RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO:

Andrews & Kurth L.L.P.
601 S. Figueroa Street,
Suite 4200
Los Angeles, California  90017
Attention:  Gregg J. Loubier
Loan No. 1700020088
Property:  Town & Country Shopping Center
                Searcy, Arkansas


                         ASSIGNMENT OF LEASES AND RENTS


         THIS  ASSIGNMENT  OF  LEASES  AND  RENTS  ("Assignment")  is made as of
September  23,  1997,  by CONCORD  MILESTONE  PLUS,  L.P.,  a  Delaware  limited
partnership  ("Assignor"),  to WESTCO REAL ESTATE  FINANCE  CORP.,  a California
corporation ("Assignee").

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

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

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


<PAGE>



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

         THIS ASSIGNMENT is made for the purposes of securing:

         A. The  payment  of the Debt as defined  in that  certain  Note made by
Assignor to Assignee,  dated the date hereof, in the principal sum of $2,865,000
(the "Note"),  and secured by the Mortgage (as defined in the Note) covering the
Mortgaged Property.

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

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

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

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

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

         Assignor  warrants to Assignee  that (a)  Assignor is the sole owner of
the  entire  lessor's  interest  in  the  Leases;  (b)  the  Leases  are  valid,
enforceable and in full force and effect and have not been altered,  modified or
amended in any manner  whatsoever  except as disclosed to Assignee;  (c) neither
the Leases nor the Rents  reserved in the Leases have been assigned or otherwise
pledged or hypothecated; (d) none of the Rents have been collected for more than
one (1) month in advance;  (e) Assignor has full power and  authority to execute
and deliver this  Assignment  and the execution and delivery of this  Assignment
has been duly  authorized  and does not  conflict  with or  constitute a default
under any law,  judicial  order or other  agreement  affecting  Assignor  or the
Mortgaged  Property;  (f) the  premises  demised  under  the  Leases  have  been
completed  and Lessees  under the Leases have  accepted  the same and have taken
possession of the same on a rent-paying basis except as explicitly identified on
the certified rent roll attached to the Closing  Certificate dated  concurrently
herewith  executed by Assignor in favor of Assignee in connection with the Note;
and (g) there  exist no offsets or defenses to the payment of any portion of the
Rents.



<PAGE>



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

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

         Assignor  further  covenants with Assignee that (a) all Leases shall be
written on the standard form of lease which has been  approved by Assignee;  (b)
upon  request,  Assignor  shall furnish  Assignee  with  executed  copies of all
Leases;  (c) no material changes may be made to the  Assignee-approved  standard
lease without the prior written consent of Assignee;  (d) all renewals of Leases
and all proposed  Leases shall  provide for rental rates  comparable to existing
local market rates and shall be arm's-length transactions;  (e) all Leases shall
provide that (i) they are subordinate to the Mortgage and any other indebtedness
now or hereafter secured by the Mortgaged Property, (ii) Lessees agree to attorn
to Assignee  (such  attornment to be effective  upon  Assignee's  acquisition of
title to the  Mortgaged  Property),  (iii) Lessees agree to execute such further
evidences  of  attornment  as Assignee may from time to time  request,  (iv) the
attornment of Lessees shall not be terminated by foreclosure,  (v) Assignee may,
at Assignee's option,  accept or reject such attornment,  and (vi) Lessees agree
to furnish, two times in any calendar year, as Assignee may request, a


<PAGE>



certificate   signed  by  Lessee   confirming   and   containing   such  factual
certifications and  representations  deemed reasonably  appropriate by Assignee;
and (f) all new Leases shall be subject to the prior approval of Assignee.

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

                  (a) Assignee's consent shall not be required for modifications
         of Leases if (i) the Lease to be modified  does not  involve  more than
         5,000  rentable  square  feet  of the  Mortgaged  Property,  (ii)  such
         modifications (together with all prior modifications of such Lease made
         without Assignee's  consent) do not materially decrease the obligations
         of Lessee nor materially increase the obligations of the lessor,  (iii)
         such modification (together with all prior modifications of Leases made
         without  Assignee's  consent) will not  adversely  affect the Mortgaged
         Property,  Assignee,  or Assignor's  ability to fulfill its obligations
         under the Loan Documents (other than to a de minimis extent),  and (iv)
         the Lease as so modified meets all criteria that would be required with
         respect to new Leases as set forth in subpart (c) below.

                  (b) Assignee's  consent shall not be required for  termination
         of a Lease if (i) Lessee  under  such  Lease is in  default  beyond all
         applicable  notice and grace  periods,  (ii) the Lease to be terminated
         does not involve more than 5,000 rentable  square feet of the Mortgaged
         Property,  and (iii) such  termination  will not  adversely  affect the
         Mortgaged  Property,  Assignee,  or  Assignor's  ability to fulfill its
         obligations  under  the  Loan  Documents  (other  than to a de  minimis
         extent).

                  (c) Assignee's  consent shall not be required for execution of
         a new Lease of space at the  Mortgaged  Property if (i) such Lease does
         not  involve  more than 5,000  rentable  square  feet of the  Mortgaged
         Property,  (ii) such Lease  will not  adversely  affect  the  Mortgaged
         Property,  Assignee,  or Assignor's  ability to fulfill its obligations
         under the Loan  Documents,  (iii) such Lease is on the standard form of
         lease  approved  by  Assignee,  (iv)  such  Lease is the  result  of an
         arms-length  transaction  and provides for rental rates  comparable  to
         existing market rates,  (v) such Lease does not contain any terms which
         would materially  affect Assignee's rights under this Assignment or the
         other Loan  Documents,  and (vi) the term of such Lease  (including any
         renewal or extension  term) shall be no less than six (6) months and no
         more than one (1) year.


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

         1.   Present   Assignment.   Assignor   does  hereby   absolutely   and
unconditionally  assign to Assignee  Assignor's right, title and interest in all
current and future  Leases and Rents,  it being  intended by Assignor  that this
assignment  constitute a present,  absolute assignment and not an assignment for
additional  security only. Such assignment to Assignee shall not be construed to
bind  Assignee  to the  performance  of any of  the  covenants,  conditions,  or
provisions  contained in any of the Leases or otherwise to impose any obligation
upon Assignee. Assignor agrees to execute and


<PAGE>



deliver  to  Assignee  such  additional  instruments,   in  form  and  substance
satisfactory to Assignee, as may hereinafter be requested by Assignee to further
evidence and confirm said assignment. Assignee is hereby granted and assigned by
Assignor the right to enter the Mortgaged  Property for the purpose of enforcing
its  interest  in the Leases  and the  Rents,  this  Assignment  constituting  a
present,  absolute  and  unconditional  assignment  of  the  Leases  and  Rents.
Nevertheless,  subject  to the  terms  of this  paragraph,  Assignee  grants  to
Assignor a revocable license to operate and manage the Mortgaged Property and to
collect  the  Rents.  Assignor  shall  hold  the  Rents,  or a  portion  thereof
sufficient  to discharge all current sums due on the Debt for use in the payment
of such sums.  Upon an Event of Default,  the license granted to Assignor herein
shall  automatically  be revoked and Assignee  shall  immediately be entitled to
receive  and apply all Rents,  whether  or not  Assignee  enters  upon and takes
control  of the  Mortgaged  Property.  Assignor  hereby  grants  and  assigns to
Assignee the right,  at its option,  upon the revocation of the license  granted
herein  to  enter  upon  the  Mortgaged  Property  in  person,  by  agent  or by
court-appointed  receiver to collect the Rents.  Any Rents  collected  after the
revocation of the license  herein  granted may be applied  toward payment of the
Debt in such priority and proportion as Assignee, in its discretion,  shall deem
proper.

         2. Remedies of Assignee. Upon or at any time after an Event of Default,
Assignee  may, at its option,  without  waiving  such Event of Default,  without
notice and without  regard to the adequacy of the security for the Debt,  either
in person or by agent, with or without bringing any action or proceeding,  or by
a receiver  appointed by a court, take possession of the Mortgaged  Property and
have, hold,  manage,  lease and operate the Mortgaged Property on such terms and
for such period of time as  Assignee  may deem proper and either with or without
taking possession of the Mortgaged  Property in its own name, demand, sue for or
otherwise  collect and receive  all Rents,  including  those past due and unpaid
with full power to make from time to time all alterations,  renovations, repairs
or replacements  thereto or thereof as may seem proper to Assignee and may apply
the Rents to the  payment  of the  following  in such  order and  proportion  as
Assignee in its sole  discretion  may determine,  any law,  custom or use to the
contrary  notwithstanding:  (a)  all  expenses  of  managing  and  securing  the
Mortgaged Property, including, without being limited thereto, the salaries, fees
and wages of a managing agent and such other employees or agents as Assignee may
deem  necessary or desirable and all expenses of operating and  maintaining  the
Mortgaged  Property,  including,  without  being  limited  thereto,  all  taxes,
charges,  claims,  assessments,  water charges, sewer rents and any other liens,
and premiums for all insurance  which  Assignee may deem necessary or desirable,
and the cost of all alterations,  renovations,  repairs or replacements, and all
expenses incident to taking and retaining  possession of the Mortgaged Property;
and (b) the Debt,  (including all costs and attorneys' fees). In addition to the
rights  which  Assignee  may have  herein,  upon the  occurrence  of an Event of
Default  Assignee,  at its option,  may require Assignor to vacate and surrender
possession  of the  Mortgaged  Property to Assignee or to such  receiver and, in
default  thereof,  Assignor may be evicted by summary  proceedings or otherwise.
Additionally,  upon such  Event of  Default,  Assignee  shall  have the right to
establish  a lock box for the  deposit  of all Rents and  other  receivables  of
Assignor  relating to the  Mortgaged  Property.  Assignor  shall pay any and all
costs and  expenses  for such lock box.  For  purposes  of  Paragraphs  1 and 2,
Assignor grants to Assignee its irrevocable  power of attorney,  coupled with an
interest, to take any and all of the aforementioned actions and any or all other
actions designated by Assignee for the proper management and preservation of the
Mortgaged  Property.  The exercise by Assignee of the option  granted it in this
paragraph and the collection of the Rents and the application thereof as herein


<PAGE>



provided  shall not be  considered a waiver of any Event of Default under any of
the Loan Documents.

         3. No Liability of Assignee.  Assignee shall not be liable for any loss
sustained by Assignor  resulting  from  Assignee's  failure to let the Mortgaged
Property after an Event of Default or from any other act or omission of Assignee
in managing the Mortgaged Property after an Event of Default unless such loss is
caused by the willful  misconduct and bad faith of Assignee.  Assignee shall not
be obligated to perform or discharge any obligation, duty or liability under the
Leases or under or by reason of this Assignment and Assignor  shall,  and hereby
agrees,  to indemnify  Assignee for, and to hold Assignee harmless from, any and
all liability, loss or damage which may or might be incurred under the Leases or
under or by reason of this  Assignment  and from any and all claims and  demands
whatsoever,  including  the defense of any such  claims or demands  which may be
asserted against Assignee by reason of any alleged  obligations and undertakings
on its part to perform or discharge  any of the terms,  covenants or  agreements
contained in the Leases.  Should Assignee incur any such  liability,  the amount
thereof,  including  costs,  expenses and reasonable  attorneys'  fees, shall be
secured hereby and by the Loan Documents and Assignor shall  reimburse  Assignee
therefor  immediately upon demand and upon Assignor's failure to do so, Assignee
may,  at its  option,  exercise  any  and all  remedies  available  to  Assignee
hereunder and under the other Loan Documents.  This Assignment shall not operate
to place any obligation or liability for the control, care, management or repair
of the Mortgaged Property upon Assignee,  nor for the carrying out of any of the
terms and  conditions  of the  Leases;  nor shall it  operate  to make  Assignee
responsible  or  liable  for any  waste  committed  on the  Mortgaged  Property,
including  without  limitation  the presence of any  Hazardous  Substances,  (as
defined in the  Environmental  Agreement,  which is defined in the Note), or for
any  negligence in the  management,  upkeep,  repair or control of the Mortgaged
Property resulting in loss or injury or death to any Lessee, licensee,  employee
or stranger.

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

5.   Rental Offsets.  If Assignor  becomes aware that any Lessee proposes to do,
     or is
<PAGE>



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

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

         7.  Relocations.  In no event  shall  Assignor  exercise  any  right to
relocate any Lessee pursuant to any right set forth in a Lease without the prior
written  consent of Assignee,  except for  relocations  in  connection  with the
making or renewal of Leases  with  respect  to which  Assignee's  consent is not
required under the Approval Conditions above.

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

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

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

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

         12.  Certain  Definitions.  Unless  the  context  clearly  indicates  a
contrary intent or unless otherwise  specifically provided herein, words used in
this Assignment may be used interchangeable


<PAGE>



in singular or plural form and the word "Assignor" shall mean "each Assignor and
any subsequent owner or owners of the Mortgaged  Property or any part thereof or
any  interest  therein,"  the  word  "Assignee"  shall  mean  "Assignee  and any
subsequent  holder of the Note," the word "person"  shall include an individual,
corporation,   partnership,   trust,  unincorporated  association,   government,
governmental  authority,  and any other entity,  the words "Mortgaged  Property"
shall  include any portion of the Mortgaged  Property and any interest  therein;
whenever the context may require,  any  pronouns  used herein shall  include the
corresponding  masculine,  feminine or neuter  forms,  and the singular  form of
nouns and pronouns shall include the plural and vice versa.

         13.  Non-Waiver.   The  failure  of  Assignee  to  insist  upon  strict
performance of any term hereof shall not be deemed to be a waiver of any term of
this  Assignment.  Assignor  shall not be  relieved  of  Assignor's  obligations
hereunder  by reason of (a)  failure of  Assignee  to comply with any request of
Assignor or any other party to take any action to enforce any of the  provisions
hereof  or  of  the  other  Loan  Documents,   (b)  the  release  regardless  of
consideration,  of the whole or any part of the Mortgaged  Property,  or (c) any
agreement or stipulation by Assignee  extending the time of payment or otherwise
modifying  or  supplementing  the terms of this  Assignment  or the  other  Loan
Documents. Assignee may resort for the payment of the Debt to any other security
held by Assignee in such order and manner as Assignee,  in its  discretion,  may
elect.  Assignee may take any action to recover the Debt, or any portion thereof
or to enforce any  covenant  hereof  without  prejudice to the right of Assignee
thereafter to enforce its rights under this  Assignment.  The rights of Assignee
under this Assignment shall be separate,  distinct and cumulative and none shall
be given  effect to the  exclusion  of the others.  No act of Assignee  shall be
construed  as an  election  to  proceed  under any one  provision  herein to the
exclusion of any other provision.

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

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

         16. GOVERNING LAW; JURISDICTION. THIS MORTGAGE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,  PROVIDED THAT
TO THE EXTENT THAT 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;  AND
PROVIDED  FURTHER THAT THE LAWS OF THE STATE IN WHICH THE MORTGAGED  PROPERTY IS
LOCATED SHALL GOVERN AS TO THE CREATION,  PRIORITY AND  ENFORCEMENT OF LIENS AND
SECURITY INTERESTS IN PROPERTY LOCATED IN SUCH STATE.

         ASSIGNOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE


<PAGE>



ADVICE OF COMPETENT  COUNSEL,  SUBMITS TO PERSONAL  JURISDICTION IN THE STATE OF
CALIFORNIA  OVER ANY SUIT,  ACTION OR PROCEEDING  BY ANY PERSON  ARISING FROM OR
RELATING TO THE NOTE,  THE MORTGAGE OR ANY OTHER OF THE LOAN  DOCUMENTS,  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, SUBMITS TO
THE  JURISDICTION  OF SUCH COURTS,  AND TO THE FULLEST EXTENT  PERMITTED BY LAW,
AGREES THAT IT WILL NOT BRING ANY ACTION,  SUIT OR PROCEEDING IN ANY OTHER FORUM
(BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF ASSIGNEE TO BRING ANY ACTION, SUIT
OR  PROCEEDING  IN ANY OTHER  FORUM).  ASSIGNOR  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
ASSIGNOR AT THE ADDRESS  FOR  NOTICES SET FORTH ON PAGE 1 OF 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).

         17.  Successors  and Assigns.  Assignor may not assign its rights under
this  Assignment.  Assignor  hereby  acknowledges  and agrees that  Assignee may
assign this Assignment  without  Assignor's  consent.  Subject to the foregoing,
this  Assignment  shall be binding  upon,  and shall  inure to the  benefit  of,
Assignor and the Assignee and their respective successors and assigns.

         18. Termination of Assignment. Upon payment in full of the Debt and the
delivery and recording of a satisfaction,  release or discharge of Mortgage duly
executed by Assignee, this Assignment shall become and be void and of no effect.

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

                            (Signature page follows)


<PAGE>



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

                                            ASSIGNOR:

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

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


                                     By:
                                              Name:
                                              Title:


<PAGE>



STATE OF ________________                   ss.
                                            ss.    ss.
COUNTY OF ______________                    ss.


         On  ___________________,  before me,  _____________________________,  a
Notary      Public      for      said      state,       personally      appeared
________________________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within  instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her authorized capacity, and that by his/her signature on the instrument the
person or the  entity  upon  behalf  of which the  person  acted,  executed  the
instrument.

         WITNESS my hand and official seal.


                                        -------------------------------------
                                                      Notary Public

                  (SEAL)