except as or litigation claimsof any kind by any person relating Grantornor any to disclosed and acknowledged by Lender in writing,(a) neither previously or other authorizeduser of the Property shall use, generate, tenant, contractor, agent manufacture,store, treat, dispose of or release any Hazardous Substance on, under, about s and (b) any such activityhallbe conducted in compliance with all or from the Property;

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and ordinances, includingwithout federal, state, and local laws, regulations applicable limitation allEnvironmentalLaws. Grantor authorizesLender and itsagents to enter upon at and tests, Grantor'sexpense, as Lender may deem the Propertyto make such inspections to appropriate determine compliance of the Propertywith thissectionof the Deed of Trust. be or Any inspections testsmade by Lender shall for Lender's purposes only and shallnot on or be construed to create any responsibility liability the part of Lender to Grantor or to and warranties contained herein are based on any other person. The representations Grantor'sdue diligence investigating Property for Hazardous Substances. Grantor in the hereby (1) releases and waives any future claims against Lender for indemnity or f i contribution n the event Grantor becomes liable or cleanup or other costs under any such laws; and (2) agrees to indemnify,defend, and hold harmless Lender againstany and all or and expenses which Lender may directly claims,losses,liabilities, damages, penalties, f sustainor sufferresultingrom a breach of thissectionof the Deed of Trust or as indirectly release threatened or a consequence of any use, generation, manufacture,storage, disposal, whether or not the i release to occurringprior Grantor's ownership or interest nthe Property, of same was or should have been known to Grantor. The provisions thissectionof the the obligation indemnify and defend, shallsurvivethe payment to Deed of Trust,including of of the Indebtednessand the satisfaction reconveyance of the lien thisDeed of Trust and i whether by of and shall not be affected Lender'sacquisition any interest nthe Property, by or foreclosure otherwise. Nuisance, Waste. Grantor shallnot cause, conduct or permit any nuisance nor commit, of permit,or sufferany stripping or waste on or to the Property or any portionof the not remove, or grant o Grantor will Without limiting generalityf the foregoing, the Property. oiland gas), coal, to remove, any timber, minerals (including to any other party the right or rock products without Lender'sprior writtenconsent. soil, ravel clay,scoria, g Removal of Improvements. Grantor shallnot demolish or remove any Improvements from to the Real Propertywithout Lender'spriorwrittenconsent. As a condition the removal of to any Improvements, Lender may require Grantor to make arrangements satisfactory Lender to replacesuch improvements with improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representativesay enter upon m a the Real Property at allreasonabletimes to attend to Lender'sinterests nd to inspectthe Real Property for purposes of Grantor'scompliance with the terms and conditionsof this Deed of Trust. laws, promptly comply with all Compliance with Governmental Requirements. Grantor shall n ordinances, and regulations, ow or hereafterin effect,of allgovernmental authorities the to the use or occupancy of the Property,includingwithout limitation, applicable Act. Grantor may contest in good faith any such law, Americans With Disabilities ordinance, or regulation and withhold compliance during any proceeding, including L to appropriate appeals,so long as Grantor has notified ender in writingprior doing so and Lender'sinterests the Propertyare not jeopardized. in so long as, in Lender'ssole opinion, Lender may require Grantor to post adequate security or a surety bond, reasonably to satisfactory Lender,to protectLender'sinterest. Duty to Protect. Grantor agrees neitherto abandon or leave unattended the Property. Grantor shalldo allother acts, in additionto those acts set forth above in this section,

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which from the characterand use of the Propertyare reasonablynecessary to protectand preservethe Property. on to TAXES AND LIENS. The following relating the taxes and liens the Propertyare provisions of thisDeed of Trust: part Payment. Grantor shallpay when due (and in allevents priorto delinquency)alltaxes, water and sewer), fines and impositions specialtaxes, assessments, charges (including leviedagainstor on account of the Property,and shallpay when due allclaims for work done on or for servicesrendered or materialfurnished to the Property. Grantor shall o over or equal to the interest f Lender maintainthe Propertyfreeof allliens having priority under thisDeed of Trust,except forthe lienof taxes and assessments not due and except as otherwise provided inthisDeed of Trust. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in to connectionwith a good faith disputeover the obligation pay, so long as Lender'sinterest as in the Property is not jeopardized. Ifalien arisesor is filed a resultof nonpayment, w withinfifteen the lienarisesor, ifalien is filed,ithinfifteen Grantor shall (15) days after secure the discharge of the lien,or if (15) days afterGrantor has notice of the filing, corporatesurety bond or requested by Lender, deposit with Lender cash or a sufficient to Lender in an amount sufficient dischargethe lienplus any to other security satisfactory or of costs and attorneys' fees,or other charges thatcould accrue as a result a foreclosure a defend itselfnd Lender and shallsatisfy saleunder the lien.In any contest,Grantorshall any adverse judgment beforeenforcement againstthe Property. Grantor shallname Lender as an additional obligeeunder any suretybond furnishedinthe contestproceedings. to evidence of Evidence of Payment. Grantorshall upon demand furnish Lender satisfactory payment of the taxes or assessments and shallauthorizethe appropriategovernmental official deliver Lender at any time a writtenstatement of the taxes and assessments to to againstthe Property. Notice of Construction. Grantor shallnotifyLender at leastfifteen (15) days before any work is commenced, any servicesare furnished,or any materialsare supplied to the or materialmen'slien, other liencould be asserted on Property,if any mechanic's lien, or account of the work, services, materials.Grantor willupon request of Lender furnishto to Lender advance assurances satisfactory Lender thatGrantor can and willpay the cost of such improvements. INSURANCE. PROPERTY DAMAGE are a partof thisDeed of Trust. The followingprovisions t the Property relating o insuring

