ENVIRONMENTAL ESCROW AND SECURITY AGREEMENT
                                                Loan No. 1700020098
                                      Property:  Old Orchard Shopping Center
                                       Santa Clarita (Valencia), California


         THIS ENVIRONMENTAL ESCROW AND SECURITY AGREEMENT  ("Agreement") is made
as of  September  23,  1997,  by and between  CONCORD  MILESTONE  PLUS,  L.P., a
Delaware limited partnership ("Borrower"), and WESTCO REAL ESTATE FINANCE CORP.,
a California corporation ("Lender").

         A.       Borrower has executed a Note of even date in the principal
 amount of $8,445,000 payable to the order of Lender (the "Note"); and

         B.       The Note is secured by the Loan Documents (as defined in
 the Note); and

         C. Lender requires,  as a condition precedent to Lender's acceptance of
the Note, that Borrower deposit with Lender certain funds, to be held, invested,
released and used as provided in this  Agreement  to reimburse  Borrower for the
cost of providing the Environmental Improvements as hereinafter described.

         NOW,  THEREFORE,  in consideration of the foregoing,  the covenants and
conditions   contained   in  this   Agreement   and  other  good  and   valuable
consideration,   the  receipt  and  legal   sufficiency   of  which  are  hereby
acknowledged, Borrower and Lender hereby agree as follows:

         1. The Deposit.  Concurrently  with its  execution  of this  Agreement,
Borrower has  deposited  with Lender the cash sum of $45,000 (such funds and all
other  funds from time to time  deposited  with Lender in  connection  with this
Agreement are hereinafter  collectively  referred to as the "Funds").  The Funds
shall be held,  invested  and  released  by  Lender,  and used by  Borrower,  in
accordance  with the  terms  and  conditions  of this  Agreement.  Lender  (or a
designated  representative  of  Lender)  shall  have  the  sole  right  to  make
withdrawal of the Funds.

         2. Security  Interest;  Deposit of Funds. In order to secure Borrower's
repayment of the Note and  performance  of all other  covenants  and  conditions
required on the part of Borrower to be observed or performed hereunder and under
the Loan Documents, Borrower hereby pledges to and grants to Lender a continuing
security  interest in the Funds.  Until expended or applied as herein  provided,
the Funds shall constitute  additional  security for the Debt (as defined in the
Note).  The Funds shall not  constitute a trust fund and may be commingled  with
other monies held by Lender.  Unless  otherwise  required by applicable  law, no
earnings  or  interest  on the Funds  shall be payable to  Borrower  even if the
Lender or its servicer is paid a fee and/or receives interest or other income in
connection  with the  deposit  or  placement  of such fund (in which  event such
income shall be reported under  Lender's or its  servicer's  tax  identification
number, as applicable).

September 23, 1997

LOS01:48425.3
                                                         1

<PAGE>



         3.       Performance of Improvements.

                  (a) Borrower shall construct, erect, undertake and complete or
cause to be  constructed,  erected,  undertaken or completed all of the work set
forth on Schedule 1 hereto (the "Environmental  Improvements") no later than the
date set forth opposite such Environmental Improvements.

                  (b) Borrower  shall pay for and obtain or cause to be paid for
and obtained all permits, licenses and approvals required by all applicable laws
with  regard  to  the   Environmental   Improvements,   whether   necessary  for
commencement, completion, use or otherwise.

                  (c) Borrower  shall  perform or cause to be performed all work
in connection  with the  Environmental  Improvements  in a good and  workmanlike
manner, in compliance with all applicable laws (including,  without  limitation,
any and all environmental laws and laws for the handicapped and/or disabled) and
with the plans and  specifications  approved (in writing) by Lender covering the
same,  which  performance by Borrower shall be without regard to the sufficiency
of the Funds.

                  (d)  Borrower  covenants  and  agrees  that the  Environmental
Improvements shall be constructed,  installed or completed, as applicable,  free
and clear of any and all liens  (including  mechanic's,  materialman's  or other
liens),  claims  and  encumbrances  whatsoever  subject to  Borrower's  right to
contest as specified in the Mortgage (as defined in the Note).

