10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 0-14665

DAILY JOURNAL CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina	95-4133299
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

915 East First Street Los Angeles, California	90012-4050
(Address of principal executive office)	(Zip code)

Registrant’s telephone number, including area code: (213) 229-5300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes:  x    No:  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)    Yes:  ¨    No:  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Class	Outstanding at July 31, 2004
Common Stock, par value $ .01 per share	1,503,810 shares

DAILY JOURNAL CORPORATION

INDEX

	Page Nos.
PART I Financial Information
Item 1. Financial statements
Consolidated Balance Sheets - June 30, 2004 and September 30, 2003	3
Consolidated Statements of Income - Three months ended June 30, 2004 and 2003	4
Consolidated Statements of Income - Nine months ended June 30, 2004 and 2003	5
Consolidated Statements of Cash Flows - Nine months ended June 30, 2004 and 2003	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Qualitative and Quantitative Disclosures about Market Risk	13
Item 4. Controls and Procedures	13
Part II Other Information
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	14
Item 6. Exhibits and Reports on Form 8-K	15

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PART I

Item 1. FINANCIAL STATEMENTS

DAILY JOURNAL CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30 2004			September 30 2003
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	583,000		$	491,000
U.S. Treasury Bills, at cost plus discount earned		9,161,000			5,592,000
Accounts receivable, less allowance for doubtful accounts of $300,000 at June 30, 2004 and $400,000 at September 30, 2003		5,534,000			6,205,000
Inventories		31,000			22,000
Prepaid expenses and other assets		217,000			214,000
Deferred income taxes		901,000			980,000
Total current assets		16,427,000			13,504,000
Property, plant and equipment, at cost
Land, buildings and improvements		13,049,000			11,122,000
Furniture, office equipment and computer software		4,574,000			6,154,000
Machinery and equipment		1,745,000			1,492,000
		19,368,000			18,768,000
Less accumulated depreciation		(7,134,000	)		(8,226,000	)
		12,234,000			10,542,000
Deferred income taxes		361,000			130,000
	$	29,022,000		$	24,176,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	4,951,000		$	5,905,000
Accrued liabilities		2,778,000			2,608,000
Income taxes		—			80,000
Notes payable – current portion		168,000			94,000
Deferred subscription revenue and other revenues		7,008,000			6,909,000
Total current liabilities		14,905,000			15,596,000
Notes payable – long-term		4,419,000			1,714,000
Commitments and contingencies (Notes 6 and 7)
Minority interest in subsidiary (7%)		—			—
Shareholders’ equity
Preferred stock, $.01 par value, 5,000,000 shares authorized and no shares issued		—			—
Common stock, $.01 par value, 5,000,000 shares authorized; 1,505,010 and 1,509,503 shares, at June 30, 2004 and September 30, 2003, respectively, outstanding		15,000			15,000
Other paid-in capital		1,913,000			1,919,000
Retained earnings		8,676,000			5,802,000
Less 47,445 and 46,271 treasury shares, at June 30, 2004 and September 30, 2003, respectively, at cost		(906,000	)		(870,000	)
Total shareholders’ equity		9,698,000			6,866,000
	$	29,022,000		$	24,176,000

See accompanying notes to consolidated financial statements.

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DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three months ended June 30
	2004			2003
Revenues
Advertising	$	4,573,000		$	4,458,000
Circulation		2,534,000			2,612,000
Information systems and services		992,000			985,000
Advertising service fees and other		902,000			833,000
		9,001,000			8,888,000
Costs and expenses
Salaries and employee benefits		4,131,000			4,272,000
Commissions and other outside services		1,218,000			1,465,000
Newsprint and printing expenses		539,000			459,000
Postage and delivery expenses		477,000			485,000
Depreciation and amortization		335,000			557,000
Other general and administrative expenses		892,000			909,000
		7,592,000			8,147,000
Income from operations		1,409,000			741,000
Other income and (expense)
Interest income		13,000			36,000
Interest expense		(47,000	)		(37,000	)
Income before taxes		1,375,000			740,000
Provision for income taxes		85,000			—
Income before minority interest in subsidiary		1,290,000			740,000
Minority interest in subsidiary (7%)		—			—
Net income	$	1,290,000		$	740,000
Weighted average number of common shares outstanding - basic and diluted		1,458,367			1,473,402
Basic and diluted net income per share	$	.89		$	.50

See accompanying notes to consolidated financial statements.

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DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Nine months ended June 30
	2004			2003
Revenues
Advertising	$	12,809,000		$	12,714,000
Circulation		7,670,000			7,897,000
Information systems and services		3,704,000			2,763,000
Advertising service fees and other		2,248,000			2,257,000
		26,431,000			25,631,000
Costs and expenses
Salaries and employee benefits		12,463,000			12,483,000
Commissions and other outside services		3,875,000			4,234,000
Newsprint and printing expenses		1,425,000			1,252,000
Postage and delivery expenses		1,449,000			1,510,000
Depreciation and amortization		975,000			1,654,000
Other general and administrative expenses		2,982,000			2,789,000
		23,169,000			23,922,000
Income from operations		3,262,000			1,709,000
Other income and (expense)
Interest income		38,000			85,000
Interest expense		(109,000	)		(113,000	)
Income before taxes		3,191,000			1,681,000
Provision for income taxes		170,000			—
Income before minority interest in subsidiary		3,021,000			1,681,000
Minority interest in subsidiary (7%)		—			—
Net income	$	3,021,000		$	1,681,000
Weighted average number of common shares outstanding - basic and diluted		1,460,536			1,476,630
Basic and diluted net income per share	$	2.07		$	1.14

See accompanying notes to consolidated financial statements.

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DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended June 30
	2004			2003
Cash flows from operating activities
Net income	$	3,021,000		$	1,681,000
Adjustments to reconcile net income to net cash provided by operations
Depreciation and amortization		975,000			1,654,000
Deferred income taxes		(152,000	)		(90,000	)
Discount earned on U.S. Treasury Bills		(14,000	)		(10,000	)
Changes in assets and liabilities
(Increase) decrease in current assets
Accounts receivable, net		671,000			(192,000	)
Inventories		(9,000	)		8,000
Prepaid expenses and other assets		(3,000	)		(75,000	)
Increase (decrease) in current liabilities
Accounts payable		(954,000	)		445,000
Accrued liabilities		170,000			194,000
Income tax payable		(80,000	)		—
Deferred subscription and other revenues		99,000			(112,000	)
Cash provided by operating activities		3,724,000			3,503,000
Cash flows from investing activities
Net purchases in U.S. Treasury Bills		(3,555,000	)		(990,000	)
Purchases of property, plant and equipment, net		(2,667,000	)		(2,031,000	)
Net cash used for investing activities		(6,222,000	)		(3,021,000	)
Cash flows from financing activities
Proceeds from loan		2,856,000			—
Payment of loan principal		(77,000	)		(61,000	)
Purchase of common and treasury stock		(189,000	)		(160,000	)
Cash received from financing activities		2,590,000			(221,000	)
Increase in cash and cash equivalents		92,000			261,000
Cash and cash equivalents
Beginning of period		491,000			513,000
End of period	$	583,000		$	774,000
Interest paid during period	$	109,000		$	113,000

See accompanying notes to consolidated financial statements.

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DAILY JOURNAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - The Corporation and Operations

The Daily Journal Corporation (the “Company”) publishes newspapers and web sites covering California, Arizona and Nevada, as well as the California Lawyer magazine, and produces several specialized information services. Sustain Technologies, Inc. (“Sustain”), a 93% owned subsidiary as of June 30, 2004, has been consolidated since it was acquired in January 1999. Sustain supplies case management software systems and related products to courts and other justice agencies, including district attorney offices and administrative law organizations. These courts and agencies use the Sustain family of products to help manage cases and information electronically and to interface with other critical justice partners. Sustain’s products are designed to help users manage electronic case files from inception to disposition, including all aspects of calendaring and accounting, report and notice generation, the implementation of standards and business rules and other corollary functions. Essentially all of the Company’s operations are based in California, Arizona, Colorado and Nevada.

Note 2 - Basis of Presentation

In the opinion of the Company, the accompanying interim unaudited consolidated financial statements contain all adjustments necessary for a fair statement of its financial position as of June 30, 2004, the results of operations for the three- and nine-month periods ended June 30, 2004 and 2003 and its cash flows for the nine months ended June 30, 2004 and 2003. The results of operations for the three- and nine-months ended June 30, 2004 and 2003 are not necessarily indicative of the results to be expected for the full year.

The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003.

Certain reclassifications of previously reported amounts have been made to conform to the current year’s presentation.

Note 3 - Basic and Diluted Income Per Share

The Company does not have any common stock equivalents, and therefore the basic and diluted income per share are the same.