of insurancewith Maintenance of Insurance. Grantorshall procure and maintainpolicies fire on a replacement basis for the fullinsurable standard extended coverage endorsements t value covering all Improvements on the Real Property in an amount sufficiento avoid coinsurance clause,and with a standard mortgagee clause in favor of o application f any insurancein Lender. Grantorshall also procure and maintaincomprehensive generalliability and Lender being named as such coverage amounts as Lender may request with Trustee insurance policies. Grantor shallmaintain i additional nsuredsin such liability Additionally, and but not limited hazard, business interruption, boiler to such other insurance, including writtenin form, amounts, s insurance,as Lender may reasonablyrequire. Policies hallbe

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coverages and basis reasonably acceptable to Lender and issued by a company or deliver to companies reasonablyacceptableto Lender. Grantor,upon requestof Lender,will or of t Lender from time to time the policies certificates insurance in form satisfactoryo that coverages willnot be cancelledor diminishedwithout at Lender, including stipulations include seven (7)days prior writtennoticeto Lender. Each insurancepolicyalsoshall least that coverage in favor of Lender willnot be impairedin any way an endorsement providing of by any act,omission or default Grantoror any other person. Should the Real Propertybe located in an area designated by the Directorof the Federal Emergency Management floodhazard area,Grantor agrees to obtainand maintainFederalFlood Agency as a special if w Insurance, available,ithin45 days afternoticeis given by Lender that the Property is b locatedin a specialfloodhazard area,for the full unpaid principalalance of the loan and set under liens the propertysecuringthe loan,up to the maximum policylimits on any prior the NationalFlood Insurance Program, or as otherwise requiredby Lender, and to maintain such insuranceforthe term of the loan. of promptly notifyLender of any lossor damage to the Application Proceeds. Grantor shall to Lender may make proof of lossifGrantorfails do so withinfifteen (15) days of Property. the casualty. Whether or not Lender's securityis impaired, Lender may, at Lender's the proceeds of any insuranceand apply the proceeds to the receiveand retain election, the Property, the restoration or of the indebtedness, reduction payment of any lien affecting a and repair the Property. IfLender electsto apply the proceeds to restorationnd repair, of or replace the damaged or destroyed improvements in a manner Grantor shall repair t upon satisfactoryroof of such expenditure,pay or p satisfactoryo Lender. Lender shall, if reimburse Grantor from the proceeds for the reasonable cost of repairor restoration thisDeed of Trust. Any proceeds which have not been Grantor is not in defaultunder and which Lender has not committed to the disbursed within 180 days aftertheirreceipt of the Propertyshallbe used first o pay any amount owing to Lender t or repair restoration accrued interest,nd the remainder,ifany, shallbe a under thisDeed of Trust,then to pay IfLender holds any proceeds after b appliedto the principal alance of the Indebtedness. of payment in full the indebtedness,such proceeds shallbe paid to Grantor as Grantor's Interestsay appear. m Grantor'sReport on Insurance. Upon request of Lender, however not more than once a furnishto Lender a reporton each existing policyof insuranceshowing: year, Grantor shall (1) the name of the insurer;(2) the risksinsured; (3) the amount of the policy; (4) the and the manner of the then currentreplacement value of such property, property insured, date of the policy. Grantor shall, that value; and (5) the expiration upon determining to of Lender, have an independentappraiser satisfactory Lender determinethe cash request value replacement cost of the Property. If any actionor proceeding is commenced that would materially LENDER'S EXPENDITURES. of in to affectLender'sinterest the Propertyor ifGrantor fails comply with any provision this to Deed of Trust or any Related Documents, includingbut not limitedto Grantor's failure to dischargeor pay when due any amounts Grantor isrequired dischargeor pay under thisDeed not be obligated of Trust or any RelatedDocuments, Lender on Grantor'sbehalfmay (but shall but not limited dischargingor to to) take any actionthat Lender deems appropriate, ncluding i encumbrances and other claims,at any time leviedor interests, taxes,liens, security paying all placed on the Property and paying allcosts for insuring,maintaining and preserving the

