Valencia, CA:

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


                                 FIXED RATE NOTE


$8,445,000                                    September 23, 1997


         FOR VALUE RECEIVED,  CONCORD  MILESTONE PLUS,  L.P., a Delaware limited
partnership  (hereinafter referred to as "Maker"),  promises to pay to the order
of WESTCO REAL ESTATE FINANCE CORP.,  a California  corporation,  its successors
and assigns (hereinafter  referred to as "Payee"), at the office of Payee or its
agent,  designee,  or assignee at 1 Park Plaza,  Suite 430,  Irvine,  California
92614,  or at such place as Payee or its agent,  designee,  or assignee may from
time to time  designate  in writing,  the  principal  sum of EIGHT  MILLION FOUR
HUNDRED FORTY-FIVE THOUSAND AND NO/100 DOLLARS ($8,445,000),  in lawful money of
the United States of America, with interest thereon to be computed on the unpaid
principal balance from time to time outstanding at the Applicable  Interest Rate
(hereinafter  defined)  at all  times  prior  to the  occurrence  of an Event of
Default (as defined in the Mortgage  (hereinafter  defined)),  and to be paid in
installments as follows:

         (1)      A payment of  interest  only on the date hereof for the period
                  from the date of funding  through  September  30,  1997,  both
                  inclusive;

         (2)      A  constant  payment  of  $65,880.72,  on  the  first  day  of
                  November,  1997,  and on the first day of each calendar  month
                  thereafter  up to and  including  the first day of  September,
                  2007;

and the balance of said principal sum, together with accrued and unpaid interest
and any other  amounts due under this Note shall be due and payable on the first
day of October, 2007, or upon earlier maturity hereof whether by acceleration or
otherwise  (the  "Maturity  Date").  Interest on the  principal sum of this Note
shall be  calculated  on a year of three hundred sixty (360) days and a month of
thirty  (30) days but charged for the actual  number of days  elapsed.  Payments
under this Note shall be applied  first,  to the payment of  interest  and other
costs and charges due in connection  with this Note or the Debt (as  hereinafter
defined),  as Payee may determine in its sole discretion,  and the balance shall
be applied toward the reduction of the principal sum. All amounts due under this
Note  shall be  payable  without  setoff,  counterclaim  or any other  deduction
whatsoever.

1.Interest Rate. The term "Applicable Interest Rate" means from the date of this
Note through and including the Maturity Date, a rate of Eight and One Hundred 
Twenty-Five


<PAGE>



One Thousandths percent (8.125%) per annum.

         2.       Security.

                  (a) This Note is  secured  by,  and Payee is  entitled  to the
benefits of, the Mortgage, the Assignment of Leases and Rents, the Environmental
Liabilities  Agreement,  and the other Loan Documents (hereinafter defined). The
term "Mortgage" means the Mortgage,  Deed of Trust and Security  Agreement dated
the date  hereof  given by Maker for the use and benefit of Payee  covering  the
estate of Maker in certain premises as more particularly  described therein (the
"Mortgaged Property").  The term "Assignment" means the Assignment of Leases and
Rents of even  date  herewith  executed  by Maker  in favor of  Payee.  The term
"Environmental  Agreement" means the Environmental Liabilities Agreement of even
date  herewith  executed by Maker in favor of Payee.  The term "Loan  Documents"
refers   collectively  to  this  Note,  the  Mortgage,   the   Assignment,   the
Environmental  Agreement and any and all other documents  executed in connection
with this Note or now or hereafter  executed by Maker and/or others and by or in
favor of Payee,  which wholly or partially  secure or guarantee  payment of this
Note or pertains to indebtedness evidenced by this Note.

                  (b) This Note is also secured by, and Payee is entitled to the
benefits  of, the Loan  Documents,  as such term is defined in a Fixed Rate Note
dated concurrently  herewith executed by Maker in favor of Payee in the original
principal  amount of $2,865,000  evidencing a loan secured in part by a mortgage
encumbering property commonly known as Town & Country Shopping Center located in
Searcy,  Arkansas, as such property is more particularly  described in such Loan
Documents.

