PROMISSORY NOTE


$6,225,000.00             Dallas, Texas       Effective as of September 28, 1998


         FOR  VALUE  RECEIVED,  ROCK  CREEK  FUND  XI,  LTD.,  a  Texas  limited
partnership ("Maker"), hereby promises to pay to the order of NATIONSBANK, N.A.,
a national banking association  ("Lender"),  at its banking house in the City of
Dallas,  Dallas  County,  Texas,  the  principal  sum of SIX MILLION TWO HUNDRED
TWENTY-FIVE THOUSAND AND NO/100 DOLLARS  ($6,225,000.00) (the "Maximum Principal
Amount") (or the unpaid balance of all principal  advanced against this Note, if
that amount is less),  together with interest on the unpaid principal balance of
this Note from day to day outstanding, as hereinafter provided.

         1.       Definitions. When used in this Note, the following terms shall
have the following meanings:

                  (a) "Adjusted  LIBOR Rate" means a rate per annum equal to the
         quotient   (rounded   upwards,   if  necessary,   to  the  next  higher
         one/one-hundredth [1/100] of one percent [1%]) obtained by dividing (i)
         the applicable  "Euro-Dollar  Rate" (as such term is hereafter defined)
         by (ii) 1.00 minus the "Euro-Dollar  Reserve  Percentage" (as such term
         is hereafter  defined) and increased by the amount of any  impositions,
         assessments  or other reserves  (collectively,  the  "Assessments")  to
         which Lender or any participant (a "Participant") in the Loan may be or
         become  subject,  including,  but not  limited  to, the cost of Federal
         Deposit Insurance Corporation  insurance or other insurance,  and other
         fees,  assessments  and  surcharges  allocable to Lender's  sale of the
         certificate(s)  of deposit that  establish  the  Euro-Dollar  Rate with
         respect to a particular  Matching  Funds  Election;  provided  that the
         Adjusted LIBOR Rate shall  automatically  be adjusted from time to time
         during  the  term of a  Matching  Funds  Election  to  account  for any
         fluctuations in the Euro-Dollar  Reserve Percentage and the other costs
         to Lender of such Assessments.

                  (b)      "Election" means a Matching Funds Election.

                  (c)      "Euro-Dollar  Business  Days"   means  any   domestic
         business  day  on   which  commercial  banks are open for international
         business (including dealings in U.S. dollar deposits) in London.

                  (d) "Euro-Dollar  Reserve Percentage" means for any day during
         the term of this Note, that percentage (expressed as a decimal) that is
         in  effect  on such  day,  as the same is  prescribed  by the  Board of
         Governors  of  the  Federal  Reserve  System  (or  its  successor)  for
         determining  the  maximum   reserve   requirement  for  Lender  or  any
         Participant in respect of "Euro-currency liabilities" (or in respect of
         any other category of liabilities which includes deposits, by reference
         to  which  the  interest  rate on a  borrowing  is  determined,  or any
         category of extensions of credit or other assets which  includes  loans
         by a non-United States office of any bank to United States residents).

                  (e)  "Formula   Rate"  means  the  per  annum  interest  rate,
         calculated for the  applicable  day, equal to the "Prime Rate" (as such
         term is hereafter defined) for that day, computed for the actual number
         of calendar  days elapsed  during  which the  principal of this Note is
         outstanding  but as if each year consisted of 360 days,  subject to the
         controlling terms of Section 2(d) hereinbelow.
<PAGE>
                  (f)  "Euro-Dollar  Rate"  means  the rate per  annum  (rounded
         upwards,  if  necessary,  to the  nearest  1/100  of 1%)  appearing  on
         Telerate  Page 3750 (or any  successor  page) as the  London  interbank
         offered rate for deposits in U.S. dollars at  approximately  11:00 a.m.
         (London  time) two Business Days prior to the first day of any interest
         period for a term comparable to such interest period. If for any reason
         such rate is not available,  the term "Eurodollar  Rate" shall mean the
         rate per annum (rounded upwards, if necessary,  to the nearest 1/100 of
         1%)  appearing  on Reuters  Screen  LIBO Page as the  London  interbank
         offered rate for deposits in U.S. dollars at  approximately  11:00 a.m.
         (London  time) two Business  Days prior to the first day of an interest
         period  for a  term  comparable  to  such  interest  period;  provided,
         however,  if more than one rate is  specified  on Reuters  Screen  LIBO
         Page,  the  applicable  rate shall be the  arithmetic  mean of all such
         rates.

                  (g) "Matching  Funds  Election"  means an election by Maker to
         cause  the  principal  balance  of the  Loan  to be  segregated  into a
         separate account and to bear interest at the applicable "Matching Funds
         Rate"  rather  than the  "Stated  Rate" (as such  terms  are  hereafter
         defined) for the term of the Election.

                  (h)      "Matching Funds Principal" means the then-outstanding
         principal balance of the Loan at the time of an effective Election.

                  (i)   "Matching   Funds   Rate"   means  a  rate  one  hundred
         seventy-five (175) basis points (the "LIBOR Rate Adjustment") per annum
         in excess of the Adjusted LIBOR Rate as it exists from time to time.

                  (j) "Maturity Date" means the first to occur of (i) October 1,
         2001; (ii) the date on which the entity  comprising the Maker ceases to
         exist; or (iii) the date on which Maker makes a Disposition [as defined
         in the  Mortgage  (hereinafter  defined)]  of all or any portion of the
         Property (hereinafter defined), other than a Permitted Disposition.

                  (k)      "Maximum  Lawful  Rate"    shall   have  the  meaning
         ascribed  to such term in  Section 13 hereof.

                  (l) "Outstanding  Principal  Balance" means the portion of the
         Maximum Principal Amount then advanced and outstanding and payable from
         Maker to Lender in accordance with this Note. The Outstanding Principal
         Balance  shall  be  reduced  by any  Principal  Reduction  Payment  and
         interest  earned  on the  Principal  Reduction  Account,  as  described
         hereinbelow.

                  (m) "Past Due Rate" means,  on any day, a rate per annum equal
         to the lesser of (a) the Maximum  Lawful  Rate,  or (b) the Stated Rate
         plus four  percent  (4%) per annum  computed  for the actual  number of
         calendar  days  elapsed   during  which  such  a  past  due  amount  is
         outstanding.