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Note 4 - Operating Segments

Summarized financial information concerning the Company’s reportable segments is shown in the following table:

	Reportable Segments						Total Results for both Segments
	Traditional Business			Sustain
Nine months ended June 30, 2004
Revenues	$	22,727,000		$	3,704,000		$	26,431,000
Income (loss) before taxes, net of minority interest		3,287,000			(96,000	)		3,191,000
Total assets		27,012,000			2,010,000			29,022,000
Capital expenditures		2,639,000			28,000			2,667,000
Depreciation and amortization		776,000			199,000			975,000
Income tax benefits (expenses)		(1,400,000	)		1,230,000			(170,000	)
Total after tax income		1,887,000			1,134,000			3,021,000
Nine months ended June 30, 2003
Revenues	$	22,868,000		$	2,763,000		$	25,631,000
Income (loss) before taxes, net of minority interest		3,521,000			(1,840,000	)		1,681,000
Total assets		20,247,000			3,173,000			23,420,000
Capital expenditures		1,992,000			39,000			2,031,000
Depreciation and amortization		1,024,000			630,000			1,654,000
Income tax benefits (expenses)		(1,400,000	)		1,400,000			—
Total after tax income (loss)		2,121,000			(440,000	)		1,681,000
Three months ended June 30, 2004
Revenues	$	8,009,000		$	992,000		$	9,001,000
Income before taxes, net of minority interest		1,446,000			(71,000	)		1,375,000
Total assets		27,012,000			2,010,000			29,022,000
Capital expenditures		354,000			2,000			356,000
Depreciation and amortization		296,000			39,000			335,000
Income tax benefits (expenses)		(600,000	)		515,000			(85,000	)
Total after tax income		846,000			444,000			1,290,000
Three months ended June 30, 2003
Revenues	$	7,903,000		$	985,000		$	8,888,000
Income (loss) before taxes, net of minority interest		1,367,000			(627,000	)		740,000
Total assets		20,247,000			3,173,000			23,420,000
Capital expenditures		1,052,000			4,000			1,056,000
Depreciation and amortization		346,000			211,000			557,000
Income tax benefits (expenses)		(500,000	)		500,000			—
Total after tax income (loss)		867,000			(127,000	)		740,000

Note 5 - Income Tax Accounting

No tax provision was recorded for the nine months ended June 30, 2003 because the Company was able to utilize net operating carry-forwards attributable to the Sustain-segment losses in prior years to offset all taxes which otherwise would have been payable. The Company recorded a tax provision of $170,000 for the nine months ended June 30, 2004, because the Company expects that the remaining tax benefits of $428,000, for financial statement purposes, from past Sustain-segment losses will not be sufficient to offset the Company’s entire tax liability for fiscal 2004.

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Note 6 - Debt and Other Commitments

The Company owns its facilities in Los Angeles and leases space for its other offices under operating leases which expire at various dates through 2009. The Company is responsible for a portion of maintenance, insurance and property tax expenses relating to certain leased property. Rental expenses for comparable nine-month periods ended June 30, 2004 and 2003 were $618,000 and $706,000, respectively.

As of June 30, 2004, the Company has two real estate loans: One of $1,731,000, which bears interest at 6.84%, is repayable in equal monthly installments of about $18,000 through 2016, and another, obtained in June of 2004, of $2,856,000, bears interest at same rate of 6.84% and is repayable in equal monthly installments of about $22,000 through 2024. These loans are secured by the Company’s facilities in Los Angeles.

Note 7 - Contingencies

Management has received information furnished by legal counsel on the current stage of all outstanding legal proceedings and the development of these matters to date. There has never been a resolution of the payment dispute between Sustain and the terminated outside service provider whose software development work was terminated by Sustain in April 2001 as a result of serious flaws and long delays. The terminated outside service provider filed for bankruptcy in December 2001 and stated in its filings with the U.S. Bankruptcy Court that it was considering bringing a collection action against Sustain. If it does, Sustain will assert counter-claims that completely offset the terminated outside provider’s claims. Sustain will vigorously defend any litigation or action brought by the terminated outside service provider, although no assurances can be made as to the ultimate outcome of the dispute. It is the opinion of management that adequate provision has been made for any amounts that may become due as a result of the dispute.

In addition, Sustain received a letter in April 2003 from counsel to the Ontario, Canada Ministry of the Solicitor General, Ministry of Public Safety and Security and Ministry of the Attorney General (collectively, the “Ministries”). The Ministries had entered into a contract with Sustain, dated as of April 22, 1999 (the “Contract”), pursuant to which the Ministries sought to license the software product that was to be developed by the outside service provider referred to above. The Contract was formally terminated in June 2002. The letter from counsel purported to invoke the dispute resolution process set forth in the Contract and claimed damages in the amount of $20 million. Counsel for Sustain and counsel for the Ministries engaged in preliminary discussions with respect to this matter, and the dispute resolution process set forth in the Contract was not utilized. Counsel for Sustain last communicated with counsel for the Ministries by a letter sent in April 2003. At this point, management is unable to determine whether this matter will have a material adverse effect on Sustain and the Company.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Revenues were $26,431,000 and $25,631,000 for the nine months ended June 30, 2004 and 2003, respectively. This increase of $800,000 (3%) was primarily attributable to the increased consulting revenues and other revenues of Sustain, partially offset by a decline in circulation revenues. (Revenues were $9,001,000 and $8,888,000 for the three months ended June 30, 2004 and 2003, respectively.)

Display advertising revenues increased by $441,000, while classified advertising revenues decreased by $114,000. Public notice advertising revenues decreased by $232,000 primarily resulting from a decline in trustee foreclosure sales because of stronger housing markets in California and Arizona. The Company’s smaller newspapers, those other than the Los Angeles and San Francisco Daily Journals (“The Daily Journals”), accounted for about 91% of the total public notice advertising revenues. Public notice advertising revenues and related advertising and other service fees constituted about 27% of the Company’s total revenues. Circulation revenues decreased an aggregate of $227,000, including those for the court rule services as more courts are now providing their rules online. The Daily Journals accounted for about 72% of the Company’s total circulation revenues, and their circulation levels decreased slightly. The court rule and judicial profile services generated about 17% of the total circulation revenues, with the other newspapers and services accounting for the balance. Information system and service revenues increased by $941,000 primarily because of increased consulting and other revenues for the installation of Sustain software in the courts in several California counties. The Company’s revenues derived from Sustain’s operations constituted about 14% and 11% of the Company’s total revenues for the nine months ended June 30, 2004 and 2003, respectively.

Costs and expenses decreased by $753,000 (3%) to $23,169,000 from $23,922,000. Total personnel costs were $12,463,000, representing a decrease of $20,000. Commissions and other outside services declined by $359,000 (8%) primarily due to reduced outside computer consulting expenses for the Sustain installations. Newsprint and printing expenses increased by $173,000 (14%) primarily due to increased paper prices. Depreciation and amortization expenses decreased by $679,000 (41%) primarily due to more fully depreciated assets. Other general and administrative expenses increased by $193,000 (7%) mainly because of more repairs and maintenance expenses for the Los Angeles facilities and for the relocation of the San Francisco office. (Costs and expenses were $7,592,000 and $8,147,000 for the three months ended June 30, 2004 and 2003, respectively.)

The Company’s expenditures for the development of new Sustain software products are highly significant and will materially impact overall results at least through fiscal 2004, and very likely much longer. These costs are expensed as incurred until technological feasibility of the product has been established, at which time such costs are capitalized, subject to expected recovery. Sustain’s internal development costs, primarily incremental, aggregated $913,000 and $865,000 for the nine months ended June 30, 2004 and 2003, respectively. If Sustain’s internal development programs are not successful, they will significantly and adversely impact the Company’s ability to maximize its existing investment in the Sustain software, to service its existing customers, and to compete for new opportunities in the case management software business.

The Company’s traditional business segment pretax profit decreased by $234,000 (7%) to $3,287,000 from $3,521,000 primarily resulting from declines in circulation revenues, partially offset by reduced depreciation, amortization and other expenses. Sustain’s business segment pretax loss decreased $1,744,000 (95%) from $1,840,000 to $96,000, primarily due to increased consulting and other revenues associated with the installation and license of Sustain software by the courts in several California

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countries. While the Company expects to continue receiving license fees as a result of these installations, future revenue from consulting services, which aggregated $1,637,000 during the nine months ended June 30, 2004, may not continue at recent levels. Also, Sustain’s reduced loss in the period reflects the expiration of two employment agreements, which were not renewed, and the completion of the amortization of capitalized software acquired upon the purchase of Sustain in 1999.

Consolidated net income was $3,021,000 and $1,681,000 for the nine months ended June 30, 2004 and 2003, respectively. (Consolidated net income was $1,290,000 for the three months ended June 30, 2004 compared to $740,000 in the comparable prior year period.) No tax provisions were recorded for the nine months ended June 30, 2003 because the Company was able to utilize a portion of its net operating loss carry-forwards attributable to the Sustain-segment losses in prior years to offset taxes which otherwise would have been payable. The Company recorded a tax provision of $170,000 for the nine months ended June 30, 2004, because the remaining tax benefits of $428,000, for financial statement purposes, from past Sustain-segment losses are not expected to be sufficient to offset all of the Company’s taxes for fiscal 2004. Net income per share increased to $2.07 from $1.14.

Liquidity and Capital Resources

During the nine months ended June 30, 2004, the Company’s cash and cash equivalents and U.S. Treasury Bill positions increased by $3,661,000 primarily resulting from the proceeds of a new loan of $2,856,000. Cash and cash equivalents were used for the purchase of capital assets of $2,667,000 primarily for additional facilities and equipment in Los Angeles and to purchase the Company’s common stock for an aggregate amount of $189,000. The cash provided by operating activities of $3,724,000 included a net increase in prepayments for subscriptions and other of $99,000, primarily related to a prepayment for Sustain licenses. Proceeds from the sale of subscriptions from newspapers, court rule books and other publications and for software maintenance and other services are recorded as deferred revenue and are included in earned revenue only when the services are rendered. Cash flows from operating activities increased by $221,000 for the nine months ended June 30, 2004 as compared to the prior comparable period primarily due to increased net income and changes in current assets and liabilities, including the reduction in accounts receivable and accounts payable, partially offset by the increase in deferred revenues. As of June 30, 2004, the Company had working capital of $8,530,000 before deducting the liability for deferred subscription revenues and other revenues of $7,008,000, which are scheduled to be earned within one year.

During fiscal 2004, and very likely much longer, the Company expects its total expenditures in support of the development of the Sustain software to continue to be very significant. In addition, there has never been a resolution of the issues between Sustain and the outside software development service provider which was terminated in April 2001. The terminated outside service provider filed for bankruptcy in December 2001 and stated in its filings with the U.S. Bankruptcy Court that it was considering bringing a collection action against Sustain. If it ever does, Sustain will assert counter-claims that completely offset the terminated outside provider’s claims. Sustain will vigorously defend any litigation or action brought by the terminated outside service provider, although no assurances can be made as to the ultimate outcome of the dispute. It is the opinion of management that adequate provision has been made for any amounts that may become due as a result of the dispute. In a related matter, on April 2, 2003, counsel for the Ontario, Canada Ministry of the Solicitor General, Ministry of Public Safety and Security and Ministry of the Attorney General sent a letter to Sustain claiming damages of $20 million as a result of Sustain’s inability to deliver a functional software system due to the flawed work of the outside service provider. In addition to the legal risks associated with these matters, the pendency of these issues could have an impact on Sustain’s ability to attract new customers or work with its existing customers.