                  (c) This Note is also secured by, and Payee is entitled to the
benefits  of, the Loan  Documents,  as such term is defined in a Fixed Rate Note
dated concurrently  herewith executed by Maker in favor of Payee in the original
principal  amount of $5,400,000  evidencing a loan secured in part by a mortgage
encumbering  property  commonly  known as Green  Valley  Mall  located  in Green
Valley,  Arizona,  as such property is more particularly  described in such Loan
Documents.

         3. Grace Period;  Late Payments.  If any installment payable under this
Note  (including  the final  monthly  installment  due on the Maturity  Date but
excluding  the balance of the unpaid  principal  due thereon) is not received by
Payee within ten (10) days after the date on which it is due (without  regard to
any applicable cure and/or notice period),  Maker shall pay to Payee upon demand
an amount equal to the lesser of (a) five percent (5%) of such unpaid sum or (b)
the maximum amount  permitted by applicable law to defray the expenses  incurred
by Payee in handling and processing  such  delinquent  payment and to compensate
Payee for the loss of the use of such delinquent payment,  and such amount shall
be secured by the Loan Documents. The term "Debt" means,  collectively,  (i) the
unpaid  principal  balance of and the accrued but unpaid  interest on this Note,
(ii) all  other  sums  due,  payable  or  reimbursable  to Payee  under the Loan
Documents  (including,  without  limitation,  sums due or  payable  by Maker for
deposit into the Tax and Insurance Escrow Fund [as defined in the Mortgage], the
Replacement  Escrow Fund [as  defined in the  Mortgage],  and any other  escrows
established or required under the Loan


<PAGE>



Documents),  and (iii) any and all other  liabilities  and  obligations of Maker
under this Note or the other Loan Documents.

         4. Remedies  Generally.  So long as an Event of Default  exists,  Payee
may, at its option,  without notice or demand to Maker except as may be required
under applicable law, declare the Debt immediately due and payable. All remedies
hereunder, under the Loan Documents and at law or in equity shall be cumulative.
In the event that it should  become  necessary to employ  counsel to collect the
Debt or to protect or foreclose  the security for the Debt or to defend  against
any claims  asserted  by Maker  arising  from or related to the Loan  Documents,
Maker also agrees to pay to Payee on demand all costs of  collection  or defense
incurred by Payee,  including  reasonable  attorneys'  fees for the  services of
counsel whether or not suit be brought.

         5. Default  Interest.  Upon the occurrence of an Event of Default Maker
shall pay interest on the entire unpaid  principal sum and any other amounts due
under the Loan  Documents  until such  default is cured at the rate equal to the
lesser of (a) the maximum rate  permitted by applicable  law, or (b) the greater
of (i) three percent (3%) plus the Applicable Interest Rate or (ii) four percent
(4%) plus the Prime  Rate  (hereinafter  defined),  in effect at the time of the
occurrence of the Event of Default (the "Default  Rate").  The term "Prime Rate"
means the prime rate reported by Citibank, N.A. In the event that Citibank, N.A.
should cease or temporarily interrupt  publication,  the term "Prime Rate" shall
mean the daily  average  prime  rate  published  in The Wall  Street  Journal or
business  section  of  another   newspaper  of  national  standing  and  general
circulation  chosen  by  Payee.  In the  event  that a prime  rate is no  longer
generally  published or is limited,  regulated or administered by a governmental
or  quasi-governmental  body, then Payee shall select a comparable interest rate
index which is readily  available and  verifiable to Maker but is beyond Payee's
control.  The Default Rate shall be computed from the occurrence of the Event of
Default until the actual receipt and collection of a sum of money  determined by
Payee to be sufficient to cure the Event of Default. Amounts of interest accrued
at the Default Rate shall  constitute a portion of the Debt, and shall be deemed
secured by the Loan Documents.  This clause,  however, shall not be construed as
an agreement or privilege to extend the date of the payment of the Debt,  nor as
a waiver  of any  other  right or  remedy  accruing  to Payee by  reason  of the
occurrence of any Event of Default.