                  (n) "Prime  Rate" means that  variable  rate of  interest  per
         annum  established  and announced by Lender at its principal  office in
         Dallas,  Texas from time to time as its "prime  rate." Such rate is set
         by Lender as a general reference rate of interest,  taking into account
         such factors as Lender may deem  appropriate,  it being understood that
         it is not necessarily  the lowest or best rate actually  charged to any
         customer or a favored rate and that Lender may make various business or
         other loans at rates of interest having no relationship to that rate.
<PAGE>
                  (o) "Stated Rate" means, on any day, a rate per annum equal to
         and  calculated  on the basis of the  Formula  Rate.  If on any day the
         Stated Rate shall exceed the maximum  permitted by  application  of the
         Maximum  Lawful  Rate in effect on that day,  the Stated  Rate shall be
         fixed at the maximum  permitted by  application  of the Maximum  Lawful
         Rate on that day and on each day  thereafter  until the total amount of
         interest accrued at the fixed Stated Rate on the unpaid balance of this
         Note equals the total  amount of interest  which would have  accrued if
         there were no limitation by the Maximum Lawful Rate and the Stated Rate
         had not been so fixed.

         2        Interest. As hereinafter  provided, the  principal  balance of
this Note may be segregated into separate accounts and shall  bear  interest  as
follows:

                  (a) At any time when the principal  balance of this Note as is
         not subject to an effective Election, such balance shall constitute one
         account (the "Stated Rate Account") and shall bear interest prior to an
         Event of Default or maturity  at a varying  rate per annum equal to the
         lesser of (i) the Maximum Lawful Rate, or (ii) the Stated Rate.

                  (b) The principal  balance of this Note which may from time to
         time be subject to an effective  Election  shall  constitute a separate
         account (the "Matching Funds Account") and shall bear interest prior to
         an Event of Default or maturity at a rate per annum equal to the lesser
         of (i) the  Maximum  Lawful  Rate,  or (ii)  the  Matching  Funds  Rate
         applicable to such Election.

                  (c)  Any  principal  of,  and  to  the  extent   permitted  by
         applicable  law any  interest  on, this Note which is not paid when due
         shall bear  interest at a varying  rate per annum equal to the Past Due
         Rate from the date due and payable until paid.

                  (d) Subject  always to limitation by the Maximum  Lawful Rate,
         interest on this Note shall be  calculated  on the basis of the 360-day
         method,  which  computes a daily amount of interest for a  hypothetical
         year of 360 days,  then  multiplies such amount by the actual number of
         days elapsed in an interest calculation period.

                  (e) Without notice to Maker or anyone else, the Prime Rate and
         the Maximum Lawful Rate shall each  automatically  fluctuate upward and
         downward as and in the amount by which the Lender's prime rate and such
         maximum  nonusurious  rate of interest  permitted  by  applicable  law,
         respectively,  fluctuate,  subject  always to  limitation of the Stated
         Rate and the Past Due Rate by the Maximum Lawful Rate.

         3        Payment of Principal and Interest.

                  (a) The entire principal  balance of this Note then unpaid and
         all interest then outstanding  shall be due and payable on the Maturity
         Date or upon any earlier termination of this Note.








<PAGE>
                  (b) Accrued but unpaid  interest  shall be due and payable (i)
         in monthly installments  beginning on November 1, 1998, (ii) continuing
         on the first (1st) day of each  consecutive  calendar month  thereafter
         before  maturity,  and (iii) at the final maturity of this Note.  Maker
         agrees and acknowledges that Lender has no obligation to give notice to
         Maker of the amount of interest  which is due and  payable  each month.
         Maker further agrees and acknowledges that Maker is solely  responsible
         for, and shall not be relieved of, its  obligation to pay such interest
         on  the  first  day  of  each  month  until   maturity  of  this  Note,
         notwithstanding  the fact that  notice of such amount may not have been
         sent by Lender and/or received by Maker even if Lender  regularly gives
         such notice.

                  (c) Whenever any payment shall be due under this Note on a day
         which is not a "Business Day" (as such term is hereafter defined),  the
         date on  which  such  payment  is due  shall  be  extended  to the next
         succeeding  Business  Day.  "Business  Day"  means a day  other  than a
         Saturday,  Sunday or other day on which national banks in Dallas, Texas
         are authorized or required to be closed.

                  (d) All principal,  interest and other sums payable under this
         Note shall be paid,  not later than 2:00  o'clock p.m.  (Dallas,  Texas
         time) on the day when due, in immediately available funds and in lawful
         money of the  United  States of  America.  Funds  received  after  2:00
         o'clock p.m. (Dallas,  Texas time) shall be treated for all purposes as
         having been  received by Lender on the Business Day next  following the
         date of receipt of such funds. Any payment under this Note or under any
         other "Loan Document" (as such term is hereafter defined) other than in
         the  required  amount  in good,  unrestricted  U.S.  funds  immediately
         available to the holder hereof shall not,  regardless of any receipt or
         credit issued therefor, constitute payment until the required amount is
         actually  received by the holder hereof in such funds and shall be made
         and accepted  subject to the  condition  that any check or draft may be
         handled  for  collection  in  accordance   with  the  practice  of  the
         collecting bank or banks.

                  (e) Except to the extent specific  provisions are set forth in
         this Note or another  Loan  Document  with  respect to  application  of
         payments,  all payments received by the holder hereof shall be applied,
         to the extent thereof, to the "secured indebtedness" (as defined in the
         Mortgage)  in the order and manner  which the holder  hereof shall deem
         appropriate,    any   instructions   from   Maker   to   the   contrary
         notwithstanding.  All payments  made as scheduled on this Note shall be
         applied,  to the extent  thereof,  first to accrued but unpaid interest
         and the balance to unpaid principal. All prepayments on this Note shall
         be applied, to the extent thereof, first to accrued but unpaid interest
         which is then past due under the terms of this Note and the  balance to
         the remaining  principal  installments.  Nothing  herein shall limit or
         impair any rights of the holder hereof to apply as provided in the Loan
         Documents any past due payments,  any proceeds from the  disposition of
         any collateral by foreclosure  or other  collections  after an Event of
         Default. Except to the extent specific provisions are set forth in this
         Note or another Loan Document with respect to  application of payments,
         all payments  received by the holder  hereof  shall be applied,  to the
         extent  thereof,  to the  indebtedness  secured by the Mortgage in such
         order and  manner as the holder  hereof  shall  deem  appropriate,  any
         instructions from Maker or anyone else to the contrary notwithstanding.


<PAGE>
         4        Prepayment.  Maker may at any time pay the full  amount or any
part of this Note without payment of any premium or fee; provided, however, that
if  Maker  prepays  any  portion  of the  Matching  Funds  Account  prior to the
expiration  of the  term  of the  Matching  Funds  Election  applicable  to such
portion,  Maker shall pay Lender the prepayment charges hereinafter described in
Section 7 hereof.  All prepayments  shall be applied first to accrued  interest,
the balance to principal. Such prepayment charges are not a penalty but, rather,
are agreed to by Maker and Lender as representing  reasonable  charges for costs
incurred by Lender.