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As of June 30, 2004, the Company has two real estate loans: One of $1,731,000, which bears interest at 6.84%, is repayable in equal monthly installments of about $18,000 through 2016, and another, obtained in June of 2004, of $2,856,000, bears interest at the same rate of 6.84% and is repayable in equal monthly installments of about $22,000 through 2024. These loans are secured by the Company’s facilities in Los Angeles.

If the Company requires additional funds, it may, among other things, change Sustain’s development strategy or attempt to secure additional financing, which may or may not be available to the Company on acceptable terms.

Critical Accounting Policies

The Company’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that both accounting for capitalized software costs and income tax accounting are critical accounting policies.

Pursuant to Statement of Financial Accounting Standards No. 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, costs related to the research and development of a new software product are to be expensed as incurred until the technological feasibility of the product is established. Accordingly, costs related to the development of new Sustain software products are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized, subject to expected recoverability. In general, “technological feasibility” is achieved when the developer has established the necessary skills, hardware and technology to produce a product and a detailed program design has been (a) completed, (b) traced to the product specifications and (c) reviewed for high-risk development issues.

Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the Company’s financial position or its results of operations. In the future, there may be tax benefits, for financial statement purposes, from past Sustain-segment losses, but most of these benefits have been used or will be used in fiscal 2004.

The above discussion and analysis for the three- and nine- months ended June 30, 2004 and 2003 should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this report. (See Notes 6 and 7 for debt and other commitments and contingencies.)

Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this document, including but not limited to those in Items 1 and 2, are “forward-looking” statements that involve risks and uncertainties that may cause actual future events or results to differ materially from those described in the forward-looking statements.

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Words such as “expects,” “intends,” “anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments, or otherwise. There are many factors that could cause actual results to differ materially from those contained in the forward-looking statements. These factors include, among others: risks associated with the functionality and resources required for new and existing case management software projects; the success or failure of Sustain’s internal software development efforts; the ultimate resolution, if any, of the disputes with the Ontario, Canada Ministries and Sustain’s terminated outside service provider; material changes in the costs of materials; a potential decline in subscriber revenue; an inability to continue borrowing on current terms; possible changes in tax laws; collectibility of accounts receivable; potential increases in employee and consultant costs; attraction, training and retention of employees; changes in accounting guidance; and competitive factors in both the case management software business and the publishing business. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic conditions (particularly in California) and other factors. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements are disclosed in this Form 10-Q, including without limitation in conjunction with the forward-looking statements themselves. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in documents filed by the Company with the Securities and Exchange Commission.

Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not use derivative financial instruments. The Company does maintain a portfolio of cash equivalents maturing in three months or less as of the date of purchase and of U.S. Treasury Bills maturing within one year. Given the short-term nature of the investments and borrowings, and the fact that the Company had no outstanding borrowing except for the real estate loans which bear a fixed interest rate, the Company was not subject to significant interest rate risk. The real estate loans of $1,731,000 and $2,856,000 each bears interest at approximately 6.84% and are repayable in equal monthly installments of about $18,000 through 2016 and $22,000 through 2024, respectively. These real estate loans are secured by the Company’s facilities in Los Angeles.

Item 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including Gerald L. Salzman, its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2004. Based on that evaluation, Mr. Salzman concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as specified in the rules and forms of the Securities Exchange Commission. There have been no material changes in the Company’s internal controls over financial reporting or in other factors reasonably likely to affect the internal controls over financial reporting during the quarter ended June 30, 2004.

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PART II

Item 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
4/1/04 - 4/30/04	0	$	0.00		(a)	Not applicable
5/1/04 - 5/31/04	2,000	$	35.05		(a)	Not applicable
6/1/04 - 6/30/04	0	$	0.00		(a)	Not applicable
Total	2,000	$	35.05		(a)	Not applicable

(a) The Company’s common stock repurchase program was implemented in 1987 in combination with the Company’s Deferred Management Incentive Plan, and therefore the Company’s per share earnings have not been diluted by grants of “units” under the Deferred Management Incentive Plan. Each unit entitles the recipient to a designated share of the pretax earnings of the Company on a consolidated basis, or a designated share of the pretax earnings attributable to only Sustain or the Company’s traditional business, depending on the recipient’s responsibilities. All purchases made by the Company during the quarter were made in open-market transactions. The Company’s stock repurchase program remains in effect, and the Company plans to repurchase shares from time to time as it deems appropriate (including, if necessary, to prevent any additional dilution that may be caused by the Deferred Management Incentive Plan).

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Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

10.1 Note Secured by Deed of Trust, dated June 3, 2004, in the principal amount of $3,400,000 of which $2,856,000 were partially funded in June 2004, executed by Daily Journal Corporation in favor of City National Bank.

10.2 Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated June 3, 2004, executed by Daily Journal Corporation in favor of City National Bank.

10.3 Loan Revision Agreement for the Note Secured by Deed of Trust, dated June 3, 2004, in the principal amount of $3,400,000, executed by Daily Journal Corporation and City National Bank.

31 Certifications by Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

None.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DAILY JOURNAL CORPORATION

(Registrant)

/s/ Gerald L. Salzman

Gerald L. Salzman

Chief Executive Officer

President

Chief Financial Officer

Treasurer

DATE: August 13, 2004

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EX-10.1

Exhibit 10.1

DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to trustee under the Deed of Trust for cancellation before reconveyance will be made.

NOTE SECURED BY DEED OF TRUST

INSTALLMENT - INTEREST (FIXED) INCLUDED

$3,400,000.00	Loan No.00003
	Account No.422525
	633 West Fifth Street, Tenth Floor
	Los Angeles, CA 90071
	June 3, 2004

On July 1, 2024 (“Maturity Date”), Daily Journal Corporation, a South Carolina corporation (“Borrower”) promises to pay in immediately available funds to the order of City National Bank, a national banking association (“CNB”), at its office set forth above, the principal sum of Three Million Four Hundred Thousand and 00/100 Dollars ($3,400,000.00), or so much thereof as may be outstanding, with interest thereon to be computed from the date of its disbursement at a rate computed on a basis of a 360-day year, actual days elapsed, equal to Six and Eighty-Four Hundredths percent (6.84%) (“Interest Rate”).

Principal and interest together are payable in installments of Twenty-Six Thousand Two Hundred Thirty-Eight and 90/100 Dollars ($26,238.90) each month commencing with the first day of August, 2004, and continuing thereafter on the same day of each month until maturity, as above stated, when all unpaid interest and principal shall be payable. The above stated monthly payments of principal and interest will amortize the loan in twenty (20) years. CNB acknowledges that no Prepayment Penalty applies to this Note.

This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing of even date herewith (“Deed of Trust”) covering certain real and personal property, as therein described (the “Property”). It may also he secured by other collateral. This Note and the Deed of Trust are two of several Loan Documents, as defined and designated in a Supplemental Terms Letter (“Supplemental Terms Letter”) of even date herewith between CNB and Borrower. Some or all of the Loan Documents, including the Supplemental Terms Letter, contain provisions for the acceleration of the maturity of this Note.

The occurrence of any of the following with respect to Borrower or any guarantor of this Note or any general partner of Borrower or such guarantor, shall constitute an “Event of Default” hereunder:

1. The failure to make any payment of principal or interest when due under this Note;

2. The filing of a petition by or against any of such parties under any provisions of the Bankruptcy Code;

3. The appointment of a receiver or an assignee for the benefit of creditors;

4. The commencement of dissolution or liquidation proceedings or the disqualification of any such parties which is a corporation, partnership, joint venture or any other type of entity;

5. Any financial statement provided by any of such parties to CNB is false or misleading;

6. Any sale or transfer of all or a substantial or material part of the assets of any of such parties other than in the ordinary course of business; or

7. Any violation, breach or default under any letter agreement, security agreement, deed of trust or any other contract or instrument executed in connection with this Note or securing this Note.

Upon the occurrence of an Event of Default, CNB, at its option, may declare all sums outstanding hereunder to be immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived by Borrower. Borrower agrees to pay all costs and expenses, including reasonable attorneys’ fees, expended or incurred by CNB (or allocable to CNB’s in-house counsel) in connection with the enforcement of this Note or the collection of any sums due hereunder and irrespective of whether suit is filed. Upon the occurrence and during the continuance of an Event of Default, the unpaid principal balance hereunder shall bear additional interest at a rate of five percent (5.0%) per year higher than the interest rate as determined and computed above.

Borrower shall pay to CNB a late charge of 6% or $5.00, whichever is greater, of each and every monthly installment not received by CNB on or before the tenth (10th) day after the installment is due.

The Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filling securing this Note contains the following provision:

SHOULD THE TRUSTOR WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY, SELL, CONVEY, TRANSFER, DISPOSE OF OR ENCUMBER THE PROPERTY OR ANY PART THEREOF OR ANY INTEREST THEREIN, ENTER INTO A LEASE COVERING ALL OR ANY PORTION THEREOF OR AN UNDIVIDED INTEREST THEREIN, WHETHER VOLUNTARILY, INVOLUNTARILY OR OTHERWISE, OR ENTER INTO AN AGREEMENT SO TO DO WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY BEING FIRST HAD AND OBTAINED, OR SHOULD ANY HOLDER OF AN EQUITY INTEREST IN TRUSTOR TRANSFER OR ENCUMBER SUCH INTEREST, WHETHER VOLUNTARILY, INVOLUNTARILY OR OTHERWISE (ANY SUCH EVENT, AN “ACCELERATING TRANSFER”), THEN BENEFICIARY MAY AT ITS OPTION DECLARE ALL SUMS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE. THIS PROVISION SHALL APPLY TO EACH AND EVERY SALE, CONVEYANCE. TRANSFER, DISPOSITION OR ENCUMBRANCE, REGARDLESS OF WHETHER OR NOT BENEFICIARY HAS CONSENTED TO, OR WAIVED, ITS RIGHT HEREUNDER, WHETHER BY ACTION OR NON-ACTION, IN CONNECTION WITH ANY PREVIOUS SALE, CONVEYANCE, TRANSFER, DISPOSITION OR ENCUMBRANCE, WHETHER ONE OR MORE.

