ENVIRONMENTAL LIABILITIES AGREEMENT

                               Loan No. 1700020088
                    Property: Town & Country Shopping Center
                                Searcy, Arkansas



         THIS ENVIRONMENTAL  LIABILITIES AGREEMENT (this "Agreement") is made as
of September  23, 1997,  by CONCORD  MILESTONE  PLUS,  L.P., a Delaware  limited
partnership (the "Borrower"),  and CM PLUS CORPORATION,  a Delaware  corporation
("CM Plus") (collectively,  the "Indemnitor"),  to and for the benefit of WESTCO
REAL ESTATE FINANCE CORP., a California corporation (the "Lender").

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1  Definitions.  As used herein,  the  following  terms shall have the
     following meanings:

                  Asbestos:  Asbestos or any substance containing asbestos.

                  Environmental  Law: Any federal,  state or local law, statute,
         ordinance, code, rule, regulation,  license,  authorization,  decision,
         order,  injunction  or decree which  pertains to health,  safety or the
         environment  (including  but not limited to,  ground or air or water or
         noise pollution or contamination, and underground or aboveground tanks)
         and shall include, without limitation, the Comprehensive  Environmental
         Response,   Compensation   and   Liability  Act  of  1980,  as  amended
         ("CERCLA"),  the Resource  Conservation  and  Recovery Act of 1976,  as
         amended  ("RCRA"),  and any  state  or  federal  lien or  superlien  or
         environmental clean-up statutes, and regulations, rules, guidelines, or
         standards  promulgated  pursuant  thereto  all as amended  from time to
         time.

                  Hazardous Substance:  Any substance,  whether solid, liquid or
         gaseous:  i) which is listed,  defined  or  regulated  as a  "hazardous
         substance," "hazardous waste" or "solid waste," or otherwise classified
         as hazardous or toxic, in or pursuant to any Environmental  Law; or ii)
         which is or contains  Asbestos,  radon, any  polychlorinated  biphenyl,
         urea formaldehyde foam insulation,  explosive or radioactive  material,
         lead  paint,  or motor fuel or other  petroleum  hydrocarbons;  or iii)
         which causes or poses a threat to cause a contamination  or nuisance on
         the  Mortgaged  Property  or any  adjacent  property or a hazard to the
         environment  or to the  health  or safety  of  persons  on or about the
         Mortgaged Property.

Mortgage: That certain Mortgage, Deed of Trust and Security Agreement, dated of
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         even date  herewith,  executed by  Borrower  for the benefit of Lender,
         covering the Mortgaged  Property more particularly  described  therein,
         including the real property or interest therein  described in Exhibit A
         attached hereto and incorporated herein by this reference.

                  Remediation: Any investigation, site monitoring,  containment,
         cleanup,  removal,  restoration,  or other activities of any kind which
         are reasonably necessary or desirable under an applicable Environmental
         Law.

Storage Tanks:  Any  underground or aboveground  storage tanks,  whether filled,
     empty, or partially filled with any substance.

         Section 1.2 Other Defined Terms.  Any capitalized  term utilized herein
shall  have the  meaning  as  specified  in the  Mortgage,  unless  such term is
otherwise specifically defined herein.

                                   ARTICLE II

                         WARRANTIES AND REPRESENTATIONS

         Indemnitor  hereby  represents and warrants to Lender that, to the best
of  Indemnitor's  knowledge  after due  inquiry  and  investigation  as follows,
subject  to  the  information  respecting  the  environmental  condition  of the
Mortgaged  Property  contained  in  a  Report  of  Phase  I  Environmental  Site
Assessment prepared by Geoscience, Inc. dated July 17, 1997:

         Section 2.1 Mortgaged Property  Compliance.  The Mortgaged Property and
the operations  conducted  thereon do not violate any applicable  law,  statute,
ordinance,  rule,  regulation,  order,  or  determination  of  any  governmental
authority  or  any  restrictive  covenant  or  deed  restriction   (recorded  or
otherwise),  including  without  limitation all applicable zoning ordinances and
building codes, flood disaster laws and Environmental Laws.

         Section 2.2 No  Violations.  Without  limitation  to Section 2.1 above,
except as previously  disclosed in writing to Lender, the Mortgaged Property and
operations  conducted thereon by the current owner or operator of such Mortgaged
Property,  are not the subject of any existing,  pending,  or threatened action,
suit,   investigation,   inquiry,   or   proceeding  by  any   governmental   or
nongovernmental  entity or person or to any Remediation  under any Environmental
Law.

