
                                 TRUST AGREEMENT


                            dated as of June 2, 1999


                                     between

                            FIRST UNION NATIONAL BANK
                                 as the Holder,

                                       and

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                              as the Owner Trustee







                            DTSD REALTY TRUST 1999-1




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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I DEFINITIONS......................................................   1
         SECTION 1.1 Definitions...........................................   1
         SECTION 1.2 Interpretation........................................   1

ARTICLE II AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENT;
                  DECLARATION OF TRUST BY TRUST COMPANY....................   2
         SECTION 2.1 Authority To Execute and Perform Various Documents....   2
         SECTION 2.2 Declaration of Trust by Trust Company.................   2

ARTICLE III CONTRIBUTIONS AND PAYMENTS.....................................   3
         SECTION 3.1 Procedure for Holder Advances; Certificates...........   3
         SECTION 3.2 Holder Yield..........................................   4
         SECTION 3.3 Scheduled Return of Holder Advances...................   4
         SECTION 3.4 Early Return of Advances..............................   4
         SECTION 3.5 Payments from Trust Estate Only.......................   5
         SECTION 3.6 Method of Payment.....................................   5
         SECTION 3.7 Computation of Yield..................................   6
         SECTION 3.8 Conversion and Continuation Options...................   6
         SECTION 3.9 Notice of Amounts Payable.............................   7

ARTICLE IV COLLECTIONS AND DISTRIBUTIONS...................................   8
         SECTION 4.1 Collections and Remittances by the Owner Trustee......   8
         SECTION 4.2 Priority of Distributions.............................   8
         SECTION 4.3 Excepted Payments.....................................   8
         SECTION 4.4 Distributions after Default...........................   9

ARTICLE V DUTIES OF THE OWNER TRUSTEE......................................   9
         SECTION 5.1 Notice of Certain Events..............................   9
         SECTION 5.2 Action Upon Instructions..............................   9
         SECTION 5.3 Indemnification.......................................   9
         SECTION 5.4 No Duties Except as Specified In Trust Agreement
                     or Instructions.......................................  10
         SECTION 5.5 No Action Except Under specified Documents or
                     Instructions..........................................  10
         SECTION 5.6 Absence of Duties.....................................  10

ARTICLE VI THE OWNER TRUSTEE...............................................  11
         SECTION 6.1 Acceptance of Trust and Duties........................  11
         SECTION 6.2 Furnishing of Documents...............................  12
         SECTION 6.3 No Representations or Warranties as to the
                     Properties or Operative Agreements....................  12
         SECTION 6.4 No Segregation of Moneys; No Interest.................  12
         SECTION 6.5 Reliance; Advice of Counsel...........................  12
         SECTION 6.6 Liability With Respect to Documents...................  13

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         SECTION 6.7 Not Acting In Individual Capacity.....................  13
         SECTION 6.8 Books and Records; Tax Returns........................  13

ARTICLE VII INDEMNIFICATION OF THE OWNER TRUSTEE...........................  14
         SECTION 7.1 Indemnification Generally.............................  14
         SECTION 7.2 Compensation and Expenses.............................  14

ARTICLE VIII TERMINATION OF TRUST AGREEMENT................................  14
         SECTION 8.1 Termination of Trust Agreement........................  14
         SECTION 8.2 Termination at Option of the Holder...................  15
         SECTION 8.3 Termination at Option of the Owner Trustee............  15
         SECTION 8.4 Actions by the Owner Trustee Upon Termination.........  15

ARTICLE IX SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES AND
                  SEPARATE OWNER TRUSTEES..................................  16
         SECTION 9.1 Resignation of the Owner Trustee; Appointment
                     of Successor..........................................  16
         SECTION 9.2 Co-Turstees and Separate Trustees.....................  17
         SECTION 9.3 Notice................................................  19

ARTICLE X AMENDMENTS.......................................................  20
         SECTION 10.1 Amendments...........................................  20
         SECTION 10.2 Limitation on Amendments.............................  20

ARTICLE XI MISCELLANEOUS...................................................  20
         SECTION 11.1 No Legal Title to Trust Estate in the Holders........  20
         SECTION 11.2 Sales of a Property by the Owner Trustee is
                      Binding..............................................  20
         SECTION 11.3 Limitations on Rights of Others......................  21
         SECTION 11.4 Notices..............................................  21
         SECTION 11.5 Severability.........................................  21
         SECTION 11.6 Limitation on the Holder's Liability.................  21
         SECTION 11.7 Separate Counterparts................................  21
         SECTION 11.8 Successors and Assigns...............................  21
         SECTION 11.9 Headings.............................................  22
         SECTION 11.10 Governing Law.......................................  22
         SECTION 11.11 Performance by the Holders..........................  22
         SECTION 11.12 Conflict with Operative Agreements..................  22
         SECTION 11.13 No Implied Waiver...................................  22
         SECTION 11.14 SUBMISSION TO JURISDICTION; VENUE; ARBITRATION......  23


EXHIBIT  A - Form of  Holder  Certificate
EXHIBIT  B - Form of  Assignment  and Acceptance

                                       ii


<PAGE>


         THIS TRUST AGREEMENT,  dated as of June 2, 1999 (as amended,  modified,
extended,  supplemented,  restated and/or replaced from time to time, the "Trust
Agreement"), is between FIRST UNION NATIONAL BANK ("Bank" or "Holder") and FIRST
SECURITY  BANK,  NATIONAL  ASSOCIATION,   in  its  individual  capacity  ("Trust
Company"),  and in its capacity as owner  trustee  hereunder,  together with its
successors and assigns (the "Owner Trustee").

         WHEREAS,  in order to provide a portion of the funds for  carrying  out
the other transactions contemplated by the Operative Agreements, the Holder will
make Holder  Advances  pursuant to this Trust  Agreement  and the  Participation
Agreement (as defined below);

         WHEREAS,  the Holder  desires to provide for the Trust to exist for the
purpose  of  (a)developing,  acquiring,  installing,  constructing  and  testing
various  Properties  and leasing such  Properties to Lessee and (b) carrying out
certain transactions contemplated by the Operative Agreements; and

         WHEREAS,  Trust  Company is willing to act as trustee  hereunder and to
accept the trust created hereby (the "Trust").

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
agreements  herein contained and of other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1     Definitions.

         For purposes of this Trust Agreement  (including without limitation the
"WHEREAS"  clauses  set  forth  above),  capitalized  terms  used in this  Trust
Agreement and not otherwise  defined herein shall have the meanings  assigned to
them in Appendix A to that certain  Participation  Agreement dated as of June 2,
1999 (as amended,  modified,  extended,  supplemented,  restated and/or replaced
from time to time in accordance  with the  applicable  provisions  thereof,  the
"Participation  Agreement") among Dollar Tree Distribution,  Inc., as the Lessee
and as the Construction Agent, the various parties thereto from time to time, as
the Guarantors, the Owner Trustee, the Holder, and First Union National Bank, as
lender (the  "Lender").  Unless  otherwise  indicated,  references in this Trust
Agreement to articles, sections, paragraphs, clauses, appendices,  schedules and
exhibits are to the same contained in this Trust Agreement.

         SECTION 1.2     Interpretation.

         The  rules  of  usage  set  forth in  Appendix  A to the  Participation
Agreement shall apply to this Trust Agreement.

                                       1

<PAGE>


                                   ARTICLE II


               AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;
                     DECLARATION OF TRUST BY TRUST COMPANY

         SECTION 2.1     Authority To Execute and Perform Various Documents.

         The Holder  hereby  authorizes  and  directs  the Owner  Trustee (a) to
execute and deliver,  as trustee for and on behalf of the Holder, each Operative
Agreement  to which the  Owner  Trustee  is a party  and any  other  agreements,
instruments,  certificates or documents related to the transactions contemplated
hereby to which the Owner Trustee is a party,  (b) to take whatever action shall
be required to be taken by the Owner  Trustee by the terms of, and  exercise its
rights  and  perform  its  duties  under,  each  of the  documents,  agreements,
instruments  and  certificates  referred  to in clause (a) above as set forth in
such  documents,  agreements and  certificates,  and (c) subject to the terms of
this Trust Agreement, to take such other action in connection with the foregoing
as the Holder may from time to time direct.

         SECTION 2.2     Declaration of Trust by Trust Company.

                  (a)  Trust  Company  hereby  declares  that it will  hold  all
         estate, right, title and interest of the Owner Trustee in, to and under
         each Property, each Holder Advance, the Operative Agreements, any other
         property  contributed  by the Holder and any and all other  property or
         assets from time to time of the Trust, including without limitation all
         amounts of Rent, insurance proceeds and condemnation awards,  indemnity
         or other payments of any kind (collectively, the "Trust Estate") as the
         Owner  Trustee  upon the  trusts  set forth  herein and for the use and
         benefit of the  Holder,  subject,  however,  to the  provisions  of the
         Credit  Agreement  and the  Security  Documents.  The name of the Trust
         shall be "DTSD Realty Trust 1999-1".

                  (b) The  purpose  of the  Trust is to hold  title to the Trust
         Estate  for the  benefit  of the  Holder  and to engage  in  activities
         ancillary and  incidental  thereto as the Holder shall  determine to be
         desirable.  Except in connection with the foregoing,  the Owner Trustee
         shall not (i) engage in any business activity,  (ii) have any property,
         rights or interest,  whether real or personal,  tangible or intangible,
         (iii)  incur  any  legal  liability  or  obligation,  whether  fixed or
         contingent,  matured or  unmatured,  other than in the normal course of
         the  administration of the Trust or (iv) subject any of its property or
         assets to any  mortgage,  Lien,  security  interest  or other  claim or
         encumbrance,  other than in favor of the Lender or the Holder  pursuant
         to the provisions of the Operative Agreements and this Trust Agreement.
         THIS TRUST IS NOT A BUSINESS TRUST. THE SOLE PURPOSE OF THE TRUST IS TO
         ACQUIRE  AND HOLD  TITLE TO THE TRUST  ESTATE  FOR THE  BENEFIT  OF THE
         HOLDER.  THE OWNER  TRUSTEE MAY NOT TRANSACT  BUSINESS OF ANY KIND WITH
         RESPECT  TO ANY  PROPERTY  COMPRISING  THE TRUST  ESTATE NOR SHALL THIS
         AGREEMENT  BE

                                       2
<PAGE>


         DEEMED TO  BE, OR CREATE OR EVIDENCE  THE  EXISTENCE  OF A  CORPORATION
         DE  FACTO  OR DE  JURE, OR  A MASSACHUSETTS TRUST, OR ANY OTHER TYPE OF
         BUSINESS   TRUST,  ASSOCIATION   OR  JOINT  VENTURE  BETWEEN THE  OWNER
         TRUSTEE AND THE BANK.