         5        Mortgage. This  Note has been issued in connection with and is
secured by, among other things, a certain Deed of Trust, Assignment of Rents and
Leases,  Security Agreement and Fixture Filing of even date herewith executed by
Maker for the benefit of Lender,  covering and affecting  certain  property (the
"Property") located in Portland, Oregon, more fully described therein (which, as
it may have been or may be amended, restated, modified or supplemented from time
to time,  herein called the  "Mortgage").  Lender is entitled to the benefits of
and security provided for in the Mortgage. This Note, the Mortgage, any guaranty
executed  in  connection  therewith  and any  other  document  now or  hereafter
evidencing,  securing,  guaranteeing  or  executed in  connection  with the loan
currently  evidenced  by this Note are, as the same have been or may be amended,
restated,  modified or supplemented  from time to time,  herein sometimes called
individually  a "Loan  Document" and together the "Loan  Documents."  Terms used
herein with initial  capital  letters and not defined  herein,  if any, have the
meanings  given them in the  Mortgage.  Any notice  required  or which any party
desires to give under this Note shall be given and  effective as provided in the
Mortgage.

         6        Matching Funds Election.

                  (a) From time to time during the term of the Loan,  so long as
         no Event of Default has occurred and is continuing,  Maker may elect to
         cause  the  then-outstanding  principal  amount  of the  Loan  to  bear
         interest  at the  Matching  Funds Rate  rather  than the  Stated  Rate;
         provided,  however,  that (i) Maker may not exercise an Election at any
         time when the Matching Funds Rate would exceed the Maximum Lawful Rate,
         (ii) no more than one Election  may be in force at any time,  and (iii)
         such  Election  must  include the entire  outstanding  principal of the
         Loan.  Upon the  effective  date of the  Election,  the Loan shall bear
         interest  prior to an Event of Default or maturity  from the  effective
         date of the  Election  to the end of the  term of the  Election  at the
         Matching  Funds Rate  applicable on the effective date of the Election;
         provided  that the Matching  Funds Rate shall be adjusted  from time to
         time  during  the  term  of  the  Election  in   accordance   with  any
         fluctuations  in the Adjusted LIBOR Rate caused solely by  fluctuations
         in the Euro-Dollar Reserve Percentage and the Assessments referenced in
         Section l(a)(ii) hereinabove.

                  (b) Maker shall inform Lender when Maker wishes to exercise an
         Election,  and  Lender  shall  advise  Maker as to the then  applicable
         Matching  Funds  Rates and the  available  periods  for which Maker may
         exercise the  Election.  To exercise the  Election,  Maker shall advise
         Lender by 1:00 p.m. (Dallas,  Texas time) at least three (3) days prior
         to the  desired  effective  date of the  Election  of (i)  the  desired
         effective  date  of the  election  and  (ii)  the  desired  term of the
         Election,  which term shall be a 30, 60, 90 day period,  provided  that
         the term of an Election for the  Adjusted  LIBOR Rate must not end on a
         day other than a Euro-Dollar Business Day, and no Election may end on a

<PAGE>
         day that is later  than the  stated  maturity  date of this  Note.  The
         Election shall become  effective  three (3)  Euro-Dollar  Business Days
         following the date of Maker's  advising Lender of the particular  terms
         of the Election. On or before the effective date of the Election, Maker
         shall execute and deliver to Lender a written  confirmation  of (i) the
         amount of the Matching Funds  Principal,  (ii) the term of the Election
         and (iii) the initial Matching Funds Rate applicable to the Election.


                  (c) Maker may not extend an Election  beyond the original term
         thereof at the Matching Funds Rate applicable during the original term.
         However,  at the end of the  term of an  Election,  Maker  may  make an
         additional  Election  to cause the  Matching  Funds  Principal  to bear
         interest  at the  Matching  Funds  Rate  applicable  on the  day of the
         expiration of the prior Election for the term of the new Election by so
         advising  Lender  three  (3)  Euro-Dollar   Business  Days  before  the
         expiration  of the  prior  Election,  and  giving  to  Lender a written
         confirmation  by the  effective  date of the new Election in the manner
         specified above  accompanied by the payment of an additional fee if any
         is required by this Note.  Otherwise,  upon the expiration of the prior
         Election,  the Matching Funds Principal shall bear interest prior to an
         Event of Default or maturity at the Stated Rate.

                  (d)  Notwithstanding  any other provision of this Note, if (i)
         any  change  in   applicable   law,   rule  or  regulation  or  in  the
         interpretation  or  administration  thereof  shall make it unlawful for
         Lender to issue  certificates of deposit or impair or restrict Lender's
         ability to do so for terms and at rates which permit  Lender to respond
         to an Election by obtaining  funds at the Adjusted  LIBOR Rate, or (ii)
         Lender reasonably determines that by reason of circumstances  affecting
         the  Interbank   euro-dollar  market  generally,   either  adequate  or
         reasonable  means do not exist for ascertaining the Adjusted LIBOR Rate
         for any  period,  or  (iii)  Lender  reasonably  determines  that it is
         impracticable  for  Lender  to  obtain  funds  against  which  to match
         Matching Funds  Principal in connection with an Election (by purchasing
         U.S. Dollars in the Interbank euro-dollar market);  then, in any of the
         foregoing instances,  Maker's right to make any further Elections or to
         continue  any  Elections  then in  force  shall  be  suspended  for the
         duration of such illegality or impairment or restriction.

         7        Prepayment of Matching Funds Principal. If Maker  prepays  the
Matching  Funds  Principal  prior to the  expiration of the term of the Matching
Funds Election applicable thereto, Maker shall pay Lender a prepayment fee in an
amount calculated as follows:

                             D  x  (A-B)  x    C
                                             -----
                                              360

         A = the 360-day  interest yield (as of the beginning of the term of the
applicable  Matching  Funds  Election  and  expressed  as a  decimal)  on a U.S.
Government  Treasury bill,  note or bond (a "Treasury  Obligation")  selected by
Lender in Lender's reasonable  discretion and having, as of the beginning of the
term  of  the  applicable   Election,   a  remaining  term  until  its  maturity
approximately equal to the term of the Election.




<PAGE>
         B = the 360-day  interest  yield (as of the  Business  Day  immediately
preceding  the  prepayment  date  and  expressed  as a  decimal)  on a  Treasury
Obligation selected by Lender in Lender's  reasonable  discretion and having, as
of the Business Day preceding the prepayment date, a term approximately equal to
the unexpired term of the term of the applicable Matching Funds Election.

         C = the number of calendar days from the date of prepayment to the date
on which the  applicable  Matching Funds Election would have expired but for the
prepayment.

         D = the amount of the Matching Funds Principal that is being prepaid.

The amount so determined shall then be discounted to its present value as of the
date of prepayment; the interest rate used to compute such discount shall be the
rate used in item B in the above formula. In no event shall the result of A-B be
less than 0.00.

