DEED OF TRUST

Tarrant County

County Recording Fee: $_____

THE STATE OF TEXAS

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Know All Men By These Presents

COUNTY OF TARRANT

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Date:

February 28, 2007

Grantor(Debtor):

BCI Communications, Inc.

20 Bushes Lane

Elmwood Park, New Jersey 07407

Trustee:

Michael H. Myers

Beneficiary

(Secured Party):

J&J Leasing Partnership

(To Be Added)

Arlington, Texas (TBD)

Promissory Note:

Date:

February 28, 2007

Amount:

$1,750,000.00, which bears a fixed rate of interest as therein set forth.

Maker:

Grantor.

Payee:

Beneficiary.

Maturity Date:

Property:

Being all of Block 10-R, ARLINGTON HEIGHTS ADDITION, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat recorded in Volume 388-48, Page 66, Plat Records of Tarrant County, Texas, in the E. Daggett Survey, A-430, together with all its present or future improvements, appurtenances, fixtures intended to be installed thereon or in or upon the improvements or used in the development of the above referenced real property.

Priority of Lien:

First

Prior Lien(s):

None

(1)

Grantor will pay said indebtedness and the interest thereon as the same become due and payable.

(2)

Grantor will pay before the same become delinquent, all taxes, assessments and special assessments (including paving) of every kind that may be assessed or levied against said Property or any part thereof.

(3)

If said indebtedness or lien(s) securing same or this Deed of Trust shall ever be taxed (excluding income or death taxes) Grantor will pay such taxes in addition to the interest provided for herein and in said Note and/or other evidence of said indebtedness, provided the total of such interest and such taxes shall never exceed the maximum rate of interest permitted by applicable law; and any excess if paid shall be applied on said principal.

(4)

Until final payment of said indebtedness Grantor will keep all buildings that may at any time be on the above described land insured against fire, and other perils included within “extended coverage” insurance and against such other hazards, casualties and contingencies, including flood insurance if the Property shall at any time be located in an identified “flood prone area” in which flood insurance has ever been made available pursuant to the Flood Disaster Protection Act of 1973, and in such amounts and for such periods as may be required by Beneficiary, naming Beneficiary as an additional insured as its interest may appear.

(6)

Within ten days before or at any time after same become delinquent, Beneficiary may (but is not obligated) pay the aforementioned taxes, and Grantor shall promptly repay same. Any amount so paid shall become a part of the indebtedness secured by this Deed of Trust, and the repayment thereof shall be secured by the lien of this Deed of Trust.

(7)

During the life of this Deed of Trust should any improvements or alterations be made or erected upon the said Property, this Deed of Trust shall attach to such improvements and alterations as additional security and shall constitute a first lien not only against the real estate and present improvements but also against such future alterations or improvements prior to any other lien(s) that may be given or created and such other lien(s) shall be and remain a second lien inferior to the lien of this Deed of Trust.

(8)

Grantor may not sell, convey, transfer, dispose of or further encumber the Property or any part thereof or any interest therein or permit the assumption of the indebtedness secured by this Deed of Trust or agree to do so without first obtaining the written consent of Beneficiary thereto, which said consent will not be unreasonably withheld. Upon the occurrence of any of such events without the written consent of Beneficiary having first been obtained, then Beneficiary shall have the right, at its option, to declare all sums secured hereby immediately due and payable. If Beneficiary consents to any such transaction and/or to assumption of the indebtedness secured by this Deed of Trust, regardless of whether an assumption fee is charged and/or an increase in the interest rate is made, Grantor shall not be released from any obligations hereunder. Consent to any such transaction shall not be deemed to be consent or waiver of a necessity of consent to any other, further or successive transactions.

(9)

If this Deed of Trust lien should ever be held to be invalid as to any portion of said indebtedness, the first payments made on said indebtedness shall be applied on the portion as to which the lien is held invalid.

(10)

Any monies paid in condemnation proceedings or under threat thereof or in any governmental taking of all or any part of the mortgaged Property shall be paid to the Beneficiary for application on the indebtedness in such order as Beneficiary may determine, or Beneficiary, at its reasonable election, may release all or part of such monies for use in repairing or restoring the Property.

(11)

If the Property or any part shall have been sold at Trustee=s sale or foreclosure of this Deed of Trust, Beneficiary shall have the right to receive any insurance proceeds or award or payment as the case may be to the extent of any deficiency remaining after Trustee=s or foreclosure sale with interest thereon and reasonable attorneys= fees, costs and disbursements incurred by Beneficiary in connection with the collection of such monies.

(12)

No waiver by Beneficiary expressed or implied of any breach of any one or more of the covenants or agreements herein contained shall be deemed or taken to be a waiver of the continuation of such breach or any succeeding or other breach. No express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated.

(13)

The rights of Beneficiary under the clauses, covenants and agreements contained in this Deed of Trust shall be separate, distinct and cumulative and none of them shall be an exclusion of the other. No act of Beneficiary shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision.

(14)

If Grantor or any subsequent owner of the above Property or any part thereof owns or at any time during the life of this Deed of Trust shall own any interest in the adjacent streets, roads, alleys or ways or improvements thereon, or any easements or appurtenances adjoining and used in connection with the above described Property, then such interest shall be included within the terms of this Deed of Trust and shall constitute a part of the Property subject to the lien hereof.

