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                                                                   [FIXED RATE]

PROMISSORY NOTE


DATE OF NOTE:  As of March 14, 1997

NOTE AMOUNT:   $13,000,000.00

MATURITY DATE: The Payment Date in April, 2017.


          THIS AMENDED AND RESTATED PROMISSORY NOTE (this "NOTE"), is made as of
March __, 1997 by the undersigned, as maker ("MAKER"), in favor of CREDIT SUISSE
FIRST BOSTON MORTGAGE CAPITAL LLC and its successors or assigns, as payee
(collectively, "PAYEE").

                              R E C I T A L S:

          A.   Maker is the obligor under that certain promissory note dated
September 13, 1996 in the original principal amount of $15,500,000 as described
on SCHEDULE A annexed hereto and made a part hereof (the "EXISTING NOTE") of
which the outstanding principal amount is $13,000,000 (the "EXISTING
INDEBTEDNESS");

          B.   As of the date hereof, Holder is the owner of the Existing Note
and those certain mortgages and deeds of trust securing the Existing Note
(jointly, the "MORTGAGE");

          C.   Maker and Holder desire to renew, combine, coordinate, amend and
restate in its entirety the Existing Indebtedness on the terms and conditions
provided in this Note as hereinafter set forth;

          D.   Any privileges in the Existing Note to prepay the Debt (as
hereinafter defined), in whole or in part, except as may hereinafter be
provided, are hereby terminated with the same force and effect as if they had
never been granted; and

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          E.   Maker and Holder intend these Recitals to be a material part of
this Note;

          NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:

          I.   Maker and Holder acknowledge and agree that the Existing Note now
constitutes a single indebtedness in the principal amount of Thirteen Million
($13,000,000.00) as evidenced by this Note;

          II.  From and after the date hereof, the terms, covenants and
provisions of the Existing Note are hereby modified, consolidated, coordinated,
amended and restated in their entirety so that henceforth the terms, covenants
and provisions of this Note shall supersede those of the Existing Note; and

          III. Neither this Note nor anything contained herein shall be
construed as a substitution or novation of the Maker's indebtedness to Holder or
of the Existing Note, all of which shall remain in full force and effect, as
hereby confirmed, modified, consolidated, coordinated, amended and restated in
their entirety.

          NOW, THEREFORE, FOR VALUE RECEIVED, Maker does hereby covenant and
promise to pay to the order of Payee, without any counterclaim, setoff or
deduction whatsoever, on the Maturity Date (as hereinafter defined), in
immediately available funds, at 11 Madison Avenue, New York, New York 10010 or
at such other place as Payee may designate to Maker in writing from time to
time, in legal tender of the United States, the Loan Amount and all other
amounts due or becoming due hereunder, to the extent not previously paid in
accordance herewith, together with all interest accrued thereon through the date
the Loan is repaid in full, at the rate of 9.46% per annum (the "INTEREST RATE")
to be computed on the basis of the actual number of days elapsed in a 360 day
year on so much of the Loan Amount as is from time to time outstanding on the
first day of the applicable Interest


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Accrual Period (as hereinafter defined) (taking into account any principal
reduction to the Loan Amount which occurs on the Payment Date in such
Interest Accrual Period).

SECTION 1.  DEFINITIONS

          Defined terms in this Note shall include in the singular number the
plural and in the plural number the singular.  All capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the
Mortgage.


SECTION 2.  PAYMENTS AND LOAN TERMS

          Section 2.1.   INTEREST AND AMORTIZATION PAYMENTS.

               (a)  Interest on the unpaid Principal Amount of the Loan for the
First Interest Accrual Period computed at the Interest Rate shall be payable,
without any counterclaim, setoff or deduction whatsoever, on the First Payment
Date.  Commencing on the Payment Date next following the First Payment Date, and
on each Payment Date thereafter until this Note is paid in full on the Maturity
Date or otherwise, an amount equal to the Monthly Debt Service Payment shall be
due and payable, without any counterclaim, setoff or deduction whatsoever, which
amount represents principal installments ("PRINCIPAL PAYMENTS"), based upon a
twenty (20) year amortization schedule (the "AMORTIZATION SCHEDULE"), together
with interest irrespective of whether or not any voluntary or involuntary
prepayments of principal have been made.

               (b)  Commencing on the Hyperamortization Date, in addition to the
interest described in Section 2.1(a) hereof, additional interest shall also
accrue on the unpaid Principal Amount of the Loan at the greater of (i) two
hundred (200) basis points over the Interest Rate and (ii) two hundred (200)
basis points over the then-existing ten year U.S. Treasury Note rate, reset
monthly plus 275 basis points (the "ADDITIONAL INTEREST RATE") and on the
Accrued Interest (hereinafter defined), if any, at the Interest Rate plus the
Additional Interest Rate.  Commencing on the Payment Date after the
Hyperamortization Date,

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and on each and every Payment Date thereafter, in addition to the payments
described in Section 2.1(a), one hundred percent (100%) of the amount of the
Excess Rent for the calendar month preceding the calendar month in which such
Payment Date occurs shall be due and shall be applied first to the Principal
Amount until reduced to zero, second, to currently accruing interest
described in the prior sentence of this Section 2.1(b), and third, to the
Accrued Interest, if any.  To the extent Excess Rent is insufficient to pay
the interest payments described in the first sentence of this Section 2.1(b)
on any Payment Date, such interest shall be deferred and added to any
interest previously deferred pursuant to this sentence and remaining unpaid
(the "ACCRUED INTEREST").  Amounts payable pursuant to this Section 2.1(b)
shall not be included in the determination of the Required Debt Service
Payment.