         Section   2.3   Authorizations.   All   notices,   permits,   licenses,
registrations,  or similar  authorizations,  if any,  required to be obtained or
filed in  connection  with the  ownership,  operation,  or use of the  Mortgaged
Property,  including,  without limitation, the existence of any Storage Tanks at
the Mortgaged Property or the past or present  generation,  treatment,  storage,
disposal,  or release of a Hazardous  Substance into the environment,  have been
duly obtained or filed and have been duly renewed or maintained.

         Section  2.4  Hazardous  Substance.  The  Mortgaged  Property  does not
contain any Hazardous  Substance in violation of applicable  Environmental Laws.
Except as disclosed in writing to Lender the Mortgaged Property does not contain
any Storage Tanks or Asbestos.


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         Section  2.5  Borrower  Investigation.  Borrower  has  taken  all steps
necessary to determine, and has determined,  that no Hazardous Substances are or
have been generated,  treated,  stored, used, disposed of or released on, under,
from,  or about the Mortgaged  Property  except in  compliance  with  applicable
Environmental Laws.

         Section  2.6  Borrower   Compliance.   Borrower  has  not   undertaken,
permitted, authorized, or suffered and will not undertake, permit, authorize, or
suffer the presence,  use, manufacture,  handling,  generation,  transportation,
storage, treatment,  discharge,  release, burial, or disposal on, under, from or
about the Mortgaged Property of any Hazardous Substance or the transportation to
or from the Mortgaged  Property of any Hazardous  Substance except in compliance
with applicable Environmental Laws.

         Section  2.7 No  Pending  Litigation.  Except as  otherwise  previously
disclosed to Lender in writing,  there is no pending or  threatened  litigation,
proceedings,  or investigations  before or by any administrative agency in which
any person or entity alleges or is investigating any alleged presence,  release,
threat of release, placement on, under, from or about the Mortgaged Property, or
the  manufacture,  handling,  generation,  transportation,  storage,  treatment,
discharge,  burial, or disposal on, under, from or about the Mortgaged Property,
or the  transportation  to or from  the  Mortgaged  Property,  of any  Hazardous
Substance.

         Section 2.8 No Notices.  Except as  otherwise  previously  disclosed to
Lender in writing,  Borrower has not  received any notice,  and has no actual or
constructive knowledge, that any governmental authority or any employee or agent
thereof has  determined,  or threatens to  determine,  or is  investigating  any
allegation that there is a presence,  release, threat of release,  placement on,
under, from or about the Mortgaged Property, or the use, manufacture,  handling,
generation,  transportation,  storage, treatment, discharge, burial, or disposal
on, under,  from or about the Mortgaged  Property,  or the  transportation to or
from the Mortgaged Property, of any Hazardous Substance.

         Section 2.9 No Communications. Except as otherwise previously disclosed
to Lender in writing,  there have been no  communications or agreements with any
governmental authority thereof or any private entity, including, but not limited
to, any prior owners or operators of the Mortgaged Property, relating in any way
to the presence,  release,  threat of release,  placement on, under or about the
Mortgaged   Property,   or   the   use,   manufacture,   handling,   generation,
transportation,  storage, treatment, discharge, burial, or disposal on, under or
about the Mortgaged  Property,  or the  transportation  to or from the Mortgaged
Property,  of any Hazardous  Substance,  except for  communications  made in the
ordinary  course of business in connection  with permits,  reports,  and routine
inspections issued,  prepared or conducted by government agencies or authorities
having jurisdiction over the Mortgaged Property.

         Section  2.10 Other  Properties.  Neither  Borrower,  nor,  to the best
knowledge  of Borrower,  any other  person,  including,  but not limited to, any
predecessor owner, tenant,  licensee,  occupant, user, or operator of all or any
portion of the Mortgaged  Property,  has ever caused,  permitted,  authorized or
suffered,  and  Borrower  will not cause,  permit,  authorize,  or  suffer,  any
Hazardous  Substance to be placed,  held,  located, or disposed of, on, under or
about any other real property, all


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or any  portion of which is legally or  beneficially  owned (or any  interest or
estate therein which is owned) by Borrower in any  jurisdiction now or hereafter
having in effect a so-called  "superlien"  law or ordinance or any part thereof,
the effect of which law or ordinance  would be to create a lien on the Mortgaged
Property to secure any obligation in connection with the "superlien" law of such
other jurisdiction.

