RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO:

Andrews & Kurth L.L.P.
601 S. Figueroa Street,
Suite 4200
Los Angeles, California  90017
Attention:  Gregg J. Loubier
Loan No. 1700020082
Property:  Green Valley Mall
                                                          Green Valley, Arizona

                         ASSIGNMENT OF LEASES AND RENTS


THIS ASSIGNMENT OF LEASES AND RENTS
("Assignment")  is made as of September 23, by CONCORD  MILESTONE PLUS,  L.P., a
Delaware limited partnership ("Assignor"),  to WESTCO REAL ESTATE FINANCE CORP.,
a California corporation ("Assignee").

Assignor, for good and valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  does hereby GRANT,
SELL,  CONVEY,  ASSIGN,  TRANSFER,  SET OVER AND DELIVER to Assignee  the entire
lessor's  interest in and to all current and future leases and other  agreements
affecting the use,  enjoyment,  or occupancy of all or any part of the Mortgaged
Property (as defined in the Mortgage,  which is defined below),  which Mortgaged
Property includes that certain lot or piece of land, more particularly described
in Exhibit A annexed hereto and made a part hereof.

TOGETHER WITH all other leases and other
agreements  affecting  the  use,  enjoyment  or  occupancy  of any  part  of the
Mortgaged Property now or hereafter made affecting the Mortgaged Property or any
portion  thereof,  together with any  extensions or renewals of the same (all of
the leases and other agreements  described above together with all other present
and future leases and present and future agreements and any extension or renewal
of the same are hereinafter collectively referred to as the "Leases");

TOGETHER WITH all rents, income, issues, revenues
and profits  arising from the Leases and renewals  thereof and together with all
rents,  income,  issues and profits from the use, enjoyment and occupancy of the
Mortgaged  Property  (including,  but not limited to, minimum rents,  additional
rents,  percentage  rents,  deficiency  rents,  security deposits and liquidated
damages  following  default  under any Leases,  all proceeds  payable  under any
policy of insurance covering loss of rents resulting from untenantability caused
by damage to any part of the


<PAGE>



Mortgaged  Property,  all of Assignor's  rights to recover monetary amounts from
any Lessee (as hereinafter defined) in bankruptcy including, without limitation,
rights of recovery for use and occupancy and damage claims  arising out of Lease
defaults,  including rejection of a Lease,  together with any sums of money that
may now or at any time  hereafter  be or become due and  payable to  Assignor by
virtue of any and all royalties,  overriding royalties,  bonuses,  delay rentals
and any other amount of any kind or character  arising under any and all present
and all future oil, gas and mining Leases covering the Mortgaged Property or any
part thereof, and all proceeds and other amounts paid or owing to Assignor under
or pursuant to any and all  contracts  and bonds  relating to the  construction,
erection or renovation of the Mortgaged  Property) (all of the rights  described
above hereinafter collectively referred to as the "Rents").

                                                     THIS  ASSIGNMENT is made to
facilitate:

A. The payment of the Debt as defined in that certain
Note made by Assignor to Assignee,  dated the date hereof,  in the principal sum
of $5,400,000 (the "Note"), and secured by the Mortgage (as defined in the Note)
covering the Mortgaged Property.

B. The performance and discharge of each and every
obligation, covenant and agreement of Assignor contained herein and in the other
Loan Documents (as defined in the Note).

C. The payment of the Debt as defined in the Arkansas
Note (as defined in the Mortgage).

D. The performance and discharge of each and every
obligation,  covenant and agreement of Assignor  contained in the Loan Documents
(as defined in the Arkansas Note).

E. The payment of the Debt as defined in the
California Note (as defined in the Mortgage).

F. The performance and discharge of each and every
obligation,  covenant and agreement of Assignor  contained in the Loan Documents
(as defined in the California Note).