               (c)  The entire outstanding principal balance, to the extent not
theretofore paid, together with all accrued but unpaid interest thereon and any
other amounts due hereunder shall be due and payable on the Payment Date in
April, 2017 (the "MATURITY DATE").

               (d)  To the extent any Interest Shortfall shall occur, except as
otherwise provided in Section 3.2 hereof, such Interest Shortfall shall accrue
additional interest at the Interest Rate.

               (e)  To the extent Payments are or become due and payable under
this Note or any of the other Loan Documents on a day (the "Due Date") which is
not a Business Day, such Payments are and shall be due and payable on the first
Business Day immediately following the Due Date for such Payments.

          Section 2.2.   APPLICATION OF PAYMENTS.

               (a)  Each and every payment (a "PAYMENT") made by Maker to Payee
in accordance with the terms of this Note and/or the terms of any one or more of
the other Loan Documents and all other proceeds received by Payee with respect
to the Debt, shall be applied as follows:

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          (1)  Payments other than Unscheduled Payments shall be applied (i)
first, to all interest (other than Default Rate Interest) which shall be due and
payable with respect to the Loan Amount pursuant to the terms hereof as of the
date the Payment is received (including any Interest Shortfalls and interest
thereon to the extent permitted by applicable law), (ii) second, taking into
account the respective date of such Payments, to the Loan Amount until the Loan
Amount has been amortized in accordance with the Amortization Schedule, and
(iii) third, to all Late Charges, Default Rate Interest or other premiums and
other sums payable hereunder or under the other Loan Documents (other than those
sums included in clauses (i) and (ii) of this Section 2.2(a)(1)) in such order
and priority as determined by Payee in its sole discretion.

          (2)  Unscheduled Payments, other than Payments received pursuant to
Section 2.1(b) hereof, shall be applied at the end of the Interest Accrual
Period in which such Unscheduled Payments are received as a principal prepayment
of the Loan Amount to amortize the Loan Amount.

          (3)  Payments received pursuant to Section 2.1(b) hereof shall be
applied at the times and in the manner set forth therein.

               (b)  To the extent that Maker makes a Payment or Payee receives
any Payment or proceeds for Maker's benefit, which are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, debtor in possession, receiver, custodian or any other party under
any bankruptcy law, common law or equitable cause, then, to such extent, the
obligations of Maker hereunder intended to be satisfied shall be revived and
continue as if such Payment or proceeds had not been received by Payee.

          Section 2.3.   PREPAYMENTS.

               The Debt may not be prepaid, in whole or in part, except as set
forth in Article XV of the Mortgage.

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SECTION 3.  DEFAULTS

          Section 3.1.   EVENTS OF DEFAULT.

          This Note is secured by, among other things, the Mortgage which
specifies various Events of Default, upon the happening of which all or portions
of the sums owing under this Note may be declared immediately due and payable as
more specifically provided therein.  Each Event of Default under the Mortgage or
any one or more of the other Loan Documents shall be an Event of Default
hereunder.

          Section 3.2.   REMEDIES.

          If an Event of Default shall occur hereunder or under any other Loan
Document, interest on the Principal Amount and, to the extent permitted by
applicable law, all accrued but unpaid interest on the Principal Amount shall,
commencing on the date of the occurrence of such Event of Default, at the option
of Payee, immediately and without notice to Maker, accrue interest at the
Default Rate until such Event of Default is cured.  The foregoing provision
shall not be construed as a waiver by Payee of its right to pursue any other
remedies available to it under the Mortgage, or any other instrument evidencing
or securing the Loan, nor shall it be construed to limit in any way the
application of the Default Rate.  If there is more than one Maker of this Note,
then subject to the provisions of Section 4 hereof, the undersigned parties
shall each be jointly and severally liable to pay the entire Loan Amount and all
other sums becoming due hereunder or under the other Loan Documents.


SECTION 4.  EXCULPATION

          Section 4.1.   EXCULPATION.

          Notwithstanding anything to the contrary contained in this Note or the
other Loan Documents, the obligations of Maker hereunder shall be non-recourse
except with respect to the Mortgaged Property, which for the purposes of this
Note shall be deemed to include the term Trust Property, if applicable, and as


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otherwise provided in Section 18.32 of the Mortgage, the terms of which are
incorporated herein.

SECTION 5.  MISCELLANEOUS

          Section 5.1.   FURTHER ASSURANCES.