         The  Treasury  Obligation  selected by Lender shall be from among those
included in the over the counter quotations  supplied to The Wall Street Journal
by the Federal Reserve Bank of New York City based on transactions of $1,000,000
or more.

         It is expressly  understood that all provisions of this Note, including
but not  limited to the  provisions  regarding  the  charging  of  interest at a
Matching  Funds Rate for the term of an Election,  are subject to the provisions
hereof  limiting the amount of interest  contracted  for,  charged,  received or
collected hereunder to the maximum amount permitted under applicable law.

         8        Loan  Limitation.  Notwithstanding  anything in this Agreement
to the contrary, the amount of the Loan, at the time of the initial disbursement
of the  proceeds of the Loan,  shall not exceed an amount equal to the lesser of
the  following:  (i) the amount equal to sixty  percent (60%) of the fair market
value of the  Mortgaged  Property,  as reflected in an appraisal  acceptable  to
Lender; or (ii) the amount which would allow a Debt Coverage Ratio  (hereinafter
defined) of not less than 1.40 to 1.00, as  calculated  in  accordance  with the
other terms and provisions therefor as herein required.  In calculating the debt
service coverage ratio specified above, the calculation shall be based on annual
(or, if applicable,  annualized) Net Operating Income (hereinafter  defined) and
applicable  debt service for the  corresponding  annual (or  annualized)  period
(being  all  principal  and  interest  payments  required  or  anticipated,   if
annualized,  pursuant to the Note).  As used herein,  the following  terms shall
have the following meanings:

                  (a)  "Operating  Expenses"  for each  such  applicable  annual
         period  shall mean all  reasonable  expenses in an amount  equal to the
         greater of (i) that amount  equal to the product of the number of units
         contained on the Mortgaged  Property  multiplied by $3,500.00 per unit,
         or (ii) those amounts actually  incurred and paid by Owner with respect
         to the ownership,  operation,  management, leasing and occupancy of the
         Mortgaged  Property  determined  on a cash basis,  except as  otherwise
         specified  herein,  including,  but not  limited to, any and all of the
         following (but without duplication of any item):







<PAGE>
                           (i) ad valorem  taxes  calculated on an accrual basis
                  (and not on the cash  basis) of  accounting  for the  calendar
                  period;  such accrual accounting for ad valorem taxes shall be
                  based upon taxes  actually  assessed for the current  calendar
                  year, or if such  assessment for the current year has not been
                  made,  then until such  assessment has been made (and with any
                  retroactive  adjustments  for  prior  calendar  months  as may
                  ultimately  be needed  when the  actual  assessments  has been
                  made),  ad  valorem  taxes for the  calendar  period  shall be
                  estimated to be an amount equal to one hundred  percent (100%)
                  of the  assessment  for  the  immediately  preceding  calendar
                  period;

                           (ii)     foreign,  U.S., state and local  sales,  use
                  or other taxes  (except for taxes measured by net income);

                           (iii)    special  assessments   or  similar   charges
                  against the Mortgaged Property;

                           (iv)     costs of  utilities,  air  conditioning  and
                  heating  for  the Mortgaged Property to the extent not paid by
                  lessees or tenants;

                           (v)  maintenance  and repair costs for the  Mortgaged
                  Property,   including   the   replenishment   of  any  reserve
                  account(s)  required by Lender  pursuant to the Loan Documents
                  and assuming,  at a minimum,  an annual capital expenditure of
                  $300 per unit;

                           (vi) the greater of actual  management fees under any
                  management  agreement  for the  Property or an assumed  annual
                  management fee of four percent (4%) of the annual Gross Income
                  of the Property;

                           (vii)  all  salaries,  wages and  other  benefits  to
                  "on-site"   employees  of  Owner  or  its   property   manager
                  (excluding all salaries,  wages and other benefits of officers
                  and supervisory personnel, and other general overhead expenses
                  of Owner and its property manager) employed in connection with
                  the  leasing,  maintenance  and  management  of the  Mortgaged
                  Property;

                           (viii)  insurance  premiums  calculated on an accrual
                  basis  (and  not on the  cash  basis)  of  accounting  for the
                  calendar  period;   such  accrual   accounting  for  insurance
                  premiums  shall be based upon the  insurance  premiums for the
                  Mortgaged Property which was last billed to Owner, adjusted to
                  an  annualized  premium if  necessary,  and  multiplied by one
                  hundred percent (100%);

                           (ix)   costs,    including    leasing    commissions,
                  advertising  and promotion  costs,  to obtain new leases or to
                  extend  or  renew  existing  leases,  and  the  costs  of work
                  performed and materials  provided to ready tenant space in the
                  Property for new or renewal occupancy under leases;




<PAGE>
                           (x) outside  accounting  and audit fees and costs and
                  administrative  expenses in each case  reasonably  incurred by
                  Owner in connection  with the direct  operation and management
                  of the Mortgaged Property;

                           (xi) any payments,  and any related interest thereon,
                  to lessees or tenants of the  Mortgaged  Property with respect
                  to security  deposits or other deposits required to be paid to
                  tenants but only to the extent any such security  deposits and
                  related  interest  thereon  have been  previously  included in
                  Gross Income; and

                           (xii)  to  the  extent  not  included  in  any  other
                  Operating  Expense  category,  the sums actually paid by Owner
                  into any tax accounts or other reserve account(s) for the time
                  period in question and approved by Lender.

Notwithstanding  anything to the contrary as being included in the definition of
Operating  Expenses,  there  shall  be  excluded  from  Operating  Expenses  the
following:  (i) depreciation and any other non-cash  deduction  allowed to Owner
for income tax purposes;  (ii) any  compensation or fees paid to leasing agents,
brokers or other  third  parties or  affiliates  of Owner which are in excess of
reasonable  and  necessary  compensation  or fees  which  would  be  payable  to
unrelated third parties in arms' length transactions for similar services in the
area in which the Mortgaged Property is located;  (iii) all salaries,  wages and
other benefits to "off-site" employees and all other general "off-site" overhead
expenses of Owner,  its property  manager or other  professional  manager of the
Mortgaged  Property;  (iv) any and all  payments of ad valorem  taxes for either
real or personal  property  (except for the accrual amount  allowed  pursuant to
subpart (i) above);  (v) any and all payments of insurance  premiums (except for
the accrual amount allowed  pursuant to subpart (viii) above);  (vi) the initial
funding of the reserve account and any subsequent replenishment thereof up to or
exceeding the amount required pursuant to the Loan Documents;  (vii) any and all
principal,  interest or other costs paid under or with respect to the Loan,  and
the  subordinate  loans or with respect to any other  financings with respect to
the Mortgaged  Property,  whether  unsecured or secured by all or any portion of
the Mortgaged Property;  and (viii) capital improvements (only to the extent not
paid from any reserve account).