Assignor warrants to Assignee that (a) Assignor is the
sole owner of the entire  lessor's  interest in the  Leases;  (b) the Leases are
valid,  enforceable  and in full  force and  effect  and have not been  altered,
modified or amended in any manner  whatsoever  except as  disclosed to Assignee;
(c) neither the Leases nor the Rents  reserved in the Leases have been  assigned
or otherwise pledged or hypothecated;  (d) none of the Rents have been collected
for more  than  one (1)  month in  advance;  (e)  Assignor  has full  power  and
authority to execute and deliver this  Assignment and the execution and delivery
of this  Assignment  has been  duly  authorized  and does not  conflict  with or
constitute a default under any law, judicial order or other agreement  affecting
Assignor or the Mortgaged  Property;  (f) the premises  demised under the Leases
have been completed and Lessees under the Leases have accepted the same and have
taken possession of the


<PAGE>



same on a  rent-paying  basis except as  explicitly  identified on the certified
rent roll  attached  to the  Closing  Certificate  dated  concurrently  herewith
executed by Assignor in favor of Assignee in connection  with the Note;  and (g)
there exist no offsets or defenses to the payment of any portion of the Rents.

                                  Assignor covenants with Assignee that Assignor
(a) shall observe and perform all the obligations  imposed upon the lessor under
the Leases and shall not do or permit to be done anything to impair the value of
the Leases as security for the Debt; (b) shall promptly send to Assignee  copies
of all notices of default which  Assignor  shall  receive under the Leases;  (c)
shall not collect  any Rents more than one (1) month in  advance;  (d) shall not
execute any other  assignment  of lessor's  interest in the Leases or the Rents;
(e) shall  execute  and  deliver at the  request of  Assignee  all such  further
assurances,  confirmations  and  assignments  in  connection  with the Mortgaged
Property as Assignee  shall from time to time require;  (f) shall not enter into
any new lease of the Mortgaged  Property  without the prior  written  consent of
Assignee  (unless such new Lease  satisfies  the Approval  Conditions  described
below),  and in any event, any new Lease shall be on a form of lease approved by
Assignee; (g) shall deliver to Assignee,  upon request,  subject to tenant lease
requirements,  tenant estoppel  certificates  from each commercial Lessee at the
Mortgaged  Property in form and substance  reasonably  satisfactory  to Assignee
(provided,  however,  that  Assignor  shall  not be  required  to  deliver  such
certificates  more frequently than two [2] times in any calendar year);  and (h)
shall deliver to Assignee, at Assignee's request,  executed copies of all Leases
now existing or hereafter arising.

                          Assignor further covenants with Assignee that, except
to the extent that  Assignor is acting in the  ordinary  course of business as a
prudent  operator of property  similar to the Mortgaged  Property,  Assignor (a)
shall promptly send to Assignee  copies of all notices of default which Assignor
shall send to Lessees  under the  Leases;  (b) shall  enforce  all of the terms,
covenants  and  conditions  contained in the Leases upon the part of the Lessees
thereunder to be observed or performed,  short of termination thereof; (c) shall
not alter,  modify or change the terms of the Leases  without the prior  written
consent of  Assignee,  or cancel or  terminate  the Leases or accept a surrender
thereof or take any other  action which would effect a merger of the estates and
rights  of, or a  termination  or  diminution  of the  obligations  of,  Lessees
thereunder;  provided however,  that any Lease may be canceled if at the time of
cancellation thereof a new Lease is entered into on substantially the same terms
or more favorable  terms as the canceled Lease;  (d) shall not alter,  modify or
change the terms of any guaranty of any of the Leases or cancel or terminate any
such  guaranty  without the prior  written  consent of  Assignee;  (e) shall not
consent to any  assignment of or  subletting  under the Leases not in accordance
with their terms,  without the prior written consent of Assignee;  and (f) shall
not waive,  release,  reduce,  discount or otherwise discharge or compromise the
payment of any of the Rents to accrue under the Leases.