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Property. All such expendituresincurredor paid by Lender for such purposes willthen bear or interest t the ratecharged under the Note from the date incurred paid by Lender to the date a of repayment by Grantor. Allsuch expenses willbecome a part of the Indebtedness and, at Lender'soption, will (A) be payable on demand; (B) be added to the balanceof the Note and be apportionedamong and be payable with any installment payments to become due during i or (2) the remainingterm of the Note; either (1) the term of any applicable nsurancepolicy; or (C) be treatedas a balloonpayment which willbe due and payable at the Note's maturity. shall inaddition be to The Deed of Trust alsowill secure payment of these amounts. Such right other rights and remedies to which Lender may be entitledpon Default. all u to DEFENSE OF TITLE. The following provisionsrelating ownership of the WARRANTY; are a partof thisDeed of Trust: Property o Title.Grantor warrants that: (a)Grantor holds good and marketabletitlef record to the Property in fee simple,free and clearof allliensand encumbrances other than those set i titleeport, final or title or forthinthe Real Propertydescription in any titlensurancepolicy, r opinionissued in favor of, and accepted by, Lender in connection with thisDeed of Trust, thisDeed of to and (b)Grantor has the full right, ower, and authority execute and deliver p Trustto Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and willforeverdefend the titleo the Propertyagainstthe lawfulclaims of allpersons. In the t o event any actionor proceeding iscommenced that questions Grantor'stitle r the interest of Trustee or Lender under thisDeed of Trust,Grantor shalldefend the actionat Grantor's be expense. Grantor may be the nominal party insuch proceeding,but Lender shall entitled to participate the proceeding and to be represented in the proceeding by counsel of in to or Lender's own choice, and Grantor willdeliver, cause to be delivered, Lender such instrumentsas Lender may requestfrom time to time to permitsuch participation. Compliance With Laws. Grantor warrants that the Property and Grantor'suse of the Property complies with all existing applicable laws, ordinances, and regulationsof governmentalauthorities. Survival of Representations and Warranties. All representations, warranties, and Grantor in thisDeed of Trust shall survivethe executionand delivery agreements made by forceand effect of thisDeed of Trust,shall continuingin nature,and shallremain in full be infull. be until such time as Grantor'sindebtednessshall paid to CONDEMNATION. The following provisions relating condemnation proceedingsare a part of thisDeed of Trust: Grantor shallpromptly notify Proceedings. If any proceeding in condemnation is filed, Lender in writing, and Grantor shallpromptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such in proceeding, but Lender shall be entitledto participate the proceeding and to be or representedin the proceeding by counsel of itsown choice, and Grantor willdeliver to cause to be delivered Lender such instrumentsand documentation as may be requested by Lender from time to time to permitsuch participation. of Application Net Proceeds. Ifallor any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieuof condemnation, Lender may

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thatall any portionof the net proceeds of the award be appliedto or at itselection require the indebtedness or the repairor restoration the Property. The net proceeds of the of reasonablecosts,expenses, and attorneys' award shall mean the award after payment of all fees incurredby Trustee or Lender in connection with the condemnation. Grantor waives any legal or equitable interestin the net proceeds and any right to require any t apportionment of the net proceeds of the award. Grantor agrees that Lender isentitled o apply the award in accordance with thisparagraph without demonstratingthat itssecurity has been impaired. The BY GOVERNMENTAL AUTHORITIES. OF TAXES, FEES AND CHARGES to governmental taxes,fees and charges are a partof thisDeed of provisions relating following Trust: IMPOSITION Current Taxes, Fees and Charges. Upon request by Lender, Grantor shallexecute such to documents in addition thisDeed of Trust and take whatever otheractionis requestedby Lender to perfectand continueLender'slienon the Real Property. Grantor shallreimburse Lender for alltaxes, as described below, together with allexpenses incurredin recording, a or perfecting continuingthis Deed of Trust, includingwithout limitationlltaxes, fees, thisDeed of Trust. documentary stamps, and othercharges forrecordingor registering t Taxes. The following shall constitute taxes to which thissectionapplies:(1) a specific ax or thistype of Deed of Trust or upon all any partof the Indebtednesssecured by this upon tax on Grantor which Grantor is authorizedor requiredto Deed of Trust; (2) a specific deduct from payments on the Indebtednesssecured by thistype of Deed of Trust; (3) a tax on thistype of Deed of Trust chargeableagainstthe Lender or the holderof the Note; or and (4) a specific ax on all any portionof the Indebtednessor on payments of principal t m and interest ade by Grantor. Subsequent Taxes. Ifany tax to which thissection appliesis enacted subsequent to the and have the same effect an Event of Default, as date of thisDeed of Trust,thisevent shall Lender may exerciseany or all itsavailable of remedies for an Event of Defaultas provided below unless Grantor either (1) pays the tax before it becomes delinquent,or (2) conteststhe tax as providedabove inthe Taxes and Lienssectionand depositswith Lender to cash or a sufficient satisfactory Lender. corporatesuretybond or other security t FINANCING STATEMENTS. The followingprovisions SECURITY AGREEMENT; relating o this Deed of Trustas a security are a partof thisDeed of Trust: agreement a SecurityAgreement. This instrumentshallconstitute SecurityAgreement to the extent of of a f any of the Propertyconstitutes ixtures,nd Lender shallhave all the rights a secured party under the Uniform Commercial Code as amended from time to time. take whatever actionis requested SecurityInterest. Upon requestby Lender, Grantor shall continue Lender's securityinterest the Rents and Personal in by Lender to perfectand to recordingthisDeed of Trust in the realpropertyrecords,Lender Property. In addition executed counterparts, authorization from Grantor,file may, at any time and without further of Trust as a financingstatement. Grantor shall copies or reproductionsof this Deed interest. in or reimburseLender for all expenses incurred perfecting continuingthissecurity or detach the Personal Property from the Grantor shallnot remove, sever Upon default, Grantor shallassemble any Personal Property not affixedto the Property. Upon default,