                  (b) "Gross  Income"  for each such  applicable  annual  period
         shall   mean   rentals,   revenues   and  other   recurring   forms  of
         consideration, received by, or paid to or for the account of or for the
         benefit of, Owner  resulting  from or  attributable  to the  operation,
         leasing and  occupancy of the Mortgaged  Property  determined on a cash
         basis  (except  as  specified  herein)  and using for all  calculations
         hereunder the greater of (i) actual  vacancy of the Mortgaged  Property
         at the  time of such  calculation  or (ii) a  vacancy  factor  of seven
         percent (7%), including, but not limited to, the following:

                           (i)      rents  by   any  lessees or  tenants of  the
                   Mortgaged Property;

                           (ii)     proceeds  received by or for the benefit  of
                  Owner   in   connection   with   any  rental loss  or business
                  interruption insurance with respect to the Mortgaged Property;

                           (iii)    any other fees or rents  collected  by,  for
                  or  on   behalf  of  Owner with  respect to  the   leasing and
                  operating the Mortgaged Property; and
<PAGE>
                           (iv)  interest,  if any,  earned by Owner on security
                  and other type  deposits of and advance  rentals  paid by, any
                  lessees or tenants of the Mortgaged Property.

Notwithstanding  anything  included within the above definition of Gross Income,
there shall be excluded  from Gross  Income the  following:  (i) any security or
other  deposits  of lessees  and  tenants  (even when  applied to sums due under
leases);  (ii) rents and  receipts  received by or for the benefit of Owner with
respect to  services  provided  by Owner to lessees  relating  to the  Mortgaged
Property; (iii) the proceeds of any financing or refinancing with respect to all
or any part of the  Mortgaged  Property  which has been  previously  approved in
writing by Lender;  (iv) the proceeds of any sale or other  capital  transaction
(excluding  leases for  occupancy  purposes  only) of all or any  portion of the
Mortgaged Property; (v) any insurance or condemnation proceeds paid with respect
to the Mortgaged Property to the extent such proceeds are available and are used
to restore or rebuild the  Mortgaged  Property as may be permitted in accordance
with the terms of the Mortgage,  except for rental loss or business interruption
insurance;  (vi) any insurance and condemnation proceeds applied in reduction of
the  principal of the Note in accordance  with the terms of the Loan  Documents;
and (vii) any Collateral Account Payment  (hereinafter  defined) on deposit with
Lender in the  Collateral  Account  (hereinafter  defined);  provided,  however,
nothing set forth herein shall in any manner imply  Lender's  consent to a sale,
refinancing or other capital transaction.

                  (c) "Net Operating  Income" for the  applicable  annual period
         shall mean all Gross Income for such annual  period less all  Operating
         Expenses  for  such  corresponding  annual  period,  as  determined  or
         approved by Lender.


                  (d) "Debt Coverage Ratio" means the ratio of (i) Net Operating
         Income  from  the  Property  for any  calendar  month in  question,  as
         verified to Lender,  to (ii) the greater of (A) the amount of principal
         and  interest  that would be due monthly on a  promissory  note with an
         outstanding  principal  balance  equal  to  the  Outstanding  Principal
         Balance and an obligation of Maker to pay equal monthly installments of
         principal  and  interest   calculated  by  amortizing  the  Outstanding
         Principal  Balance  over  twenty-five  (25) years at a rate of interest
         equal to the higher of (1) nine  percent  (9%) per annum or (2) the per
         annum rate equal to the Treasury  Note Rate plus 250 basis  points,  or
         (B) the  actual  monthly  interest  payment  due under the Note for the
         calendar month in question.  In determining the  Outstanding  Principal
         Balance  for the  purposes  of this  Section 8 of the  Note,  no monies
         deposited in any Accounts  (hereinafter defined) or any interest earned
         thereon shall be considered to reduce the Outstanding Principal Balance
         unless and until such  deposits and interest have actually been applied
         to the Loan in accordance  with Section 9 of this Note. As used herein,
         the term  "Treasury  Note  Rate"  means the  latest  Treasury  Constant
         Maturity  Series yields  reported,  as of the first day of the calendar
         month in  question,  in the Federal  Reserve  Statistical  Release H.15
         (519) (or any comparable  successor  publication)  for actively  traded
         U.S. Treasury  securities having a constant maturity equal to seven (7)
         years.  Such implied yield shall be  determined,  if necessary,  by (i)
         converting U.S Treasury bill  quotations to  bond-equivalent  yields in
         accordance  with  accepted  financial  practice and (ii)  interpolating
         linearly between reported yields.



<PAGE>
         9        Additional Financial Covenants.

                  (a)  Maker  shall  establish  an  interest  bearing  principal
         reduction  account (the  "Principal  Reduction  Account")  with Lender.
         Concurrently  herewith,  Maker  shall  execute  and deliver to Lender a
         "Security  Agreement"  (herein so called) granting to Lender a security
         interest in the Principal  Reduction Account and the Collateral Account
         (hereinafter   defined;   the  Principal   Reduction  Account  and  the
         Collateral Account are sometimes  hereinafter  collectively referred to
         as the  "Accounts"),  including all monies deposited in the Accounts at
         any time and all interest earned thereon.  On December 31, 1998,  Maker
         shall deposit into the Principal Reduction Account monies,  which shall
         not  include  any  proceeds of the loan  evidenced  by the Note,  in an
         amount equal to two and  one-half  percent  (2.50%) of the  Outstanding
         Principal Balance (the "Principal Reduction Payment"). On each of March
         31, June 30,  September 30 and December 31 1999, and March 31, June 30,
         September 30, and December 31, 2000,  and March 31, June 30, 2001 Maker
         shall  deposit  into  the  Principal   Reduction  Account  a  Principal
         Reduction  Payment  equal  to one and  25/100  percent  (1.25%)  of the
         Outstanding  Principal  Balance.  Interest  earned on  deposits  in the
         Principal  Reduction  Account  may be used  as a part  of the  next-due
         Principal  Reduction  Payment.  Provided  there  has  been no  Event of
         Default (as hereinafter defined), then (i) on each of January 15, 1999,
         January 15, 2000 and January 15,  2001,  as  applicable,  Lender  shall
         apply all sums  then on  deposit  in the  Principal  Reduction  Account
         (together  with all interest  earned  thereon that has not already been
         used as part of a  Principal  Reduction  Payment) to the Loan to reduce
         the amount of the  Outstanding  Principal  Balance on the Note and (ii)
         all  Principal  Reduction  Payments  made in the year 2001 and interest
         earned  thereon  will be applied to reduce  the  Outstanding  Principal
         Balance on the Note at the end of the Term;  provided,  however,  if an
         Event of Default  has  occurred,  then upon any such Event of  Default,
         Lender may exercise all remedies available to Lender under the Security
         Agreement  or any other  Loan  Document,  including  using the funds on
         deposit in the Principal  Reduction Account and all interest thereon at
         Lender's discretion for any purpose permitted under the Loan Documents.