Upon the occurrence of an Event of Default or in the event of Borrower's  breach
of any  provision of this  Agreement,  Lender may terminate  this  Agreement and
retain all Funds then being held pursuant to this Agreement and apply such Funds
in such  order  and in such  amounts  as  Lender  shall  elect,  in its sole and
absolute  discretion:  (i) to payment of the indebtedness  evidenced by the Note
and the Loan Documents, and/or (ii) in order to proceed under existing contracts
or enter into contracts with third parties to make or complete the Environmental
Improvements.  Lender shall have the right to enter onto the Mortgaged  Property
(as defined in the Mortgage) and perform any and all work and labor necessary to
make or  complete  the  Environmental  Improvements  and/or  employ  watchmen to
protect the Mortgaged Property from damage. All sums so expended by Lender shall
be construed to have been paid to Borrower and shall be secured by the Mortgage.
Borrower   hereby   constitutes   and  appoints   Lender  its  true  and  lawful
attorney-in-fact  with full power of  substitution  to complete or undertake the
Environmental  Improvements in the name of the Borrower.  This power of attorney
shall be  construed  to be a power  coupled  with an  interest  which  cannot be
revoked.


September 23, 1997

LOS01:48425.3
                                                         2

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         4. Use of Funds.  Except as otherwise  expressly set forth herein,  the
Funds shall be used to reimburse  Borrower for the reasonable costs and expenses
incurred by Borrower in  completing  the  Environmental  Improvements  up to the
amount of the Funds. Borrower shall be responsible for the payment (from sources
other  than the  Funds) of any and all  costs and  expenses  in  completing  the
Environmental Improvements in excess of the amount of the Funds. At such time as
Lender  determines (in its sole  discretion)  that the remediation  described in
Schedule 1 has been completed and regulatory site closure has been obtained,  or
the  determination  has been made that such remediation is not required,  all as
described in Schedule 1, then any remaining Funds shall be released to Borrower.

         5. Release of Funds. The following condition shall apply to any release
of funds to Borrower under Section 4 above:

                  (a) Lender,  upon  receipt of a draw  request  specifying  the
amount  requested  and the  Environmental  Improvements  to be paid for with the
requested  Funds in the form  attached  hereto  as  Exhibit  "A"  ("Request  for
Release") shall, subject to the inspection rights and objection rights contained
herein, release to Borrower the Funds requested in the Request For Release;

                  (b) Borrower  shall provide  evidence  satisfactory  to Lender
(including,  without limitation,  access to the Mortgaged Property to Lender and
an  architect  and/or  engineer  specified  by  Lender  for  the  purpose  of an
inspection  of work done,  at Borrower's  expense,  if  reasonably  requested by
Lender)  that the  Environmental  Improvements  for  which  the  Funds are being
requested have been completed in a good and workmanlike manner and in accordance
with this Agreement and with all applicable laws;

                  (c) Borrower  shall submit to Lender  copies of paid  invoices
for the  Funds  requested  and  lien  waivers  and  releases  from  all  parties
furnishing  materials and/or services in connection with the Request for Release
and reimbursement of all out-of-pocket inspection fees incurred by Lender;

                  (d)  Borrower  shall  provide  Lender  with  such   additional
documents,  certificates and affidavits as Lender may reasonably request; and if
required by Lender,  Borrower  shall execute and deliver to Lender a certificate
(in  form  and  substance   satisfactory  to  Lender)  that  the   Environmental
Improvements  covered by the  applicable  Request for Release  comply with,  and
Borrower has fully satisfied, the terms and provisions of Section 3 above;

                  (e) Except as set forth in Section 4 above,  Lender  shall not
be  obligated  to  release  any  Funds  (i) for the  payment  of the  cost of an
improvement or other item other than a Environmental Improvement as set forth on
Schedule 1 hereto, or (ii) for costs of Environmental  Improvements in excess of
the costs specified therefor on Schedule 1; and


September 23, 1997

LOS01:48425.3
                                                         3

<PAGE>



                  (f) In  addition to the  conditions  set forth  above,  Lender
shall not be  obligated  to honor any  Request  for  Release (i) in the event of
Borrower's  breach of any provision of this  Agreement or upon the occurrence of
an Event of  Default  under any of the other Loan  Documents,  nor (ii) upon the
occurrence of any act, event or condition then existing that, with the giving of
notice or the passage of time, or both,  would  constitute a breach hereunder or
an Event of Default under any of the Loan Documents.