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Propertyina manner and at a placereasonablyconvenientto Grantorand Lender and make of t itavailable o Lender withinthree (3) days afterreceipt writtendemand from Lender to law. the extent permittedby applicable Addresses. The mailing addresses of Grantor (debtor)and Lender (secured party) from which information granted by this Deed of Trust may be concerning the securityinterest obtained(each as required the Uniform Commercial Code) are as statedon the first page by of thisDeed of Trust. The followingprovisionsrelating further to FURTHER ASSURANCES; ATTORNEY-IN-FACT. are assurancesand attorney-in-fact a partof thisDeed of Trust: FurtherAssurances. At any time, and from time to time, upon request of Lender, Grantor to or cause to be made, executed or delivered, Lender or will make, execute and deliver, will or to Lender'sdesignee,and when requestedby Lender,cause to be filed,ecorded,refiled, r and placesas Lender may as the case may be, at such times and insuch offices rerecorded, deem appropriate, any and allsuch mortgages, deeds of trust,securitydeeds, security agreements, financing statements, continuation statements, instruments of further and assurance, certificates, other documents as may, in the sole opinion of Lender, be in or desirable orderto effectuate,omplete, perfect, continue,or preserve (1) c necessary under the Note, thisDeed of Trust, and the Related Documents, and Grantor'sobligations on a c and security interestsreated by thisDeed of Trust as first nd priorliens (2) the liens Grantor. Unless prohibited whether now owned or hereafter the Property, by acquiredby costs Grantor shallreimburseLender for all law or Lender agrees to the contraryin writing, to inconnectionwith the mattersreferred inthisparagraph. and expenses incurred to Attorney-in-Fact.If Grantor fails do any of the things referredto in the preceding paragraph,Lender may do so forand inthe name of Grantor and at Grantor'sexpense. For for such purposes, Grantor hereby irrevocably ppointsLender as Grantor'sattorney-in-fact a other things as and doing all the purpose of making, executing, delivering, filing, recording, to i may be necessary or desirable,n Lender'ssole opinion, accomplish the matters referred to inthe precedingparagraph. constitute Event of an at EVENTS OF DEFAULT. Each of the following, Lender's option,shall Defaultunder thisDeed of Trust: t Payment Default.Grantorfails o make any payment when due under the Indebtedness. to Other Defaults. Grantor fails comply with or to perform any other term, obligation, containedinthisDeed of Trust or in any of the RelatedDocuments or covenant or condition covenant or conditioncontained in any to comply with or to perform any term, obligation, other agreement between Lender and Grantor. covenant or Compliance Default. Failureto comply with any other term, obligation, condition containedinthisDeed of Trust,the Note or in any of the RelatedDocuments. of Defaulton Other Payments. Failure Grantor withinthe time requiredby this Deed of Trust to make any payment for taxes or insurance,or any other payment necessary to of dischargeof any lien. preventfiling or to effect Default in Favor of Third Parties. Should Grantor defaultunder any loan, extension of credit, ecurity s agreement, purchase or salesagreement, or any other agreement, infavorof

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affect any of Grantor's property or any other creditoror person that may materially to perform Grantor's Grantor's ability to repay the indebtedness or Grantor's ability under thisDeed of Trustor any of the RelatedDocuments. obligations Defaulton SubordinateIndebtedness. Defaultby Grantor under any subordinateobligation of any suitor other or or instrument securingany subordinateobligation commencement on actionto foreclose subordinatelien the Property. any o FalseStatements. Any warranty,representationr statement made or furnishedto Lender by Grantor or on Grantor'sbehalfunder this Deed of Trust or the Related Documents is eithernow or at the time made or furnishedor falseor misleadingin any material respect, becomes false misleading any time thereafter. or at DefectiveCollateralization. Deed of Trust or any of the Related Documents ceases to This document to createa validand failuref any collateral o be in full forceand effect(including interestr lien) t any time and forany reason. o a perfectedsecurity o of Insolvency. The dissolutionr termination Grantor'sexistenceas a going business,the the appointment of a receiver for any partof Grantor'sproperty, any insolvencyof Grantor, of workout, or the commencement any type of creditor assignment forthe benefit creditors, of any proceeding under any bankruptcy or insolvencylaws by or againstGrantor. of foreciosure forfeiture or Creditor Forfeiture or proceedings, Proceedings. Commencement or any other method, by any creditor whether by judicial repossession proceeding, self-help, of Grantor or by any governmental agency againstany propertysecuringthe indebtedness. This includesa garnishment of any of Grantor'saccounts,including depositaccounts, with thisEvent of Defaultshallnot apply ifthere is a good faithdisputeby Lender. However, or or Grantor as to the validity reasonablenessof the claimwhich isthe basisof the creditor or forfeiture and ifGrantor gives Lender writtennoticeof the creditor forfeiture proceeding or proceeding and depositswith Lender monies or a surety bond for the creditor forfeiture determined by Lender, in itssole discretion, being an adequate as proceeding,inan amount reserveor bond forthe dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtednessor any Guarantor dies or becomes incompetent, or revokes or disputesthe validity or liability of, under,any Guaranty of the Indebtedness. or Adverse Change. A materialadverse change occurs in Grantor'sfinancial ondition, c or performance of the Indebtednessisimpaired. the prospectof payment Lender believes otherthan a defaultin payment iscurableand ifGrantor has Right to Cure. Ifany default, of not been given a noticeof a breach of the same provision thisDeed of Trust withinthe twelve (12)months, itmay be cured ifGrantor,afterLender sends writtennotice preceding withinfifteen to Grantor demanding cure of such default: (1) cures the default (15) days; more than fifteen or (2) ifthe cure requires (15) days, immediately initiates steps which t to Lender deems in Lender'ssole discretion o be sufficient cure the defaultand thereafter to produce continues and completes all reasonable and necessary steps sufficient as soon as reasonablypractical. compliance RIGHTS AND REMEDIES ON DEFAULT. Ifan Event of Defaultoccurs under thisDeed of Trust, Trustee or Lender may exerciseany one or more of the followingrights at any time thereafter,

