ENVIRONMENTAL LIABILITIES AGREEMENT

                               Loan No. 1700020098
                      Property: Old Orchard Shopping Center
                      Santa Clarita (Valencia), California



         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 even date herewith,  executed by Borrower for the
          benefit of Lender, covering the Mortgaged
<PAGE>



         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 Report of Phase I Environmental Site Assessment
prepared by  Geoscience,  Inc.  dated July 18, 1997,  and 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:

         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
<PAGE>



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.

         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,
<PAGE>



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 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  Monitoring.  Borrower  shall  establish and  maintain,  at
Borrower's  sole  expense,  a system to assure and  monitor the  remediation  in
compliance with Environmental Laws of the dry cleaning solvent  contamination at
the Mortgaged Property,  including a detailed review ("Environmental Remediation
Report") of the status of such  remediation  by such  environmental  consultant.
Borrower  shall  furnish  each  Environmental  Remediation  Report to the Lender
within sixty (60) days after Lender so requests,  together with such  additional
information as Lender may reasonably  request. If Borrower fails to contract for
such an Environmental  Remediation  Report after ten (10) days' notice, or fails
to provide either such report within sixty (60) days, Lender may


<PAGE>



order same, and Borrower grants to Lender and its employees, agents, contractors
and consultants access to the Mortgaged Property and a license (which is coupled
with an interest  and  irrevocable  while the  Mortgage is in effect) to perform
inspections and tests, including (but not limited to) the taking of soil borings
and air and  groundwater  samples.  All costs of such reports,  inspections  and
tests shall be an  obligation  of  Borrower  which  Borrower  promises to pay to
Lender pursuant to this Agreement.  All such costs shall constitute a portion of
the Debt,  secured  by the  Mortgage  and the other Loan  Documents.  Borrower's
obligations  under this  Section 3.3 to implement  such a monitoring  system and
provide such reports shall  terminate upon  Borrower's  full  performance of its
obligations as set forth in Schedule 1 to the Environmental  Escrow and Security
Agreement between Lender and Borrower dated concurrently herewith.

         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 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.



<PAGE>



                                   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

         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 IN
WHICH THE MORTGAGED PROPERTY IS LOCATED AND THE APPLICABLE LAWS
OF THE UNITED STATES OF AMERICA.



<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     Waiver of Subrogation, Reimbursement and Contribution.

                  (a) Notwithstanding anything to the contrary contained in this
Agreement,  CM Plus hereby unconditionally and irrevocably waives,  releases and
abrogates any and all rights it may now or hereafter  have under any  agreement,
at law or in equity (including,  without limitation, any law subrogating CM Plus
to the  rights of Lender)  to assert  any claim  against  or seek  contribution,
indemnification  or any other form of  reimbursement  from Borrower or any other
party  liable for  payment of any or all of the  obligations  hereunder  for any
payment made by CM Plus under or in connection with this Agreement or otherwise.
CM Plus  hereby  waives all rights and  defenses  arising  out of an election of
remedies by Lender even though that election of remedies,  such as a nonjudicial
foreclosure  with respect to security for the loan secured by the Mortgage,  has
destroyed  CM  Plus's  rights  of  subrogation  and  reimbursement  against  the
principal  by the  operation  of Section  580d of the  California  Code of Civil
Procedure  or  otherwise.  Specifically,  and  without in any way  limiting  the
foregoing,  CM Plus hereby  waives any rights of  subrogation,  indemnification,
contribution or  reimbursement  arising under Sections 2846, 2847, 2848 and 2849
of the  California  Civil Code or any right of  recourse  to or with  respect to
Borrower or the assets or property  of  Borrower  or to any  collateral  for the
Loan. In connection  with the foregoing,  CM Plus  expressly  waives any and all
rights of subrogation to Lender against Borrower,  and CM Plus hereby waives any
rights to enforce any remedy  which  Lender may have  against  Borrower  and any
right to participate in any collateral for the Loan. The parties  included in CM
Plus recognize  that,  pursuant to Section 580d of the California  Code of Civil
Procedure,  Lender's realization through non-judicial  foreclosure upon any real
property  constituting  security  for  Borrower's  obligations  under  the  Loan
Documents could  terminate any right of Lender to recover a deficiency  judgment
against Borrower, thereby