                                   ARTICLE III

                           CONTRIBUTIONS AND PAYMENTS

         SECTION 3.1     Procedure for Holder Advances; Certificates.

                  (a) Upon receipt from Lessee by the Bank of a Requisition, and
         subject to the terms and conditions of the Participation Agreement, the
         Holder shall make an Advance  under the Holder  Commitment on each date
         Advances are made pursuant to Section 5 of the Participation Agreement,
         provided,  that the Lessee  shall give the  Holder  irrevocable  notice
         (which  notice  must be  received  by the  Holder  no less than two (2)
         Business  Days  prior  to the  requested  date of a  Eurodollar  Holder
         Advance)  specifying  (i) the amount to be advanced  (which on any date
         shall not be in excess of the then Available Holder  Commitment),  (ii)
         the requested  date of advance,  (iii) whether the Holder Advance is to
         be  a  Eurodollar  Holder  Advance  or  an  ABR  Holder  Advance  or  a
         combination thereof,  (iv) if the Holder Advance is to be a combination
         of Eurodollar  Holder Advances and ABR Holder Advances,  the respective
         amounts  of each type of Holder  Advance  and (v) the  Interest  Period
         applicable to any Eurodollar Holder Advances.

                  (b) Upon  receipt of any such  notice  delivered  pursuant  to
         Section  3.1(a),  the  Holder  shall  make the  amount  of its  Advance
         available  for the  account  of the Owner  Trustee at the office of the
         Bank referred to in Section 12.2 of the Participation  Agreement (or at
         such other  address as may be identified by the Bank from time to time)
         prior  to  11:00  a.m.,  Charlotte,  North  Carolina  time on the  date
         requested  by  Lessee  in  funds  immediately  available  to the  Owner
         Trustee.

                  (c) Holder Yield  accruing on each Holder  Advance  during the
         Construction Period with respect to any property shall,  subject to the
         limitations set forth in Section 5.1(b) of the Participation Agreement,
         be added to the amount of the Holder Advance on the relevant  Scheduled
         Interest  Payment Date. On such  Scheduled  Interest  Payment Date, the
         Holder  Property  Cost and Holder  Construction  Property Cost shall be
         increased by the amount of Holder Yield added to the Holder Advance.

                  (d) The  Holder  Advances  made to the Trust  Estate  shall be
         evidenced by a Certificate of the Owner Trustee,  substantially  in the
         form of  Exhibit A hereto.  Each  Certificate  shall (i) be dated on or
         about  the  Initial  Closing  Date,  (ii) be  stated  to  mature on the
         Maturity  Date and  (iii)  bear a yield  on the  unpaid  Holder  Amount
         thereof from time to time outstanding at the Holder Yield.

                                       3

<PAGE>


                  (e) To the extent that the Owner  Trustee,  in its capacity as
         Borrower under the Credit Agreement, shall have elected to terminate or
         reduce the amount of the Commitments  pursuant to Section 2.5(a) of the
         Credit Agreement, a pro rata election shall be deemed to have been made
         with  respect  to  the  Holder   Commitment.   The  Holder  Commitments
         respecting any particular  Property shall  automatically  be reduced to
         zero (0) upon the occurrence of the Rent  Commencement  Date respecting
         such Property. On any date on which the Commitments shall be reduced to
         zero (0) as a result of a Credit Agreement Event of Default, the Holder
         Commitments  shall  automatically  be reduced to zero (0) and the Owner
         Trustee shall prepay the Certificate in full for the outstanding Holder
         Amount,  together  with accrued but unpaid Holder Yield thereon and all
         other amounts owing under the Certificate.

         SECTION 3.2     Holder Yield.

                  (a) Holder  Advances  shall  bear  yield  payable by the Owner
         Trustee and calculated at the rate of Holder Yield applicable from time
         to time. Payment of Holder Yield to the Holder shall be made in arrears
         on each  Scheduled  Interest  Payment  Date  occurring  after  the Rent
         Commencement Date or as otherwise  provided herein or in Section 2.6 of
         the Credit Agreement or Section 8.7 of the Participation Agreement.

                  (b) If all or a portion of Holder  Yield shall not be received
         by the Holder when due (whether at the stated maturity, by acceleration
         or otherwise),  such overdue amount shall,  without limiting the rights
         of the Holder hereunder or under any Operative Agreement, bear interest
         at the Holder  Overdue  Rate,  in each case from the date of nonpayment
         until paid  (whether  after or before  judgment) and shall be paid upon
         demand.

         SECTION 3.3     Scheduled Return of Holder Advances.

         The  outstanding  Holder Amount shall be due in full on the  Expiration
Date. On each such date and on the Expiration Date,  subject to the terms of the
Participation Agreement, the Owner Trustee shall pay to the Holder the aggregate
Holder  Amount then due,  together  with all accrued but unpaid Holder Yield and
all other  amounts due to the Holder from the Owner  Trustee  hereunder or under
the Operative Agreements.

         SECTION 3.4     Early Return of Advances.

                  (a)  Subject  to  Sections  11.2(e),  11.3  and  11.4  of  the
         Participation  Agreement,  the Owner  Trustee  may at any time and from
         time to time  prepay  the  Certificates,  in whole or in part,  without
         premium or penalty,  upon at least three (3) Business Days' irrevocable
         notice to the Holder,  specifying the date and amount of prepayment and
         whether the prepayment is of ABR Holder  Advances or Eurodollar  Holder
         Advances or a combination  thereof,  and, if a combination thereof, the
         amount allocable to each. If such notice is given, the amount specified
         in such notice shall be due and payable on the date specified  therein.
         Amounts prepaid shall not be readvanced, except as set forth in Section
         5.2(d) of the Participation Agreement.

                                       4

<PAGE>


                  (b) If on any date the Bank or the Owner Trustee shall receive
         any  payment  in  respect  of  (i)  any   Casualty,   Condemnation   or
         Environmental  Violation  pursuant  to  Sections  15.1(a) or 15.1(g) or
         Article XVI of the Lease  (excluding  any  payments in respect  thereof
         which are payable to Lessee in accordance with the Lease),  or (ii) the
         Termination  Value of any Property in connection with the delivery of a
         Termination  Notice  pursuant to Article XVI of the Lease, or (iii) the
         Termination  Value of any Property or such other  applicable  amount in
         connection  with the exercise of a Purchase  Option under Article XX of
         the  Lease or the  exercise  of the  option  of the  Owner  Trustee  to
         transfer the  Properties to the Lessee  pursuant to Section 20.3 of the
         Lease or (iv) any payment  required to be made or elected to be made by
         the  Construction  Agent to the Owner  Trustee  pursuant  to the Agency
         Agreement,  then in each case,  the Holder  shall  receive  proceeds in
         accordance with the allocation procedure set forth in Section 8.7(b) of
         the Participation Agreement.

                  (c) Each  prepayment of the  Certificates  pursuant to Section
         3.4(a)  shall be  allocated to reduce the  respective  Holder  Property
         Costs of all Properties pro rata according to the Holder Property Costs
         of such Properties immediately before giving effect to such prepayment.
         Each prepayment of the Certificates pursuant to Section 3.4(b) shall be
         allocated  to  reduce  the  Holder  Property  Cost of the  Property  or
         Properties   subject   to  the   respective   Casualty,   Condemnation,
         Environmental  Violation,  termination,  purchase,  transfer  or  other
         circumstance  giving rise to such  prepayment.  Any amounts  applied to
         reduce the Holder  Property Cost of any  Construction  Period  Property
         pursuant  to this  paragraph  (c) shall  also be  applied to reduce the
         Construction   Loan  Property   Cost  of  such   Property   until  such
         Construction Loan Property Cost has been reduced to zero (0).

         SECTION 3.5     Payments from Trust Estate Only.

         All payments to be made by the Owner Trustee under this Trust Agreement
(including  without  limitation  any  payments  pursuant to Section  11.4 of the
Participation  Agreement)  shall be made only from the income and proceeds  from
the Trust  Estate  and only to the  extent  that the Owner  Trustee  shall  have
received  income or  proceeds  from the Trust  Estate to make such  payments  in
accordance  with the terms hereof,  except as  specifically  provided in Section
6.1. The Holder  agrees that it will look solely to the income and proceeds from
the Trust  Estate to the extent  available  for payment as herein  provided  and
that,  except as specially  provided in any Operative  Agreement,  Trust Company
shall not be liable to the  Holder  for any  amounts  payable  under  this Trust
Agreement and shall not be subject to any liability under this Trust Agreement.

         SECTION 3.6     Method of Payment.

         All  amounts  payable to the Holder  pursuant  to this Trust  Agreement
shall be paid or caused to be paid by the Owner  Trustee  to, or for the account
of, the Holder,  or its  nominee,  by  transferring  such amount in  immediately
available  funds to a bank  institution or banking

                                       5

<PAGE>


institutions with bank wire transfer facilities for the account of the Holder or
as otherwise instructed in writing from time to time by the Holder.

         SECTION 3.7     Computation of Yield.

                  (a)  Whenever  it is  calculated  on the  basis  of the  Prime
         Lending  Rate,  Holder Yield shall be calculated on the basis of a year
         of three  hundred  sixty-five  (365) days (or three  hundred  sixty-six
         (366)  days,  as the case may be) for the  actual  days  elapsed;  and,
         otherwise,  Holder Yield shall be  calculated on the basis of a year of
         three hundred sixty (360) days for the actual days elapsed.  Any change
         in  the  Holder  Yield  resulting  from  a  change  in  the  ABR or the
         Eurocurrency  Reserve  Requirements  shall  become  effective as of the
         opening of business on the day on which such change becomes effective.

                  (b) Pursuant to Section 12.12 of the Participation  Agreement,
         the calculation of Holder Yield under this Section 3.7 shall be made by
         the Bank. Each  determination  of an interest rate by the Bank shall be
         conclusive  and binding on the Owner Trustee in the absence of manifest
         error.