Should this Note be signed by more than one person and/or firm and/or corporation, all of the obligations herein contained shall be considered joint and several obligations of each signer hereof.

“BORROWER”

Daily Journal Corporation,
a South Carolina corporation
By:	/s/ Gerald L. Salzman
	Gerald L. Salzman, President

EX-10.2

Exhibit 10.2

Recording Requested By

And When Recorded Mail To:

City National Bank

831 South Douglas Street, Suite 107

El Segundo, CA 90245

Attn: Ofelia Paterra

Loan No. 422525-00003

A.P.N.# 5163-005-003; 5163-005-004; 5163-005-005; 5163-005-011; 5163-005-012; 5163-005-013; 5163-005-014

DEED OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

(Permanent)

This Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (this “Deed of Trust”) is made this 3rd day of June, 2004, between Daily Journal Corporation, a South Carolina corporation, herein called TRUSTOR, whose address is 915 E. 1st Street, Los Angeles, CA 90012, Chicago Title Insurance Company, a California corporation, herein called TRUSTEE, and City National Bank, a national banking association, 400 North Roxbury Drive, Beverly Hills, California 90210, herein called BENEFICIARY.

Trustor IRREVOCABLY GRANTS, TRANSFERS, CONVEYS AND ASSIGNS to TRUSTEE TN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, that certain real property in Los Angeles County, California (the “Property”), commonly known as 949 E. Second Street, Los Angeles, CA 90012 also known as 123 S. Santa Fe Avenue, Los Angeles, CA 90012 and more particularly described in Exhibit “A” attached hereto and by this reference incorporated herein.

TOGETHER WITH all the reversionary estate, right, title and interest of Trustor in and to all leases and other occupancy agreements affecting the Property or any portion thereof now or hereafter existing or entered into, together with any and all amendments, extensions and renewals thereof (the “Leases”), and any and all guaranties of the obligations of lessees under the Leases and under any and all amendments, extensions and renewals thereof, and all right, title and interest of Trustor thereunder, including, without limitation, all cash or security deposits, advance rentals, and deposits or payments of a similar nature;

TOGETHER WITH an absolute assignment of all rents, income, receipts, revenues, royalties, issues and profits and other benefits (collectively, the “Rents”) now due or which may become due or to which Trustor may now or shall hereafter become entitled or may demand or claim, arising or issuing from or out of the Leases, or from or out of the Trust Estate (as hereinafter defined) or any part thereof, subject, however, to a license granted by Beneficiary to Trustor, as hereinafter provided, to collect and receive all of the Rents;

TOGETHER WITH any and all buildings and improvements now or hereafter erected thereon (the “Improvements”), and all materials intended for construction, re-construction, alteration and repair of the improvements, all of which materials shall be deemed to be included within the Property immediately upon the delivery thereof to the Property and including, but not limited to, the fixtures, attachments, appliances, equipment, machinery, and other articles attached to the Improvements (unless the context clearly indicates otherwise, all references herein to the “Property” shall be deemed to include not only the real property described in Exhibit “A” attached hereto but also the Improvements and all easements and other real property rights and interests appurtenant to the Property);

TOGETHER WITH all right, title and interest of Trustor in and to all options to purchase or lease the Property or any portion thereof or interest therein;

TOGETHER WITH all right, title and interest of Trustor in and to all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, and all tenements, hereditaments and appurtenances thereof and thereto, and all development rights, mineral rights, water rights and shares of stock evidencing the same;

TOGETHER WITH all right, title and interest of Trustor in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and gores of land adjacent to or used in connection with the Property;

TOGETHER WITH all interests, estates or other claims, both in law and in equity, which Trustor now has or may hereafter acquire in the Property; and

Trustor further GRANTS, TRANSFERS, CONVEYS AND ASSIGNS to BENEFICIARY as security for the Secured Obligations, as such term is defined below, all right, title and interest of Trustor in and to all accounts held by Beneficiary in connection with the loan transaction secured hereby, including the loan funds, whether disbursed or not, and the account in which Trustor, as borrower, has or will deposit borrower’s funds in connection with such transaction;

TOGETHER WITH all right, title and interest of Trustor in and to all claims, causes of action and recoveries by settlement or otherwise for any damage to, or loss, taking, or diminution in the value of, any of the Property, or for any breach (or rejection in bankruptcy) of any lease of the Property or Collateral (as hereinafter defined) to Trustor as lessee, by any lessor thereunder (or such lessor’s trustee in bankruptcy);

TOGETHER WITH all right, title and interest of Trustor in and to all tangible personal property owned by Trustor, whether or not acquired with the Loan proceeds, and now or at any time hereafter held or stockpiled on, at or off the Property for incorporation into or use in connection with the improvements, including, but not limited to: all goods, materials, supplies, tools, chattels, furniture, machinery, equipment, engines, appliances and fixtures now or later to be attached to, placed in or on, or used in connection with the

use, enjoyment, occupancy or operation of all or any part of the Property and the Improvements, including those used for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes, or for the exclusion of vermin or insects, or for the removal of dust, refuse or garbage; all wall beds, wall safes, built-in furniture and installations, shelving, lockers, partitions, doorstops, vaults, motors, elevators, dumbwaiters, awnings, window shades, venetian blinds, light fixtures, fire hoses and brackets and boxes for the same, fire sprinklers, alarm systems, draperies, drapery rods and brackets, mirrors, mantels, screens, linoleum, carpets and carpeting, plumbing, bathtubs, sinks, basins, pipes, faucets, water closets, laundry equipment, washers, dryers, ice boxes, refrigerators, heating units, stoves, ovens, ranges, dishwashers, disposals, water heaters, incinerators, furniture, fixtures and furnishings, communications systems, all specifically designed installations and furnishings, all building materials, supplies and equipment now or hereafter delivered to the Property; together with all additions to, substitutions for, changes in or replacements or renewals of the whole or any part of such articles of property; all of such items, whether now or hereafter installed, being hereby declared to be for all purposes of this Deed of Trust a part of the Property;

TOGETHER WITH all personal property located at any other location and marked for or identified on the books and records of the Borrower, the general contractor, any subcontractor or materialman as being intended for incorporation into the Improvements;

TOGETHER WITH all building permits and any other licenses and approvals that may be required by the governmental authorities having or exercising jurisdiction over the construction of the improvements;

TOGETHER WITH all plans and any working drawings that are used or intended for use in constructing the Improvements, whether in the possession of the Trustor, any architect employed by Trustor, the general contractor, any subcontractor or materialman;

TOGETHER WITH all the estate, interest, right, title or other claim or demand, including claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire in the Property, and any and all awards made for the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of the whole or any part of the Property, including, without limitation, any awards resulting from a change of grade of streets and awards for severance damages;

TOGETHER WITH all refunds, rebates, reimbursements, reserves, deferred payments, deposits, cost savings, governmental subsidy payments, government-registered credits (such as emissions reduction credits), other credits, waivers and payments, whether in cash or in kind, due from or payable by (i) any federal, state, municipal or other governmental or quasi-governmental agency, authority or district (a “Governmental Agency”) or (ii) any insurance or utility company, relating to any or all of the Property or arising out of the satisfaction of any conditions imposed upon or the obtaining of any approvals for the development of the Property;

TOGETHER WITH all refunds, rebates, reimbursements, credits and payments of any kind due from or payable by any Governmental Agency for any taxes, special taxes, assessments, or similar governmental or quasi-governmental charges or levies imposed upon Trustor with respect to the Property or upon any or all of the Property itself or arising out of the satisfaction of any conditions imposed upon or the obtaining of any approvals for the development of the Property; and

TOGETHER WITH all rights that Trustor may have as declarant under any covenants, conditions or restrictions affecting the Property; and

TOGETHER WITH to the extent not included in the foregoing all inventory, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes, drafts, letters of credit or other rights to payment arising from or related to the Property: and all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records, and files relating to any of the foregoing.

The entire estate, property and interest hereby conveyed to Trustee may hereinafter be collectively referred to as the “Trust Estate.”

1. THIS DEED OF TRUST IS MADE FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS (THE “SECURED OBLIGATIONS”) IN ANY ORDER OF PRIORITY THAT BENEFICIARY MAY CHOOSE:

1.1 Due, prompt and complete performance of each obligation, covenant and agreement of Trustor herein contained, and repayment of any funds advanced by or which Beneficiary or Trustee become obligated to advance under this Deed of Trust with interest thereon, at the Default Rate, as hereinafter provided.

1.2 Payment of the indebtedness in the principal sum of Three Million Four Hundred Thousand and 00/100 Dollars ($3,400,000.00), with interest thereon, and performance of any other obligations evidenced by (i) one Promissory Note (“Note”) of even date herewith executed by Trustor, as Borrower, in favor of Beneficiary or order, (ii) any supplemental terms letter executed in connection with the Note and incorporated therein, and (iii) any modification, replacement, extension or renewal thereof, (the “Indebtedness”).

1.3 [Intentionally Omitted.]

1.4 Payment and performance of such further sums and obligations of the then record owner of Property arising from any and all existing and future agreements and transactions with Beneficiary when a writing evidences the parties’ agreement that the obligation or advance be so secured.

1.5 Due, prompt and complete payment and performance of each obligation, covenant and agreement of Trustor under any other instrument heretofore or hereafter executed by Borrower having reference to or arising out of the loan transaction secured hereby which recites that the obligations thereunder are secured by this Deed of Trust.

1.6 [Intentionally Omitted.]

1.7 [Intentionally Omitted.]