         Section 2.11  Permits.  Borrower has been issued all required  federal,
state,  and local licenses,  certificates,  or permits relating to, and Borrower
and the Mortgaged Property are in compliance in all respects with all applicable
Environmental  Laws,  including but not limited to,  federal,  state,  and local
laws, rules, and regulations relating to, air emissions,  water discharge, noise
emissions,  solid or liquid waste  disposal,  hazardous  waste or materials,  or
other environmental, health, or safety matters.

                                   ARTICLE III

                              AFFIRMATIVE COVENANTS

         Indemnitor  hereby  unconditionally  covenants  and agrees with Lender,
until the entire  Debt (as defined in the Note) shall have been paid in full and
all of the  obligations  of Borrower  under the Loan  Documents  shall have been
fully performed and discharged, as follows:

         Section 3.1 Operations.  Borrower shall not use, generate, manufacture,
produce,  store,  release,  discharge,  treat, or dispose of on, under,  from or
about the Mortgaged  Property or transport to or from the Mortgaged Property any
Hazardous  Substance  or allow  any  other  person  or entity to do so except in
compliance with Environmental  Laws.  Borrower shall not install or permit to be
installed  any  Asbestos or Storage  Tanks at the  Mortgaged  Property and shall
remedy all violations of Environmental Laws with respect thereto including,  but
not limited to,  removal of Asbestos  and/or  Storage Tanks in the manner and as
required by applicable Environmental Laws.

         Section 3.2 Compliance.  Borrower shall keep and maintain the Mortgaged
Property  in  compliance  with,  and shall not  cause or  permit  the  Mortgaged
Property to be in violation of, any  Environmental Law and upon discovery of any
noncompliance   shall   promptly   take   corrective   action  to  remedy   such
noncompliance.

         Section 3.3       [Intentionally Deleted]

         Section 3.4  Notices.  Borrower  shall give prompt  written  notices to
Lender of: (i) any proceeding or inquiry by any governmental or  nongovernmental
entity or person with respect to the  presence of any  Hazardous  Substance  on,
under,  from or about the Mortgaged  Property,  the migration thereof from or to
other property,  the disposal,  storage, or treatment of any Hazardous Substance
generated or used on,  under or about the  Mortgaged  Property,  (ii) all claims
made or threatened by any third party against Borrower or the Mortgaged Property
or any other owner or operator of the Mortgaged Property relating to any release
reportable under any applicable Environmental Law, loss or injury resulting from
any Storage Tank or Hazardous  Substance,  and (iii) Borrower's discovery of any
occurrence or condition on any real property adjoining or in the


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vicinity of the Mortgaged  Property  that could cause the Mortgaged  Property or
any part thereof to be subject to any  investigation or cleanup of the Mortgaged
Property  pursuant  to any  Environmental  Law or that could  result in Borrower
becoming  liable for any cost  related to any  investigation  or cleanup of such
Mortgaged Property.

         Section 3.5 Legal Proceedings. Borrower shall permit Lender to join and
participate  in, as a party if it so elects,  any legal  proceedings  or actions
initiated  with  respect  to the  Mortgaged  Property  in  connection  with  any
Environmental  Law,  Hazardous  Substance or Storage Tank and Borrower shall pay
all attorneys' fees incurred by Lender in connection therewith.

         Section 3.6 Remediation.  In the event that the Mortgaged  Property (or
any portion  thereof)  becomes the subject of any  Remediation,  Borrower  shall
commence  such  Remediation  no later than the  earlier of (i) thirty  (30) days
after written  demand by Lender for  performance  thereof,  or (ii) such shorter
period of time as may be required under  applicable  law, and  thereafter  shall
diligently  prosecute the same to completion in accordance  with applicable law.
All Remediation shall be performed by contractors approved in advance by Lender,
and under the supervision of a consulting engineer approved by Lender. All costs
and expenses of such Remediation  shall be paid by Borrower  including,  without
limitation, Lender's reasonable attorneys' fees and costs incurred in connection
with monitoring or review of such Remediation.  In the event Borrower shall fail
to timely commence, or cause to be commenced, or fail to diligently prosecute to
completion,  such  Remediation,  Lender may, but shall not be required to, cause
such  Remediation  to be  performed,  and all costs  and  expenses  thereof,  or
incurred in connection therewith, shall become part of the Debt.