                  (c) If the Eurodollar Rate cannot be determined by the Bank in
         the manner specified in the definition of the term  "Eurodollar  Rate",
         commencing on the next occurring  Scheduled  Interest  Payment Date and
         continuing  until such time as the Eurodollar Rate can be determined by
         the Bank in the manner  specified in the  definition of such term,  all
         outstanding  Holder  Advances shall bear a yield at the ABR. Until such
         time as the Eurodollar Rate can be determined by the Bank in the manner
         specified in the definition of such term, no further  Eurodollar Holder
         Advances  shall be made or shall be continued as such at the end of the
         then current Interest Period nor shall the Owner Trustee have the right
         to convert ABR Holder Advances to Eurodollar Holder Advances.

         SECTION 3.8     Conversion and Continuation Options.

                  (a) The Owner  Trustee  may elect from time to time to convert
         Eurodollar  Holder  Advances to ABR Holder  Advances by giving the Bank
         irrevocable   notice  of  such  election  no  later  than  11:00  a.m.,
         Charlotte,  North  Carolina  time  on  the  date  of  such  conversion,
         provided,  that any such  conversion of Eurodollar  Holder Advances may
         only  be  made on the  last  day of an  Interest  Period  with  respect
         thereto,  and provided,  further, to the extent an Event of Default has
         occurred and is continuing on the last day of any such Interest Period,
         the  applicable   Eurodollar  Holder  Advance  shall  automatically  be
         converted to an ABR Holder  Advance.  The Owner  Trustee may elect from
         time to time to  convert  ABR  Holder  Advances  to  Eurodollar  Holder
         Advances by giving the Bank at least three two (2) Business Days' prior
         irrevocable  notice of such election.  Any such notice of conversion to
         Eurodollar  Holder  Advances  shall  specify  the length of the initial
         Interest  Period  or  Interest  Periods  therefor.  All or any  part of
         outstanding  Eurodollar  Holder  Advances or ABR Holder Advances may be
         converted as provided herein,  provided, that (i) no ABR Holder Advance
         may be converted  into a Eurodollar  Holder Advance after the date that
         is thirty (30) days prior to the Maturity  Date and (ii) such

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<PAGE>


         notice of conversion shall contain an election by the Owner Trustee  of
         an Interest Period for such Eurodollar Holder  Advance to be created by
         such  conversion and such Interest  Period shall be in accordance  with
         the terms of the  definition of the term  "Interest  Period"  including
         without limitation subparagraphs (A) through (D) thereof.

                  (b) Subject to the  restrictions set forth in Section 3.1, any
         Eurodollar  Holder Advance may be continued as such upon the expiration
         of the then current  Interest  Period with respect thereto by the Owner
         Trustee giving  irrevocable  notice to the Bank in accordance  with the
         notice  provisions  for  the  conversion  of  ABR  Holder  Advances  to
         Eurodollar   Holder  Advances  set  forth  herein  and  the  applicable
         provisions  of the term  "Interest  Period"  of the  length of the next
         Interest  Period to be applicable to such Eurodollar  Holder  Advances,
         provided,  that no Eurodollar  Holder  Advance may be continued as such
         after the date that is thirty  (30) days  prior to the  Maturity  Date,
         provided,  further,  no Eurodollar  Holder  Advance may be continued as
         such if an Event of Default has  occurred and is  continuing  as of the
         last day of the Interest Period for such Eurodollar Holder Advance, and
         provided,  further,  that if the Owner  Trustee  shall fail to give any
         required  notice  as  described  above or if such  continuation  is not
         permitted pursuant to the preceding proviso or otherwise, such Advances
         shall  automatically  be  converted  to ABR Advances on the last day of
         such then expiring Interest Period.

         SECTION 3.9     Notice of Amounts Payable.

                  (a) In the  event  that  the  Holder  becomes  aware  that any
         amounts are or will be owed to it pursuant to Sections  11.2(e) or 11.3
         of the  Participation  Agreement  or that it is unable  to make  Holder
         Advances  which  bear a yield  based on the  Eurodollar  Rate  plus the
         Applicable  Percentage for Eurodollar  Holder  Advances,  then it shall
         promptly  notify the Owner  Trustee  thereof  and,  as soon as possible
         thereafter,  the Holder shall submit to the Owner Trustee a certificate
         indicating  the amount  owing to it and the  calculation  thereof.  The
         amounts set forth in such certificate  shall be prima facie evidence of
         the obligations of the Owner Trustee hereunder.

                  (b) In the event that the Holder delivers to the Owner Trustee
         a  certificate  in  accordance  with Section  3.9(a),  or the Holder is
         required to make Holder  Advances with Holder Yields  calculated at the
         ABR in accordance with Section 11.3(f) of the Participation  Agreement,
         subject  to  Section  9.2 of the  Participation  Agreement,  the  Owner
         Trustee  may,  at the  expense of Lessee and in the  discretion  of the
         Owner Trustee,  (i) require the Holder to transfer or assign,  in whole
         or (with the Holder's consent) in part, without recourse (in accordance
         with  Section  11.8),  all or (with the Holder's  consent)  part of its
         interests,  rights  (except  for rights to be  indemnified  for actions
         taken while a party hereunder) and obligations  under this Agreement to
         a replacement  bank or  institution  if the Owner  Trustee  (subject to
         Section  9.2  of  the  Participation   Agreement)  and  with  the  full
         cooperation of the Holder) can identify a Person who is ready,  willing
         and  able  to be such  replacement  bank or  institution  with  respect
         thereto and such  replacement  bank or  institution  shall  assume such
         assigned  obligations,  or (ii) during such time as no Default or Event
         of  Default  has  occurred  and is  continuing,  terminate  the  Holder
         Commitment of

                                       7

<PAGE>


         the Holder and  prepay the outstanding  Holder Advances of  the Holder,
         provided, however, that (x) subject to Section 9.2 of the Participation
         Agreement, the  Owner  Trustee or such replacement bank or institution,
         as the case may be,  shall  have  paid to the  Holder  in   immediately
         available  funds the  amount of the  Holder  Advances  and Holder Yield
         accrued to the date of such payment on the Holder Advances  made  by it
         hereunder  (and the  principal  and  interest  on all Loans accrued and
         unpaid  thereon) and (y) such  assignment or termination of the  Holder
         Commitment  of the  Holder  and  prepayment  of the Holder  Advances do
         not conflict  with any law, rule or regulation or order of any court or
         Governmental Authority.


                                   ARTICLE IV

                          COLLECTIONS AND DISTRIBUTIONS

         SECTION 4.1     Collections and Remittances by the Owner Trustee.

         The Owner Trustee agrees that,  subject to the provisions of this Trust
Agreement  and the Operative  Agreements,  it will during the term of this Trust
administer  the Trust Estate and, at the direction of the Holder,  take steps to
collect all Rent and other sums payable to the Owner Trustee by Lessee under the
Lease. The Owner Trustee agrees to distribute,  or cause to be distributed,  all
proceeds  received  from the Trust  Estate in  accordance  with  Article III and
Sections 4.2 and 4.3. The Owner Trustee  shall make,  or cause to be made,  such
distribution promptly upon receipt of such proceeds (provided, such proceeds are
available for  distribution)  by the Bank (on behalf of the Owner  Trustee),  it
being  understood  and agreed that the Owner  Trustee  shall not be obligated to
make,  or to  cause to be made,  such  distribution  until  the  funds  for such
distribution  have been received by the Bank (on behalf of the Owner Trustee) in
cash or its equivalent reasonably acceptable to the Owner Trustee.

         SECTION 4.2     Priority of Distributions.

         Subject to the terms and requirements of the Operative Agreements,  all
payments and amounts  received by Trust  Company as the Owner  Trustee or on its
behalf shall be distributed  to the Bank for  allocation in accordance  with the
terms of Section 8.7 of the Participation Agreement.

         SECTION 4.3     Excepted Payments.

         Anything in this Article IV or elsewhere in this Trust Agreement to the
contrary notwithstanding, any Excepted Payment received at any time by the Owner
Trustee  shall be  distributed  promptly to the Person  entitled to receive such
Excepted Payment.

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         SECTION 4.4     Distributions after Default.

         Subject to the terms of Section 5.1, the proceeds received by the Owner
Trustee  from the  exercise of any remedy  under the Lease shall be  distributed
pursuant  to  Section  4.2  above.  This  Trust  shall  cease and  terminate  in
accordance  with  the  terms  set  forth  in  Section  8.1 and  upon  the  final
disposition  by the Owner  Trustee of all of the Trust  Estate  pursuant to this
Section 4.4.


                                    ARTICLE V

                           DUTIES OF THE OWNER TRUSTEE

         SECTION 5.1     Notice of Certain Events.

         In the event the Owner Trustee  shall have  knowledge of any Default or
Event of Default,  the Owner Trustee shall give written  notice  thereof  within
five (5) Business Days to the Holder and the Lessee unless such Default or Event
of Default no longer  exists  before the giving of such  notice.  Subject to the
provisions  of Section 5.3 of this Trust  Agreement  and Sections 8.5 and 9.2 of
the Participation Agreement, the Owner Trustee shall take or refrain from taking
such  action as the Bank shall  direct  until such time as the Loans are paid in
full  (and as more  specifically  provided  in  Sections  8.2(h)  and 8.6 of the
Participation  Agreement) by written  instructions to the Owner Trustee.  If the
Owner Trustee shall have given the Holder (and  respecting  Sections 8.5 and 9.2
of the  Participation  Agreement,  the Lessee) notice of any event and shall not
have received  written  instructions  as above provided  within thirty (30) days
after mailing  notice of such event to the Holder (and  respecting  Sections 8.5
and 9.2 of the Participation  Agreement, the Lessee), the Owner Trustee may, but
shall be under no duty to,  and  shall  have no  liability  for its  failure  or
refusal to, take or refrain  from taking any action with  respect  thereto,  not
inconsistent  with the  provisions  of the  Operative  Agreements,  as the Owner
Trustee  shall deem  advisable  and in the best  interests of the Bank.  For all
purposes  of this  Trust  Agreement,  in the  absence of actual  knowledge  of a
Responsible  Officer in the Corporate  Trust  Department of Trust  Company,  the
Owner Trustee  shall be deemed not to have  knowledge of any Default or Event of
Default unless a Responsible  Officer of the Corporate Trust Department of Trust
Company  receives  notice  thereof  given by or on behalf  of the  Holder or the
Lessee.