                  (b) Maker shall  provide to Lender,  on a monthly  basis,  the
         financial and operating  information  required by the Mortgage.  If, at
         the end of any quarter of a calendar year, such data indicates that the
         Debt  Coverage  Ratio for the Property is less than 1.40 to 1.00,  then
         Lender shall so notify Maker and, within five (5) business days of such
         notice, Maker (i) shall establish with Lender a collateral account (the
         "Collateral  Account")  and (ii)  shall  deposit  into  the  Collateral
         Account  sufficient funds,  which shall not include any proceeds of the
         loan evidenced by the Note,  such that if such funds were to be applied
         to reduce the Outstanding  Principal  Balance,  the Debt Coverage Ratio
         would  return  to a ratio  equal to or  greater  than 1.40 to 1.00 (the
         "Collateral  Account Payment").  A Collateral Account Payment shall not
         be applied to reduce the Outstanding  Principal Balance, but, unless an
         Event of Default has occurred,  shall be held by Lender pursuant to the
         terms of the Security  Agreement  and this Note.  If the Debt  Coverage
         Ratio for the Property at the end of the next calendar year quarter (or
         any subsequent  quarter) is equal to or greater than 1.40 to 1.00, then
         within  twenty (20) days after  Lender's  determination  of such ratio,




<PAGE>
         Lender shall  refund to Maker any  Collateral  Account  Payment then on
         deposit in the Collateral  Account. If during any subsequent quarter of
         a  calendar  year the Debt  Coverage  Ratio is again  less than 1.40 to
         1.00, Maker shall make an additional  Collateral  Account Payment in an
         amount such that if such Collateral  Account Payment were to be applied
         to reduce the Outstanding  Principal  Balance,  the Debt Coverage Ratio
         would  return  to a ratio  equal  to or  greater  than  1.40  to  1.00;
         provided,  however,  that so long as no Event of Default has  occurred,
         any funds then being held in the Collateral Account shall be applied to
         reduce the amount of such subsequent  Collateral  Account Payment.  The
         Security  Agreement  shall also grant to Lender a security  interest in
         all funds  deposited in the Collateral  Account and all interest earned
         thereon.  If an Event of Default has occurred,  Lender may exercise all
         remedies  available to Lender under the Security  Agreement,  including
         using the funds in the Collateral  Account and all interest  thereon at
         Lender's discretion for any purpose permitted under the Loan Documents.
         If no  Event  of  Default  has  occurred,  upon  the end of the Term or
         earlier payment in full to Lender of the Outstanding  Principal Balance
         under this Note, any monies then on deposit in the  Collateral  Account
         and any interest  earned thereon  shall,  at Maker's  election,  (i) be
         applied to reduce such Outstanding Principal Balance or (ii) be paid by
         Lender to Maker.

         10       Events of Default.  The occurrence of any one of the following
shall be a default under this Note ("Event of Default"):

                  (a) Any  principal  and interest  payment and any other sum of
         money  due  under  this  Note,  including  any  Earnings  Deposit,  any
         Principal Reduction Payment or any obligation  involving the payment of
         money by Maker  under the Loan  Documents  is not paid  within five (5)
         days  after  written  notice  from  Lender  that such  payment  is due;
         provided that such five (5) day grace period shall not be applicable to
         sums  due and  payable  at the  Maturity  Date or upon  prepayment,  by
         acceleration or otherwise; or

                  (b)      The Debt Coverage Ratio for the Property falls  below
         1.25 to 1.00; or

                  (c) The  occurrence of any other  default,  breach or Event of
         Default  (however  such term is defined  therein or whether or not such
         term is defined)  under any Loan  Document and such default or Event of
         Default is not cured  within  any  applicable  notice and cure  periods
         provided therein.

         Any  Event of  Default  under  this  Note  shall  constitute  a default
(however  such term is  defined  therein  or whether or not such term is defined
therein) under each of the Loan Documents,  and any default, breach, or event of
default  (however  such term is  defined  therein or whether or not such term is
defined  therein) under any of the Loan Documents  shall  constitute an Event of
Default  under  this  Note  and  under  each of the  Loan  Documents.  Upon  the
occurrence  of an Event of Default,  the holder  hereof  shall have the right to
declare the unpaid  principal  balance  and accrued but unpaid  interest on this
Note at once due and payable  (and upon such  declaration,  the same shall be at
once due and payable),  to foreclose any liens and security  interests  securing
payment  hereof and to exercise  any of its other  rights,  powers and  remedies
under this Note, under any other Loan Document, or at law or in equity.



<PAGE>
         11       No Waiver by Holder.  Neither the failure by the holder hereof
to  exercise,  nor  delay by the  holder  hereof  in  exercising,  the  right to
accelerate  the maturity of this Note or any other  right,  power or remedy upon
any Event of Default  shall be construed as a waiver of such Event of Default or
as a waiver  of the right to  exercise  any such  right,  power or remedy at any
time. No single or partial exercise by the holder hereof of any right,  power or
remedy shall  exhaust the same or shall  preclude any other or further  exercise
thereof,  and every such right, power or remedy may be exercised at any time and
from time to time. All remedies  provided for in this Note and in any other Loan
Document are cumulative of each other and of any and all other remedies existing
at law or in equity,  and the holder hereof  shall,  in addition to the remedies
provided  herein or in any other Loan  Document,  be entitled to avail itself of
all such other  remedies as may now or  hereafter  exist at law or in equity for
the collection of the indebtedness owing hereunder, and the resort to any remedy
provided for  hereunder or under any such other Loan Document or provided for by
law or in equity shall not prevent the  concurrent or  subsequent  employment of
any other appropriate remedy or remedies. Without limiting the generality of the
foregoing  provisions,  the acceptance by the holder hereof from time to time of
any payment  under this Note which is past due or which is less than the payment
in full of all amounts due and  payable at the time of such  payment,  shall not
(i)  constitute  a waiver of or impair or  extinguish  the  rights of the holder
hereof to  accelerate  the maturity of this Note or to exercise any other right,
power or remedy at the time or at any  subsequent  time,  or  nullify  any prior
exercise of any such right,  power or remedy, or (ii) constitute a waiver of the
requirement of punctual payment and performance, or a novation in any respect.