         6. Lock-Out Period;  Prepayment  Terms.  The principal  balance of this
Note  may not be  prepaid  in  whole  or in part  (except  with  respect  to the
application of casualty or condemnation  proceeds) prior to the first day of the
Sixth  Loan Year (as  hereinafter  defined).  During  the Sixth  Loan Year or at
anytime  thereafter,  provided no Event of Default exists, the principal balance
of this Note may be prepaid,  in whole but not in part  (except  with respect to
the application of casualty or condemnation  proceeds), on any scheduled payment
date under this Note upon not less than thirty (30) days' prior  written  notice
to Payee specifying the scheduled payment date on which prepayment is to be made
(the  "Prepayment  Date") and upon payment of (a) interest accrued and unpaid on
the principal balance of this Note to and including the Prepayment Date, (b) all
other  sums then due under this Note,  and the other Loan  Documents,  and (c) a
prepayment  consideration  in an amount  equal to the greater of (i) one percent
(1%)  of  the  outstanding  principal  balance  of  this  Note  at the  time  of
prepayment, or (ii) the present value as of the


<PAGE>



Prepayment  Date of the remaining  scheduled  payments of principal and interest
from the  Prepayment  Date  through the  Maturity  Date  (including  any balloon
payment)  determined  by  discounting  such  payments at the  Discount  Rate (as
hereinafter  defined)  less the  amount of  principal  being  prepaid.  The term
"Discount Rate" means the rate which, when compounded  monthly, is equivalent to
the Treasury Rate (as hereinafter defined), when compounded  semi-annually.  The
term "Treasury Rate" means the yield  calculated by the linear  interpolation of
the yields,  as reported in Federal Reserve  Statistical  Release  H.15-Selected
Interest Rates under the heading "U.S. Government  Securities/Treasury  Constant
Maturities" for the week ending prior to the Prepayment  Date, of U.S.  Treasury
constant maturities with maturity dates (one longer and one shorter) most nearly
approximating  the  Maturity  Date.  (In the  event  Release  H.15 is no  longer
published, Payee shall select a comparable publication to determine the Treasury
Rate.) Payee shall notify Maker of the amount and the basis of  determination of
the required  prepayment  consideration.  Notwithstanding  the foregoing,  Maker
shall have the additional  privilege to prepay the entire  principal  balance of
this Note (together with any other sums  constituting the Debt) on any scheduled
payment date during the six (6) months  preceding  the Maturity Date without any
fee or  consideration  for such  privilege.  If any such notice of prepayment is
given, the principal balance of this Note and the other sums required under this
paragraph  shall be due and payable on the Prepayment  Date.  Payee shall not be
obligated to accept any prepayment of the principal  balance of this Note unless
it is accompanied by the prepayment  consideration due in connection  therewith.
The term "Loan Year" for purposes of this paragraph means each complete  365-day
period  (366 days in a leap year)  after the first  scheduled  payment  date set
forth in section 2 on page 1 of this Note.

         Maker acknowledges that, in establishing the Applicable  Interest Rate,
Payee has  assumed  and taken  into  account  the fact that the Debt will not be
prepaid (other than at the times,  and on the terms,  herein  provided) and that
there  will  be no  prohibited  transfer  of all or any  part  of the  Mortgaged
Property or any other event which would cause Payee to  accelerate  the Maturity
Date. The following  provisions  relating to Maker's payment of a premium in the
event of an acceleration are intended to compensate Payee in the event that this
assumption proves to be incorrect.  If Payee exercises its option to declare the
entire unpaid  principal  balance due and payable and/or causes to be recorded a
notice of default in accordance  with Section 2924 of the California  Civil Code
(or any comparable  statute or law) after the occurrence of an Event of Default,
there shall be due and payable (in the absence of  reinstatement  in  accordance
with Section 2924c of the  California  Civil Code or any  comparable  statute or
law), in addition to the unpaid  principal  balance and accrued interest and any
other sums due under this Note or any of the other Loan Documents,  a prepayment
consideration equal to the prepayment consideration that would have been payable
as of the  first day of the  period  during  which  prepayment  would  have been
permitted.

         BY INITIALING BELOW, MAKER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT,
PURSUANT TO THE TERMS OF THIS NOTE, IT HAS AGREED THAT IT HAS NO RIGHT TO PREPAY
THIS NOTE IN WHOLE OR IN PART WITHOUT  PENALTY  EXCEPT AS OTHERWISE  PROVIDED IN
THE NOTE AND THAT IT SHALL BE LIABLE FOR THE PAYMENT OF A PENALTY FOR PREPAYMENT
OF THIS NOTE ON ACCELERATION OF THE NOTE IN ACCORDANCE WITH ITS TERMS.