         SECTION 5.2     Action Upon Instructions.

         Subject to the  provisions  of Sections  5.1 and 5.3,  upon the written
instructions  of the Holder,  the Owner Trustee will take or refrain from taking
such action or actions as may be specified in such instructions.

         SECTION 5.3     Indemnification.

         The Owner  Trustee shall not be required to take or refrain from taking
any action under this Trust  Agreement or any other Operative  Agreement  (other
than the actions  specified in the first sentence of Section 5.1 and in the last
sentence of Section 5.4) unless Trust  Company  shall

                                       9

<PAGE>


have been  indemnified  by Lessee or by the Bank, at its  election,  against any
liability,  fee,  cost  or  expense  (including  without  limitation  reasonable
attorneys'  fees and  expenses)  that may be incurred  or charged in  connection
therewith,  other than such as may result from the willful  misconduct  or gross
negligence of the Owner Trustee. The Owner Trustee shall not be required to take
any action under any Operative  Agreement if the Owner Trustee shall  reasonably
determine,  or shall have been advised by counsel, that such action is likely to
result in personal  liability  for which the Owner Trustee has not been and will
not be  adequately  indemnified  or is  contrary  to the terms  hereof or of any
Operative  Agreement  to which  the  Owner  Trustee  is a party or is  otherwise
contrary to law. The Owner Trustee  shall be under no liability  with respect to
any action taken or omitted to be taken by the Owner Trustee in accordance  with
instructions of the Holder pursuant to Section 5.2.

         SECTION 5.4     No  Duties Except  as Specified  In Trust  Agreement or
                         Instructions.

         The Owner  Trustee  shall not have any duty or  obligation  to  manage,
control, use, make any payment in respect of, register, record, insure, inspect,
sell,  dispose of or  otherwise  deal with any Property or any other part of the
Trust Estate, or to otherwise take or refrain from taking any action under or in
connection  with any Operative  Agreement to which the Owner Trustee is a party,
except as expressly  provided by the terms of this Trust Agreement or in written
instructions  from the Holder  received  pursuant to Sections 5.1, 5.2 or 8.4 of
this Trust Agreement or Sections 8.2(h) or 8.6 of the Participation Agreement or
from the Lessee pursuant to Sections 8.5 or 9.2 of the Participation  Agreement;
and no implied  duties or  obligations  shall be read into this Trust  Agreement
against the Owner Trustee. The Owner Trustee shall have no duty or obligation to
supervise or monitor the performance of the  Construction  Agent pursuant to the
Agency Agreement which for all purposes shall be an independent contractor.  The
Owner Trustee  nevertheless  agrees that it will (in its individual capacity and
at its own cost and  expense),  promptly  take all action as may be necessary to
discharge any Lessor Liens on any part of the Trust Estate.

         SECTION 5.5     No Action Except Under Specified Documents or
                         Instructions.

         The Owner Trustee agrees that it will not manage,  control,  use, sell,
dispose of or  otherwise  deal with any  Property or any other part of the Trust
Estate except (a) as required by the terms of the Operative  Agreements,  (b) in
accordance  with the powers  granted to, or the  authority  conferred  upon,  it
pursuant to this Trust  Agreement,  (c) in  accordance  with the  express  terms
hereof or with written  instructions  from the Holder  pursuant to Sections 5.1,
5.2 or 8.4 or  (d)  from  the  Lessee  pursuant  to  Sections  8.5 or 9.2 of the
Participation Agreement.

         SECTION 5.6     Absence of Duties.

                  (a) Except in accordance with written  instructions  furnished
         pursuant to Sections  5.1,  5.2 or 8.4, and without  limitation  of the
         generality of Section 5.4, the Owner Trustee shall not have any duty to
         (i) file,  record  or  deposit  any  Operative  Agreement  or any other
         document,  or to maintain any such  filing,  recording or deposit or to
         refile,

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<PAGE>


         rerecord or redeposit any such document; (ii) obtain  insurance  on any
         Property  or  effect  or  maintain  any  such  insurance, other than to
         receive and forward to the Holder any notices,  policies,  certificates
         or binders furnished to the Owner Trustee pursuant to the Lease;  (iii)
         maintain any Property;  (iv) pay or discharge any Tax or any Lien owing
         with  respect to or  assessed  or levied  against any part of the Trust
         Estate,  except as provided in the last sentence of Section 5.4,  other
         than to  forward  notice  of such  Tax or Lien  received  by the  Owner
         Trustee to the Holder; (v) confirm, verify, investigate or inquire into
         the failure to receive any reports or financial statements of Lessee or
         any other  Person;  (vi)  inspect any Property any time or ascertain or
         inquire as to the  performance or observance of any of the covenants of
         Lessee or any other Person under any Operative  Agreement  with respect
         to any Property;  or (vii) manage,  control,  use, sell,  dispose of or
         otherwise  deal with any Property or any part thereof or any other part
         of the Trust Estate, except as provided in Section 5.5.

                  (b) The Owner Trustee,  in the exercise or  administration  of
         the trusts and  powers  hereunder,  including  without  limitation  its
         obligations  under Section 5.2,  may, at the expense of Lessee,  employ
         agents, attorneys,  accountants, and auditors and enter into agreements
         with any of them and the Owner Trustee  shall not be liable,  either in
         its individual  capacity or in its capacity as the Owner  Trustee,  for
         the default or misconduct of any such agents, attorneys, accountants or
         auditors if such agents, attorneys,  accountants or auditors shall have
         been selected by it in good faith.


                                   ARTICLE VI

                                THE OWNER TRUSTEE

         SECTION 6.1     Acceptance of Trust and Duties.

         The Owner  Trustee  accepts  the trust and duties  hereby  created  and
agrees to perform the same, but only upon the terms of this Trust Agreement. The
Owner  Trustee  agrees to receive,  manage and disburse all moneys  constituting
part of the  Trust  Estate  actually  received  by it as the  Owner  Trustee  in
accordance with the terms of this Trust  Agreement.  The Owner Trustee shall not
be answerable or  accountable  under any  circumstances,  except for (i) its own
willful  misconduct  or  gross  negligence,  (ii) the  inaccuracy  of any of its
representations  or warranties  contained in Section 6.3 of this Trust Agreement
or Section  6.1 of the  Participation  Agreement,  (iii) its  failure to perform
obligations  expressly  undertaken  by it in the last sentence of Section 5.4 of
this Trust Agreement or in Section 8.2(a) of the Participation  Agreement,  (iv)
Taxes based on or measured by any fees,  commissions or compensation received by
it for acting as the Owner  Trustee in connection  with any of the  transactions
contemplated  by the  Operative  Agreements,  or (v) its failure to use ordinary
care  to  receive,  manage  and  disburse  moneys  actually  received  by  it in
accordance with the terms of the Operative Agreements.

                                       11

<PAGE>


         SECTION 6.2     Furnishing of Documents.

         The Owner  Trustee  will furnish to the Holder,  promptly  upon receipt
thereof,  duplicates  or  copies of all  reports,  notices,  requests,  demands,
opinions,  certificates,  financial  statements  and any  other  instruments  or
writings  furnished  to the  Owner  Trustee  hereunder  or under  the  Operative
Agreements, unless by the express terms of any Operative Agreement a copy of the
same is required to be furnished by some other Person directly to the Holder, or
the Owner Trustee shall have determined that the same has already been furnished
to the Holder.

         SECTION 6.3     No Representations or Warranties as to the Properties
                         or Operative Agreements.

         THE OWNER  TRUSTEE  MAKES (i) NO  REPRESENTATION  OR  WARRANTY,  EITHER
EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE, USE, CONDITION,  DESIGN,  OPERATION,
MERCHANTABILITY OR FITNESS FOR USE OF ANY PROPERTY (OR ANY PART THEREOF), OR ANY
OTHER REPRESENTATION,  WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY PROPERTY (OR ANY PART THEREOF) AND THE OWNER TRUSTEE SHALL NOT BE
LIABLE FOR ANY LATENT,  HIDDEN,  OR PATENT DEFECT  THEREIN OR THE FAILURE OF ANY
PROPERTY,  OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT except that
the Owner Trustee hereby  represents,  warrants and covenants to the Holder that
it will comply with the last sentence of Section 5.4, and (ii) no representation
or warranty as to the validity or enforceability  of any Operative  Agreement or
as to the  correctness  of any  statement  made by a Person other than the Owner
Trustee or the Owner  Trustee  contained in any  thereof,  except that the Owner
Trustee  represents,  warrants  and  covenants  to the  Holder  that this  Trust
Agreement has been and each of the other Operative Agreements which contemplates
execution  thereof  by the  Owner  Trustee  has  been or will  be  executed  and
delivered by its officers  who are, or will be, duly  authorized  to execute and
deliver documents on its behalf.

         SECTION 6.4     No Segregation of Moneys; No Interest.

         Except as otherwise  provided  herein or in any of the other  Operative
Agreements,  moneys  received  by  the  Owner  Trustee  hereunder  need  not  be
segregated  in any  manner  except to the  extent  required  by law,  and may be
deposited under such general conditions as may be prescribed by law, and neither
Trust Company nor the Owner  Trustee  shall be liable for any interest  thereon,
except as may be agreed to in writing by the Owner Trustee or the Trust Company.

         SECTION 6.5     Reliance; Advice of Counsel.

         The Owner Trustee shall not incur any liability to any Person in acting
upon any signature,  instrument,  notice,  resolution,  request, consent, order,
certificate,  report, opinion, bond or other document or paper believed by it to
be genuine and  believed by it in good faith to be signed by the proper party or
parties.  The Owner  Trustee  may  accept  and rely upon a  certified

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<PAGE>


copy of a resolution  of the board of directors or other  governing  body of any
corporate  party as  conclusive  evidence  that  such  resolution  has been duly
adopted  by such body and that the same is in full force and  effect.  As to any
fact or  matter  the  manner  of  ascertainment  of  which  is not  specifically
prescribed  herein,  the Owner  Trustee may for all  purposes  hereof rely on an
Officer's Certificate of the relevant party, as to such fact or matter, and such
certificate shall constitute full protection to the Owner Trustee for any action
taken or  omitted to be taken by it in good faith in  reliance  thereon.  In the
administration of the trusts hereunder, the Owner Trustee may execute any of the
trusts or powers hereof and perform its powers and duties hereunder  directly or
through agents or attorneys and may consult with counsel,  accountants and other
skilled  Persons to be selected and employed by it, and the Owner  Trustee shall
not be liable  for  anything  done,  suffered  or omitted in good faith by it in
accordance with the advice or opinion of any such counsel,  accountants or other
skilled Persons and not contrary to this Trust Agreement.