This Deed of Trust and the Note are two of several “Loan Documents”, as defined in a Supplemental Terms Letter between Trustor and Beneficiary, dated as of even date herewith. In no event shall this Deed of Trust be deemed given to secure the obligations of Trustor, or any other “Indemnitor” thereunder, arising under any Environmental Indemnity Agreement made in respect of the Property, or any other obligor under an instrument given to further secure the obligations of Trustor arising under Deed of Trust and the Note (the “Secured Obligations”), notwithstanding the fact that such agreement, guaranty and instrument shall constitute Loan Documents as herein defined.

2. TRUSTOR WARRANTS TO BENEFICIARY AND TRUSTEE THAT:

2.1 It has good and marketable title to an indefeasible fee estate in the Property and good and marketable title to the balance of the Trust Estate, subject to no liens, encumbrances, easements, assessments, security interest, claims or defects of any kind except (a) those listed in Beneficiary’s title insurance policy and approved by Beneficiary in writing (the “Exceptions”), and (b) real estate taxes for the current year;

2.2 The Exceptions and the real estate taxes are not delinquent or in default;

2.3 It has the right to grant a security interest in the Trust Estate,

2.4 This Deed of Trust creates a first priority lien on the Property;

2.5 It will maintain and preserve the lien of this Deed of Trust until the Indebtedness has been paid in full; and

2.6 It has good, right and lawful authority to grant the liens and security interest as provided in and by this Deed of Trust.

3. AFFIRMATIVE COVENANTS AND AGREEMENTS OF TRUSTOR:

3.1 Payment of Indebtedness. Trustor shall promptly pay and perform, or shall cause Borrower to pay and perform, each Secured Obligation in accordance with its terms.

3.2 Maintenance, Repair and Alterations. Trustor shall, with respect to the Property:

3.2.1 Keep the Property in good condition and repair;

3.2.2 Not remove, demolish, diminish in any respect or materially alter any of the Improvements (including landscaped and recreation areas) or any on-site paved parking area and/or structures, and in the event of the demolition or destruction in whole or in part of any of the fixtures, chattels or articles of personal property covered

hereby and so long as such demolition or destruction is occasioned by a casualty for which Trustor is required to maintain insurance under this Deed of Trust, the same shall be replaced promptly by similar fixtures, chattels or articles of personal property free of superior titles, liens and claims and of a value at least equal to the value of the fixtures, chattels or articles of personal property demolished or destroyed;

3.2.3 Trustor shall not erect any new structures of any kind or additions to existing buildings or other structures which would alter the nature or lessen the quality of the Property or Improvements without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld;

3.2.4 Complete or restore promptly and in good and workmanlike manner any building or other structure that may be constructed, damaged or destroyed and pay when due all claims for labor performed and materials furnished therefor;

3.2.5 Comply with all laws, ordinances, regulations, covenants, conditions and restrictions now or hereafter affecting the Property or any part thereof or requiring any alterations or improvements to be made thereon;

3.2.6 Not commit, suffer or permit waste or deterioration;

3.2.7 Not commit, suffer or permit any act upon Property in violation of law, including but not limited to all Federal, state and local statutes, ordinances or regulations relating to hazardous or toxic waste or waste products or hazardous substances;

3.2.8 Cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of the Property may be reasonably necessary to maintain its value, the specific enumerations herein not excluding the general;

3.2.9 Provide, maintain and deliver to Beneficiary, at no expense to Beneficiary or Trustee, such evidence of insurance coverage, as may be reasonably required from time to time by Beneficiary, in form and substance satisfactory to Beneficiary and naming Beneficiary as loss payee or additional insured, as the case may be;

3.2.10 Appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee created hereunder, and protect, preserve and defend the Property and title thereto and right of possession thereof, and pay all costs and expenses, including cost of evidence of title and attorneys’ fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust; and give Beneficiary and Trustee prompt notice in writing if any claim is asserted which does or could affect any of such matters, or if any action or proceeding is commenced which alleges or relates to any such claim;

3.2.11 Pay at least ten (10) days before delinquency all taxes, levies, charges and assessments affecting the Property, including assessments on appurtenant

water stock, imposed by any public or quasi-public authority or utility company (including without limitation nongovernmental levies or assessments such as maintenance charges, owner association dues, charges or fees, and levies or charges resulting from covenants, conditions and restrictions affecting the Property), which are (or, if not paid, may become) a lien on all or part of the Property or any interest in it, or which may cause any decrease in the value of the Property or any part of it;

3.2.12 Pay and promptly discharge, at Trustor’s cost and expense, all liens, encumbrances and charges upon the Trust Estate, or any part thereof or interest therein whether inferior or superior to this Deed of Trust and keep and maintain the same free from the claim of all persons supplying labor or materials that will enter into the construction of any and all buildings now being erected or that hereafter may be erected on the Property regardless of by whom such labor or materials may have been contracted, provided, however, that Trustor shall have the right to contest any such claim or lien so long as Trustor shall post a bond satisfactory to Beneficiary against such contested claim or lien. If Trustor shall fail to remove and discharge any such lien, encumbrance or charge, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be obligated to, discharge the same, either by paying the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in a court a bond or the amount claimed or otherwise giving security for such claim, or by procuring such discharge in such manner as is or may be prescribed by law. Trustor shall, immediately upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing right to discharge any such lien, encumbrance or charge, together with interest thereon from the date of such expenditure at the Default Rate as hereinafter defined;

3.2.13 Cure within the time specified in any lease or sublease, or immediately if not specified, any defaults or breaches thereof and do all acts necessary to insure that any such lease or sublease remain in full force and effect;

3.2.14 With respect to any property described above which is less than a fee-simple estate, including but not limited to a leasehold estate:

(a) Trustor shall cure within the time specified in the above-described lease, or other agreement, or immediately if not specified therein, any default or breaches thereof and to do all acts necessary to insure the above-described lease or other agreement remains in full force and effect;

(b) Trustor shall not voluntarily terminate, surrender or subordinate any leasehold or other estate encumbered hereby and any attempt by Trustor to do so shall be wholly void and without any force and effect.

4. TRUSTOR FURTHER COVENANTS AND AGREES THAT TO EFFECTUATE THE TERMS AND CONDITIONS OF THIS DEED OF TRUST:

4.1 Inspections. Beneficiary shall have the right from time to time without notice to inspect the Trust Estate.

4.2 Actions of Beneficiary to Preserve Trust Estate. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to (i) enter upon and take possession of the Property for such purposes; (ii) make additions, alterations, repairs and improvements to the Trust Estate that Beneficiary may consider necessary or proper to keep the Trust Estate in good condition and repair; (iii) appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; (iv) pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and (v) in exercising any such powers, pay necessary expenses, employ counsel and pay reasonable fees therefor. Trustor shall pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest accruing at a rate equal to eleven and eighty-four hundredths percent (11.84%) per year (the “Default Rate”).

4.3 Indemnity. Trustor agrees to indemnify and hold Beneficiary, and any of its successors in interest, harmless from any waste or violations of law, including but not limited to all Federal, state and local statutes, ordinances or regulations relating to the environment and hazardous or toxic wastes.

4.4 Condemnation. Trustor hereby absolutely and irrevocably assigns to Beneficiary, and authorizes the payor to pay to Beneficiary, all awards of damages and all other compensation payable directly or indirectly in connection with any condemnation, proposed condemnation or taking for public or private use of or injury to the Property or any interest therein, and shall notify Beneficiary immediately upon obtaining knowledge of the institution of any proceedings therefor. Beneficiary, if it so chooses, may participate in any action or proceeding relating to any condemnation as herein contemplated. All moneys paid pursuant to this paragraph shall be applied first toward reimbursement of all of Beneficiary’s reasonable and actual costs and expenses of recovering such moneys, including attorneys’ fees, and then in reduction of the principal amount of the Indebtedness to the extent necessary to render its security unimpaired. To the extent the Secured Obligations include obligations to reimburse the Beneficiary for moneys the Beneficiary is committed to advance to Trustor or third persons in the future, such award of damages shall be held as collateral for such reimbursement obligation in lieu of the property that is condemned. In the event of a partial taking in condemnation, the proceeds shall be apportioned in accord with the provisions of California Code of Civil Procedure Section 1265.225, as it is in effect at the time of the award. An action for inverse condemnation shall be deemed an action for condemnation under this paragraph.

4.5 Insurance. Insurance proceeds shall be held, in trust, by Beneficiary and applied to the reasonable costs of repair and restoration of the Property if such proceeds,

together with funds supplied by Trustor, are sufficient to restore the Property in such a manner that the Beneficiary’s security interest hereunder remains unimpaired. If the insurance proceeds, together with funds supplied by Trustor, are not sufficient in the reasonable judgment of Beneficiary to restore the Property in such manner that the Beneficiary’s security interest hereunder remains unimpaired, said proceeds, at the option of Beneficiary, may be applied to the obligation secured hereby or to restoration of the property. If Trustor disagrees with Beneficiary’s disposition of insurance proceeds hereunder, Trustor agrees to submit the matter to binding arbitration before a three-member panel (or one-member panel if the insurance proceeds are less than $200,000) of the American Arbitration Association pursuant to the, rules and regulations of the American Arbitration Association. The arbitrators shall also apportion the costs of arbitration, including attorneys’ fees, to the extent each party has prevailed.

5. ASSIGNMENT OF RENTS. Trustor hereby gives to, confers upon and absolutely assigns to Beneficiary all of Trustor’s right, power and interest, during the continuance of these Trusts, in and to the rents, issues and profits of the Property (the “Rents”), reserving unto Trustor the right, prior to the occurrence of any Event of Default, as defined below, by Trustor, and authority to collect and retain the Rents as they become due and payable. Upon any such Event of Default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of the Property or any part thereof, in its own name sue for or otherwise collect the Rents including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine, and Trustor hereby appoints Beneficiary its attorney-in-fact, coupled with an interest, to perform any and all of the foregoing. The entering upon and taking possession of the Property, the collection of the Rents and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. The assignment of the Rents contained in this Deed of Trust is absolute and constitutes a present transfer of Trustor’s interest in existing and future Rents with respect to the Property described in this Deed of Trust, effective upon the execution and delivery of this Deed of Trust.