                                   ARTICLE IV

                                 INDEMNIFICATION

         INDEMNITOR  SHALL  PROTECT,  INDEMNIFY,  AND HOLD  HARMLESS  LENDER AND
TRUSTEE,  THEIR  PARENTS,  SUBSIDIARIES,   TRUSTEES,  SHAREHOLDERS,   DIRECTORS,
OFFICERS,  EMPLOYEES,  REPRESENTATIVES,  AGENTS, SUCCESSORS AND ASSIGNS FROM AND
AGAINST ALL  LIABILITIES,  OBLIGATIONS,  CLAIMS,  DEMANDS,  DAMAGES,  PENALTIES,
CAUSES  OF  ACTION,   LOSSES,  FINES,  COSTS  AND  EXPENSES  (INCLUDING  WITHOUT
LIMITATION  CONSEQUENTIAL  DAMAGES AND REASONABLE ATTORNEYS' FEES AND EXPENSES),
DIRECTLY OR INDIRECTLY  ARISING FROM OR RELATED TO ANY RELEASE OF OR EXPOSURE TO
ANY  HAZARDOUS  SUBSTANCE  (INCLUDING  PERSONAL  INJURY OR DAMAGE TO  PROPERTY),
NONCOMPLIANCE  WITH ANY  ENVIRONMENTAL  LAW,  REMEDIATION,  OR ARISING UNDER ANY
ENVIRONMENTAL LAW. THE INDEMNIFICATION OBLIGATIONS OF INDEMNITOR HEREUNDER SHALL
BE DEEMED TO CONSTITUTE A PART OF THE DEBT SECURED BY THE MORTGAGE AND THE OTHER
LOAN DOCUMENTS.

                                    ARTICLE V

                                  MISCELLANEOUS


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         Section   5.1   Survival   of   Obligations.   Each   and  all  of  the
representations, covenants and agreements and indemnities contained herein shall
survive any termination, satisfaction or assignment of the Loan Documents or the
entry  of  a  judgment  of  foreclosure,  sale  of  the  Mortgaged  Property  by
nonjudicial  foreclosure sale,  delivery of a deed in lieu of foreclosure or the
exercise  by Lender  of any of its  other  rights  and  remedies  under the Loan
Documents.

         Section 5.2 Notices.  All notices or other  communications  required or
permitted  to be  given  hereunder  shall be given  to the  parties  and  become
effective as provided in the Mortgage.

         Section  5.3 Binding  Effect.  This  Agreement  shall be binding on the
parties hereto, their successors,  assigns,  heirs and legal representatives and
all other persons claiming by, through or under them.

         Section 5.4 Counterparts.  This Agreement 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.

         Section 5.5  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,  EXCEPT TO THE
EXTENT  THAT  THE  APPLICABILITY  OF ANY OF SUCH  LAWS MAY NOW OR  HEREAFTER  BE
PREEMPTED  BY FEDERAL LAW, IN WHICH CASE SUCH FEDERAL LAW SHALL SO GOVERN AND BE
CONTROLLING.

         BORROWER,  TO THE  FULL  EXTENT  PERMITTED  BY LAW,  HEREBY  KNOWINGLY,
INTENTIONALLY  AND VOLUNTARILY,  WITH AND UPON THE ADVICE OF COMPETENT  COUNSEL,
(A) SUBMITS TO PERSONAL  JURISDICTION  IN THE STATE OF CALIFORNIA OVER ANY SUIT,
ACTION OR PROCEEDING BY ANY PERSON  ARISING FROM OR RELATING TO THIS  AGREEMENT,
(B) AGREES THAT ANY SUCH ACTION,  SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN ORANGE COUNTY, CALIFORNIA,
(C) SUBMITS TO THE  JURISDICTION  OF SUCH COURTS,  AND (D) TO THE FULLEST EXTENT
PERMITTED  BY LAW,  AGREES  THAT  BORROWER  WILL NOT BRING ANY  ACTION,  SUIT OR
PROCEEDING  IN ANY OTHER FORUM (BUT  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT OF
LENDER TO BRING ANY ACTION,  SUIT OR PROCEEDING  IN ANY OTHER  FORUM).  BORROWER
FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS,  COMPLAINT OR OTHER LEGAL
PROCESS IN ANY SUCH SUIT,  ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED  U.S.
MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS FOR NOTICES AS PROVIDED IN THE
MORTGAGE,  AND CONSENTS AND AGREES THAT SUCH SERVICE  SHALL  CONSTITUTE IN EVERY
RESPECT  VALID AND  EFFECTIVE  SERVICE  (BUT  NOTHING  HEREIN  SHALL  AFFECT THE
VALIDITY OR  EFFECTIVENESS  OF PROCESS  SERVED IN ANY OTHER MANNER  PERMITTED BY
LAW).



