Deed of Trust, Dated August 26, 2002

Exhibit 10.4 PREPARED BY AND UPON RECORDATION RETURN TO: Brown Raysman Millstein Felder & Steiner LLP 900 Third Avenue New York, New York 10022 Attention: David M. Warburg, Esq. STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER DEED OF TRUST THIS DEED of TRUST (this " Deed of Trust" ) made this 26th day of August, 2002, by JLM REALTY, INC., a North Carolina corporation, having an address c/o JLM Industries, Inc., 8675 Hidden River Parkway, Tampa, Florida 33637 (" Grantor" ) to JAMES L. SEAY, JR., having its mailing address c/o Seay Law Firm, 519 Market Street, Wilmington, North Carolina 28401 (" Trustee" ) and to THE PHILIP S. SASSOWER 1996 CHARITABLE REMAINDER ANNUITY TRUST, having an address c/o Mr. Philip Sassower, 135 East 57th Street, New York, New York 10022 (" Beneficiary" ). The designation " Grantor" , " Trustee" and " Beneficiary" as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. WITNESSETH, That whereas Grantor is indebted to Beneficiary in the principal sum of TWO MILLION AND 00/100 DOLLARS ($2,000,000.00), as evidenced by a Secured Promissory Note of even date herewith (the " Note" ), the terms of which are incorporated herein by reference. The final due date for payment of said Note, if not sooner paid, is December 31, 2002. NOW, THEREFORE, as security for said indebtedness, advancements and other sums expended by Beneficiary pursuant to this Deed of Trust and costs of collection and other valuable consideration, the receipt of which is hereby acknowledged, Grantor has bargained, sold, given, granted and conveyed and does by these presents bargain, sell, give, grant and convey to said Trustee, his heirs, or successors, and assigns, the parcel(s) of land situated in New Hanover County, North Carolina, and more particularly described in Schedule A (the " Land" ) attached hereto and made a part hereof; TOGETHER WITH all the improvements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Deed of Trust. All of the foregoing, together with the Land is referred to in this Deed of Trust as the " Premises." TO HAVE AND TO HOLD said Premises with all privileges and appurtenances thereunto belonging, to said Trustee, his heirs, successors, and assigns forever, upon the trusts, terms and conditions and for the uses hereinafter set forth, If Grantor shall pay the Note secured hereby in accordance with its terms, together with interest thereon, and any renewals or extensions thereof in whole or in part, all other sums secured hereby and shall comply with all of the covenants, terms and conditions of this Deed of Trust, then this conveyance shall be null and void and may be cancelled of record at the request and the expense of Grantor. If however, there shall be any default (a) in the payment of any sums due under the Note in accordance with its terms, this Deed of Trust in accordance with its terms, or any other instrument securing the Note, and such default is not cured prior to the expiration of the applicable notice or grace period, if any or (b) in any of the other covenants, terms or conditions of the Note secured hereby, this Deed of Trust, or any other instrument securing Note and such default is not cured prior to the expiration of the applicable notice or grace period, if any, then without further notice, it shall be lawful for and the duty of the Trustee, upon request of Beneficiary, to sell the land herein conveyed in accordance with paragraph 12 hereof. The proceeds of the sale shall be applied to costs of sale, including, but not limited to, costs of collection of taxes, assessments, costs of recording, service fees and incidental expenditures, the amount due on the Note hereby secured and advancements and other sums expended by Beneficiary according to the provisions hereof and otherwise as required by the then existing law relating to foreclosures. And the said Grantor does hereby covenant and agree with the Trustee as follows: 1. PAYMENT OF PRINCIPAL AND INTEREST; PREPAYMENT AND LATE CHARGES. Grantor shall promptly pay when due the principal of and interest on the debt evidenced by the Note and any prepayment and late charges due under the Note. 2. APPLICATION OF PAYMENTS. Unless applicable law provides otherwise, all payments received by Beneficiary under paragraph 1 shall be applied: first, to any prepayment charges due under the Note; second, to interest due; third, to principal due, and last, to any late charges due under the Note. 3. INSURANCE. Grantor shall keep all improvements on said land, now or hereafter erected, constantly insured for the benefit of Beneficiary against loss by fire, windstorm and such other casualties and contingencies, in such manner and in such companies and for such amounts, not less than that amount necessary to pay the sum secured by this Deed of Trust, and as may be satisfactory to Beneficiary, Grantor shall purchase such insurance, pay all premiums therefore, and shall deliver to Beneficiary such policies along with evidence of premium payment as long as the Note secured hereby remains unpaid. If Grantor fails to purchase insurance, pay premiums thereof or deliver said policies along with evidence of payment of premiums thereon, then Beneficiary, at its option, may purchase such Insurance. Such amounts paid by Beneficiary shall be added to the principal of the Note secured by this Deed of Trust, and shall be due and payable upon demand of Beneficiary. All proceeds from any insurance so maintained shall at the option of Beneficiary be applied to the debt secured hereby and if payable in installments, applied in the inverse order of maturity of such installments or in the repair or reconstruction of any improvements located upon the Premises. 