                           Assignor further covenants with Assignee that (a) all
Leases shall be written on the standard form of lease which has been approved by
Assignee; (b) upon request, Assignor shall furnish Assignee with executed copies
of all  Leases;  (c) no material  changes  may be made to the  Assignee-approved
standard lease without the prior written  consent of Assignee;  (d) all renewals
of Leases and all proposed  Leases shall provide for rental rates  comparable to
existing  local market  rates and shall be  arm's-length  transactions;  (e) all
Leases shall provide that


<PAGE>



(i) they are  subordinate  to the  Mortgage  and any other  indebtedness  now or
hereafter  secured by the  Mortgaged  Property,  (ii) Lessees agree to attorn to
Assignee (such  attornment to be effective upon Assignee's  acquisition of title
to the  Mortgaged  Property),  (iii)  Lessees  agree  to  execute  such  further
evidences  of  attornment  as Assignee may from time to time  request,  (iv) the
attornment of Lessees shall not be terminated by foreclosure,  (v) Assignee may,
at Assignee's option,  accept or reject such attornment,  and (vi) Lessees agree
to  furnish,  two  times in any  calendar  year,  as  Assignee  may  request,  a
certificate   signed  by  Lessee   confirming   and   containing   such  factual
certifications and  representations  deemed reasonably  appropriate by Assignee;
and (f) all new Leases shall be subject to the prior approval of Assignee.

                             Notwithstanding anything to the contrary contained
herein, and provided that no Event of Default (as defined in the Mortgage) shall
exist and be continuing,  the following  terms and  provisions  shall apply (the
"Approval Conditions"):

          (a)  Assignee's  consent  shall not be required for  modifications  of
     Leases if (i) the Lease to be  modified  does not  involve  more than 6,500
     rentable  square feet of the Mortgaged  Property,  (ii) such  modifications
     (together  with  all  prior   modifications  of  such  Lease  made  without
     Assignee's  consent) do not materially  decrease the  obligations of Lessee
     nor  materially  increase  the  obligations  of  the  lessor,   (iii)  such
     modification  (together with all prior modifications of Leases made without
     Assignee's  consent)  will not  adversely  affect the  Mortgaged  Property,
     Assignee,  or Assignor's  ability to fulfill its obligations under the Loan
     Documents  (other  than to a de minimis  extent),  and (iv) the Lease as so
     modified  meets all  criteria  that would be required  with  respect to new
     Leases as set forth in subpart (c) below.

          (b)  Assignee's  consent  shall not be required for  termination  of a
     Lease if (i) Lessee  under such Lease is in default  beyond all  applicable
     notice and grace periods,  (ii) the Lease to be terminated does not involve
     more than 6,500 rentable square feet of the Mortgaged  Property,  and (iii)
     such  termination  will  not  adversely  affect  the  Mortgaged   Property,
     Assignee,  or Assignor's  ability to fulfill its obligations under the Loan
     Documents (other than to a de minimis extent).

          (c)  Assignee's  consent  shall not be required for execution of a new
     Lease of space at the Mortgaged Property if (i) such Lease does not involve
     more than

<PAGE>

          6,500 rentable square feet of the Mortgaged Property,  (ii) such Lease
     will not adversely affect the Mortgaged Property,  Assignee,  or Assignor's
     ability to fulfill its  obligations  under the Loan  Documents,  (iii) such
     Lease is on the  standard  form of lease  approved by  Assignee,  (iv) such
     Lease is the result of an arms-length  transaction  and provides for rental
     rates  comparable to existing market rates, (v) such Lease does not contain
     any terms  which  would  materially  affect  Assignee's  rights  under this
     Assignment  or the other  Loan  Documents,  and (vi) the term of such Lease
     (including  any  renewal or  extension  term) shall be no less than six (6)
     months and no more than one (1) year.