         6. Remedies  Cumulative.  No right or remedy conferred upon or reserved
to Lender under this Agreement is intended to be exclusive of any other right or
remedy,  and each and  every  such  right and  remedy  shall be  cumulative  and
concurrent and may be enforced separately,  successively or together, and may be
exercised from time to time as often as may be deemed necessary by Lender.

         7.  Indemnification of Lender and Assignment of Claims.  Borrower shall
hold  harmless,  indemnify  and  defend  Lender  from  and  against  any and all
liabilities, obligations, claims, demands, damages, penalties, causes of action,
losses,  fines,  costs and expenses  (including  without  limitation  reasonable
attorneys'  fees and expenses)  imposed upon or incurred by Lender arising from,
or in connection with, directly or indirectly, this Agreement. This indemnity is
in addition to any other indemnity  agreements made by Borrower to Lender in the
Mortgage,  the  Note or in any of the  other  Loan  Documents.  Borrower  hereby
assigns to Lender all  rights,  claims  and causes of action  Borrower  may have
against any person or entities  supplying  labor or materials in connection with
the Environmental  Improvements;  provided,  however, that Lender may not pursue
any such right,  claim or cause of action  unless an Event of Default shall have
occurred under the Loan Documents or Borrower shall have otherwise  breached any
provision in this Agreement.

         8.       Miscellaneous.

                  (a) Any  capitalized  term  utilized  herein  shall  have  the
meaning as specified in the Mortgage, unless such term is otherwise specifically
defined herein.

                  (b) Except as  otherwise  expressly  provided  herein,  in any
instance  where the consent or approval of Lender is required or may be given or
where any determination,  judgment or decision is to be rendered by Lender under
this Agreement, such approval and consent shall be given or withheld in Lender's
sole and absolute discretion.

                  (c) All notices  hereunder  shall be given in accordance  with
the provisions of the Mortgage.

                  (d) This  Agreement  shall be binding  upon  Borrower  and its
heirs, devisees,  representatives,  successors and assigns, including successors
in interest of Borrower in and to all or any part of the Mortgaged Property, and
shall inure to the benefit of and may be enforced by Lender

September 23, 1997

LOS01:48425.3
                                                         4

<PAGE>



and its heirs,  successors,  legal  representatives,  substitutes  and  assigns.
Borrower shall not assign any of its rights or obligations under this Agreement.

                  (e) This  Agreement  is  intended  solely  for the  benefit of
Borrower and Lender, and no third party shall have any right or interest in this
Agreement, nor any right to enforce this Agreement against any party hereto.

                  (f)  This  Agreement  may not be  modified,  amended,  waived,
extended,  changed,  discharged or terminated orally or by any act or failure to
act on the part of Borrower  and  Lender,  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.

                  (g) No provision  of this  Agreement or action taken by Lender
pursuant  hereto shall be construed as  acceptance  or approval by Lender of any
Environmental  Improvement.  Each and every provision for the consent, approval,
inspection,  review or  verification  by Lender  hereunder  is for  Lender's own
purpose and benefit only,  and no other party may require that the same be given
or be entitled to assume that Lender shall  refuse to make or give the same.  In
addition,  in no event  shall any term  hereof,  or any  action  taken by Lender
contemplated   hereby,   be  deemed  to  be  or   construed  as  a  warranty  or
representation  by Lender as to the adequacy of any  Environmental  Improvement,
nor that the same complies with applicable laws (including,  without limitation,
any and all environmental laws and laws for the handicapped and/or disabled).