<PAGE>



FURTHERMORE, BY INITIALING BELOW, MAKER WAIVES ANY RIGHTS IT MAY
HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY
SUCCESSOR STATUTE, AND EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS
THAT THE HOLDER HAS MADE OR ACQUIRED THE LOAN EVIDENCED HEREBY IN
RELIANCE ON THE AGREEMENTS AND WAIVER OF MAKER AND THAT THE
HOLDER WOULD NOT HAVE MADE OR ACQUIRED THIS LOAN WITHOUT SUCH
AGREEMENTS AND WAIVER OF MAKER.
                                                        ----------
                                                          INITIALS

         7.  Post-Default  Payment of Entire Debt:  Prepayments  Resulting  From
Casualty or  Condemnation.  If following the occurrence of any Event of Default,
Maker shall tender  payment of an amount  sufficient  to satisfy the Debt at any
time prior to a sale of the Mortgaged  Property,  either through  foreclosure or
the exercise of the other remedies  available to Payee under the Mortgage,  such
tender by Maker shall be deemed to be a voluntary  prepayment under this Note in
the amount tendered. If at the time of such tender,  prepayment of the principal
balance of this Note is not  permitted,  Maker shall,  in addition to the entire
Debt,  also pay to Payee a sum equal to the interest which would have accrued on
the principal balance of this Note at the Applicable  Interest Rate in effect on
the date which is five (5) days prior to the date of  prepayment,  from the date
of such tender to the first day of the period  during  which  prepayment  of the
principal  balance  of this Note  would  have been  permitted,  together  with a
prepayment  consideration equal to the prepayment consideration which would have
been  payable as of the first day of the period  during which  prepayment  would
have been permitted. If at the time of such tender,  prepayment of the principal
balance of this Note is permitted,  Maker shall, in addition to the entire Debt,
also pay to Payee the  applicable  prepayment  consideration  specified  in this
Note. If the prepayment results from the application to the Debt of the casualty
or   condemnation   proceeds   from  the  Mortgaged   Property,   no  prepayment
consideration will be imposed.  Partial  prepayments of principal resulting from
the  application of casualty or insurance  proceeds to the Debt shall not change
the amounts of  subsequent  monthly  installments  nor change the dates on which
such installments are due, unless Payee shall otherwise agree in writing.

         8. Usury Savings Provisions.  It is expressly  stipulated and agreed to
be the intent of Maker and Payee at all times to comply  with  applicable  state
law or applicable United States federal law (to the extent that it permits Payee
to contract for, charge,  take,  reserve or receive a greater amount of interest
than under state law) and that this section shall  control every other  covenant
and agreement in this Note and the other Loan  Documents.  If the applicable law
(state or federal) is ever  judicially  interpreted so as to render usurious any
amount called for under this Note or under any of the other Loan  Documents,  or
contracted  for,  charged,  taken,  reserved  or  received  with  respect to the
indebtedness evidenced by this Note and the other Loan Documents,  or if Payee's
exercise  of the option to  accelerate  the  maturity  of this  Note,  or if any
prepayment  by Maker results in Maker having paid any interest in excess of that
permitted by applicable  law, then it is Maker's and Payee's express intent that
all excess amounts  theretofore  collected by Payee be credited on the principal
balance  of this Note (or,  if this  Note has been or would  thereby  be paid in
full,  refunded to Maker within sixty (60) days after such  determination),  and
the provisions of this Note and the other Loan  Documents  immediately be deemed
reformed and the


<PAGE>



amounts thereafter  collectible  hereunder and thereunder  reduced,  without the
necessity  of the  execution  of any new  document,  so as to  comply  with  the
applicable law, but so as to permit the recovery of the fullest amount otherwise
called for hereunder and thereunder. All sums paid or agreed to be paid to Payee
for the use, forbearance and detention of the indebtedness  evidenced hereby and
by the other Loan Documents shall, to the extent permitted by applicable law, be
amortized,  prorated,  allocated  and  spread  throughout  the full term of such
indebtedness  until  payment in full so that the rate or amount of  interest  on
account of such  indebtedness  does not exceed the maximum rate permitted  under
applicable  law from time to time in effect and  applicable to the  indebtedness
evidenced  hereby  for  so  long  as  such  indebtedness   remains  outstanding.
Notwithstanding anything to the contrary contained herein or in any of the other
Loan  Documents,  it is not the intention of Payee to accelerate the maturity of
any interest that has not accrued at the time of such acceleration or to collect
unearned interest at the time of such acceleration.