                               THIS ASSIGNMENT is made on the following terms,
covenants and conditions:

                                 1.   Present Assignment.  Assignor does hereby
absolutely and  unconditionally  assign to Assignee  Assignor's right, title and
interest  in all  current  and future  Leases and Rents,  it being  intended  by
Assignor that this assignment constitute a present,  absolute assignment and not
an assignment for additional  security only.  Such  assignment to Assignee shall
not be construed to bind Assignee to the  performance  of any of the  covenants,
conditions,  or provisions contained in any of the Leases or otherwise to impose
any obligation upon Assignee. Assignor agrees to execute and deliver to Assignee
such additional instruments,  in form and substance satisfactory to Assignee, as
may  hereinafter  be requested by Assignee to further  evidence and confirm said
assignment.  Assignee is hereby  granted and  assigned by Assignor  the right to
enter the  Mortgaged  Property for the purpose of enforcing  its interest in the
Leases and the Rents,  this  Assignment  constituting  a present,  absolute  and
unconditional assignment of the Leases and Rents.  Nevertheless,  subject to the
terms of this  paragraph,  Assignee  grants to Assignor a  revocable  license to
operate and manage the  Mortgaged  Property  and to collect the Rents.  Assignor
shall hold the Rents, or a portion  thereof  sufficient to discharge all current
sums due on the  Debt  for use in the  payment  of such  sums.  Upon an Event of
Default,  the license granted to Assignor herein shall  automatically be revoked
and  Assignee  shall  immediately  be  entitled  to receive and apply all Rents,
whether or not Assignee enters upon and takes control of the Mortgaged Property.
Assignor  hereby grants and assigns to Assignee the right,  at its option,  upon
the  revocation  of the  license  granted  herein  to enter  upon the  Mortgaged
Property  in person,  by agent or by  court-appointed  receiver  to collect  the
Rents.  Any Rents  collected  after the revocation of the license herein granted
may be applied  toward  payment of the Debt in such  priority and  proportion as
Assignee, in its discretion, shall deem proper.

                          2.   Remedies of Assignee.  Upon or at any time after
an Event of Default,  Assignee may, at its option, without waiving such Event of
Default,  without  notice and without regard to the adequacy of the security for
the Debt, either in person or by agent,


<PAGE>



with or without bringing any action or proceeding, or by a receiver appointed by
a court, take possession of the Mortgaged Property and have, hold, manage, lease
and operate the Mortgaged  Property on such terms and for such period of time as
Assignee  may deem proper and either with or without  taking  possession  of the
Mortgaged  Property in its own name,  demand,  sue for or otherwise  collect and
receive all Rents,  including  those past due and unpaid with full power to make
from time to time all alterations,  renovations, repairs or replacements thereto
or thereof as may seem proper to Assignee and may apply the Rents to the payment
of the following in such order and proportion as Assignee in its sole discretion
may determine, any law, custom or use to the contrary  notwithstanding:  (a) all
expenses of managing and securing the  Mortgaged  Property,  including,  without
being limited thereto, the salaries, fees and wages of a managing agent and such
other  employees or agents as Assignee may deem  necessary or desirable  and all
expenses of operating and maintaining the Mortgaged Property, including, without
being limited thereto, all taxes, charges, claims,  assessments,  water charges,
sewer rents and any other liens,  and premiums for all insurance  which Assignee
may deem necessary or desirable,  and the cost of all alterations,  renovations,
repairs or  replacements,  and all  expenses  incident  to taking and  retaining
possession of the Mortgaged Property; and (b) the Debt, (including all costs and
attorneys' fees). In addition to the rights which Assignee may have herein, upon
the  occurrence  of an Event of Default,  Assignee,  at its option,  may require
Assignor  to vacate  and  surrender  possession  of the  Mortgaged  Property  to
Assignee or to such receiver and, in default thereof, Assignor may be evicted by
summary  proceedings  or  otherwise.  Additionally,  upon such Event of Default,
Assignee  shall have the right to  establish  a lock box for the  deposit of all
Rents and other  receivables  of Assignor  relating to the  Mortgaged  Property.
Assignor  shall  pay any and all  costs and  expenses  for such  lock  box.  For
purposes of  Paragraphs 1 and 2,  Assignor  grants to Assignee  its  irrevocable
power  of  attorney,  coupled  with  an  interest,  to  take  any and all of the
aforementioned  actions and any or all other actions  designated by Assignee for
the proper management and preservation of the Mortgaged  Property.  The exercise
by Assignee of the option granted it in this paragraph and the collection of the
Rents and the  application  thereof as herein provided shall not be considered a
waiver of any Event of Default under any of the Loan Documents.