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and remedies: of not exclude pursuit of Election Remedies. Election Lender to pursue any remedy shall by to any other remedy, and an election make expendituresor to take actionto perform an of t obligation Grantor under thisDeed of Trust,afterGrantor'sfailureo perform, shallnot to a and exerciseitsremedies. affect Lender'sright declare default have the right itsoption without noticeto Grantor at AccelerateIndebtedness. Lender shall to declarethe entire Indebtednessimmediately due and payable,including any prepayment fee which Grantorwould be required pay. to Foreclosure.With respectto all any partof the Real Property, or the Trustee shall have the to have the right forecloseby judicial to right foreclose noticeand sale,and Lender shall by i case in accordance with and to the full extent provided by applicable foreclosure, n either law. UCC Remedies. With respectto all any part of the PersonalProperty, or Lender shallhave all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without noticeto Grantor to take possession of and manage the Property, the Rents, and, whether or not Lender takes possession,collect amounts past due and unpaid, and apply the net proceeds, over and above including Lender's costs, againstthe Indebtedness. In furtheranceof this right, Lender may require to tenant or other user of the Propertyto make payments of rentor use fees directly any Lender. Ifthe Rents are collected Lender,then Grantor irrevocablyesignatesLender as by d to Grantor'sattorney-in-fact endorse instrumentsreceivedin payment thereofin the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or the obligationsorwhich f otherusers to Lender in response to Lender'sdemand shall satisfy the payments are made, whether or not any propergrounds forthe demand existed.Lender may exerciseitsrightsunder this subparagraph eitherin person, by agent, or through a receiver. Appoint Receiver. Lender shallhave the right to have a receiverappointed to take or possession of all any part of the Property,with the power to protectand preserve the or the Rents Property,to operate the Propertypreceding foreclosure sale,and to collect from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receivermay serve without bond if permitted by law. to shall existwhether or not the apparent value Lender'sright the appointment of a receiver a of the Propertyexceeds the Indebtednessby a substantialmount. Employment by Lender shall not disqualify person from servingas a receiver. a Tenancy at Sufferance. IfGrantor remains in possession of the Propertyafterthe Property is sold as provided above or Lender otherwise becomes entitled possession of the to default Grantor,Grantor shallbecome a tenant at sufferanceof Lender or of Propertyupon at the purchaser of the Propertyand shall, Lender's option,either (1) pay a reasonable rental forthe use of the Property, (2) vacate the Propertyimmediatelyupon the demand or of Lender. Other Remedies. Trustee or Lender shallhave any other rightor remedy provided in this Deed of Trustor the Note or availablet law or in equity. a

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Notice of Sale. Lender shallgive Grantor reasonablenoticeof the time and place of any publicsale of the Personal Property or of the time afterwhich any privatesale or other intended dispositionf the PersonalProperty isto be made. Reasonable noticeshallmean o Notices given noticegiven at least ten (10) days beforethe time of the saleor disposition. by Lender or Trustee under the real property foreclosureproceedings shallbe deemed reasonable. Any saleof the PersonalPropertymay be made in conjunctionwith any saleof the Real Property. Sale of the Property. To the extent permittedby applicable aw, Grantor hereby waives any l its and allrightsto have the Property marshalled. In exercising rightsand remedies, the Trustee or Lender shall freeto sell or any partof the Propertytogetheror separately, be all t or in one saleor by separatesales. Lender shallbe entitled o bid at any publicsaleon all of the Property. The power of sale under this Deed of Trust shallnot be any portion a or exhausted by any one or more sales(orattempts to sell) s to all any portionof the Real allof the Real Property has unsold, but shallcontinue unimpaired until Propertyremaining indebtednesshas been paid infull. been sold by exerciseof the power of saleand all a Attorneys' Fees; Expenses. IfLender institutesny suitor actionto enforce any of the t terms of thisDeed of Trust,Lender shallbe entitled o recoversuch sum as the court may fees at trial and upon any appeal. Whether or not any adjudge reasonableas attorneys' court actionis involved, and to the extent not prohibited law, allreasonableexpenses by of Lender incursthat in Lender's opinion are necessary at any time for the protection its shallbecome a partof the Indebtedness payable on interest the enforcement of itsrights or demand and shallbear interest the Note rate from the date of the expenditure until at without limitation, however subjectto repaid. Expenses covered by thisparagraph include, law, Lender's attorneys'fees and Lender's legalexpenses, any limitsunder applicable whether or not there is a lawsuit, fees and expenses for bankruptcy attorneys' including effortsto modify or vacate any automatic stay or injunction), proceedings (including services,the cost of searching appeals, and any anticipated post-judgment collection foreclosurereports), records, obtaining title surveyors' reports, and reports (including insurance,and fees for the Trustee, to the extent permitted by appraisalfees, title to othersums provided law. Grantoralsowill applicable pay any court costs,in addition all fees that Lender,Trustee,or both incur, includeattorneys' by law. Fees and expenses shall if eitheror both are made partiesto any action to enjoin foreclosureor to any legal The fees and expenses are secured by this Deed of proceeding that Grantor institutes. from the Property. Trust and are recoverable have allof the rights and dutiesof Lender as set forthin Rights of Trustee. Trustee shall thissection. to AND OBLIGATIONS OF TRUSTEE. POWERS The followingprovisions relating the powers and obligationsf Trusteeare partof thisDeed of Trust: o as Powers of Trustee. In addition all to powers of Trustee arising a matter of law, Trustee shallhave the power to take the followingactionswith respect to the Property upon the a writtenrequest of Lender and Grantor: (a)joinin preparingand filing map or platof the to the dedication streetsor other rights the public; (b) joinin of Real Property,including on and (c)joinin any any restriction the Real Property; grantingany easement or creating of subordinationor other agreement affecting this Deed of Trust or the interest Lender