6. STATEMENT FEE. Trustor or any other person legally entitled thereto agrees to pay the maximum amount permitted by law for any statement provided for by law in effect at the date of such statement regarding the obligation secured hereby.

7. SUBSTITUTION OF TRUSTEE. Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded and the name and address of the new Trustee.

8. RELEASES, EXTENSIONS, MODIFICATIONS AND ADDITIONAL SECURITY. At any time or from time to time, without liability therefor and without notice, Beneficiary may: release any person liable for payment of any Secured Obligations; extend the time for payment or otherwise alter the terms of payment of any Secured Obligation; accept additional real or personal property of any kind as security for any Secured Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security; or alter, substitute or release any property securing the Secured Obligations. At any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the evidence of the obligation secured hereby for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Beneficiary may cause Trustee to: reconvey any part of the Property without any warranty; consent to the making of any map or plat thereof, join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.

9. RECONVEYANCE. Upon written request of Beneficiary stating that all of the Secured Obligations have been paid and/or performed, Beneficiary’s statement that no further commitment exists to make future advances or extend credit, and upon surrender of this Deed of Trust and the evidence of the Secured Obligations to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the Property or the portion thereof then held hereunder. Upon written request of Beneficiary, if less than all sums secured hereby have been paid, Trustee shall reconvey, without warranty, the portion of the Property then held hereunder specified by Beneficiary. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Neither Beneficiary nor Trustee shall have any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.” Five (5) years after issuance of such full reconveyance, Trustee may destroy the evidence of indebtedness and this Deed of Trust (unless directed in such request to retain them).

10. ACCELERATING TRANSFER, EVENTS OF DEFAULT AND REMEDIES.

10.1 Accelerating Transfer. SHOULD THE TRUSTOR WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY, SELL, CONVEY, TRANSFER, DISPOSE OF OR ENCUMBER THE PROPERTY OR ANY PART THEREOF OR ANY INTEREST THEREIN, ENTER INTO A LEASE COVERING ALL OR ANY PORTION THEREOF OR AN UNDIVIDED INTEREST THEREIN, WHETHER VOLUNTARILY, INVOLUNTARILY OR OTHERWISE, OR ENTER INTO AN AGREEMENT SO TO DO WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY BEING FIRST HAD AND OBTAINED, OR SHOULD ANY HOLDER OF AN EQUITY INTEREST IN TRUSTOR TRANSFER OR ENCUMBER SUCH

INTEREST, WHETHER VOLUNTARILY, INVOLUNTARILY OR OTHERWISE (ANY SUCH EVENT, AN “ACCELERATING TRANSFER”), THEN BENEFICIARY MAY AT ITS OPTION DECLARE ALL SUMS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE. THIS PROVISION SHALL APPLY TO EACH AND EVERY SALE, CONVEYANCE, TRANSFER, DISPOSITION OR ENCUMBRANCE, REGARDLESS OF WHETHER OR NOT BENEFICIARY HAS CONSENTED TO, OR WAIVED, ITS RIGHT HEREUNDER, WHETHER BY ACTION OR NON-ACTION, IN CONNECTION WITH ANY PREVIOUS SALE, CONVEYANCE, TRANSFER, DISPOSITION OR ENCUMBRANCE, WHETHER ONE OR MORE.

10.2 Events of Default. Any of the following events shall be deemed an event of default (“Event(s) of Default”) hereunder:

10.2.1 Trustor fails to perform any obligation to pay money on the Note or this Deed of Trust, when and as the same shall become due and payable, whether at maturity or by acceleration or as part of a prepayment or otherwise, and does not cure that failure within ten (10) days after written notice from Beneficiary or Trustee.

10.2.2 [Intentionally Omitted.]

10.2.3 Trustor fails in the due, prompt and complete observance and performance of any obligation, covenant or agreement contained in this Deed of Trust, other than one to pay money, and the continuation thereof for a period of twenty (20) days after written notice thereof from Beneficiary to Trustor (the “Initial Cure Period”), and Beneficiary, exercising reasonable judgment, determines that the cure cannot reasonably be completed at or before the expiration of the Initial Cure Period.

10.2.4 The occurrence of a default under any Secured Obligation.

10.2.5 The occurrence of any Event of Default, as defined therein, under any of the other Loan Documents.

10.2.6 Default under any agreement to which Trustor is a party, which agreement relates to the borrowing of money by Trustor from any person and which borrowing is secured by a lien on the Property, regardless of whether Beneficiary has consented to such lien, and the indebtedness• secured thereby is declared due and payable prior to the date on which such indebtedness would otherwise become due and payable.

The enumeration of specific defaults above which are also covenants herein shall not create any implication that other defaults which are also covenants but are not specifically enumerated are of lesser dignity.

10.3 Remedies. Upon the occurrence and during the continuance of any Event of Default, Beneficiary may, at its option and without notice or demand upon Trustor, exercise any one or more of the following remedies:

10.3.1 Declare all Indebtedness and any other sums secured hereby to be immediately due and payable and the same shall thereupon become due and payable without any presentment, demand, protest or notice of any kind.

10.3.2 In person or by agent or by a receiver appointed by a court, with or without bringing any action or proceeding and without regard to the adequacy of its security, the solvency of Trustor or the existence of waste, enter upon, take possession of, manage and operate the Property, or any part thereof, or any other portion of the Trust Estate, in its own name or in the name of Trustee, and do any acts that Beneficiary deems necessary or desirable to preserve the value, marketability or rentability of the Property and the balance of the Trust Estate, or part thereof or interest therein, to increase the income therefrom or to protect the security thereof, including without limitation the right to do any of the following: make, modify, enforce, cancel or accept surrender of any Leases now in effect or hereafter in effect on the Property or any part thereof; remove and evict any lessees; increase or decrease rents; decorate, clean and repair; incur and pay reasonable management, brokerage and attorneys’ fees; maintain a reserve for replacement; and terminate the license granted to Trustor to collect the Rents, and, with or without taking possession of the Property, in Beneficiary’s own name, demand, collect, receive, sue for, attach and levy the Rents, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection including attorneys’ fees, upon any Indebtedness, all in such order as Beneficiary may determine. The entering upon and taking possession of the Property, the collection of such Rents and the application thereof as aforesaid shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default. The enforcement of such right or remedy by Beneficiary, once exercised, shall continue for so long as Beneficiary shall elect notwithstanding that the collection and applications of the Rents may have cured for the time being the original default, and, notwithstanding the continuance in possession of the Property or the collection, receipt and application of Rents. Trustee or Beneficiary shall be entitled to exercise every right provided for in any of the Loan Documents or by law upon occurrence of any Event of Default, including the right to exercise the power of sale contained herein. Any of the actions referred to in this Paragraph 10.3.2 may be taken by Beneficiary, either in person or by agent, with or without bringing any action or proceeding, or by receiver appointed by a court, and any such action may also be taken irrespective of whether any notice of default or election to sell has been given hereunder. Further, Beneficiary, at the expense of Trustor, either by purchase, repair, or construction, may from time to time maintain and restore the Property, or any pt thereof, and complete construction of any Improvements uncompleted as of the date thereof and in the course of such completion may make such changes in the contemplated Improvements as Beneficiary may deem desirable and may insure the same.

10.3.3 Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof.

10.3.4 Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor’s interest in the Trust Estate to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of the county in which the Property is located.

10.3.5 Proceed as to both the real and personal property in accordance with Beneficiary’s rights and remedies in respect of the Property, or proceed to sell any personal property separately and without regard to the Property in accordance with Beneficiary’s rights and remedies.

10.3.6 Exercise any or all of the other rights and remedies provided for herein, in any of the Loan Documents or other document or agreement now or hereafter securing all or any portion of the Secured Obligations, or available under law or in equity.

10.4 Non-Judicial Foreclosure. Should Beneficiary elect to foreclose by exercise of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust and the Note and such receipts and evidence of expenditures made and secured hereby as Trustee may require. To the extent the obligation secured hereby arises from a commitment of Beneficiary to make future advances either to Trustor or a third party or extend credit subsequent to the recordation of a Notice of Default hereunder, the sums secured hereby shall also include the amount of such commitment to make future advances or extend credit in each case, to the extent such amounts have actually been advanced, and subject to acceleration as provided in the previous paragraph. The Trustee shall pay such amount at such time as it pays all other sums secured hereby and the Beneficiary shall hold same as additional collateral for the obligation secured hereby, at such interest as is available to Beneficiary’s customers in an insured deposit account with no restrictions on withdrawal.

10.4.1 Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, mailed or delivered to Trustor such notice of default and election to sell as is then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such notice of default and after notice of sale has been given as required by law, sell the Trust Estate at time and place of sale fixed by it in such notice of sale, either as a whole, or in separate lots or parcels, and in such order as it may determine, at public auction, to the highest bidder for cash in lawful money of the United States payable at the time of sale. If the Property consists of more than one lot or parcel, the lots or parcels may be sold separately, together or in any combination, and in such order as Beneficiary determines, at the sole discretion of the Beneficiary. Trustor waives the right to direct the order in which the Property may be sold when it consists of more than one lot or parcel. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof Any person, including without limitation Trustor, Trustee or Beneficiary, may purchase at such sale and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers. If allowed by law, Beneficiary, if it is the purchaser, may turn in the Note at the amount owing thereon toward payment of the purchase price (or for endorsement of the purchase price as a payment on the Note if the

amount owing thereon exceeds the purchase price). Trustor hereby expressly waives any right of redemption after sale that Trustor may have at the time of sale or that may apply to the sale.

10.4.2 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.