         12       Collection of Costs.  If any holder of  this  Note  retains an
attorney in  connection  with any Event of Default or at maturity or to collect,
enforce, or defend this Note or any other Loan Document in any lawsuit or in any
probate,  reorganization,  bankruptcy or other proceeding,  or if Maker sues any
holder in  connection  with this Note or any other  Loan  Document  and does not
prevail,  then Maker agrees to pay to each such holder, in addition to principal
and  interest,  all  reasonable  costs and  expenses  incurred by such holder in
trying  to  collect  this  Note or in any  such  suit or  proceeding,  including
reasonable  attorneys'  fees,  which shall include the reasonable fees and costs
incurred in connection with the appeal of any judgment.

         13       Interest Provisions.

                  (a) Savings Clause.  It is expressly  stipulated and agreed to
         be the intent of Maker and Lender at all times to comply  strictly with
         the applicable Texas law governing the Maximum Lawful Rate or amount of
         interest  payable  on  this  Note  or  the  Related   Indebtedness  (or
         applicable  United  States  federal  law to the extent  that it permits
         Lender to  contract  for,  charge,  take,  reserve or receive a greater
         amount of interest than under Texas law). If the applicable law is ever
         judicially  interpreted  so  as  to  render  usurious  any  amount  (i)
         contracted for, charged,  taken,  reserved or received pursuant to this
         Note,  any of the other Loan  Documents or any other  communication  or
         writing by or between Maker and Lender  related to the  transaction  or
         transactions  that are the subject matter of the Loan  Documents,  (ii)
         contracted for,  charged or received by reason of Lender's  exercise of
         the option to  accelerate  the  maturity  of this Note  and/or  Related
         Indebtedness,  or (iii)  Maker  will  have  paid or  Lender  will  have





<PAGE>
         received by reason of any voluntary prepayment by Borrower of this Note
         and/or Related  Indebtedness,  then it is Maker's and Lender's  express
         intent  that all amounts  charged in excess of the Maximum  Lawful Rate
         shall be automatically  cancelled, ab initio, and all amounts in excess
         of the Maximum  Lawful Rate  theretofore  collected  by Lender shall be
         credited  on the  principal  balance of this Note  and/or  the  Related
         Indebtedness  (or, if this Note and all Related  Indebtedness have been
         or  would  thereby  be  paid  in  full,  refunded  to  Maker),  and the
         provisions  of this Note and the other Loan  Documents  immediately  be
         deemed reformed and the 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;  provided,  however,  if this  Note has  been  paid in full
         before the end of the stated  term of this Note,  then Maker and Lender
         agree that  Lender  shall,  with  reasonable  promptness  after  Lender
         discovers  or is advised  by Maker that  interest  was  received  in an
         amount in excess of the Maximum Lawful Rate,  either refund such excess
         interest to Maker and/or credit such excess interest  against this Note
         and/or any Related  Indebtedness  then owing by Maker to Lender.  Maker
         hereby agrees that as a condition  precedent to any claim seeking usury
         penalties against Lender,  Maker will provide written notice to Lender,
         advising  Lender in  reasonable  detail of the nature and amount of the
         violation,  and Lender shall have sixty (60) days after receipt of such
         notice in which to correct  such  usury  violation,  if any,  by either
         refunding  such  excess  interest  to Maker or  crediting  such  excess
         interest against this Note and/or any Related  Indebtedness  then owing
         by Maker to Lender.  All sums  contracted  for,  charged or received by
         Lender for the use,  forbearance  or detention of any debt evidenced by
         this  Note  and/or  any  Related  Indebtedness  shall,  to  the  extent
         permitted  by  applicable  law,  be  amortized  or  spread,  using  the
         actuarial  method,  throughout  the stated term of this Note and/or any
         Related  Indebtedness  (including  any and all  renewal  and  extension
         periods)  until  payment in full so that the rate or amount of interest
         on account of this Note and/or any Related Indebtedness does not exceed
         the Maximum  Lawful Rate from time to time in effect and  applicable to
         this  Note  and/or  any  Related  Indebtedness  for so  long as debt is
         outstanding.  In no event  shall the  provisions  of Chapter 346 of the
         Texas  Finance  Code (which  regulates  certain  revolving  credit loan
         accounts and revolving triparty accounts) apply to this Note and/or any
         Related   Indebtedness.   Notwithstanding   anything  to  the  contrary
         contained  herein or in any of the other Loan Documents,  it is not the
         intention of Lender 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.

                  (b)  Definitions.  As used herein,  the term  "Maximum  Lawful
         Rate"  shall mean the  maximum  lawful  rate of  interest  which may be
         contracted  for,  charged,  taken,  received  or  reserved by Lender in
         accordance  with  the  applicable  laws  of  the  State  of  Texas  (or
         applicable  United  States  federal  law to the extent  that it permits
         Lender to  contract  for,  charge,  take,  receive or reserve a greater
         amount of  interest  than under Texas  law),  taking  into  account all
         Charges (as herein  defined)  made in connection  with the  transaction
         evidenced  by this Note and the other Loan  Documents.  As used herein,
         the term "Charges" shall mean all fees, charges and/or any other things
         of value, if any, contracted for, charged,  received, taken or reserved
         by Lender in connection with the transactions relating to this Note and
         the  other  Loan  Documents,   which  are  treated  as  interest  under
<PAGE>
         applicable law. As used herein, the term "Related  Indebtedness"  shall
         mean any and all debt paid or  payable by Maker to Lender  pursuant  to
         the Loan Documents or any other  communication or writing by or between
         Maker and Lender related to the  transaction or  transactions  that are
         the subject  matter of the Loan  Documents,  except such debt which has
         been paid or is payable by Maker to Lender under the Note.

                  (c) Ceiling Election.  To the extent that Lender is relying on
         Chapter 1D of the Texas Credit Title to  determine  the Maximum  Lawful
         Rate  payable  on  this  Note  and/or  this  Note  and/or  the  Related
         Indebtedness,  Lender will utilize the weekly ceiling from time to time
         in effect as  provided in such  Chapter  1D, as amended.  To the extent
         United States federal law permits Lender to contract for, charge, take,
         receive or reserve a greater  amount of interest  than under Texas law,
         Lender will rely on United  States  federal law instead of such Chapter
         1D  for  the  purpose  of   determining   the  Maximum   Lawful   Rate.
         Additionally,  to  the  extent  permitted  by  applicable  law  now  or
         hereafter  in effect,  Lender may, at its option and from time to time,
         utilize any other method of establishing  the Maximum Lawful Rate under
         such  Chapter 1D or under other  applicable  law by giving  notice,  if
         required,  to Maker as provided by  applicable  law now or hereafter in
         effect.