<PAGE>



         Section 5.6 Reliance.  Borrower  recognizes  and  acknowledges  that in
entering into the loan transaction evidenced by the Loan Documents and accepting
the  Mortgage,  Lender  is  expressly  and  primarily  relying  on the truth and
accuracy  of the  warranties  and  representations  set forth in this  Agreement
without any obligation to investigate the Mortgaged Property and notwithstanding
any investigation of the Mortgaged Property by Lender; that such reliance exists
on the part of Lender prior hereto; that such warranties and representations are
a  material  inducement  to  Lender  in making  the loan  evidenced  by the Loan
Documents and  accepting  the Mortgage;  and that Lender would not be willing to
make the loan  evidenced  by the Loan  Documents  and accept the Mortgage in the
absence of such warranties and representations.

         Section 5.7 Headings. The article,  section and subsection entitlements
hereof are inserted for convenience of reference only and shall in no way alter,
modify, or define, or be used in construing the text of such articles,  sections
or subsections.

         Section 5.8 No Oral Change. This Agreement may not be waived, extended,
changed, discharged or terminated orally, or by any act or failure to act on the
part of Borrower or 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.

Section 5.9 Joint and Several Liability.  Each party comprising Indemnitor shall
     be  jointly  and  severally   liable  for  the  obligations  of  Indemnitor
     hereunder.

Section 5.10 Deferment of Rights of Subrogation, Reimbursement and Contribution.
                  (a)  Notwithstanding  any  payment  or  payments  made  by any
Indemnitor hereunder,  CM Plus will assert or exercise any right of Lender or of
CM Plus against Borrower to recover the amount of any payment made by CM Plus to
Lender  by  way  of  subrogation,  reimbursement,  contribution,  indemnity,  or
otherwise  arising by contract or  operation  of law, and CM Plus shall not have
any right of recourse to or any claim  against  assets or property of  Borrower,
whether or not the  obligations  of Borrower  have been  satisfied,  all of such
rights  being  herein  expressly  waive by CM Plus.  CM Plus  agrees not to seek
contribution  or  indemnity  or other  recourse  from any other CM Plus.  If any
amount  shall  nevertheless  be paid to CM Plus by Borrower  prior to payment in
full of the  Obligations  (hereinafter  defined),  such amount  shall be held in
trust for the  benefit  of Lender  and shall  forthwith  be paid to Lender to be
credited  and applied to the  Obligations,  whether  matured or  unmatured.  The
provisions of this paragraph shall survive the termination of this Guaranty, and
any satisfaction and discharge of Borrower by virtue of any payment, court order
or any applicable law.

                  (b) Notwithstanding the provisions of Section 5.10(a), CM Plus
shall have and be entitled to (1) all rights of subrogation  otherwise  provided
by applicable  law in respect of any payment it may make or be obligated to make
under this  Guaranty  and (2) all claims it would have  against  Borrower in the
absence of Section  5.10(a) and to assert and enforce  same, in each case on and
after, but at no time prior to, the date (the "Subrogation  Trigger Date") which
is 91 days  after  the date on which  all sums  owed to  Lender  under  the Loan
Documents  (the  "Obligations")  have been  paid in full,  if and only if (x) no
Event of Default of the type described in Section 23(e) or 23(f) of


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the  Mortgage  with  respect to Lender has  existed at any time on and after the
date of this Guaranty to and including the Subrogation  Trigger Date and (y) the
existence of CM Plus' rights under this Section 5.10(b) would not make CM Plus a
creditor  (as  defined  in the Code,  as such term is  hereinafter  defined)  of
Borrower in any insolvency,  bankruptcy,  reorganization  or similar  proceeding
commenced on or prior to the Subrogation Trigger Date.