         9.  Waivers.  Except as  specifically  provided in the Loan  Documents,
Maker and any  endorsers,  sureties or guarantors  hereof  jointly and severally
waive  presentment  and  demand  for  payment,  notice of  intent to  accelerate
maturity, notice of acceleration of maturity,  protest and notice of protest and
non-payment, all applicable exemption rights, valuation and appraisement, notice
of demand,  and all other notices in connection  with the delivery,  acceptance,
performance, default or enforcement of the payment of this Note and the bringing
of suit and  diligence in taking any action to collect any sums owing  hereunder
or in  proceeding  against  any of the rights and  collateral  securing  payment
hereof.  Maker and any surety,  endorser or guarantor  hereof agree (i) that the
time for any payments hereunder may be extended from time to time without notice
and consent, (ii) to the acceptance of further collateral,  (iii) the release of
any  existing  collateral  for the  payment  of this  Note,  (iv) to any and all
renewals,  waivers or modifications that may be granted by Payee with respect to
the payment or other provisions of this Note, and/or (v) that additional makers,
endorsers,  guarantors or sureties may become  parties hereto all without notice
to them and  without  in any  manner  affecting  their  liability  under or with
respect to this Note.  No  extension of time for the payment of this Note or any
installment  hereof shall  affect the  liability of Maker under this Note or any
endorser or guarantor hereof even though the Maker or such endorser or guarantor
is not a party to such agreement.

         10. No Impairment of Remedies.  Failure of Payee to exercise any of the
options  granted herein to Payee upon the happening of one or more of the events
giving  rise to such  options  shall  not  constitute  a waiver  of the right to
exercise the same or any other option at any  subsequent  time in respect to the
same or any other event.  The acceptance by Payee of any payment  hereunder that
is less than  payment in full of all amounts due and payable at the time of such
payment  shall  not  constitute  a waiver of the  right to  exercise  any of the
options  granted  herein  to Payee  at that  time or at any  subsequent  time or
nullify  any prior  exercise of any such  option  without  the  express  written
acknowledgment of the Payee.

         11.    Non-Recourse    Provisions;    Exceptions    to    Non-Recourse.
Notwithstanding  anything in the Loan Documents to the contrary,  but subject to
the qualifications below, Payee and Maker agree that:



<PAGE>



                  (A) Except as  hereinafter  provided  in this  Section  11, no
         judgment in the nature of a deficiency  judgment for the payment of the
         indebtedness  or interest  thereon or the  collection of any amount due
         under the Loan Documents will be enforced personally against Maker, its
         general partner or any of its or their officers, directors,  principals
         or  shareholders  except to the full extent (but only to the extent) of
         the security therefor,  the same being all properties  (whether real or
         personal),  rights,  estates and interests now or at any time hereafter
         securing the payment of the Debt and/or the other  obligations of Maker
         under the Loan Documents (collectively with the Mortgaged Property, the
         "Security Property"),  provided,  however, in the event (i) of fraud or
         material  misrepresentation  by Maker or guarantors in connection  with
         the loan evidenced by this Note, or (ii) the first full monthly payment
         on the Note is not paid when due, the  limitation on recourse set forth
         in this section (A) will be null and void and completely  inapplicable,
         and this Note  shall be with  full  recourse  to Maker and its  general
         partner;

                  (B) if a default  occurs in the timely  and proper  payment of
         all or any part of the Debt, any judicial  proceedings brought by Payee
         against  Maker  and/or  its  general  partner  shall be  limited to the
         preservation,  enforcement  and  foreclosure,  or any  thereof,  of the
         liens,  security  titles,  estates,  assignments,  rights and  security
         interests now or at any time hereafter securing the payment of the Debt
         and/or the other obligations of Maker under the Loan Documents,  and no
         attachment,  execution or other writ of process shall be sought, issued
         or levied upon any assets,  properties or funds of Maker or its general
         partner,   or  its  or  their   officers,   directors,   principals  or
         shareholders other than the Security  Property,  except with respect to
         the liability described below in this section; and