         SECTION 6.6     Liability With Respect to Documents.

         The Owner Trustee, either in its trust or individual capacities,  shall
not incur any liability to any Person for or in respect of the recitals  herein,
the validity or  sufficiency  of this Trust  Agreement or for the due  execution
hereof by the Holder or for the form, character, genuineness, sufficiency, value
or validity of any Property or for or in respect of the validity or  sufficiency
of any of the Operative Agreements and the Owner Trustee, either in its trust or
individual capacities,  shall in no event assume or incur any liability, duty or
obligation to any Person or to the Holder,  other than as expressly provided for
herein or in any of the other Operative Agreements.

         SECTION 6.7     Not Acting In Individual Capacity.

         All Persons having any claim against the Owner Trustee by reason of the
transactions  contemplated  by the Operative  Agreements  shall look only to the
Trust Estate (or a part thereof, as the case may be) for payment or satisfaction
thereof,  except as  specifically  provided in this Article VI and except to the
extent that the Owner Trustee shall  otherwise  expressly agree in any Operative
Agreement to which it is a party,  including without  limitation Section 6.1 and
Section 8.2(a) of the  Participation  Agreement and the last sentence of Section
5.4 hereof.

         SECTION 6.8     Books and Records; Tax Returns.

                  (a) The Owner Trustee shall be responsible  for the keeping of
         all  appropriate   books  and  records  relating  to  the  receipt  and
         disbursement of all moneys that it may receive hereunder,  or under any
         other Operative  Agreement.  The Owner Trustee shall, at the expense of
         Lessee,  file an application  with the Internal  Revenue  Service for a
         taxpayer  identification  number  with  respect  to the  trust  created
         hereby.  The Owner Trustee shall, at the expense of Lessee,  prepare or
         cause to be prepared and the Owner  Trustee  shall sign and/or file the
         federal  fiduciary  tax return with respect to Taxes due and payable by
         the  trust  created   hereby  in  connection   with  the   transactions
         contemplated  hereby and by any other Operative  Agreement.  The Holder
         shall  furnish the Owner  Trustee with all such  information  as may be
         reasonably  required  (as such is  requested  in

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<PAGE>


         writing  by the Owner  Trustee) in connection  with the  preparation of
         such tax returns.  The  Owner Trustee shall keep copies  of all returns
         delivered to or filed by it.

                  (b) The  Owner  Trustee,  either  in its  trust or  individual
         capacities,  shall be under no  obligation  to appear in,  prosecute or
         defend any  action,  which in its  opinion  may require it to incur any
         out-of-pocket  expense or any liability  unless the Owner Trustee shall
         be furnished with such reasonable  security and indemnity by Lessee (or
         by the Bank)  against such expense or liability as it may require.  The
         Owner Trustee may, but shall be under no duty to, undertake such action
         as it may deem  necessary  at any and all times,  without  any  further
         action by the Holder to protect one (1) or more of the  Properties  and
         the rights and  interests  of the Holder  pursuant to the terms of this
         Trust Agreement;  provided,  however, that the Owner Trustee may obtain
         reimbursement for the out-of-pocket expenses and costs of such actions,
         undertakings or proceedings from Lessee.


                                   ARTICLE VII

                      INDEMNIFICATION OF THE OWNER TRUSTEE

         SECTION 7.1     Indemnification Generally.

         The  Owner  Trustee  is   indemnified   for  matters   related  to  the
transactions   described  herein  by  Lessee  pursuant  to  Section  11  of  the
Participation  Agreement.  Except as may be  specifically  provided from time to
time  hereafter in writing by the Holder,  the Owner  Trustee shall not have any
right of  indemnification  from the  Holder  with  respect  to the  transactions
described herein or in any of the other Operative Agreements.

         SECTION 7.2     Compensation and Expenses.

         Lessee has agreed to pay the fees and expenses of the Owner Trustee and
the  Commitment  Fee as provided in Sections 7.3 and 7.4,  respectively,  of the
Participation Agreement.


                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

         SECTION 8.1     Termination of Trust Agreement.

         This Trust  Agreement and the trusts created hereby shall terminate and
the  Trust  Estate  shall,  subject  to  the  provisions  of  the  Participation
Agreement,  the  other  Operative  Agreements  and  Article  IV  of  this  Trust
Agreement,  be distributed to the Holders,  and this Trust Agreement shall be of
no further force or effect,  upon the earliest of (a) the written request of the
Holder

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<PAGE>


following  the sale or other  final  disposition  by the  Owner  Trustee  of all
property constituting part of the Trust Estate and the final distribution by the
Owner Trustee of all moneys or other property or proceeds  constituting  part of
the Trust Estate in accordance with the terms hereof;  provided,  however,  that
(except as provided for in the Operative  Agreements) the Trust Estate shall not
be subject to sale or other final  disposition by the Owner Trustee prior to the
payment in full and discharge of the Loans and all other indebtedness secured by
the Credit  Documents  and the  release of the  Credit  Documents  and the Liens
granted  thereby and the payment in full of the Holder  Amount and Holder  Yield
thereon and all other  amounts  owing to the Holder  under any of the  Operative
Agreements and (b) fifty (50) years after the date hereof.

         SECTION 8.2     Termination at Option of the Holder.

         Notwithstanding  Section  8.1,  this  Trust  Agreement  and the  trusts
created hereby shall  terminate and the Trust Estate shall be distributed to the
Holder,  and this Trust Agreement shall be of no further force and effect,  upon
the election of the Holder and, so long as no Default or Event of Default  shall
have occurred and be continuing, with the consent of the Lessee by notice to the
Owner Trustee,  if such notice shall be accompanied by the written  agreement of
the  Holder  assuming  all  the  obligations  of  the  Owner  Trustee  under  or
contemplated by the Operative  Agreements and all other obligations of the Owner
Trustee  incurred by it as trustee  hereunder.  Such written  agreement shall be
reasonably  satisfactory  in form and  substance to the Owner  Trustee and shall
release the Owner  Trustee  from all further  obligations  of the Owner  Trustee
hereunder  and  under the  agreements  and other  instruments  mentioned  in the
preceding sentence.

         SECTION 8.3     Termination at Option of the Owner Trustee.

         At any time that the Lease  shall no longer be in full force and effect
and the Bank shall have  confirmed  in writing to the Owner  Trustee that it has
received  payment in full of the principal of and interest on the Loans and that
all other sums due to it under the  Operative  Agreements  shall have been made,
then the Holder hereby authorizes the Owner Trustee to: (a) terminate this Trust
Agreement and the trusts  created hereby and (b) distribute and convey the Trust
Estate  to  the  Holder  by  executing  the  necessary   transfer  documents  as
contemplated  by Section 8.4.  The exercise of such option by the Owner  Trustee
shall cause this Trust  Agreement to be of no further force and effect and shall
release the Owner  Trustee  from all further  obligations  of the Owner  Trustee
hereunder  and  under the  agreements  and other  instruments  mentioned  in the
preceding sentence.

         SECTION 8.4     Actions by the Owner Trustee Upon Termination.

         Upon  termination of this Trust Agreement and the trusts created hereby
pursuant to Sections  8.1,  8.2 or 8.3, the Owner  Trustee  shall upon notice of
such event take such action as may be  necessary  or as may be  requested by the
Holder to transfer the Trust Estate to the Holder,  including without limitation
the execution of  instruments  of transfer or assignment  with respect to any of
the Operative Agreements to which the Owner Trustee is a party.

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<PAGE>


                                   ARTICLE IX

                   SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
                           AND SEPARATE OWNER TRUSTEES

         SECTION 9.1     Resignation of the Owner Trustee; Appointment of
                         Successor.

                  (a) The Owner  Trustee may resign at any time without cause by
         giving at least thirty (30) days' prior written  notice to each Holder,
         the Agent and Lessee;  provided,  however,  that such resignation shall
         not be effective  until the  acceptance of  appointment  by a successor
         Owner Trustee under  Section  9.1(b).  The Owner Trustee may be removed
         with or without  cause at any time by the Holder  with sixty (60) days'
         prior written notice to the Owner Trustee, a copy of which notice shall
         be  concurrently  delivered to the Lessee.  Any such  removal  shall be
         effective  upon the  acceptance  of  appointment  by a successor  Owner
         Trustee under Section 9.1(b).  In case of the resignation or removal of
         the Owner Trustee, the Holder may appoint a successor Owner Trustee. In
         the  event  the  Owner  Trustee  shall be an  individual,  his death or
         incapacity,   or  termination  of  employment   (whether  voluntary  or
         involuntary)  with First  Security  Bank,  National  Association  (or a
         successor  corporate  Owner  Trustee) shall be treated as a resignation
         hereunder  and shall be  effective  immediately.  If a successor  Owner
         Trustee shall not have been appointed within thirty (30) days after the
         giving of written  notice of such  resignation  or the  delivery of the
         written  instrument with respect to such removal,  the Owner Trustee or
         the Holder may apply to any court of competent  jurisdiction to appoint
         a  successor  Owner  Trustee  to act  until  such  time,  if any,  as a
         successor  shall  have been  appointed  and  shall  have  accepted  its
         appointment as above provided. Any successor Owner Trustee so appointed
         by such court shall  immediately  and without further act be superseded
         by any successor  Owner Trustee  appointed as above provided within one
         (1) year from the date of the appointment by such court.

                  (b) Any successor  Owner  Trustee,  however  appointed,  shall
         execute  and deliver to the  predecessor  Owner  Trustee an  instrument
         accepting such appointment, and thereupon such successor Owner Trustee,
         without   further  act  shall  become  vested  with  all  the  estates,
         properties,  rights, powers, duties and trusts of the predecessor Owner
         Trustee in the trusts hereunder with like effect as if originally named
         an Owner Trustee herein; but nevertheless,  upon the written request of
         such  successor  Owner  Trustee such  predecessor  Owner  Trustee shall
         execute and deliver an instrument  transferring to such successor Owner
         Trustee, upon the trusts herein expressed, all the estates, properties,
         rights,  powers,  duties and trusts of such predecessor  Owner Trustee,
         and such predecessor Owner Trustee shall duly assign, transfer, deliver
         and pay  over to such  successor  Owner  Trustee  all  moneys  or other
         property  then held by such  predecessor  Owner Trustee upon the trusts
         herein expressed.