                           3.   No Liability of Assignee.  Assignee shall not be
liable for any loss sustained by Assignor  resulting from Assignee's  failure to
let the  Mortgaged  Property  after an Event of Default or from any other act or
omission  of  Assignee  in managing  the  Mortgaged  Property  after an Event of
Default  unless such loss is caused by the willful  misconduct  and bad faith of
Assignee.   Assignee  shall  not  be  obligated  to  perform  or  discharge  any
obligation,  duty or  liability  under the  Leases or under or by reason of this
Assignment and Assignor shall, and hereby agrees, to indemnify Assignee for, and
to hold Assignee harmless from, any and all liability,  loss or damage which may
or might be incurred  under the Leases or under or by reason of this  Assignment
and from any and all claims and demands whatsoever, including the defense of any
such claims or demands which may be asserted  against  Assignee by reason of any
alleged  obligations and undertakings on its part to perform or discharge any of
the terms,  covenants or  agreements  contained in the Leases.  Should  Assignee
incur any such liability,  the amount  thereof,  including  costs,  expenses and
reasonable  attorneys'  fees,  shall be secured hereby and by the Loan Documents
and Assignor shall reimburse Assignee therefor  immediately upon demand and upon
Assignor's  failure to do so, Assignee may, at its option,  exercise any and all
remedies  available to Assignee  hereunder  and under the other Loan  Documents.
This Assignment shall not operate to place any obligation or


<PAGE>



liability for the control,  care, management or repair of the Mortgaged Property
upon  Assignee,  nor for the carrying out of any of the terms and  conditions of
the Leases; nor shall it operate to make Assignee  responsible or liable for any
waste  committed on the Mortgaged  Property,  including  without  limitation the
presence  of  any  Hazardous  Substances,   (as  defined  in  the  Environmental
Agreement,  which  is  defined  in the  Note),  or  for  any  negligence  in the
management,  upkeep,  repair or control of the Mortgaged  Property  resulting in
loss or injury or death to any Lessee, licensee, employee or stranger.

                        4.   Notice to Lessees.  Assignor hereby authorizes and
directs  Lessees named in the Leases or any other or future Lessees or occupants
of the  Mortgaged  Property  (the  "Lessee[s]")  upon receipt  from  Assignee of
written  notice to the effect  that  Assignee is then the holder of the Note and
that an Event of Default exists  thereunder or under the other Loan Documents to
pay over to Assignee all Rents and to continue so to do until otherwise notified
by Assignee,  without  further  notice or consent of Assignor and  regardless of
whether Assignee has taken possession of the Mortgaged Property, and Lessees may
rely upon any written  statement  delivered  by Assignee to Lessees  without any
obligation  or right to inquire as to whether such default  actually  exists and
notwithstanding  any notice from or claim of Assignor to the contrary.  Assignor
further  agrees that it shall have no right to claim  against any of Lessees for
any such  Rents so paid by  Lessees  to  Assignee  and  that  Assignee  shall be
entitled to collect, receive and retain all Rents regardless of when and to whom
such Rents are and have been paid and regardless of the form or location of such
Rents. Any such payment to Assignee shall  constitute  payment to Assignor under
the Leases, and Assignor appoints Assignee as Assignor's lawful attorney-in-fact
for giving, and Assignee is hereby empowered to give,  acquitances to any Lessee
for such  payment  to  Assignee  after an Event of  Default.  Any Rents  held or
received by Assignor  after a written  request from  Assignee to Lessees for the
payment of Rents  shall be held or  received  by  Assignor  as  trustee  for the
benefit of Assignee only.