                            (Signature page follows)


<PAGE>





         EXECUTED as of the date first above written.

                                   INDEMNITOR:

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

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

                     By:
                              Name:
                              Title:





<PAGE>



                                    EXHIBIT A

                               (Legal Description)


The land  situated in the State of  Arkansas,  County of White and  described as
follows:

PARCEL A

Commencing at an iron pipe at the  intersection  of the Southeast line of Survey
Number  2312 and the South  line of Race  Avenue;  Thence  North 89  degrees  54
minutes 23 seconds  East  737.11  feet along the South line of Race  Avenue to a
found  concrete  monument;  Thence  continue along the South line of Race Avenue
North 89 degrees 59 minutes 37 seconds  East 306.00 feet to a found iron pin for
the pointy of beginning;  Thence continue North 89 degrees 59 minutes 37 seconds
East 60.00 feet along the South line of Race Avenue to a found iron pin;  Thence
South 00 degrees 05 minutes  42 seconds  East  188.00  feet to a found iron pin;
Thence  North 89 degrees 59 minutes 37 seconds  East 158.74 feet to a found iron
pin on the Westerly  right-of-way  of Frontage Road;  Thence South 45 degrees 03
minutes 24 seconds East 102.88 feet along said Westerly right-of-way of Frontage
Road to a found iron pin;  Thence  South 00  degrees 06 minutes 42 seconds  East
273.84 feet to a found iron pin;  Thence  South 32 degrees 05 minutes 06 seconds
East  48.07  feet to a found  iron pin;  Thence  North 89  degrees 54 minutes 54
seconds  East  65.00 feet to a found iron pin on the  Westerly  right-of-way  of
Frontage  Road;  Thence  South 06 degrees 34 minutes 32 seconds  West 60.41 feet
along said Westerly right-of-way;  Thence South 89 degrees 54 minutes 54 seconds
West 115.0 feet;  Thence South 18 degrees 04 minutes 12 seconds West 39.26 feet;
Thence South 04 degrees 54 minutes 54 seconds  West 112.0 feet;  Thence South 14
degrees 35 minutes 06 seconds East 94.0 feet; Thence South 29 degrees 35 minutes
06 seconds  East 140.0 feet;  Thence South 20 degrees 05 minutes 06 seconds East
48.0 to a found iron pin;  Thence  South 89  degrees 54 minutes 54 seconds  West
307.89 feet to a found  railroad  spike;  Thence  North 00 degrees 06 minutes 42
seconds West 126.00 feet to a found railroad  spike;  Thence South 89 degrees 54
minutes 54 seconds West 345.00 feet to a found iron pin; Thence North 00 degrees
04 minutes 37 seconds  West 367.08 feet along the East line of a tract  recorded
in Volume 377,  Page 359 of the White County Deed Records to a found 2 inch pipe
set in  concrete;  Thence North 00 degrees 04 minutes 46 seconds West 49.95 feet
along the East line of a street to a found 2 inch pipe set in  concrete;  Thence
North 00 degrees 05 minutes 42 seconds West 299.93 feet along the East line of a
tract  recorded in Volume 360,  Page 145 of the White  County Deed  Records to a
found iron pin;  Thence  North 89 degrees 59 minutes 37 seconds East 200.00 feet
to a found iron pin; Thence continue North 89 degrees 59 minutes 37 seconds East
106.00 feet to a found iron pin;


<PAGE>



Thence  North 00 degrees 05 minutes 42 seconds  West 200.00 feet to a found iron
pin which is the  point of  beginning,  containing  10.787  acres  more or less,
subject to all easements of record.

PARCEL B

Appurtenant easements for roadways,  walkways,  ingress and egress, parking, and
loading and unloading of commercial and other  vehicles  created by that certain
agreement  entitled  "Easements With Covenants and  Restrictions  Affecting Land
(ECR)" dated May 16, 1984 by and between Wal-Mart Properties, Inc., and Bramalea
Limited filed for record on July 24, 1984, and recorded in Misc.
Book 102 at Page 419.

Property Address:          Town & Country Shopping Center
                           U.S. Highway 67/167
                           at East Race Avenue
                           Searcy, Arkansas 72143