                  (c) Any successor Owner Trustee, however appointed, shall be a
         bank or trust company incorporated and doing business within the United
         States of America and having a combined capital and surplus of at least
         $50,000,000,  if there be such an

                                       16

<PAGE>


         institution willing, able and legally  qualified  to perform the duties
         of the Owner Trustee hereunder upon reasonable or customary terms.

                  (d) Any corporation into which the Owner Trustee may be merged
         or converted or with which it may be  consolidated,  or any corporation
         resulting  from any merger,  conversion or  consolidation  to which the
         Owner  Trustee  shall  be  a  party,   or  any   corporation  to  which
         substantially all the corporate trust business of the Owner Trustee may
         be transferred,  shall,  subject to the terms of Section 9.1(c), be the
         Owner Trustee under this Trust Agreement without further act.

         SECTION 9.2     Co-Trustees and Separate Trustees.

         Whenever  the Owner  Trustee or the Holder  shall deem it  necessary or
prudent in order either (a) to conform to any law of any  jurisdiction  in which
all or any part of the  Trust  Estate  shall be  situated  or to which it may be
subject or to make any claim or bring any suit with  respect to the Trust Estate
or any Operative  Agreement,  (b) shall be advised by counsel satisfactory to it
that it is so necessary  or prudent,  or (c) the Owner  Trustee  shall have been
directed to do so by the Holder,  the Owner Trustee and the Holder shall execute
and  deliver an  agreement  supplemental  hereto and all other  instruments  and
agreements,  and shall take all other action,  necessary or proper to constitute
one (1) or more Persons who need not meet the requirements of Section9.1(c) (and
the  Owner  Trustee  may  appoint  one (1) or more of its  officers)  either  as
co-trustee  or  co-trustees  (the  "Co-Owner  Trustee"),  jointly with the Owner
Trustee,  of all or any part of the Trust  Estate,  or as  separate  trustee  or
separate  trustees of all or any part of the Trust  Estate,  and to vest in such
Persons,  in such  capacity,  such title to the Trust Estate or any part thereof
and such rights or duties as may be necessary or desirable,  all for such period
and under such terms and conditions as are satisfactory to the Owner Trustee and
the Holder. In accordance with the foregoing:

                  (i)  The  Owner  Trustee  shall  appoint  a  Co-Owner  Trustee
         hereunder  in part so that if,  under any  present or future law of any
         state where any Property is located or of any  jurisdiction in which it
         may be necessary  to perform any act in carrying out the trusts  herein
         created,  the Owner Trustee or any of its successors may be incompetent
         or unqualified or incapacitated or unwilling to perform certain acts as
         such Owner Trustee,  then upon the written request of the Owner Trustee
         of any of its successors received by any Co-Owner Trustee,  all of such
         acts required to be performed in such  jurisdiction in the execution of
         the trust hereby  created,  shall and will be performed by any Co-Owner
         Trustee,  or any of his successors,  in trust acting alone, as if he or
         such  successor had been  specifically  authorized so to do or had been
         the sole Owner Trustee  hereunder.  Any Co-Owner Trustee shall continue
         to perform such acts until  otherwise  directed in writing by the Owner
         Trustee or any of its  successors.  Any request in writing by the Owner
         Trustee  or any of its  successors  to the  Co-Owner  Trustee  shall be
         sufficient warrant for him to take such action as may be so requested.

                  (ii)  Except as it may be deemed  necessary  for any  Co-Owner
         Trustee or any of his  successors  solely or  jointly  to  execute  the
         trusts herein created, the Owner Trustee or

                                       17

<PAGE>


         any of its successors shall  solely have and exercise  the powers,  and
         shall  be  solely  charged  with the performance of the duties, herein-
         before declared on the part of the Owner  Trustee to be had,  exercised
         and  performed; and any Co-Owner Trustee shall not be liable  therefor.
         Any Co-Owner Trustee or any successor to him may  delegate to the Owner
         Trustee  or  its  successor  hereunder  the  exercise  of  any   power,
         discretion  or  otherwise,  conferred  by  any  provision of this Trust
         Agreement.

                  (iii)  Any  act  of  the  Owner  Trustee  herein  required  or
         authorized  shall and will be jointly or  separately  performed  by the
         Owner Trustee or its successors  hereunder and by any Co-Owner  Trustee
         or any of his successors appointed hereunder, if such joint performance
         or separate  performance shall be necessary to the legality of such act
         and when so acting  all  references  herein to  "First  Security  Bank,
         National Association" shall be deemed to be references to such Co-Owner
         Trustee  in its  individual  capacity  and  all  references  to  "Owner
         Trustee" shall be deemed to be references to any Co-Owner Trustee,  and
         such  Co-Owner  Trustee  shall  be  entitled  to  all  the  protection,
         indemnification, immunity and compensation herein provided to the Owner
         Trustee  acting  singly  in  reference  to such  acts  (subject  to the
         limitations  to  such  a  protection,  indemnification,   immunity  and
         compensation set forth herein).

                  (iv) The Owner  Trustee or its  successor  in trust shall have
         and is hereby given the power at any time by an  instrument  in writing
         duly executed by a Vice  President,  to remove any Co-Owner  Trustee or
         his successor,  from his position as Co-Owner Trustee hereunder. In the
         case of death,  resignation,  removal,  incapacity  or inability to act
         hereunder  of the  Co-Owner  Trustee,  or  his  successor  as  Co-Owner
         Trustee,  any adult  citizen  of the United  States of  America  may be
         appointed  Co-Owner  Trustee  hereunder  by the person who shall at the
         time be a Vice  President of the  corporation  then acting as the Owner
         Trustee hereunder by an instrument in writing duly executed,  and under
         its  corporate  seal,  and,   subject  to  its  right  to  revoke  such
         appointment  or to appoint  another  person,  the Owner  Trustee  shall
         appoint  a  successor   Co-Owner   Trustee,   such  appointment  to  be
         immediately  effective  in case of the death,  resignation,  removal or
         inability or incapacity to act  hereunder of the Co-Owner  Trustee.  In
         the event a  vacancy  occurs in the  office  of the  Co-Owner  Trustee,
         either by reason of  resignation,  removal,  incapacity or inability to
         act and no successor is appointed pursuant to the foregoing  provisions
         within  thirty  (30) days after  such  vacancy  occurs,  the Holder may
         appoint a successor  to the  Co-Owner  Trustee in the same manner as is
         provided for the  appointment  of a successor  to the Co-Owner  Trustee
         hereunder.

                  (v) At any time or times,  for the  purposes  of  meeting  the
         legal  requirements of any  jurisdiction in which any part of the Trust
         Estate hereunder may at the time be located,  or to avoid any violation
         of law or  imposition  of taxes  not  otherwise  imposed  on the  Owner
         Trustee,  or if the Owner  Trustee  shall deem it desirable for its own
         protection,  the Owner  Trustee  shall have power to appoint one (1) or
         more persons (who may be officers of the Owner Trustee either to act as
         an additional co-trustee, jointly with the Owner Trustee) of all or any
         part of the Trust Estate  hereunder,  or of any  property  constituting
         part  thereof,  or to act as separate  trustee of any part of the Trust
         Estate in

                                       18

<PAGE>


         either  case with  such  powers  as may be  provided  in the instrument
         of appointment and are consistent with the terms hereof, and to vest in
         such  person or persons in the  capacity as  aforesaid,  any  property,
         title, right or power deemed  necessary or  desirable,  subject  to the
         remaining provisions of this Section 9.2.

                  (vi)  Notwithstanding any provision of this Trust Agreement to
         the contrary,  any additional  co-trustee shall act upon and be subject
         to the following terms and conditions:

                           All rights,  powers, duties and obligations conferred
                  or  imposed  upon the  Owner  Trustee  shall be  conferred  or
                  imposed solely upon and solely  exercised and performed by the
                  Owner  Trustee  except to the extent that under any law of any
                  jurisdiction  in which  any  particular  act or acts are to be
                  performed  the Owner  Trustee  or the Owner  Trustee  shall be
                  incompetent  or  unqualified to perform such act or acts or to
                  avoid  any  violation  of  law  or  imposition  of  taxes  not
                  otherwise  imposed  on the  Owner  Trustee,  or if  the  Owner
                  Trustee  shall deem it desirable  for its own  protection,  in
                  which event such rights,  powers, duties and obligations shall
                  be  exercised  and  performed by such  co-trustee  or Co-Owner
                  Trustee.

                  (vii) No power  granted by this Trust  Agreement  to, or which
         this Trust Agreement provides may be exercised by, the Owner Trustee in
         respect  of the  custody,  control  and  management  of  moneys  may be
         exercised  by  any  Co-Owner  Trustee  or  any  subsequently  appointed
         co-trustee  except jointly with, or with the consent in writing of, the
         Owner Trustee for  disbursement  or application in accordance  with the
         terms hereof.

                  (viii) All moneys  which may be received or  collected  by any
         Co-Owner Trustee or such  subsequently  appointed  co-trustees shall be
         paid over to the Owner Trustee to be  distributed  in  accordance  with
         this Trust Agreement and the other Operative Agreements.

                  (ix)  Any  Co-Owner  Trustee,  or any  subsequently  appointed
         co-trustee to the extent  permitted by law, does hereby  constitute the
         Owner Trustee or its successors  hereunder his or her agent or attorney
         in fact,  with  full  power  and  authority  to do any and all acts and
         things and exercise any and all  discretion  authorized or permitted by
         the Co-Owner Trustee or such subsequently appointed co-trustee,  in its
         behalf or in its name.

                  (x) No trustee  hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder.

         SECTION 9.3     Notice.

         At all times that a successor  Owner  Trustee is appointed  pursuant to
Section 9.1, an Owner  Trustee  resigns  pursuant to Section 9.1 or the Co-Owner
Trustee, a co-trustee or separate trustee, is appointed pursuant to Section 9.2,
the  Holder  shall  give  notice of such  fact  within  thirty  (30) days of its
occurrence to Lessee, if the Lease is then in effect.