10.4.3 Trustee may postpone sale of all or any portion of the Trust Estate by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement or by subsequently noticed sale, and without further notice make such sale at the time fixed by the last postponement; or Trustee may, in its discretion, give a new notice of sale. Beneficiary may rescind any such notice of default at any time before Trustee’s sale by executing a notice of rescission and recording the same. The recordation of such notice shall constitute a cancellation of any prior declaration of default and demand for sale and of any acceleration of maturity of the Indebtedness effected by any prior declaration or notice of default. The exercise by Beneficiary of the right of rescission shall not constitute a waiver of any default and demand for sale, or notices of default and of election to cause the Property to be sold, nor otherwise affect the Note or this Deed of Trust, or any of the rights, obligations or remedies of Beneficiary or Trustee hereunder.

11. APPOINTMENT OF RECEIVER. If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without notice to Trustor or anyone claiming under Trustor, and without regard to the then value of the Trust Estate or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Trust Estate, and Trustor hereby irrevocably consents to such appointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided in Paragraph 10.3.2 and shall continue as such and exercise all such powers until the later of (i) the date of confirmation of sale of the Trust Estate; (ii) the disbursement of all proceeds of the Trust Estate collected by such receiver and the payment of all expenses incurred in connection therewith; or (iii) the termination of such receivership with the consent of Beneficiary or pursuant to an order by a court of competent jurisdiction.

12. REMEDIES NOT EXCLUSIVE. Trustee and Beneficiary, and each of them, shall be :~titled to enforce payment and performance of any of the Secured Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding that some or all of the Indebtedness and Secured Obligations may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien,

assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee’s or Beneficiary’s right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as they or either of them may in their absolute discretion determine. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the Loan Documents to Trustee or Beneficiary, or to which either of them may be otherwise entitled, may be exercised concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent remedies.

13. [Intentionally Omitted].

14. MISCELLANEOUS.

14.1 Governing Law; Severability. This Deed of Trust shall be governed by the laws of the State of California. In the event that any provision or clause of any of the Loan Documents conflicts with applicable laws, such conflicts shall not affect other provisions of such Loan Documents which can be given effect without the conflicting provision, and to this end, the provisions of the Loan Documents are declared to be severable.

14.2 Amendment; No Implied Waiver. This Deed of Trust cannot be modified, waived, discharged or terminated orally, but only by a written instrument signed by the party against whom enforcement of the modification, waiver, discharge or termination is asserted. No waiver by Beneficiary of any default or breach by Trustor hereunder shall be implied from any omission by Beneficiary to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default identified in the waiver and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by Beneficiary to or of any act by Trustor requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act.

14.3 Notices. All written notices or demands of any kind that any party hereto may be required or may desire to serve on any other party hereto in connection with this Agreement shall be served (as an alternative to personal service) by registered or certified mail, recognized overnight courier service or facsimile transmission. Any such notice or demand so to be served by registered or certified mail, recognized overnight courier service or facsimile transmission shall be delivered with all applicable delivery charges

thereon fully prepaid and, if the party so to be served be Trustor, addressed to Trustor as follows:

	Daily Journal Corporation
	915 E. 1st Street
	Los Angeles, CA 90012
	Attn: Gerald L. Salzman
	Fax No.:
with a copy thereof to:
	Munger, Tolles & Olson LLP
	355 South Grand Avenue
	35th Floor
	Los Angeles, CA 90071
	Attn: Ruth Fisher
	Fax No.:
and, if the party so to be served be Beneficiary, addressed to Beneficiary as follows:
	City National Bank
	633 West Fifth Street, Tenth Floor
	Los Angeles, CA 90071
	Attention: Paul Branks
	Fax No.: (213) 615-8339
with a copy thereof to:
	City National Bank
	9701 Wilshire Blvd., Seventh Floor
	Beverly Hills, CA 90212
	Attention: General Counsel
	Fax No.: (310) 888-6232

Service of any such notice or demand so made by mail, recognized overnight courier or facsimile transmission shall be deemed complete on the date of actual delivery as shown by the addressee’s registry or certification receipt or “answer back confirmation,” as applicable, or at the expiration of the third business day after the date of dispatch, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address to which or a different person to whose attention all such notices or demands are thereafter to be addressed.

14.4 Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the evidence of the obligation secured hereby, whether or

not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. By accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

14.5 Trustee’s Acceptance. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law, and by its acceptance hereof, Trustee covenants faithfully to perform and fulfill the trusts herein created, being liable, however, only for willful negligence or misconduct, and Trustee hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by it in accordance with the terms hereof Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

14.6 Subrogation. To the extent that proceeds of the Note are used, directly or indirectly, to pay off, satisfy or discharge, in whole or in part, any outstanding lien, charge or prior encumbrance against the Trust Estate or any part thereof, then as additional security hereunder Beneficiary shall be subrogated to any and all rights, superior titles and liens owned or claimed by any owner or holder of such outstanding liens, charges and prior encumbrances, however remote and irrespective of whether said liens, charges or encumbrances have been released of record by the holder thereof upon payment.

14.7 No Merger. If both the lessor’s and lessee’s estates under any Lease or any portion thereof that constitutes a part of the Trust Estate shall at any time become vested in one owner, this Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of the doctrine of merger, and, in such event, Beneficiary shall continue to have and enjoy all of the rights and privileges of Beneficiary as to the separate estates. In addition, upon the foreclosure of the lien created by this Deed of Trust on the Trust Estate pursuant to the provisions hereof, any leases or subleases then existing and created by Trustor shall not be destroyed or terminated by application of the law of merger or as a matter of law as a result of such foreclosure unless Beneficiary or any purchaser at any such foreclosure sale shall so elect. No act by or on behalf of Beneficiary or any such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such purchaser shall give written notice to such tenant or subtenant.

14.8 Certain Rights of Beneficiary. Without affecting the liability of Trustor or of any other person who is or shall become bound by the terms of this Deed of Trust or who is or shall become liable for the performance of any obligation secured hereby, Beneficiary may, in such manner, upon such terms and at such times as it deems best and without notice or demand, release any party now or hereafter liable for the performance of any such obligation, extend the time for such performance, alter any of the terms of any such obligation; or accept additional security therefor, and alter, substitute or release any property securing such performance. No exercise or non-exercise by Beneficiary of any of its rights under this Deed of Trust, no dealing by Beneficiary with any person, firm

or corporation and no change, impairment, loss or suspension of any right or remedy of Beneficiary shall in any way affect any of the obligations of Trustor hereunder or any security furnished by Trustor, or give Trustor any recourse against Beneficiary.

14.9 Headings. Headings are for convenience only and are not intended as a limitation on the content of the paragraph following or as an aid to the construction thereof

14.10 Counterparts. This Deed of Trust may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14.11 Deed of Trust as Financing Statement. This Deed of Trust is intended to constitute a security agreement between Trustor and Beneficiary and Trustor hereby grants to Beneficiary a security interest in each item or component of the Trust Estate in which a security interest may be granted under the Uniform Commercial Code. The recording of this Deed of Trust shall be effective as a financing statement filed as a fixture filing under Section 9502 of the Code with respect to any Property which now is or later may become fixtures attached to the Property or the Improvements, and is to be recorded with the appropriate authority where the Property (including said fixtures) is situated. The mailing address of Trustor is set forth above on the first page of this Deed of Trust and the address of Beneficiary from which information concerning the security interest may be obtained is set forth above on the first page of this Deed of Trust.

14.12 [Intentionally Omitted.]

14.13 Copy of Notice of Default. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth.

IN WITNESS WHEREOF, Trustor has caused this Deed of Trust to be executed as of the day and year first written above.

Daily Journal Corporation, a

South Carolina corporation

By:	/s/ Gerald L. Salzman
	Gerald L. Salzman, President

(ALL SIGNATURES MUST BE ACKNOWLEDGED BY A NOTARY PUBLIC)

STATE OF CALIFORNIA
	SS.
COUNTY OF LOS ANGELES

On this 8th day of June, 2004, before me, Brenda J. Fung, a Notary Public in and for the State of California, personally appeared Gerald L. Salzman personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.
Signature	/s/ Brenda J. Fung
My commission expires 9/13/2007
[SEAL]

EXHIBIT “A”

LEGAL DESCRIPTION

Parcel 1:

Lot 2, Block 2 of Tract No. 8421, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 11 6, Pages 85 and 86 of Maps, in the office of the County Recorder of said County.

Except therefrom all minerals contained in the above described land, including, without, limiting the generality thereof, oil, gas and other hydrocarbon substances, as well as metallic or other solid minerals, provided that Santa Fe shall not have the right to go upon or use the surface of said land, or any part thereof, for the purpose of drilling for, mining or otherwise removing, any of said minerals, Santa Fe May, however, and hereby reserves the right to, remove any of said minerals from said land by means of wells, shafts, tunnels, or other means of access to said minerals which may be constructed, drilled or dug from other land, provided that the exercise of such rights by Santa Fe shall in no way interfere with impair the use of the surface of the land hereby conveyed or of any improvements thereon as reserved by the Atchison, Topeka and Santa Fe Railway Company in Deed recorded June 18, 1985 as Instrument No. 86-764053.

Parcel 2:

Lot 3 in Block 2, Tract No. 8421, in the City of Los Angeles, in the County of Los Angeles, State of California, as per map recorded in Book 11 6 Pages 85 and 86 of Maps, in the office of the County Recorder of said County.

Except therefrom all minerals contained in the above described land, including, without limiting the generality thereof, oil, gas and other hydrocarbons, substances, as well as metallic or other solid minerals, provided that Santa Fe shall not have the right to go upon or use the surface of said land, or any part thereof, for the purpose of drilling for mining, or otherwise removing, any of said minerals, Santa Fe May, however, and hereby reserves the right to, remove any of said minerals from said land by means of wells shafts, tunnels, or other means of access to said minerals which may be constructed, drilled or dug from other land, provided that the exercise of such rights by Santa Fe shall in no way interfere with or impair the use of the surface of the land hereby conveyed or of any improvements thereon as reserved by the Atchison, Topeka and Santa Fe Railway Company in Deed recorded June 18, 1986 as Instrument No. 86-764053.

Parcel 3:

Lot 4, Block 2 of Tract No. 8421, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 11 6 Pages 85 and 86 of Maps, in the office of the County Recorder of said County.