                  (h)  Nothing  herein or in the Loan  Documents  is intended to
create,  nor  creates,   nor  shall  be  deemed  to  create,  a  joint  venture,
partnership,  tenancy-in-common,  or joint tenancy relationship between Borrower
and Lender,  nor to grant Lender any interest in the  Mortgaged  Property  other
than that of creditor or Mortgage.

                  (i) If any  provisions of this  Agreement  shall conflict with
any provisions of the other Loan Documents  regarding the Funds,  the provisions
contained in this Agreement shall control.

                  (j) If any term,  covenant or condition  of this  Agreement is
held to be invalid,  illegal or  unenforceable  in any respect,  this  Agreement
shall be construed without such provision.

                  (k) THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED
(WITHOUT  REGARD TO ANY CONFLICT OF LAWS  PRINCIPLES) AND THE APPLICABLE LAWS OF
THE  UNITED  STATES OF  AMERICA.  BORROWER  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 OUT OF
OR RELATING TO THIS AGREEMENT.

September 23, 1997

LOS01:48425.3
                                                         5

<PAGE>



         Borrower and Lender have executed  this  Agreement as of the date first
above written.

                                            BORROWER:

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

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

By:
       Name:
       Title:


Borrower's Tax ID Number:  52-1494615

LENDER:

WESTCO REAL ESTATE FINANCE CORP.,
a California corporation



By:
Name:
Title:


September 23, 1997

LOS01:48425.3
                                   6

<PAGE>



                                                    Schedule 1

                                            ENVIRONMENTAL IMPROVEMENTS



         Within four months after recordation of the Mortgage (as defined in the
Note),   Borrower   shall  remove  and  remediate   the  dry  cleaning   solvent
contamination  on the Mortgaged  Property as disclosed by a Report of Subsurface
Environmental Investigation (Palace Cleaners) prepared by Geoscience, Inc. dated
August 8,  1997,  and  Report of Active  Soil  Vapor  Survey  (Palace  Cleaners)
prepared by Geoscience,  Inc. dated July 28, 1997,  and obtain  regulatory  site
closure  therefor in  accordance  with  applicable  requirements,  or provide to
Lender  evidence in form and substance  reasonably  satisfactory  to Lender that
applicable  regulatory  authorities  have  determined  that  remediation of such
contamination is not required under applicable laws and regulations.

September 23, 1997

LOS01:48425.3
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<PAGE>


                                                    EXHIBIT "A"

                                          REQUEST FOR RELEASE (No. ____)

                                                 Loan No. ________

TO:         ("Lender")

FROM:       ("Borrower")

         This Request for Release is submitted  by Borrower in  accordance  with
the Escrow Agreement for Improvements dated ___________, 199__, between Borrower
and Lender (the  "Agreement").  Terms used with initial  capital letters and not
defined  in this  Request  for  Release  have  the  meanings  given  them in the
Agreement.

         1.  Borrower  hereby  requests  an  Advance  for  the  payment  of  the
Environmental Improvements in the amounts, to the parties, specified below:

ENVIRONMENTAL
IMPROVEMENTS                     PAYEE                                   AMOUNT


  TOTAL ADVANCE REQUESTED                                            $_________

         2.  Borrower  certifies,  represents  and  warrants  to Lender that all
statements,  invoices,  bills, costs, expenses and any other sums of money owing
with respect to Environmental  Improvements  incurred or owing on or before this
date,  have been paid in full  except  (a) the  amounts  requested  in Section 1
above, and (b) the amounts, if any, specified in Annex 1 hereto.

         3.  Borrower  certifies,  represents  and  warrants  to Lender that (a)
Borrower is  entitled to a Release of Funds for the items and amounts  requested
in Section 1 above,  (b) Borrower's  representations  and warranties made in the
Loan  Documents are true and correct on and as of this date, and (c) no Event of
Default nor any event  which with the giving of notice or the lapse of time,  or
both, would become an Event of Default, has occurred.

         Date: ______________, 199__.

                                                               BORROWER:


                                                               By:
                                                                  Title:


                                                         8