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under thisDeed of Trust. to not be obligated notify to any other party of a pending Obligations Notify. Trustee shall or sale under any other trustdeed or lien, of any actionor proceeding in which Grantor, be Lender,or Trusteeshall a party,unlessthe actionor proceedingisbrought by Trustee. law. In meet all Trustee. Trustee shall qualifications requiredforTrustee under applicable and remedies set forthabove, with respectto allor any part of the addition the rights to the Trustee shall have the rightto foreclose noticeand sale,and Lender shall Property, by case in accordance with and to have the right foreclose judicial to foredosure,in either by l the full extent providedby applicable aw. Successor Trustee. Lender,at Lender'soption,may from time to time appoint a successor Trustee to any Trustee appointed under thisDeed of Trust by an instrumentexecuted and acknowledged by Lender and recorded in the officeof the recorderof Washoe County, shall succeed Stateof Nevada. The successor trustee, without conveyance of the Property, and dutiesconferred upon the Trustee in thisDeed of Trust and by to allthe title, power, o law. This procedure for substitutionf Trustee shallgovern to the exclusionof applicable forsubstitution. all other provisions MISCELLANEOUS of Trust: PROVISIONS. are a part of thisDeed The followingmiscellaneous provisions

the Amendments. This Deed of Trust,together with any Related Documents, constitutes entire and agreement of the parties to the matters set forthinthisDeed of as understanding unless given Trust. No alteration or amendment to thisDeed of Trust shallbe effective of to be charged or bound by the alteration the partyor parties in writing and signedby sought or amendment. Annual Reports. Ifthe Property is used for purposes other than Grantor's residence, furnish Lender, upon request, certified to a statement of net operatingincome Grantor shall as receivedfrom the Propertyduring Grantor'spreviousfiscal year in such form and detail mean all cash receipts from the Property Lender shall require."Net operatingincome" shall made inconnectionwith the operation the Property. of lessall cash expenditures Caption Headings. Caption headings in thisDeed of Trust are for convenience purposes of or only and are not to be used to interpret definethe provisions thisDeed of Trust. or Merger. There shallbe no merger of the interest estatecreated by thisDeed of Trust with any other interest estatein the Property at any time held by or for the benefitof or withoutthe writtenconsent of Lender. Lender in any capacity, ApplicableLaw. The Loan secured by thislienwas made under a United States Small to Business Administration (SBA) nationwide program which uses tax dollars assistsmall businessowners. Ifthe United Statesis seeking to enforcethisdocument, then under SBA regulations:(a) When SBA is the holder of the Note, thisdocument and alldocuments evidencing or securing this Loan willbe construed in accordance with federallaw. (b) Lender or SBA may use localor state procedures for purposes such as filing papers, and other purposes. By using these liens, foreclosing recordingdocuments, givingnotice, penalty, immunity from localor statecontrol, procedures,SBA does not waive any federal No tax or liability. Borrower or Guarantor may claim or assert against SBA any localor