                                       19

<PAGE>


                                    ARTICLE X

                                   AMENDMENTS

         SECTION 10.1    Amendments.

         This Trust Agreement may be terminated,  amended, supplemented,  waived
or modified in accordance with Section 12.4 of the Participation Agreement.

         SECTION 10.2    Limitation on Amendments.

         Notwithstanding  Section 10.1, the Owner Trustee shall not, without the
consent  of the Bank  execute  any  amendment  that  might  result in the trusts
created  hereunder being  terminated  prior to the satisfaction and discharge of
the Lien and security  interest of the Security  Documents on the  Collateral or
prior to the payment in full of the  principal of, and interest on the Loans and
other than in accordance with the terms of the Credit Agreement.


                                   ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.1    No Legal Title to Trust Estate in the Holders.

         The Holder shall not have legal title to any part of the Trust  Estate;
provided, however, that Holder has a beneficial interest in the Trust Estate. No
transfer,  by operation of law or otherwise,  of any right, title or interest of
the Holder in and to the Trust  Estate or hereunder  shall  operate to terminate
this  Trust  Agreement  or the Trust or the  trusts  hereunder  or  entitle  any
successor or transferee to an accounting or to the transfer to it of legal title
to any part of the Trust Estate.

         SECTION 11.2    Sale of a Property by the Owner Trustee is Binding.

         Any sale,  transfer,  or other  conveyance  of any Property or any part
thereof by the Owner Trustee made pursuant to the terms of this Trust  Agreement
or any other Operative Agreement shall bind the Holder and shall be effective to
sell, transfer and convey all right, title and interest of the Owner Trustee and
the Holder in and to such  Property or any part  thereof.  No purchaser or other
grantee  shall  be  required  to  inquire  as to the  authorization,  necessity,
expediency or regularity of such sale or conveyance or as to the  application of
any sale or other proceeds with respect thereto by the Owner Trustee.

                                       20

<PAGE>


         SECTION 11.3    Limitations on Rights of Others.

         Nothing in this Trust Agreement  whether  express or implied,  shall be
construed  to give to any Person,  other than the Owner  Trustee and the Holder,
any legal or equitable right,  remedy or claim under or in respect of this Trust
Agreement,  any covenants,  conditions or provisions  contained herein or in the
Trust Estate;  but this Trust Agreement shall be held for the sole and exclusive
benefit of the Owner Trustee and the Holder.

         SECTION 11.4    Notices.

         Unless otherwise  expressly specified or permitted by the terms hereof,
all  notices  hereunder  shall be  given  as  provided  in  Section  12.2 of the
Participation Agreement.

         SECTION 11.5    Severability.

         Any  provision  of this  Trust  Agreement  that  may be  determined  by
competent authority to be prohibited or unenforceable in any jurisdiction shall,
as to such  jurisdiction,  be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         SECTION 11.6    Limitation on the Holders Liability.

         The Holder shall not have any  liability  for the  performance  of this
Trust Agreement except as expressly set forth herein.

         SECTION 11.7    Separate Counterparts.

         This Trust  Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such  counterparts  shall  together  constitute but one (1) and the same
instrument.

         SECTION 11.8    Successors and Assigns.

                  (a) All covenants  and  agreements  contained  herein shall be
         binding  upon,  and inure to the benefit of, Trust  Company,  the Owner
         Trustee  and  its  successors  and  assigns  and  the  Holder  and  its
         successors and assigns,  all as herein provided.  Any request,  notice,
         direction,  consent, waiver or other instrument or action by the Holder
         shall bind the successors and assigns of the Holder.

                  (b) The Holder may transfer or assign all of its right,  title
         and  interest  in the  Trust  Estate,  this  Trust  Agreement  and  the
         Certificate in accordance with the  requirements of Section 10.1 of the
         Participation  Agreement  and  pursuant to an  assignment  agreement in
         substantially  the form of Exhibit B. The Holder shall notify the Owner
         Trustee and Lessee in writing of the effective  date of the transfer or
         assignment,

                                       21

<PAGE>


         which  effective date shall be at least three (3) Business  Days  after
         the date of such  notification.  Upon the  occurrence  of  a  permitted
         assignment pursuant to this Section 11.8(b),  the  Owner Trustee  shall
         issue  a  Certificate  to  the  assignee.  The Owner Trustee  shall not
         recognize any purported  assignment or transfer by the Holder that does
         not comply with the terms of this  Section  11.8 and any such attempted
         transfer or assignment by the Holder in  violation of the terms of this
         Section 11.8 shall be null and void and of no effect.

         SECTION 11.9    Headings.

         The  headings  of the  various  articles  and  sections  herein are for
convenience  of reference only and shall not define or limit any of the terms or
provisions hereof.

         SECTION 11.10   Governing Law.

         THIS TRUST  AGREEMENT HAS BEEN  DELIVERED IN, AND SHALL IN ALL RESPECTS
BE GOVERNED BY AND CONSTRUED,  INTERPRETED  AND ENFORCED IN ACCORDANCE  WITH THE
LAW OF, THE STATE OF UTAH.

         SECTION 11.11   Performance by the Holders.

         Any  obligation of the Owner  Trustee  hereunder or under any Operative
Agreement or other document  contemplated  herein may be performed by the Holder
and any such  performance  shall not be construed as a revocation  of the trusts
created hereby.

         SECTION 11.12   Conflict with Operative Agreements.

         If this  Trust  Agreement  (or any  instructions  given  by the  Holder
pursuant  hereto)  shall  require  that any action be taken with  respect to any
matter and any other  Operative  Agreement  (or any  instructions  duly given in
accordance  with the terms  thereof)  shall  require that a different  action be
taken with respect to such matter, and such actions shall be mutually exclusive,
the provisions of such other  Operative  Agreement,  in respect  thereof,  shall
control.

         SECTION 11.13   No Implied Waiver.

         No term or provision of this Trust  Agreement  may be changed,  waived,
discharged or terminated  orally,  but only by an instrument in writing  entered
into as provided in Section  10.1;  and any such waiver of the term hereof shall
be effective only in the specific instance and for the specific purpose given.

                                       22

<PAGE>


         SECTION 11.14   SUBMISSION TO JURISDICTION; VENUE; ARBITRATION.

         THE PROVISIONS OF THE PARTICIPATION AGREEMENT RELATING TO SUBMISSION TO
JURISDICTION, VENUE AND ARBITRATION ARE HEREBY INCORPORATED BY REFERENCE HEREIN,
MUTATIS MUTANDIS.


                            [signature pages follow]

                                       23
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized, as of
the date set forth above.


                                     HOLDER:

                                     FIRST UNION NATIONAL BANK


                                     By: /s/ Eileen McCrickard
                                     Name: Eileen McCrickard
                                     Title: Vice President



                                     OWNER TRUSTEE:

                                     FIRST SECURITY BANK, NATIONAL ASSOCIATION


                                     By: /s/ Val T. Orton
                                     Name: Val T. Orton
                                     Title: Vice President



                           (DTSD Realty Trust 1999-1)



<PAGE>


                                    EXHIBIT A

                           FORM OF HOLDER CERTIFICATE


                    FIRST SECURITY BANK, NATIONAL ASSOCIATION

                                  TRUSTEE UNDER

                           TRUST AGREEMENT DATED AS OF
                                  JUNE 2, 1999


                               HOLDER CERTIFICATE

                            DTSD REALTY TRUST 1999-1


                                                              ___________, 199__


         First Security Bank, National  Association,  as trustee (herein in such
capacity called the "Owner Trustee") under that certain Trust Agreement dated as
of June 2, 1999 (herein called the "Trust Agreement",  the defined terms therein
not otherwise  defined herein being used herein with the same  meanings),  among
the several banks and other financial  institutions from time to time parties to
the Trust Agreement as the Holders and the Owner Trustee,  hereby  certifies for
the benefit of FIRST UNION NATIONAL BANK as follows: (i) this Holder Certificate
is a Holder  Certificate  referred to in Section 3.1(d) of the Trust  Agreement,
which Holder  Certificate  has been issued by the Owner Trustee  pursuant to the
Trust  Agreement  and (ii)  subject to the prior  payment of Notes to the extent
provided  for  in  Section  8.7  of  the  Participation  Agreement,  and  to the
assignment,  pledge or mortgage  of the Trust  Estate to secure the Notes as set
forth  in the  applicable  Operative  Agreements,  the  holder  of  this  Holder
Certificate  has a  beneficial  interest  in  properties  of the  Owner  Trustee
constituting  part of the Trust Estate and is entitled to receive as provided in
the Trust  Agreement,  a portion of the Rent  received  or to be received by the
Owner Trustee for the Properties, as well as certain other payments which may be
received by the Owner Trustee pursuant to the terms of the Operative  Agreements
as more particularly set forth therein.

         All amounts  payable  hereunder and under the Trust  Agreement shall be
paid only from the income  and  proceeds  from the Trust  Estate and only to the
extent that the Owner Trustee shall have received  sufficient income or proceeds
from the Trust Estate to make such payments in accordance  with the terms of the
Trust  Agreement,  except as  specifically  provided in Section 6.1 of the Trust
Agreement;  and the holder hereof, by its acceptance of this Holder Certificate,
agrees that it will look solely to the income and proceeds from the Trust Estate
to the extent available for distribution to the holder hereof as provided in the
Trust  Agreement  and  that,  except

                                      A-1

<PAGE>


as  specifically  provided  in the Trust  Agreement,  the Owner  Trustee  is not
personally  liable to the holder hereof for any amount payable under this Holder
Certificate or the Trust Agreement.

         The  amounts  payable  to the  holder  hereof  pursuant  to  the  Trust
Agreement shall be paid or caused to be paid by the Owner Trustee to, or for the
account  of,  such  Holder,  or its  nominee,  by  transferring  such  amount in
immediately  available funds to a bank institution or banking  institutions with
bank wire  transfer  facilities  for the account of such Holder or as  otherwise
instructed in writing from time to time by such Holder.

         This Holder  Certificate  shall mature,  and all amounts payable to the
holder hereof pursuant to the Trust  Agreement shall be due and payable,  on the
Maturity Date.