                       5.   Rental Offsets.  If Assignor becomes aware that any
Lessee proposes to do, or is doing,  any act or thing which may give rise to any
right of  set-off  against  Rent,  Assignor  shall,  to the extent  Assignee  is
permitted to do so under the applicable  lease or applicable  law, (i) take such
steps as shall be reasonably calculated to prevent the accrual of any right to a
set-off  against Rent,  (ii) notify  Assignee  thereof and of the amount of said
set-offs, and (iii) within ten (10) days after such accrual for a valid set-off,
reimburse  Lessee  who shall  have  acquired  such right to set-off or take such
other steps as shall effectively discharge such set-off and as shall effectively
assure that Rents thereafter due shall continue to be payable without set-off or
deduction.

                         6.   Security Deposits.  Following the occurrence and
during the continuance of any Event of Default,  Assignor shall, upon Assignee's
request,  if permitted by applicable legal  requirements,  turn over to Assignee
the security deposits (and any interest theretofore earned thereon) with respect
to all or any portion of the Mortgaged Property,  to be held by Assignee subject
to the terms of the Leases.

          7.  Relocations.  In no event  shall  Assignor  exercise  any right to
     relocate any Lessee  pursuant to any right set forth in a Lease without the
     prior written

<PAGE>



consent of Assignee,  except for  relocations  in connection  with the making or
renewal of Leases with respect to which Assignee's consent is not required under
the Approval Conditions above.

                        8.   Other Security.  Assignee may take or release other
security  for the  payment  of the Debt,  may  release  any party  primarily  or
secondarily  liable  therefor and may apply any other security held by it to the
reduction or  satisfaction  of the Debt  without  prejudice to any of its rights
under this Assignment.

                                9.   Other Remedies.  Nothing contained in this
Assignment  and no act done or omitted  by  Assignee  pursuant  to the power and
rights granted to Assignee  hereunder shall be deemed to be a waiver by Assignee
of its rights and remedies under the other Loan Documents and this Assignment is
made and accepted without prejudice to any of the rights and remedies  possessed
by Assignee under the terms  thereof.  The right of Assignee to collect the Debt
and to  enforce  any other  security  therefor  held by it may be  exercised  by
Assignee either prior to, simultaneously with, or subsequent to any action taken
by it hereunder.

                           10.      No Mortgagee in Possession.  Nothing herein
contained  shall  be  construed  as   constituting   Assignee  a  "mortgagee  in
possession"  in the absence of the taking of actual  possession of the Mortgaged
Property by Assignee.  In the exercise of the powers herein granted Assignee, no
liability  shall be asserted or enforced  against  Assignee,  all such liability
being expressly waived and released by Assignor.

                           11.      No Oral Change.  This Assignment may not be
modified,  amended, waived, extended,  changed, discharged or terminated orally,
or by any act or failure to act on the part of Assignor or Assignee, but only by
an agreement in writing signed by the party against whom the  enforcement of any
modification,  amendment, waiver, extension, change, discharge or termination is
sought.

                    12.      Certain Definitions.  Unless the context clearly
indicates a contrary intent or unless  otherwise  specifically  provided herein,
words used in this Assignment may be used  interchangeable in singular or plural
form and the word "Assignor"  shall mean "each Assignor and any subsequent owner
or  owners  of the  Mortgaged  Property  or any  part  thereof  or any  interest
therein," the word "Assignee" shall mean "Assignee and any subsequent  holder of
the  Note,"  the  word  "person"  shall  include  an  individual,   corporation,
partnership,   trust,  unincorporated  association,   government,   governmental
authority,  and any other entity,  the words "Mortgaged  Property" shall include
any portion of the  Mortgaged  Property and any interest  therein;  whenever the
context may require,  any pronouns used herein shall  include the  corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural and vice versa.

