ENVIRONMENTAL LIABILITIES AGREEMENT

                               Loan No. 1700020082
                           Property: Green Valley Mall
                                                         Green Valley, Arizona


                                                  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

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          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  Property  more  particularly  described
     therein,  including  the real  property or interest  therein  described  in
     Exhibit A attached hereto and incorporated herein by this reference.

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

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

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

                                   ARTICLE II

                         WARRANTIES AND REPRESENTATIONS

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

                          Section 2.1       Mortgaged Property Compliance.  The
Mortgaged  Property  and the  operations  conducted  thereon do not  violate any
applicable law, statute, ordinance, rule, regulation, order, or determination of
any governmental authority or any restrictive


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covenant  or  deed  restriction  (recorded  or  otherwise),   including  without
limitation all applicable zoning  ordinances and building codes,  flood disaster
laws and Environmental Laws.

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

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

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

                         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


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determined,  or threatens to determine,  or is investigating any allegation that
there is a presence,  release,  threat of release,  placement on, under, from or
about the Mortgaged Property,  or the use,  manufacture,  handling,  generation,
transportation,  storage, treatment,  discharge,  burial, or disposal on, under,
from or about  the  Mortgaged  Property,  or the  transportation  to or from the
Mortgaged Property, of any Hazardous Substance.

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

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

                         Section 3.1       Operations.  Borrower shall not use,

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

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

                                      Section 3.3       [Intentionally Deleted]

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


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fail to diligently  prosecute to completion,  such Remediation,  Lender may, but
shall not be required to, cause such Remediation to be performed,  and all costs
and expenses thereof, or incurred in connection therewith,  shall become part of
the Debt.

                                   ARTICLE IV

                                 INDEMNIFICATION

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

                                    ARTICLE V

                                  MISCELLANEOUS

                       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


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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.

                            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      Special State Provisions.  CM Plus
waives  and  agrees  not to  assert:  (i)  any  benefit  of,  and any  right  to
participate in, any security now or hereafter held by Lender;  (ii) the benefits
of any  statutory  or  other  provision  limiting  the  liability  of a  surety,
including without limitation,  the provisions of A.R.S. ss.ss.  12-1641, et seq.
and Rule 17(f) of the Arizona Rules of Civil  Procedure;  and (iii) the benefits
of any statutory  provision limiting the right of Lender to recover a deficiency
judgment,  or to otherwise  proceed  against any person or entity  obligated for
payment of the obligations hereunder, after any foreclosure or trustee's sale of
any security for the obligations  hereunder,  including  without  limitation the
benefits  to CM Plus of A.R.S.  ss.  33-814  and ss.  12-1566.  The  obligations
hereunder  shall be deemed to be paid only to the extent  that  Lender  actually
receives immediately  available funds, to the extent of any credit bid by Lender
at any  foreclosure  or  trustee's  sale of any  security  for  the  obligations
hereunder, or to the extent agreed in writing by Lender.




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                            (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)


PARCEL 1:

All of those  portions  of Block 4 of TUCSON  GREEN  VALLEY UNIT NO. 1, Blocks 1
thru 12, according to the plat of record in the office of the County Recorder of
Pima County,  Arizona,  recorded in Book 16, of Maps, Page 76, more particularly
described as follows:

BEGINNING at the Southwest corner of said Block 4;

THENCE South 08 degrees 09 minutes 55 seconds  West on a Southerly  extension of
the West line of said  Block 4, a distance  of 10.0 feet to a point,  said point
being the TRUE POINT OF BEGINNING;

THENCE North 08 degrees 09 minutes 55 seconds East, along said previous line and
the West line of Block 4, a distance of 927.81 feet to a point of curvature;

THENCE Northeasterly around said curve to the right whose radius is 25.0 feet, a
distance  of 35.71 feet to a point of tangency on the South right of way line of
Esperanza Boulevard, said point also being on the Northerly line of Block 4;

THENCE East,  along the North line of said Block 4, a distance of 613.60 feet to
a point;

THENCE South, a distance of 220.0 feet to a point;

THENCE East, a distance of 148.43 feet to a point;

THENCE North 08 degrees 09 minutes 55 seconds  East, a distance of 45.98 feet to
a point;

THENCE South 81 degrees 50 minutes 05 seconds East, a distance of 152.70 feet to
a point;

THENCE North 08 degrees 09 minutes 55 seconds East, a distance of 198.18 feet to
a point on the South right of way line of Esperanza Boulevard.

THENCE  East,  along  the  South  right of way line of  Esperanza  Boulevard,  a
distance of 40.46 feet to a point;

THENCE South 08 degrees 09 minutes 55 seconds West, a distance of 161.57 feet to
a point;

THENCE  South,  81 degrees 50 minutes 55 seconds East, a distance of 192.24 feet
to a point on the Westerly right of way line of Tucson-Nogales Highway;

THENCE South 00 degrees 25 minutes 06 seconds East, along said Westerly right of
way line, a distance of 536.0 feet to a point;

THENCE South 08 degrees 09 minutes 55 seconds West, along said Westerly right of
way line, a distance of 361.36 feet to a point;

THENCE North 81 degrees 50 minutes 05 seconds West, a distance of 30.0 feet to a
point;



<PAGE>



THENCE South 08 degrees 09 minutes 55 seconds West, a distance of 40.0 feet to a
point;

THENCE  North 81 degrees 50 minutes 05 seconds  West, a distance of 1,242.0 feet
to a point, said point being the TRUE POINT OF BEGINNING;

EXCEPT the following described Parcels "A" and "B":

PARCEL "A"

All of that  portion of Lot 5, in Block 4, of TUCSON  GREEN VALLEY UNIT NO. 1, a
subdivision  of  record,  according  to the plat of record in the  office of the
County Recorder of Pima County, Arizona,  recorded in Book 16, of Maps, Page 76,
more particularly described as follows:

BEGINNING at the Southerly point of curvature of Curve No. 2 in said Lot 5;

THENCE South 08 degrees 09 minutes 55 seconds West,  along the East right of way
line of La Canada Drive, a distance of 134.92 feet to a point,  said point being
the TRUE POINT OF BEGINNING;

THENCE East, a distance of 162.78 feet to a point;

THENCE South, a distance of 105.07 feet to a point;

THENCE North 81 degrees 50 minutes 05 seconds West, a distance of 176.05 feet to
a point on the East right of way of La Canada Drive;

THENCE  North 08 degrees 09  minutes  55 seconds  East,  along said right of way
line,  a distance  of 80.89 feet to a point,  said point being the TRUE POINT OF
BEGINNING.

PARCEL "B"

All of that  portion of Lot 5, in Block 4, of TUCSON  GREEN VALLEY UNIT NO. 1, a
subdivision  of  record,  according  to the plat of record in the  office of the
County Recorder of Pima County, Arizona,  recorded in Book 16, of Maps, Page 76,
being more particularly described as follows:

BEGINNING at the Southwest corner of said Lot 5;

THENCE North 08 degrees 09 minutes 55 seconds East,  along the West line of said
Lot 5, a distance of 40.0 feet to the TRUE POINT OF BEGINNING;

THENCE South 81 degrees 50 minutes 05 seconds East, along a line being 40.0 feet
North of and  parallel  with the South line of said Lot 5, a  distance  of 320.0
feet to a point;

THENCE  North 08 degrees 09 minutes 55 seconds  East,  along a line being  320.0
feet  Easterly of and  parallel  with the said West line of Lot 5, a distance of
600.0 feet to a point;

THENCE  North 81 degrees 50 minutes 05 seconds  West,  along a line being  640.0
feet North of and  parallel  with said South line of Lot 5, a distance  of 320.0
feet to a point in the said West line of Lot 5;

THENCE  south 08 degrees 09 minutes  55 seconds  West,  along said West line,  a
distance of 600.0 feet to the TRUE POINT OF BEGINNING.




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Property Address:          Green Valley Mall
                           99-255 Esperanza
                           101 La Canada Road
                           Green Valley, Arizona  85614