         This Holder  Certificate shall bear a yield on the unpaid amount hereof
from time to time  outstanding  hereunder  and under the Trust  Agreement at the
Holder Yield as provided in the Trust Agreement. The Holder Yield on this Holder
Certificate  shall be computed as provided in the Trust  Agreement  and shall be
payable at the  rates,  at the times and from the dates  specified  in the Trust
Agreement.

         From and after the execution of the Participation Agreement, the rights
of the holder of this Holder  Certificate  under the Trust  Agreement as well as
the beneficial  interest of the holder of this Holder  Certificate in and to the
properties  of the Owner  Trustee  constituting  part of the Trust  Estate,  are
subject and  subordinate to the rights of the holders of the Notes to the extent
provided in the applicable  Operative  Agreements.  The Trust Estate has been or
will be assigned, pledged and mortgaged to First Union National Bank as security
for the Notes and the Holder Certificates. Reference is hereby made to the Trust
Agreement,  the  Participation  Agreement,  the Credit  Agreement,  the Security
Agreement  and the  Notes for  statements  of the  rights of the  holder of this
Holder  Certificate  and of the  rights of the  holders  of,  and the nature and
extent of the security  for, the Notes,  as well as for a statement of the terms
and  conditions of the trusts  created by the Trust  Agreement,  to all of which
terms and  conditions  the holder hereof agrees by its acceptance of this Holder
Certificate.

         The holder hereof, by its acceptance of this Holder Certificate, agrees
not to transfer this Holder  Certificate  except in accordance with the terms of
the Trust Agreement and the other Operative Agreements.

         THIS HOLDER  CERTIFICATE  SHALL BE  INTERPRETED  AND  ENFORCED  AND THE
RIGHTS  AND  LIABILITIES  OF THE  PARTIES  HERETO  DETERMINED,  INTERPRETED  AND
ENFORCED IN  ACCORDANCE  WITH THE INTERNAL  LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF UTAH. WHENEVER POSSIBLE EACH PROVISION
OF  THIS  HOLDER  CERTIFICATE  SHALL  BE  INTERPRETED  IN SUCH  MANNER  AS TO BE
EFFECTIVE  AND VALID UNDER  APPLICABLE  LAW, BUT IF ANY PROVISION OF THIS HOLDER
CERTIFICATE  SHALL BE  PROHIBITED  BY OR  INVALID  UNDER  APPLICABLE  LAW,  SUCH
PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH  PROHIBITION OR

                                      A-2

<PAGE>


INVALIDITY,  WITHOUT  INVALIDATING  THE  REMAINDER  OF  SUCH  PROVISION  OR  THE
REMAINING PROVISIONS OF THIS HOLDER CERTIFICATE.

         [The remainder of this page has been intentionally left blank.]

                                      A-3
<PAGE>


         IN WITNESS  WHEREOF,  the undersigned  authorized  officer of the Owner
Trustee  has  executed  this Holder  Certificate  as of the date first set forth
above.


                                     FIRST SECURITY BANK, NATIONAL
                                     ASSOCIATION, not individually, except as
                                     expressly set forth herein, but solely as
                                     the  Owner Trustee   under   the  DTSD
                                     Realty Trust 1999-1


                                     By:
                                     Name:
                                     Title:



                                      A-4

<PAGE>


                                    EXHIBIT B

                        FORM OF ASSIGNMENT AND ACCEPTANCE


         Reference is made to the Trust Agreement,  dated as of June 2, 1999 (as
amended,  supplemented  or  otherwise  modified  from time to time,  the  "Trust
Agreement"),  among  FIRST  SECURITY  BANK,  NATIONAL  ASSOCIATION,  not  in its
individual  capacity except as stated  therein,  but solely as the Owner Trustee
under the DTSD Realty Trust 1999-1 (the "Owner Trustee" or the "Owner  Trustee")
and FIRST UNION NATIONAL BANK, as the Holder.  Unless otherwise  defined herein,
terms  defined in the Trust  Agreement  (or  pursuant  to Section 1 of the Trust
Agreement,  defined in other agreements) and used herein shall have the meanings
given to them in or pursuant to the Trust Agreement.

         FIRST UNION NATIONAL BANK (the  "Assignor") and  [____________________]
(the "Assignee") agree as follows:

         1. The Assignor  hereby  irrevocably  sells and assigns to the Assignee
without recourse to the Assignor,  and the Assignee hereby irrevocably purchases
and  assumes  from the  Assignor  without  recourse to the  Assignor,  as of the
Effective Date (as defined below), a 100% interest (the "Assigned  Interest") in
and to the  Assignor's  rights and  obligations  under the Trust  Agreement with
respect to the  facility  contained  in the Trust  Agreement as are set forth on
Schedule 1 hereto  (the  "Assigned  Facility"),  in a  principal  amount for the
Assigned Facility as set forth on Schedule 1.

         2. The Assignor (a) makes no  representation or warranty and assumes no
responsibility  with respect to any  statements,  warranties or  representations
made in or in  connection  with  the  Trust  Agreement  or any  other  Operative
Agreement or the execution,  legality,  validity,  enforceability,  genuineness,
sufficiency or value of the Trust  Agreement,  any other Operative  Agreement or
any other instrument or document furnished pursuant thereto,  other than that it
has not  created  any  adverse  claim upon the  interest  being  assigned  by it
hereunder  and that such  interest is free and clear of any such adverse  claim;
(b) makes no  representation  or  warranty  and assumes no  responsibility  with
respect to the financial  condition of the Owner Trustee or any other obligor or
the performance or observance by the Owner Trustee,  or any other obligor of any
of their respective obligations under the Trust Agreement or any other Operative
Agreement  or any other  instrument  or document  furnished  pursuant  hereto or
thereto;  and (c) attaches the  Certificate  held by it evidencing  the Assigned
Facility and requests that the Owner Trustee exchange such Certificate for a new
Certificate payable to the Assignee.

         3.  The  Assignee  (a)  represents  and  warrants  that  it is  legally
authorized to enter into this  Assignment and  Acceptance;  (b) confirms that it
has received  copies of the Operative  Agreements,  and such other documents and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into this Assignment and Acceptance;  (c) agrees that it will,
independently  and without  reliance  upon the Assignor or the Owner Trustee and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  decisions in taking or not taking action
under  the  Trust  Agreement,  the  other

                                      B-1

<PAGE>


Operative  Agreements  or any other  instrument or document  furnished  pursuant
hereto or thereto;  (d) appoints and  authorizes  the Owner Trustee to take such
action as agent on its behalf and to exercise such powers and  discretion  under
the Trust Agreement,  the other Operative  Agreements or any other instrument or
document  furnished  pursuant  hereto or thereto as are  delegated  to the Owner
Trustee  by the  terms  thereof,  together  with such  powers as are  incidental
thereto;  and (e) agrees  that it will be bound by the  provisions  of the Trust
Agreement and the other  Operative  Agreements to which  Assignee is a party and
will perform in accordance  herewith all the  obligations  which by the terms of
the Trust  Agreement and the other  Operative  Agreements to which Assignee is a
party are required to be performed by it as a Holder.

         4.  The  effective  date of this  Assignment  and  Acceptance  shall be
[________,  19__]  (the  "Effective  Date").  Following  the  execution  of this
Assignment  and  Acceptance,  it will be  delivered  to the  Owner  Trustee  for
acceptance  by it and  recording  by the Owner  Trustee of the Trust  Agreement,
effective as of the Effective Date (which shall not, unless  otherwise agreed to
by the Owner  Trustee,  be earlier than five (5) Business Days after the date of
such acceptance and recording by the Owner Trustee).

         5. From and after the Effective  Date, the Owner Trustee shall make, or
cause to be made,  all payments in respect of the Assigned  Interest  (including
without limitation payments of Holder Advance, yield, fees and other amounts) to
the Assignee  whether such amounts have accrued prior to the  Effective  Date or
accrue  subsequent to the Effective  Date.  The Assignor and the Assignee  shall
make all  appropriate  adjustments  in payments by the Owner Trustee for periods
prior to the  Effective  Date or with  respect to the making of this  assignment
directly between themselves.

         6. From and after the Effective Date, (a) the Assignee shall be a party
to the Trust  Agreement  and,  to the extent  provided  in this  Assignment  and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Operative  Agreements and shall be bound by the provisions thereof and (b)
the Assignor  shall,  to the extent  provided in this Assignment and Acceptance,
relinquish  its  rights and be  released  from its  obligations  under the Trust
Agreement and the other Operative Agreements.

         7. This Assignment and Acceptance  shall be governed by, and construed,
INTERPRETED AND ENFORCED in accordance with the laws of the State of UTAH.


                                      B-2

<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.


                                     FIRST UNION NATIONAL BANK, as Assignor

                                     By:
                                     Name:
                                     Title:


                                     [                            ], as Assignee

                                     By:
                                     Name:
                                     Title:


                                     Consented To:

                                     DOLLAR TREE DISTRIBUTION, INC., as the
                                     Construction Agent and as the Lessee

                                     By:
                                     Name:
                                     Title:


                                     FIRST  SECURITY  BANK, NATIONAL
                                     ASSOCIATION, not individually, but solely
                                     as  the  Owner Trustee under the DTSD
                                     Realty Trust 1999-1

                                     By:
                                     Name:
                                     Title:

                                      B-3

<PAGE>


                                   SCHEDULE 1
                          TO ASSIGNMENT AND ACCEPTANCE
                        RELATING TO THE TRUST AGREEMENT,
                DATED AS OF JUNE 2, 1999, (THE "TRUST AGREEMENT")
                                      AMONG
                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                   NOT INDIVIDUALLY EXCEPT AS STATED THEREIN,
                        BUT SOLELY AS THE OWNER TRUSTEE,
                                       AND
                           FIRST UNION NATIONAL BANK,
                                    AS HOLDER


Name of Assignor: First Union National Bank

Name of Assignee: [_______________]

Effective Date of Assignment:  [_______________]

         Trust Agreement            Holder Advance   Commitment
         Facility Assigned.         Amount Assigned  Percentage Assigned

         Holder Commitment          $___________     100%
         Amount pursuant to
         above-referenced Trust
         Agreement

         FIRST UNION NATIONAL BANK, as Assignor

         By:
         Name:
         Title:

         [                        ], as Assignee


         By:
         Name:
         Title:


                                      B-4