(15)

In the event of any breach by Grantor or failure to observe any of the agreements or covenants herein contained, then and at any time thereafter during the continuation of such breach or nonobservance, said indebtedness and all interest accrued thereon shall at the option of Beneficiary or other legal holder of said indebtedness or any part immediately become due and payable without notice, notice of intention to accelerate, notice of acceleration (notice being expressly waived), demand or presentment and the holder of said indebtedness or any part may proceed to collect same by sale under this Deed of Trust, suit for personal judgment, court foreclosure, receivership and/or otherwise as such holder may elect.

(16)

Notwithstanding of any other provision in this Deed of Trust, or in the Note, or any other evidence of indebtedness, Grantor shall never be required to pay any unearned interest on the indebtedness and shall never be required to pay interest thereon at any rate in excess of the maximum allowed by law. Any excess if paid shall be credited on principal.

(17)

Without affecting the liability of Grantor or any other person (except any person expressly released in writing) for payment of said indebtedness or for performance of any obligation contained herein, and without affecting the rights of Beneficiary with respect to any security not expressly released in writing, Beneficiary may, at any time and from time to time, either before or after the maturity of said indebtedness, and without notice or consent: (i) refuse to comply with any request of Grantor or any other party so obligated to take action to foreclose this mortgage; (ii) release any person liable for payment of all or any part of the indebtedness or for performance of any obligation; (iii) make any agreement extending the time or otherwise altering the terms of payment of all or any part of the indebtedness, or modifying or waiving any obligation, or subordinating, modifying or otherwise dealing with the lien or charge hereof; (iv) release regardless of consideration any part of the security held for indebtedness without, as to the remainder of security, in any way impairing or affecting the lien and rights under this Deed of Trust or other security or the priority of such lien(s) over any subordinate lien. Beneficiary may resort for the payment of said indebtedness to any security therefore in such order and manner as Beneficiary may elect.

(18)

Grantor covenants that, except in the ordinary course of Grantor’s business,: (a) no substances, including without limitation, asbestos or any substance containing asbestos and deemed hazardous under any Hazardous Material Law (defined below), the group of organic compounds known as polychorinated biphenyls, flammable explosives, radioactive materials, chemicals known to cause cancer or reproductive toxicity, pollutants, effluents, contaminants, emissions or related materials and any items included in the definition of hazardous or toxic waste, materials or substances (“Hazardous Materials”) under any law relating to the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. '' 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. '' 9601-9657, as amended by the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. '' 6901, et seq., the Federal Water Pollution Control Act, 33 U.S.C. '' 1251 et seq., the Clean Air Act, 42 U.S.C. 11 741 et seq., the Clean Water Act, 33 U.S.C. 175-401, the Toxic Substances Control Act, 15 U.S.C. '' 2601-2629, the Safe Drinking Water Act, 42 U.S.C. '' 300f-300j, and all similar federal, state and local environmental statutes, ordinances and regulations, orders, decrees now or hereafter promulgated thereunder (collectively, the “Hazardous Materials laws”), shall be installed, used, generated, manufactured, treated, handled refined, produced, processed, stored or disposed of, or otherwise present in, on or under the Property; (b) no activity shall be undertaken on the Property which would cause (i) the Property or any part thereof to become a hazardous waste treatment, storage or disposal facility within the meaning of, or otherwise bring the Property within the ambit of RCRA or any Hazardous Material Law, (ii) a release of threatened release of Hazardous Materials from the Property within the meaning of, or otherwise bring the Property within the ambit of CERCLA or SARA or any Hazardous Material Law, or (iii) the discharge of Hazardous Materials into any watercourse, body of surface or subsurface water or wetland, or the discharge into the atmosphere of any Hazardous Material which would require a permit under any Hazardous Material Law; (c) no activity shall be undertaken with respect to the Property which would cause a violation or support a claim under RCRA, CERCLA, SARA or any Hazardous Material Law; and (d) no underground storage tanks or underground deposits shall be located on the Property.

(19)

Grantor shall pay, and shall defend, protect, indemnify and save harmless the Trustee and Beneficiary, their heirs, legal representatives, successors and assigns, from and against, all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising out of Grantor=s interest in the Property from and after the date hereof, or the use, condition or occupancy of such Property from and after the date hereof, including, without limitation, those arising from any or all of the following: (i) injury to or death of any person, on the Property or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof (not arising directly from the Trustee=s or the Beneficiary=s negligent acts or willful misconduct on or about the Property). Upon the occurrence of any event giving rise to liability of the Grantor under the indemnification contained in this Paragraph (19), the Trustee shall give the Grantor notice of such event and a copy of any communication or document received by the Trustee with respect to each event and Grantor shall be entitled to conduct the negotiation or defense of any claim, cause of action, suit, demand or judgment by counsel selected by Grantor, subject to the approval of such counsel by the Trustee in its reasonable judgment. The indemnification provided in this Paragraph (19) shall survive the discharge, release or satisfaction of this Deed of Trust and the payment in full of the Note as to any cause of action, suit, claim, demand or judgment arising from and hereafter the date hereof and prior to such discharge, release or satisfaction. This indemnification shall not extend to any willful misconduct, negligence or bad faith of Trustee or Beneficiary.

THE STATE OF TEXAS

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