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state law to deny any obligation Borrower, or defeat any claim of SBA with respect to of when SBA is arbitration isnot enforceable thisLoan. Any clauseinthisdocument requiring the holderof the Note secured by thisinstrument. No Waiver by Lender. Lender shallnot be deemed to have waived any rightsunder this Deed of Trust unless such waiver is given in writingand signed by Lender. No delay or shall omission on the partof Lender in exercising any right operate as a waiver of such right or any other right. A waiver by Lender of a provisionof this Deed of Trust shallnot or a compliance prejudice constitute waiver of Lender's rightotherwise to demand strict of with that provision any other provision thisDeed of Trust. No priorwaiver by Lender, or a nor any course of dealingbetween Lender and Grantor,shallconstitute waiver of any of Lender's rights of any of Grantor'sobligationss to any futuretransactions. or a Whenever the consent of Lender is required under thisDeed of Trust,the grantingof such consent by Lender in any instanceshallnot constitutecontinuingconsent to subsequent instances and in all cases such consent may be granted or withheldin where such consent is required the solediscretionf Lender. o Ia findsany provision thisDeed of Trustto of Severability.f courtof competent jurisdiction that findingshallnot make the be illegal, or invalid, unenforceableas to any circumstance, or invalid, unenforceableas to any other circumstance. If offending provisionillegal, the shall consideredmodifiedso thatitbecomes legal, be valid feasible, offendingprovision and enforceable, ifthe offendingprovisioncannot be so modified,itshallbe considered deletedfrom thisDeed of Trust. Unless otherwise required law, the illegality, by invalidity, of or unenforceability any provisionof this Deed of Trust shallnot affectthe legality, or of of validity enforceability any other provision thisDeed of Trust. Successors and Assigns. Subjectto any limitations statedinthisDeed of Trust on transfer of of Grantor'sinterest, thisDeed of Trust shall bindingupon and inureto the benefit the be theirsuccessors and assigns. If ownership of the Property becomes vested in a parties, person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of Grantor from the obligations this Deed of of forbearance or extension without releasing Trustor liability under the Indebtedness. Time isof the Essence. Time isof the essence inthe performance of thisDeed of Trust. Waiver of Homestead Exemption. Grantor hereby releasesand waives all rights and benefitsof the homestead exemption laws of the State of Nevada as to allIndebtedness secured by thisDeed of Trust. w DEFINITIONS. The followingcapitalizedords and terms shallhave the followingmeanings allreferencesto when used in thisDeed of Trust. Unless specifically statedto the contrary, dollar amounts shall mean amounts in lawful money of the United States of America. Words includethe plural, nd the plural a shall includethe singular, and terms used in the singular shall as the context may require.Words and terms not otherwisedefinedin thisDeed of Trust shall have the meanings attributedo such terms inthe Uniform Commercial Code: t Beneficiary. The word assigns. means "Beneficiary" PLUMAS BANK, and its successors and

and Borrower. The word "Borrower" means Highland Stores,Incand includesall co-signers

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co-makers signingthe Note and all their successorsand assigns. Deed of Trust. The words "Deed of Trust"mean thisDeed of Trust among Grantor,Lender, and Trustee. means the DefaultsetforthinthisDeed of Trust inthe section Default.The word "Default" titled Default". " federal and EnvironmentalLaws. The words "EnvironmentalLaws" mean any and all state, of local and ordinances relatingo the protection human healthor the t statutes, regulations the Comprehensive Environmental Response, environment, including without limitation Act and Liability of 1980, as amended, 42 U.S.C. Section 9601, et seq. Compensation, Act of 1986, Pub. L. No. ("CERCLA"), the Superfund Amendments and Reauthorization 99-499 ("SARA"), the Hazardous Materials Act, 49 U.S.C. Section 1801, et Transportation seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or stateor federal or other applicable laws, rules, regulationsdopted pursuant thereto. a set forth Event of Default.The words "Event of Default"mean any of the events of default sectionof thisDeed of Trust. inthisDeed of Trust inthe events of default Grantor. The word "Grantor"means Highland Stores,Inc. or Guarantor. The word "Guarantor"means any guarantor, surety, accommodation party of of any or all the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including or without limitation guaranty of all partof the Note. a Hazardous Substances. The words "Hazardous Substances" mean materials that,because of theirquantity,concentrationor physical,chemical or infectious characteristics, may hazard to human healthor the environment when cause or pose a present or potential improperly used, treated,stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in theirvery broadest or hazardous or toxicsubstances, materials sense and includewithout limitation and all any waste as defined by or listedunder the Environmental Laws. The term "Hazardous without limitation, Substances" also includes, petroleum and petroleum by-products or any fraction thereofand asbestos. Improvements. The word "Improvements" means allexistingand future improvements, mobile homes affixedon the Real Property, facilities, additions, structures, buildings, and otherconstruction the Real Property. on replacements a Indebtedness. The word "indebtedness"means allprincipal, interest,nd other amounts, costs and expenses payable under the Note or Related Documents, together with all of f renewals of, extensions of, modifications of, consolidations and substitutions or the Note or RelatedDocuments and any amounts expended or advanced by Lender to discharge or Grantor's obligations expenses incurred by Trustee or Lender to enforce Grantor's o under thisDeed of Trust,togetherwith interestn such amounts as provided in obligations thisDeed of Trust. Lender. The word "Lender"means PLUMAS successorsand assigns. BANK, its

Note. The word "Note" means the promissory note dated April23, 2010, in the original