                   13.      Non-Waiver.  The failure of Assignee to insist upon
strict  performance of any term hereof shall not be deemed to be a waiver of any
term  of  this  Assignment.   Assignor  shall  not  be  relieved  of  Assignor's
obligations  hereunder  by reason of (a)  failure of Assignee to comply with any
request of  Assignor or any other party to take any action to enforce any of the
provisions hereof or of the other Loan Documents, (b) the release regardless


<PAGE>



of consideration, of the whole or any part of the Mortgaged Property, or (c) any
agreement or stipulation by Assignee  extending the time of payment or otherwise
modifying  or  supplementing  the terms of this  Assignment  or the  other  Loan
Documents. Assignee may resort for the payment of the Debt to any other security
held by Assignee in such order and manner as Assignee,  in its  discretion,  may
elect.  Assignee may take any action to recover the Debt, or any portion thereof
or to enforce any  covenant  hereof  without  prejudice to the right of Assignee
thereafter to enforce its rights under this  Assignment.  The rights of Assignee
under this Assignment shall be separate,  distinct and cumulative and none shall
be given  effect to the  exclusion  of the others.  No act of Assignee  shall be
construed  as an  election  to  proceed  under any one  provision  herein to the
exclusion of any other provision.

                    14.      Inapplicable Provisions.  If any term, covenant or
condition of this Assignment is held to be invalid,  illegal or unenforceable in
any respect, this Assignment shall be construed without such provision.

                        15.      Counterparts.  This Assignment may be executed
in any number of  counterparts  each of which  shall be deemed to be an original
but all of which when taken together shall constitute one agreement.

                                    16.      GOVERNING LAW; JURISDICTION.  THIS
ASSIGNMENT  SHALL BE GOVERNED AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE
STATE IN WHICH THE REAL  PROPERTY  ENCUMBERED BY THE MORTGAGE IS LOCATED AND THE
APPLICABLE  LAWS OF THE UNITED STATES OF AMERICA.  ASSIGNOR  HEREBY  IRREVOCABLY
SUBMITS TO THE  JURISDICTION OF ANY COURT OF COMPETENT  JURISDICTION  LOCATED IN
THE STATE IN WHICH THE  MORTGAGED  PROPERTY  IS LOCATED IN  CONNECTION  WITH ANY
PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT.

                      17.      Successors and Assigns.  Assignor may not assign
its rights under this Assignment.  Assignor hereby  acknowledges and agrees that
Assignee may assign this Assignment without Assignor's  consent.  Subject to the
foregoing, this Assignment shall be binding upon, and shall inure to the benefit
of, Assignor and the Assignee and their respective successors and assigns.
                       18.      Termination of Assignment.  Upon payment in full
of the Debt  and the  delivery  and  recording  of a  satisfaction,  release  or
discharge of Mortgage duly executed by Assignee,  this  Assignment  shall become
and be void and of no effect.

                                  THIS ASSIGNMENT shall inure to the benefit of
Assignee  and any  subsequent  holder  of the Note and  shall  be  binding  upon
Assignor,  and  Assignor's  heirs,  executors,  administrators,  successors  and
assigns and any subsequent owner of the Mortgaged Property.

                            (Signature page follows)


<PAGE>



                        Assignor has executed this instrument as of the day and
year first above written.

                                                                       ASSIGNOR:
     CONCORD MILESTONE PLUS, L.P.,
    a Delaware limited partnership,

        By:      CM PLUS CORPORATION,
                 a Delaware corporation,
                 Its General Partner


                 By:
                          Name:
                          Title: