TENANT OCCUPANCY ESCROW AND SECURITY AGREEMENT

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

                                               THIS TENANT OCCUPANCY ESCROW AND
SECURITY  AGREEMENT (this  "Agreement") is made as of September 23, 1997, by and
between  CONCORD   MILESTONE  PLUS,   L.P.,  a  Delaware   limited   partnership
("Borrower"),  and WESTCO REAL ESTATE FINANCE  CORP.,  a California  corporation
("Lender"), with respect to the following facts:

                          A.   Lender is making a loan to Borrower evidenced by
a promissory note in the principal amount of $5,400,000  payable to the order of
Lender (the "Note").

                                B.   The Note is secured by a Deed of Trust (the
"Mortgage")  of even  date  therewith  encumbering  property  more  particularly
described therein (the "Mortgaged Property").

                         C.   Lender requires, as a condition to making the loan
evidenced by the Note,  that  Borrower  deposit  funds with Lender until certain
tenant occupancy requirements respecting the Mortgage Property are satisfied.

                              NOW, THEREFORE, in consideration of the foregoing,
the  covenants  and  conditions  contained in this  Agreement and other good and
valuable  consideration,  the receipt and legal  sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:

                           1.   Delivery of Funds.  Borrower has deposited with
Lender as of the date hereof the amount of  $150,000  (the  "Funds").  The Funds
shall be held and released by Lender in accordance with the terms and conditions
of this Agreement.  Lender shall have the sole right to make  withdrawals of the
Funds.  The Funds shall not  constitute a trust fund and may be commingled  with
other  monies held by Lender.  The Funds shall be held in an account in Lender's
name (or such other  account  name  style as Lender  may  elect) at a  financial
institution or other depository selected by Lender (or its servicer) in its sole
discretion (the  "Depository  Institution").  Borrower shall be entitled to, and
shall report under its Federal tax  identification  number, the amount allocated
to Borrower by Lender,  if any, on the Funds.  Lender shall allocate to Borrower
an amount on the Funds equal to an amount determined by applying to the average


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monthly  balance  of the  Funds  the  quoted  interest  rate for the  Depository
Institution's  business money market savings account,  as such rate changes from
time to time (such allocated amount being referred to as "Borrower's Interest").
If such Depository Institution quotes more than one interest rate for a business
money market savings account, then the lowest of such rates will be used. If the
Depository  Institution  does  not have an  established  business  money  market
savings  account (or if an interest  rate for such account  cannot  otherwise be
determined in connection with the deposit of such Funds), a comparable  interest
rate as quoted by Bank of  America NT & SA shall be used.  Borrower's  Interest,
less applicable  administrative  fees (if any), shall be and become part of such
Funds and shall be  disbursed as provided in this  section.  Lender shall not be
responsible  for obtaining a specific  return or yield on such  deposit.  Lender
will cause to be  furnished  to  Borrower  on an annual  basis  such  income tax
reporting forms as are required by applicable  federal law. Lender shall provide
account  statements not less  frequently than quarterly to Borrower with respect
to the funds, including current balance and accruals of interest thereon.

                        2.   Security Interest.   To secure Borrower's repayment
of the Note and  performance of all other  covenants and conditions  required on
the part of Borrower to be observed or  performed  hereunder  and under the Loan
Documents, Borrower hereby pledges to and grants to Lender a continuing security
interest in the Funds.

                          3.   Release of Funds.  Lender shall release the Funds
to Borrower upon the satisfaction of the following conditions:

                             (a) Existing tenant ABCO Realty Corp., an Arizona
corporation  ("ABCO"),  or a new tenant,  shall have entered into a new lease or
lease renewal with Borrower with respect to the premises  currently  occupied by
ABCO,  providing  for a lease  termination  date of July 31,  2004 or later,  on
substantially  the same or better terms as  Borrower's  current  lease with ABCO
(including,  without  limitation,  at a rental  rate equal to or better  than is
provided in the existing lease with ABCO),  and which shall otherwise be in form
and substance reasonably acceptable to Lender.

                                     (b) No Event of Default (as defined in the
Mortgage)  shall then  exist,  nor shall any  condition  exist  which,  with the
passage of time or the giving of notice (or both),  would constitute an Event of
Default.

                           4.   Term; Termination.  Unless otherwise released in
accordance with the terms of this  Agreement,  the Funds shall remain on deposit
with Lender for so long as any sums  remain due and payable to Lender  under the
Loan Documents. Upon the payment in full of all sums payable to Lender under the
Loan Documents,  Lender shall deliver the Funds to Borrower. Upon the occurrence
of an Event of Default, Lender may terminate this Agreement and retain all Funds
then being held  pursuant to this  Agreement  and apply such Funds in such order
and in such amounts as Lender shall elect, in its sole and absolute  discretion,
to payment of the


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indebtedness evidenced by the Note and the Loan Documents.

                                  5.   Remedies Cumulative.  No right or remedy
conferred  upon or reserved  to Lender  under this  Agreement  is intended to be
exclusive of any other right or remedy, and each and every such right and remedy
shall be cumulative and concurrent and may be enforced separately,  successively
or together,  and may be  exercised  from time to time as often as may be deemed
necessary by Lender.

                                                     6.   Miscellaneous.

                             (a) Any capitalized term utilized herein shall have
the  meaning  as  specified  in the  Mortgage,  unless  such  term is  otherwise
specifically defined herein.

                              (b) Except as otherwise expressly provided herein,
in any  instance  where the  consent or approval of Lender is required or may be
given or where any  determination,  judgment  or  decision  is to be rendered by
Lender  under  this  Agreement,  such  approval  and  consent  shall be given or
withheld in Lender's sole and absolute discretion.

                                     (c) All notices hereunder shall be given in
accordance with the provisions of the Mortgage.

                               (d) This Agreement shall be binding upon Borrower
and its heirs,  devisees,  representatives,  successors  and assigns,  including
successors  in interest  of Borrower in and to all or any part of the  Mortgaged
Property,  and shall  inure to the benefit of and may be enforced by and binding
upon Lender and its heirs,  successors,  legal representatives,  substitutes and
assigns.  Borrower shall not assign any of its rights or obligations  under this
Agreement.

                                   (e) This Agreement is intended solely for the
benefit  of  Lender  and  Lender,  and no third  party  shall  have any right or
interest in this Agreement,  nor any right to enforce this Agreement against any
party hereto.

                               (f) This Agreement may not be modified, amended,
waived,  extended,  changed,  discharged or  terminated  orally or by any act or
failure to act on the part of Borrower  and 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.

                                  (g) This Agreement contains the complete and
entire understanding of the parties with respect to the subject matter thereof.
  If any provisions of this Agreement shall conflict with any provisions of the
 other Loan Documents regarding the Funds


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                                                       -75-

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the provisions contained in this Agreement shall control.

                          (h) The invalidity, illegality, or unenforceability
of any provision of this Agreement  pursuant to judicial decree shall not affect
the  validity,  legality  or  enforceability  of any  other  provisions  of this
Agreement  which can be effected  with such  invalid,  illegal or  unenforceable
provision, all of which shall remain in full force and effect.

                                           (i) THIS AGREEMENT SHALL BE GOVERNED
BY AND  CONSTRUED  ACCORDING  TO THE LAWS,  FROM TIME TO TIME IN EFFECT,  OF THE
STATE OF ARIZONA AND THE LAWS OF THE UNITED STATES OF AMERICA.

                                    IN WITNESS WHEREOF, Borrower and Lender have
executed this Agreement as of the date first above written.

                                                                      BORROWER:

                                                   CONCORD MILESTONE PLUS, L.P.,
                                                  a Delaware limited partnership
                                                    By:  CM PLUS CORPORATION,
                                                         a Delaware corporation,
                                                            Its General Partner



                                                            By:
                                                                  Name:
                                                                  Title:


                                     LENDER:

                                              WESTCO REAL ESTATE FINANCE CORP.,
                                                     a California corporation

                                                     By:
                                                          Name:
                                                          Title:


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