                  (C) in the  event of a  foreclosure  of such  liens,  security
         titles, estates, assignments, rights or security interests securing the
         payment of the Debt, no judgment for any deficiency upon the Debt shall
         be sought or obtained by Payee against Maker or its general partner, or
         its or their officers,  directors,  principals or shareholders,  except
         with  respect to the  liability  described  below in this  section (C);
         provided  that,   notwithstanding  the  foregoing  provisions  of  this
         section,  nothing contained therein shall in any manner or way release,
         affect  or  impair  the right of Payee to  recover  from  Maker and its
         general  partner  any  loss,  cost,  expense,  damage,  claim  or other
         obligation (including without limitation reasonable attorneys' fees and
         court  costs)  incurred  or  suffered  by  Payee  arising  out of or in
         connection with the following:

         (1)      any breach of the Environmental Agreement, including the 
                  indemnification provisions contained therein;

         (2)      Maker's failure to obtain Payee's prior written consent to (a)
                  any  subordinate  financing  or any other  encumbrance  on the
                  Mortgaged  Property,  or (b)  any  transfer  of the  Mortgaged
                  Property or majority  ownership  in Maker in  violation of the
                  Mortgage;

         (3)      any litigation or other legal  proceeding  related to the Debt
                  that delays or impairs Payee's ability to preserve, enforce or
                  foreclose its lien on the Security Property,


<PAGE>



                  including,  but not limited  to, the filing of a voluntary  or
                  involuntary   petition   concerning   Maker   under  the  U.S.
                  Bankruptcy  Code,  in which action a claim,  counterclaim,  or
                  defense is asserted  against Payee,  other than any litigation
                  or other  legal  proceeding  in which a final,  non-appealable
                  judgment  for money  damages or  injunctive  relief is entered
                  against Payee;

         (4)      Maker's  failure  to  pay  required  taxes,  assessments,  and
                  insurance  premiums  payable  with  respect  to the  Mortgaged
                  Property or to maintain the required escrows therefor,  to the
                  extent  that  monies  are not paid by Maker in escrow  for the
                  payment of such amounts,  except for any amounts applicable to
                  the period after  foreclosure of Payee's lien on the Mortgaged
                  Property,  or the delivery by Maker of a deed to the Mortgaged
                  Property in lieu of foreclosure  (which deed has been accepted
                  by Payee in writing), or the appointment of a receiver for the
                  Mortgaged Property;

         (5)      the gross  negligence  or  willful  misconduct  of Maker,  its
                  agents,  affiliates,  officers or  employees  which  causes or
                  results in a  diminution,  or loss of value,  of the  Security
                  Property  that is not  reimbursed  by insurance or which gross
                  negligence  or  willful  misconduct  exposes  Payee to claims,
                  liability or costs of defense in any litigation or other legal
                  proceeding;

         (6)      the seizure or  forfeiture  of the Security  Property,  or any
                  portion thereof,  or Payee's interest therein,  resulting from
                  criminal  wrongdoing  by any person or entity other than Payee
                  under any federal, state or local law;

               (7) (a) any physical  waste of the Mortgaged  Property  caused by
          the intentional or grossly  negligent  act(s) or omission(s) of Maker,
          its agents,  affiliates,  officers and  employees,  (b) the failure by
          Maker  to  maintain,  repair  or  restore  any  part of the  Mortgaged
          Property as may be  required by the  Mortgage or any of the other Loan
          Documents to the extent of all gross revenues that have been generated
          by the  Mortgaged  Property  following the date which is eighteen (18)
          months'  prior to  notice  to Maker  from  Payee  of such  failure  to
          maintain,  repair or restore any part of the  Mortgaged  Property  and
          that have not been applied to pay any portion of the Debt,  reasonable
          and  customary  operating  expenses and capital  expenditures  for the
          Mortgaged  Property paid to third parties not affiliated  (directly or
          indirectly) with Maker, taxes and insurance premiums for the Mortgaged
          Property  and  escrows  deposited  with  Payee,  or (c) the removal or
          disposal of any portion of the  Mortgaged  Property  after an Event of
          Default under the Loan Documents to the extent such Mortgaged Property
          is not  replaced  by Maker with like  property  of  equivalent  value,
          function and design; 
     