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amount of $1,115,000.00 from Grantor to Lender,together with allrenewals of, principal forthe extensionsof, modifications f, refinancings f,consolidationsf, and substitutions o o o promissory note or agreement. The maturitydate of thisDeed of Trust is April29, 2035. THE NOTE CONTAINS A VARIABLE INTEREST RATE. NOTICE TO GRANTOR: m Personal Property. The words "Personal Property" mean allequipment, fixtures, obile acceded to the homes, manufactured homes or modular homes which have not been legally of realpropertyinaccordance with Nevada law, and otherarticles personalpropertynow or attached or affixedto or used in the owned by Grantor, and now or hereafter hereafter operationof the Real Property;together with allaccessions,parts,and additionsto, all f replacements of, and allsubstitutions or, any of such property;and together with all without limitation insuranceproceeds and refundsof premiums) from all proceeds (including of any saleor other disposition the Property. Property. The word "Property" means Property. the Real Property and the Personal collectively

as interests and rights, Real Property. The words "Real Property"mean the realproperty, further describedinthisDeed of Trust. Related Documents. The words "Related Documents" mean allpromissory notes, credit security agreements, agreements, loan agreements, environmentalagreements, guaranties, other instruments, deeds, collateral security mortgages, and all mortgages, deeds of trust, executed inconnectionwith existing, agreements and documents, whether now or hereafter the indebtedness. Rents. The word "Rents" means allpresent and future rents,revenues, income, issues, and derivedfrom the Property. royalties, profits, otherbenefits Trustee. The word "Trustee"means Western Title Company, whose address is 241 Ridge o St.,Suite 100, Reno, NV 89501 and any substitute r successortrustees. HAVING READ GRANTOR ACKNOWLEDGES AND GRANTOR AGREES TO ITS TERMS. GRANTOR: ALL THE PROVISIONS OF THIS DEED OF TRUST,

HIGHLAND

STORES, INC

JasbirS Chaha

resident Highland Stores,Inc of

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CORPORATE

ACKNOWLEDGMENT

STATE OF

) ) SS

COUNTY

OF

This instrumentwas acknowledged before me on , c., 712/7 c /67 by Jasbir S of of President Highland Stores,Inc,as designated'agent Hi hland Stores,Inc. Chahal, P HANsoN -State Nevada? Public of Notary Recorded county w Appointmentin ashoe No: &3503-2 August2012 9 Expires 30.

- ** of o (Signature notarialfficer) Notary Publicinand forStateof /

if (Seal, any)

REO.UEST FOR FULL RECONVEYANCE have been paid in full) (To be used only when obligations To: , Trustee

The undersigned is the legalowner and holder of allIndebtedness secured by this Deed of You are Trust. All sums secured by this Deed of Trust have been fully paid and satisfied. directed, payment to you of any sums owing to you under the terms of thisDeed hereby upon of Trustor pursuant to any applicable t statute, o cancelthe Note secured by thisDeed of Trust and to reconvey, without warranty, to (which isdelivered you togetherwith thisDeed of Trust), the terms of thisDeed of Trust,the estatenow held by you under to the parties designatedby thisDeed of Trust. Pleasemailthe reconveyance and RelatedDocuments to:

Date:

Beneficiary: By: Its:

Inc.1997, 2010. LASER PRO Lending,Ver. 5.50.00.006 Copr. Harland Financial olutions, S AllRightsReserved. - NV/CA L:\CFI\LPL\GO1.FC TR-11019 PR-139

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OrderNo. 030708-PAH

EXHIBIT

"A"

LegalDescription asfollows: StatefNevada, escribed o d All that ertain property c real situate County Washoe, inthe of 1/4 20 Northwest ofthe 1/4 Southeast ofSection Township North,ange20 a ofthe Northwest/4 1 ofthe 18, R Being portion M East,.D.B.&M. PARCEL 1: 1/4 Northwest/4 1 oftheSoutheast ofSection 1/4 o Northwest ofthe COMMENCING at Northwest the cornerfthe 18, 12"West128.16 thenceorth N 89041'29" 60 feet; thence outh0002' S 20 M East, R Township North,ange20 East,.D.B.&M.; inDeedtoSIL SOARES, etux, recorded a corner described March 17,1971, s feetothe t c parcel southwesterly ofthatertain thence the Soares the of line File o. 200540, fficial N O said Records, point eing true along southerly ofsaid b point beginning; thence outh S West131.12 corner Soaresarcel; 0002'21" North 83020'18" 164.11 eetothe East f t southeasterly ofsaid p parcel as described inDeedtoMILDRED J. June feetothe t corner c FRANK, recorded 28,1973, northeasterly ofthat ertain parcel South 89039'54" feet line Frank West162.99 to File o. 291980, fficial N O thencelong northerly ofsaid the Records; a parcel, t of East f m true corner Frank thenceorth N 0002'l2" 112.75 eetoreorlessothe the point northwesterly ofsaid parcel; beginning. PARCEL 2: Northwest ofthe 1/4 Northwest/4 1 ofthe Southeast ofSection 1/4 at Northwest cornerfthe o COMMENCING the 18, West30.00 N thenceorth 89041'29" 60.00 thenceouth S 0002'l2" 20 North,ange20 East, M.D.B.&M.; East, feet; Township R of North S f true feetothe t true ointfbeginning; thenceromthe o f thence outh East, point beginning, 89041'29" 163.00 eet; p N 0002'l2" 98.16 tothe true oint 164.11 eet; feet 0002'21" West80.00 thenceouth S 83.20'l8" West, f thence orth p East, feet; ofbeginning. Sale inthe inthat ertain c metes andbounds NOTE: The above Grant,argain, Deedrecorded B appeared previously description No. 1085947 ofOfficial Records. N asDocument ofthe Recorder ofWashoe County,evadaon July 1986, ofilce 18, County

Assessor's Number(s): Parcel 085-261-38 and085-261-41 085-261-41

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