Parcel 4:

Lot 5, Block 2 of Tract No. 8421, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 11 6 Pages 85 and 86 of Maps, in the office of the County Recorder of said County.

Except all oil, gas and other hydrocarbon and mineral substances lying not less than five hundred ~500) feet below the surface of said real property, provided that Grantor, its successors and assigns, shall not have the right to go upon the surface of said real property for the purpose of extracting said oil, gas or other hydrocarbon and mineral substances, nor for any purpose in Connection therewith, but shall have the right to extract and remove said oil, gas and other hydrocarbon and mineral substances by means of slant drilled well located on adjacent or nearby land, or by any other means which shall not require entry upon the surface of said real property, as reserved in the Deed recorded September 23, 1983 as Instrument No. 83-1 1 27359 Official Records.

Parcel 5:

Lot 6 of Block 2 of Tract No. 8421, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 11 6 Pages 85 and 86 of Maps, in the office of the County Recorder of said County.

Except therefrom that portion described in the Deed recorded in Book 1 9073 Page 278, Official Records of said County as follows:

Beginning at a point in the North line of said Lot 6 distant thereon North 89 Degrees 50’ 50” West 95.16 feet from the Northeast corner thereof; thence from a radial line bearing North 86 Degrees 13’ 02” West, Southerly on the arc of a curve concave Westerly having radius of 407.52 feet, through a central angle of 4 degrees 12’ 42” a distance of 29.98 feet to a point in the South line of said Lot 6; thence along said South Lot fine North 89 Degrees 50’ 50” West 21 .92 feet to the Southwest corner of said Lot; thence along the West line of said Lot North 0 Degrees 11’ 1 0” East 29.80 feet to the Northwest corner thereof; thence along said North line South 89 Degrees 50’ 50” East 24.90 feet to the point of beginning.

Except all oil, gas and other hydrocarbon and mineral substances lying not less than five hundred (500) feet below the surface of said real property, provided that grantor, its successors and assigns, shall not have the right to go upon the surface of said real property for the purpose of extracting said oil, gas or other hydrocarbon and mineral substances, nor for any purpose in connection therewith, but shall have the right to extract and remove said oil gas and other hydrocarbon and mineral substances by means of slant drilled wells located on adjacent or nearby land, or by any other means which shall not require entry upon the surface of said real property, as reserved in the Deed recorded September 23, 1983 as Instrument No. 83-1127359 Official Records.

Parcel 6:

That portion of Lot 6, Block 2 of Tract No. 8421, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 11 6 Pages 85 and 86 of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at a point in the North line of said Lot 6 distant thereon North 89 degrees 50’ 50” West 95.16 feet from the Northeast corner thereof; thence from a radial line bearing North 86 Degrees 1 3’ 02” West Southerly on the arc of a curve concave Westerly, having a radius of 407.52 feet, through a central angle of 4 Degrees 1 2’ 42” a distance of 29.96 feet to a point in the South line of said Lot 6; thence along said South Lot line North 89 Degrees 50’ 50” West 21 .92 feet to the Southwest corner of said Lot; thence along the West line of said Lot North 0 Degrees 11’ 10” East 29,80 feet to the Northwest corner thereof; thence along said North Lot line South 89 Degrees 50’ 50” East 24.90 feet to the point of beginning.

Excepting therefrom all minerals contained in the above described land, including, without limiting the generality thereof, oil, gas and other hydrocarbon substances, as well as metallic or other solid minerals, provided that Santa Fe shall not have the right to go upon or use the surface of said land, or any part thereof, for the purpose or otherwise removing, any of said minerals, Santa Fe May, however, and hereby reserves the right to, remove any of said minerals from said land by means of wells, shafts, tunnels, or other means of access to said minerals which may be constructed, drilled or dug from other land, provided that the exercise of such rights by Santa Fe shall in no way interfere with or impair the use of the surface of the land hereby conveyed or of any improvements thereon as reserved by the Atchison, Topeka and Santa Fe Railway Company, in Deed recorded June 1 8, 1 986 as Instrument No. 86-764053.

Parcel 7:

That portion of the West half of that certain North, South Alley as shown and dedicated within Block 2 of Tract No. 8421, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 116 Pages 85 and 86 of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at the Southeast corner of Lot 3 of said Block ‘2; thence along the East line of said Lot 3 North 0 Degrees 11’ 10” East 159.01 feet to the Northwest corner of said Lot 3; thence along the Easterly prolongation of the North line of said Lot 3 South 89 Degrees 50’ 45” East 10.0 feet to the center line of said alley; thence along said center line South 0 Degrees 11’ 10” West 1 58.99 feet to the Easterly prolongation of the South line of said Lot 3; thence along said prolongation North 89 Degrees 58’ 15” West 10.00 feet to the point of beginning.

Parcel 8:

That portion of the East half of that certain North, South alley as shown and dedicated within Block 2 of Tract No. 8421, in the City of Los Angeles, County of Los Angeles,

State of California, as per map recorded in Book 11 6 Pages 85 and 86 of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at the Southwest corner of Lot 4 in said Block 2; thence along the West line of said Lot 4 and the West line of Lot 6 of said Block 2 North 0 Degrees 11’ 10” East 208.98 feet to the Northwest corner of said Lot 6; thence along the Westerly prolongation of the North line of said Lot 6 North 89 Degrees 50’ 50” West 10.00 feet to the center line of said alley; thence along said center line South 0 Degrees 11’ 10” West 209.00 feet to the Westerly prolongation of the South line of said Lot 4; thence along said prolongation South 89 Degrees 58’ 15” West 10.00 feet to the point of beginning.

Parcel 9:

Lot 7 of Block 2 of Tract No. 8421, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 11 6 Pages 85 and 86 of Maps, in the office of the County Recorder of said County.

Except therefrom that portion described in the Deed recorded in Book 1 9073 Page 278 Official Records of said County, as follows:

Beginning at a point in the South line of said Lot 7 distant thereon North 89 Degrees 50’ 50” West 95.1 1 feet from the Southeast ~corner thereof; thence along said South line of Lot 7 and the South line of said Lot 8, North 89 Degrees 50’ 50” West 29.50 feet; thence parallel with the East line of said Lot 7 North 0 Degrees 11’ 25” East 125.04 feet to a point in the Northerly line of said Lot 8; thence along said Northerly Lot line South 80 Degrees 50’ 00” East 29.87 feet; thence South 0 Degrees 11’ 25” West 1 20.35 feet to the point of beginning.

Except therefrom all oil, gas and other hydrocarbon and mineral substances lying not less than five hundred (500) feet below the surface of said real property, provided that Grantor, its successors and assigns, shall not have the right to go upon the surface of said real property for the purpose of extracting said oil, gas or other hydrocarbon and mineral substances, nor for any purposes in connection therewith, but shall have the right to extract and remove said oil, gas and other hydrocarbon and mineral substances by means of slan-drilled wells located on adjacent or nearby land, or by any other means which shall not require entry upon the surface of said real property, as reserved by Santa Fe Land Improvement Company, in Deed recorded September 23, 1 983 as Instrument No. 83-1127358.

Assessor’s Parcel No: 51 63-005-003,004,005,011,012,013 & 014

EX-10.3

Exhibit 10.3

LOAN REVISION AGREEMENT

This Loan Revision Agreement amends the terms of that certain loan (“Loan”) evidenced by a Note Secured by Deed of Trust dated June 3, 2004, in favor of City National Bank, a national banking association (“CNB”) executed by Daily Journal Corporation, a South Carolina corporation (“Borrower”) in the original principal amount of $3,400,000.00 (“Note”). The Note is secured by that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated June 3, 2004 (“Deed of Trust”) executed by Borrower as trustor for the benefit of CNB, recorded on June 17, 2004, as Instrument No. 04-1547725, in the Official Records of Los Angeles County, State of California, (“Deed of Trust”).

CNB and Borrower hereby agree that the terms and conditions of the Note shall be amended as follows:

The second paragraph of the Note is deleted in its entirety and replaced with the following:

“There shall be two advances hereunder with an initial advance in the amount of $2,856,682.27 and a second advance of $543,317.73 to be made by CNB after the conditions as set forth in that certain letter agreement dated June 3, 2004 by and between Borrower and CNB have been met.

Principal and interest together are payable in initial installments of Twenty-Two Thousand Forty-Five and 94/100 Dollars ($22,045.94) each month commencing on the first day of August, 2004 and continuing thereafter on the same day of each month until maturity as stated above when all unpaid interest and principal shall be payable. Upon the second advance, CNB shall reamortize the then unpaid principal balance of this Note and recalculate the monthly payment set forth above to an amount equal to an amount that would be sufficient to repay the unpaid principal amount of this Note based on the remainder twenty year amortization. The new monthly payment shall be due and payable commencing on the first day of the second calendar month following the date of the second advance. CNB acknowledges that no Prepayment Penalty applies to this Note.”

This Loan Revision Agreement shall amend the Note only as set forth above. CNB and Borrower agree that all other terms and conditions of the Note, and the Deed of Trust, shall remain in full force and effect.

This Loan Revision Agreement is executed and shall become effective as of August 1, 2004.

“Borrower”	Daily Journal Corporation,
	a South Carolina corporation
	By:	/s/ Gerald L. Salzman
		Gerald L. Salzman, President
	City National Bank, a
	national banking association
	By:	/s/ Paul Branks
		Paul Branks, Senior Vice President

EX-31

Exhibit 31

CERTIFICATIONS BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald L. Salzman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Daily Journal Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2004

/s/ Gerald L. Salzman

Gerald L. Salzman

Chief Executive Officer, President,

Chief Financial Officer and Treasurer

EX-32

Exhibit 32

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Daily Journal Corporation (the “Company”) for the period ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerald L. Salzman, President, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gerald L. Salzman

Gerald L. Salzman

Chief Executive Officer, President

and Chief Financial Officer

August 13, 2004

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, and is not being filed as part of the Report or as a separate disclosure document.