4. TAXES, ASSESSMENTS, CHARGES. Grantor shall pay all taxes, assessments and charges as may be lawfully levied against said Premises within 30 days after the same shall become due. In the event that Grantor fails to so pay all taxes, assessments and charges as herein required, then Beneficiary, at its option, may pay the same and the amounts so paid shall be added to the principal of the Note secured by this Deed of Trust, and shall be due and payable upon demand of Beneficiary. If Beneficiary determines that any part of the Premises is subject to a lien not approved by Beneficiary which may attain priority over this Deed of Trust, Beneficiary may give Grantor a notice identifying the lien. Grantor shall satisfy the lien, to Beneficiary' s satisfaction, within 10 days of the giving of notice. 5. ASSIGNMENTS OF RENTS AND PROFITS. Grantor assigns to Beneficiary, in the event of default, all rents and profits from the land and any improvements, to rent same, at any reasonable rate of rent determined by Beneficiary, and after deducting from any such rent the cost or reletting and collection, to apply the remainder to the debt secured hereby. 6. PARTIAL RELEASE. Grantor shall not be entitled to the partial release of any of the above described property without the prior written consent of Beneficiary. Notwithstanding anything herein contained, Grantor shall not be entitled to any release of property unless Grantor is not in default and is in full compliance with all of the terms and provisions of the Note, this Deed of Trust, and any other instrument that maybe securing said Note. 7. WASTE. Grantor covenants that it will keep the Premises herein conveyed in as good order, repair and condition as they are now, reasonable wear and tear excepted, and will comply with comply with all governmental requirements respecting the Premises or their use, and that it will not commit or permit any waste. 8. COMDENMNATION. In the event that any or all of the Premises shall be condemned and taken under the power of eminent domain, Grantor shall give immediate written notice to Beneficiary and Beneficiary shall have the right to receive and collect all damages awarded by reason of such taking, and the right to such damages hereby is assigned to Beneficiary who shall have the discretion to apply the amount so received, or any part thereof, to the indebtedness due hereunder and if payable in installments, applied in the inverse order or maturity of such installments, or to any alteration, repair or restoration of the Premises by Grantor. 9. INSPECTION. Beneficiary or its agent may make reasonable entries upon and inspections of the Premises. Beneficiary shall give Grantor notice at the time of or prior to an inspection specifying reasonable cause for the inspection. 10. WARRANTIES. Grantor covenants with Trustee and Beneficiary it is the owner of the Premises in fee simple, has the right to convey the same in fee simple, that title is marketable and fee and clear of all encumbrances, and that it will warrant and defend the title against the lawful claims of all persons whomsoever, except for the exceptions hereinafter stated. Title to the property hereinabove described is subject to the following exceptions, if any: any portion of the Premises lying below the mean high water mark of the Cape Fear River; any utility easements affecting the Premises; any rights of way affecting the Premises 11. TRUSTEE' S FEES; SUBSTITUTE TRUSTEE. Grantor shall pay all costs, fees and expenses incurred by Trustee and Trustee' s agents and counsel in connection with the performance by Trustee of Trustee' s duties hereunder and all such costs, fees and expenses shall be secured by this Deed of Trust. Trustee shall be under no duty to take any action hereunder except as expressly required hereunder or by law, or to perform any act which would involve Trustee in any expense or liability or to institute or defend any suit in respect hereof, unless properly indemnified to Trustee' s reasonable satisfaction. Trustee, by acceptance of this Deed of Trust, covenants to perform and fulfill the trusts herein created, being liable, however, only for willful negligence or misconduct, and hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance with the terms hereof. Beneficiary may remove Trustee at any time or from time to time and select a successor trustee. In the event of the death, removal, resigna ...