      (8) Maker's  misapplication or conversion of any
          insurance  proceeds paid by reason of any loss,  damage or destruction
          to the  Mortgaged  Property  and any  awards or  amounts  received  in
          connection with the  condemnation of all or a portion of the Mortgaged
          Property and not used by Maker for restoration or repair of the


<PAGE>



                  Mortgaged Property;

         (9)      Maker's  failure  to pay in  accordance  with the terms of the
                  Mortgage any charges for labor or  materials or other  charges
                  for work performed or materials furnished prior to foreclosure
                  that  can  create  liens  on  any  portion  of  the  Mortgaged
                  Property,  to the extent of the amount  rightfully  claimed by
                  the lien claimant, or found in any legal proceeding to be owed
                  to the lien claimant, and not so paid;

         (10)     Maker's  failure to deliver any  security  deposits  collected
                  with respect to the  Mortgaged  Property to Payee or any other
                  party  entitled to receive such  security  deposits  under the
                  Loan Documents, following an Event of Default; and

         (11)     any rents  (including  advanced  or  prepaid  rents),  issues,
                  profits,  accounts or other amounts generated by or related to
                  the Mortgaged  Property  attributable to, or accruing after an
                  Event of Default, which amounts were collected by Maker or its
                  property  manager  and not turned over to the Payee or used to
                  pay  unaffiliated  third parties for  reasonable and customary
                  operating expenses and capital  expenditures for the Mortgaged
                  Property, and taxes and insurance premiums with respect to the
                  Mortgaged Property.

          12.  References to Loan Documents.  References to particular
               sections of the Loan Documents shall be deemed references to such
               sections as affected by other  provisions  of the Loan  Documents
               relating thereto.  Nothing contained in this section shall (a) be
               deemed to be a release or  impairment  of the Debt or the lien of
               the Loan Documents upon the Mortgaged  Property,  or (b) preclude
               Payee from  foreclosing  under the Loan  Documents in case of any
               default  or from  enforcing  any of the  other  rights  of Payee,
               including naming Maker as a party defendant in any action or suit
               for  foreclosure  and sale under the  Mortgage,  or obtaining the
               appointment of a receiver,  except as stated in this section,  or
               (c) limit or  impair  in any way  whatsoever  the  Guaranty  (the
               "Guaranty")  of even date  executed and  delivered in  connection
               with the indebtedness evidenced by this Note or release, relieve,
               reduce, waive or impair in any way whatsoever,  any obligation of
               any party to the Guaranty.

         13. No Waiver of Lender's Rights in Bankruptcy. Nothing herein shall be
deemed to be a waiver of any right which Payee may have under  Sections  506(a),
506(b),  1111(b) or any other  provisions of the U.S.  Bankruptcy Code to file a
claim  for the full  amount  of the Debt  secured  by the Loan  Documents  or to
require that all  collateral  shall  continue to secure all of the Debt owing to
Payee in accordance with this Note and the other Loan Documents.

         14.  Maker's  Authority;  Loan for  Business  Purposes.  Maker (and the
undersigned  representative  of Maker,  if any)  represents  that Maker has full
power, authority and legal right to execute, deliver and perform its obligations
pursuant  to this Note and the other Loan  Documents  and that this Note and the
other Loan Documents  constitute legal, valid and binding  obligations of Maker.
Maker further  represents that the loan evidenced by the Loan Documents was made
for business or commercial  purposes and not for  personal,  family or household
use.



<PAGE>



         15. Notices. All notices or other communications  required or permitted
to be given  pursuant  hereto  shall be given in the manner and be  effective as
specified in the Mortgage, directed to the parties at their respective addresses
as provided therein.

         16. Transfer of Loan by Payee.  Payee shall have the unrestricted right
at any time or from  time to time to sell this  Note and the loan  evidenced  by
this Note and the Loan Documents or participation interests therein. Maker shall
execute,  acknowledge and deliver any and all instruments  requested by Payee to
satisfy such purchasers or participants that the unpaid  indebtedness  evidenced
by this Note is  outstanding  upon the terms and provisions set out in this Note
and the other Loan Documents. To the extent, if any specified in such assignment
or participation,  such assignee(s) or participant(s)  shall have the rights and
benefits  with  respect  to this  Note  and the  other  Loan  Documents  as such
assignee(s) or participant(s) would have if they were the Payee hereunder.