         14       Joint  and  Several  Liability.  If more  than  one  person or
entity  executes  this Note as Maker,  all of said parties  shall be jointly and
severally liable for payment of the indebtedness evidenced hereby. Maker and all
sureties, endorsers,  guarantors and any other party now or hereafter liable for
the payment of this Note in whole or in part, hereby severally (i) waive demand,
presentment for payment,  notice of dishonor and of nonpayment,  protest, notice
of protest, notice of intent to accelerate, notice of acceleration and all other
notice (except only for any notices which are specifically required by this Note
or any other Loan  Document),  filing of suit and diligence in  collecting  this
Note or enforcing any of the security therefor;  (ii) agree to any substitution,
subordination,  exchange  or release of any such  security or the release of any
party primarily or secondarily liable hereon; (iii) agree that the holder hereof
shall not be required  first to institute  suit or exhaust its  remedies  hereon
against  Maker or others  liable or to become  liable  hereon or to enforce  its
rights against them or any security  therefor;  (iv) consent to any extension or
postponement  of time of  payment of this Note for any period or periods of time
and  to any  partial  payments,  before  or  after  maturity,  and to any  other
indulgences with respect hereto, without notice thereof to, any of them; and (v)
submit (and waive all rights to object) to non-exclusive  personal  jurisdiction
in the State of Texas, and venue in Dallas County, Texas, for the enforcement of
any and all obligations under the Loan Documents.

         15       Amendments. This Note may not be changed, amended  or modified
except in a writing  expressly  intended  for such  purposes and executed by the
party  against whom  enforcement  of the change,  amendment or  modification  is
sought.

         16       Purpose  of  Loan.  The  loan  evidenced  by this Note is made
solely for  business  purposes  and is not for  personal,  family,  household or
agricultural purposes.






<PAGE>
         17       Participation. The holder of this Note may, from time to time,
sell or offer to sell the loan evidenced by this Note, or interests therein,  to
one or more assignees or  participants  and is hereby  authorized to disseminate
any information it now has or hereafter obtains pertaining to the loan evidenced
by this Note  including,  without  limitation,  any  security  for this Note and
credit  information  on Maker,  any of its  principals and any guarantor of this
Note to any  assignee or  participant  or  prospective  assignee or  prospective
participant,   the  holder's   affiliates   including   NationsBanc   Montgomery
Securities,  Inc. in the case of Lender, any regulatory body having jurisdiction
over the  holder,  and to any other  parties  as  necessary  or  appropriate  in
holder's reasonable judgment.  Maker shall execute,  acknowledge and deliver any
and all instruments reasonably requested by Lender in connection therewith,  and
to the extent, if any,  specified in any such assignment or participation,  such
companies,  assignee(s),  and participant(s)  shall have the rights and benefits
with respect to this Note and the other Loan Documents as such  person(s)  would
have had if such person(s) had been Lender hereunder.

         18       Successors  and  Assigns.  The  terms,  provisions,  covenants
and conditions of this Note shall be binding upon Maker and the heirs, devisees,
representatives, successors and assigns of Maker.

         19       Governing  Law.  THIS  NOTE,  AND  ITS  VALIDITY,  ENFORCEMENT
AND  INTERPRETATION,  SHALL BE GOVERNED  BY LAWS OF THE STATE OF TEXAS  (WITHOUT
REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE  UNITED STATES FEDERAL
LAW.  MAKER HEREBY  ACKNOWLEDGES  THAT ITS BUSINESS  OFFICE IS IN DALLAS COUNTY,
TEXAS, AND THAT THE NOTE IS PAYABLE IN DALLAS COUNTY,  TEXAS;  THEREFORE,  MAKER
HEREBY  CONFIRMS  AND AGREES THAT ALL LEGAL  ACTIONS  INVOLVING  THE VALIDITY OR
ENFORCEMENT  OF  THIS  NOTE  (INCLUDING,  BUT NOT  LIMITED  TO,  ANY  BANKRUPTCY
PROCEEDINGS INVOLVING MAKER) SHALL HAVE JURISDICTION AND VENUE IN DALLAS COUNTY,
TEXAS.

         20       Time of  Essence.  Time  shall be of the  essence in this Note
with respect to all of Maker's obligations hereunder.

         21       Captions.  The  paragraph  headings  used  in  this  Note  are
for  convenience  of  reference  only  and  shall  not  affect  the  meaning  or
interpretation of this Note.

         22       Limited    Recourse.    Subject  to    the    exceptions   and
qualifications  described  below,  Maker shall not be personally  liable for the
payment of the  indebtedness  evidenced by or created or arising under this Note
and any judgment or decree in any action  brought to enforce the  obligation  of
Maker to pay such  indebtedness  shall be enforceable  against Maker only to the
extent of its interest in the  Mortgaged  Property (as defined in the  Mortgage)
and any such  judgment or decree shall not be subject to execution  upon or be a
lien  upon  the  assets  of Maker  other  than its  interest  in such  Mortgaged
Property. The foregoing limitation of personal liability shall be subject to the
following exceptions and qualifications:

         (a)      Maker  shall   be   fully  and  personally  liable   for   the
                  following: (i) failure to pay taxes, assessments and any other
                  charges which could result in liens against any portion of the
                  Mortgaged Property; (ii) fraud or material  misrepresentation;
                  (iii)  retention by Maker of any  payments,  rental  income or
                  other  funds  arising  with  respect  to any of the  Mortgaged
                  Property which, under the terms of the Loan Documents,  should
                  have  been  paid  to  Lender;  (iv)  all  insurance  proceeds,
                  condemnation   awards  or  other  similar  funds  or  payments
                  attributable to the Mortgaged  Property which, under the terms
<PAGE>
                  of the Loan  Documents,  should have been paid to Lender;  (v)
                  failure to protect  and  maintain  the  Mortgaged  Property in
                  accordance with the terms of the Loan Documents;  and (vi) the
                  failure of the Loan  Documents to constitute a first and prior
                  lien,  assignment,  pledge or security interest in or upon the
                  Mortgaged  Property,  subject only to the matters permitted by
                  the Loan Documents.

         (b)      Nothing  contained in this paragraph shall affect or limit the
                  ability of the holder  hereof to enforce  any of its rights or
                  remedies with respect to the Mortgaged Property.

         (c)      Nothing  contained in this paragraph shall affect or limit the
                  rights of the holder  hereof to proceed  against any person or
                  entity,  including  Maker,  any  partner in Maker or any other
                  party,  with respect to the  enforcement  of any guarantees of
                  payment,  guarantees of performance and completion,  hazardous
                  materials indemnification agreements or other similar rights.

         23       Statute of Frauds Notice.  THE LOAN DOCUMENTS  REPRESENT   THE
FINAL  AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OR
PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS  WHEREOF,  Maker has duly executed this Note effective as of
the date first above written.


                             MAKER:

                                    ROCK CREEK FUND XI, LTD.,
                                    a Texas limited partnership

                                    By:  McNeil Rock Creek Fund XI Corp.,
                                         a Texas corporation,
                                         its general partner


                                         By:      /s/  Ron K. Taylor
                                         Name:    Ron K. Taylor
                                         Title:   President