<PAGE>



terminating  subrogation  rights which such parties otherwise might have against
Borrower.  In  the  absence  of  an  adequate  waiver,  such  a  termination  of
subrogation  rights  could  create a defense to  enforcement  of this  Agreement
against such parties. The parties included in CM Plus hereby unconditionally and
irrevocably  waive any such  defense.  In  addition  to and  without  in any way
limiting the foregoing,  CM Plus hereby subordinates any and all indebtedness of
Borrower now or  hereafter  owed to CM Plus to all  indebtedness  of Borrower to
Lender,  and  agrees  with  Lender  that CM Plus  shall not demand or accept any
payment of principal or interest  from  Borrower,  shall not claim any offset or
other  reduction  of  CM  Plus's  obligations  hereunder  because  of  any  such
indebtedness  and shall not take any action to obtain any of the  collateral for
the Loan.  Further,  CM Plus shall not have any right of recourse against Lender
by reason of any action Lender may take or omit to take under the  provisions of
this  Agreement or under the  provisions  of any of the Loan  Documents.  If any
amount  shall  nevertheless  be paid to CM Plus by  Borrower  or another CM Plus
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 Agreement,  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), each 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  Agreement 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),  (f) or (g) of the
Mortgage with respect to Lender has existed at any time on and after the date of
this  Agreement  to and  including  the  Subrogation  Trigger  Date  and (y) the
existence of CM Plus's 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.

                  (c)      Without limiting the foregoing:

               (1)  CM  Plus   waives   CM   Plus's   rights   of   subrogation,
          reimbursement,  indemnification, and contribution and any other rights
          and defenses that are or may become  available to CM Plus by reason of
          California Civil Code Sections 2787 to 2855, inclusive.

               (2) CM Plus  waives  any rights or  defenses  CM Plus may have in
          respect of its  obligations  as a CM Plus by reason of any election of
          remedies by the Lender.

               (3) CM Plus waives all rights and defenses  that CM Plus may have
          because the Borrower's  debt is secured by real property.  This means,
          among other things:
          (i)  Lender may collect from CM Plus without first  foreclosing on any
               real or personal property collateral pledged by Borrower; and
<PAGE>


          (ii) If Lender forecloses on any real property  collateral  pledged by
               Borrower:  
               (A) The amount of the debt may be  reduced  only by the price for
          which that  collateral is sold at the  foreclosure  sale,  even if the
          collateral is worth more than the sale price;

               (B)  Lender  may  collect  from  CM  Plus  even  if  Lender,   by
          foreclosing on the real property  collateral,  has destroyed any right
          CM Plus may have to collect from Borrower.

This is an  unconditional  and irrevocable  waiver of any rights and defenses CM
Plus may have because the  Borrower's  debt  evidenced by the Note is secured by
real property.  These rights and defenses  include,  but are not limited to, any
rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California
Code of Civil Procedure.

                            (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:


                                                     CM PLUS CORPORATION,
                                                     a Delaware corporation

                                                              By:
                                                                       Name:
                                                                       Title:




<PAGE>



                                    EXHIBIT A

                               (Legal Description)

                                LEGAL DESCRIPTION


THE LAND SITUATED IN LOS ANGELES COUNTY,  STATE OF CALIFORNIA,  AND DESCRIBED AS
FOLLOWS:

PARCELS 1 TO 6 INCLUSIVE  AS SHOWN ON PARCEL MAP 1526,  AS PER MAP FILED IN BOOK
24 PAGE 81 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY  RECORDER OF SAID COUNTY,
WHICH SAID PARCEL MAP RECITES "DIVISION OF LAND FOR LEASE PURPOSES ONLY."

EXCEPT  THEREFROM  ALL RIGHTS TO MINERALS,  OIL,  GAS,  TARS,  HYDROCARBONS  AND
METALLIFEROUS SUBSTANCES OF EVERY KIND, TOGETHER WITH THE RIGHT TO DRILL OR MINE
FOR THE SAME, WITHOUT,  HOWEVER,  THE RIGHT TO DRILL OR MINE THROUGH THE SURFACE
OR THE UPPER 500 FEET OF THE SUBSURFACE OF SAID LAND, AS RESERVED BY THE NEWHALL
LAND AND FARMING  COMPANY,  A DELAWARE  CORPORATION  RECORDED  MARCH 24, 1983 AS
INSTRUMENT  NO. 83- 323387 AND  RE-RECORDED  FEBRUARY 21, 1985 AS INSTRUMENT NO.
85-196474.


Property Address:          Old Orchard Shopping Center
                           23047-23453 Orchard Village Road
                           Santa Clarita (Valencia), California  91355