         17.  Waiver of Trial by Jury.  MAKER HEREBY AGREES NOT TO ELECT A TRIAL
BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY,  AND WAIVES ANY RIGHT TO TRIAL BY
JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR  HEREAFTER  EXIST WITH
REGARD TO THIS NOTE OR THE OTHER LOAN DOCUMENTS,  OR ANY CLAIM,  COUNTERCLAIM OR
OTHER ACTION ARISING IN CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO THOSE
RELATING TO (A) ALLEGATIONS  THAT A PARTNERSHIP  EXISTS BETWEEN PAYEE AND MAKER;
(B) USURY OR PENALTIES OR DAMAGES  THEREFOR;  (C) ALLEGATIONS OF  UNCONSCIONABLE
ACTS,  DECEPTIVE  TRADE  PRACTICE,  LACK OF GOOD FAITH OR FAIR DEALING,  LACK OF
COMMERCIAL REASONABLENESS, OR SPECIAL RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR
CONFIDENTIAL  RELATIONSHIP);  (D) ALLEGATIONS OF DOMINION,  CONTROL,  ALTER EGO,
INSTRUMENTALITY, FRAUD, REAL ESTATE FRAUD, MISREPRESENTATION,  DURESS, COERCION,
UNDUE  INFLUENCE,  INTERFERENCE  OR  NEGLIGENCE;  (E)  ALLEGATIONS  OF  TORTIOUS
INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST;
OR (F) SLANDER, LIBEL OR DAMAGE TO REPUTATION.  THIS WAIVER OF RIGHT TO TRIAL BY
JURY IS GIVEN  KNOWINGLY AND  VOLUNTARILY  BY MAKER,  PAYEE,  AND IS INTENDED TO
ENCOMPASS  INDIVIDUALLY  EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
TRIAL BY JURY WOULD OTHERWISE ACCRUE.  PAYEE IS HEREBY AUTHORIZED TO FILE A COPY
OF THIS  PARAGRAPH IN ANY  PROCEEDING AS  CONCLUSIVE  EVIDENCE OF THIS WAIVER BY
MAKER.

         18.  Governing  Law.  THIS NOTE SHALL BE GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE IN WHICH THE REAL PROPERTY  ENCUMBERED BY
THE MORTGAGE IS LOCATED  (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND
THE APPLICABLE  LAWS OF THE UNITED STATES OF AMERICA.  MAKER HEREBY  IRREVOCABLY
SUBMITS TO THE  JURISDICTION OF ANY COURT OF COMPETENT  JURISDICTION  LOCATED IN
THE STATE IN WHICH THE MORTGAGED


<PAGE>



PROPERTY IS LOCATED IN CONNECTION WITH ANY PROCEEDING OUT OF OR
RELATING TO THIS NOTE.

         19.  No Oral  Modification.  THE  PROVISIONS  OF THIS NOTE AND THE LOAN
DOCUMENTS MAY BE AMENDED OR REVISED ONLY BY AN  INSTRUMENT IN WRITING  SIGNED BY
THE MAKER AND  PAYEE.  THIS NOTE AND ALL THE OTHER  LOAN  DOCUMENTS  EMBODY  THE
FINAL,  ENTIRE  AGREEMENT  OF MAKER AND PAYEE  AND  SUPERSEDE  ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS,  REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL,  RELATING  TO THE  SUBJECT  MATTER  HEREOF  AND  THEREOF  AND  MAY  NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS  OR  DISCUSSIONS  OF MAKER AND  PAYEE.  THERE ARE NO ORAL  AGREEMENTS
BETWEEN MAKER AND PAYEE.

         20.  Due on  Sale/Due  on  Encumbrance.  Payment  of  the  indebtedness
evidenced by this Note may be accelerated  in the event that Maker  transfers or
encumbers  the  Mortgaged  Property  in  violation  of Section 12 of the Deed of
Trust.

                            (Signature page follows)


<PAGE>



         Executed as of the day and year first above written.

MAKER:

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

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

         By:
                  Name:
                  Title:




<PAGE>



                                LEGAL DESCRIPTION

                        (For informational purposes only)


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