          Maker shall execute and acknowledge (or cause to be executed and
acknowledged) and deliver to Payee all documents, and take all actions, required
by Payee from time to time to confirm the rights created or now or hereafter
intended to be created under this Note and the other Loan Documents, to protect
and further the validity, priority and enforceability of this Note and the other
Loan Documents, to subject to the Loan Documents any property of Maker intended
by the terms of any one or more of the Loan Documents to be encumbered by the
Loan Documents, or otherwise carry out the purposes of the Loan Documents and
the transactions contemplated thereunder; PROVIDED, HOWEVER, that no such
further actions, assurances and confirmations shall increase Maker's obligations
under this Note.

          Section 5.2.   MODIFICATION, WAIVER IN WRITING.

          No modification, amendment, extension, discharge, termination or
waiver (a "MODIFICATION") of any provision of this Note, the Mortgage or any one
or more of the other Loan Documents, nor consent to any departure by Maker
therefrom, shall in any event be effective unless the same shall be in a writing
signed by the party against whom enforcement is sought, and then such waiver or
consent shall be effective only in the specific instance, and for the purpose,
for which given.  Except as otherwise expressly provided herein, no notice to,
or demand on, Maker shall entitle Maker to any other or future notice or demand
in the same, similar or other circumstances.  Payee does not hereby agree to,
nor does Payee hereby commit itself to, enter into any Modification.  However,
in the event Payee does ever agree to a Modification, such Modification shall
only be upon the terms and conditions set forth in the Mortgage.

          Section 5.3.   COSTS OF COLLECTION.

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          Subject to the provisions of Section 4 hereof, Maker agrees to pay all
costs and expenses of collection incurred by Payee, in addition to principal,
interest and late or delinquency charges (including, without limitation,
reasonable attorneys' fees and disbursements) and including all costs and
expenses incurred in connection with the pursuit by Payee of any of its rights
or remedies referred to in Section 3 hereof or its rights or remedies referred
to in any of the Loan Documents or the protection of or realization of
collateral or in connection with any of Payee's collection efforts, whether or
not suit on this Note, on any of the other Loan Documents or any foreclosure
proceeding is filed, and all such costs and expenses shall be payable on demand,
together with interest at the Default Rate thereon, and also shall be secured by
the Mortgage and all other collateral at any time held by Payee as security for
Maker's obligations to Payee.

          Section 5.4.   MAXIMUM AMOUNT.

               (a)  It is the intention of Maker and Payee to conform strictly
to the usury and similar laws relating to interest from time to time in force,
and all agreements between Maker and Payee, whether now existing or hereafter
arising and whether oral or written, are hereby expressly limited so that in no
contingency or event whatsoever, whether by acceleration of maturity hereof or
otherwise, shall the amount paid or agreed to be paid in the aggregate to Payee
as interest hereunder or under the other Loan Documents or in any other security
agreement given to secure the Debt, or in any other document evidencing,
securing or pertaining to the Debt, exceed the maximum amount permissible under
applicable usury or such other laws (the "MAXIMUM AMOUNT").  If under any
circumstances whatsoever fulfillment of any provision hereof, or any of the
other Loan Documents, at the time performance of such provision shall be due,
shall involve transcending the Maximum Amount, then IPSO FACTO, the obligation
to be fulfilled shall be reduced to the Maximum Amount.  For the purposes of
calculating the actual amount of interest paid and/or payable hereunder, in
respect of laws pertaining to usury or such other laws, all sums paid or agreed
to be paid to the holder hereof for the use, forbearance or detention of the
Debt, outstanding from time to time shall, to the extent permitted by

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applicable law, be amortized, prorated, allocated and spread from the date of
disbursement of the proceeds of this Note until payment in full of all of the
Debt, so that the actual rate of interest on account of the Debt is uniform
through the term hereof.  The terms and provisions of this Section 5.4 shall
control and supersede every other provision of all agreements between Maker
or any endorser and Payee.

               (b)  If under any circumstances Payee shall ever receive an
amount which would exceed the Maximum Amount, such amount shall be deemed a
payment in reduction of the Loan Amount owing hereunder and any other obligation
of Maker in favor of Payee, and shall be so applied in accordance with Section
2.2 hereof, or if such excessive interest exceeds the unpaid balance of the Loan
Amount and any other obligation of Maker in favor of Payee, the excess shall be
deemed to have been a payment made by mistake and shall be refunded to Maker.

          Section 5.5.   WAIVERS.

          Maker hereby expressly and unconditionally waives presentment, demand,
protest, notice of protest or notice of any kind, including, without limitation,
any notice of intention to accelerate and notice of acceleration, except as
expressly provided herein, and in connection with any suit, action or proceeding
brought by Payee on this Note, any and every right it may have to (a) a trial by
jury, (b) interpose any counterclaim therein (other than a counterclaim which
can only be asserted in the suit, action or proceeding brought by Payee on this
Note and cannot be maintained in a separate action) and (c) have the same
consolidated with any other or separate suit, action or proceeding.

          Section 5.6.   GOVERNING LAW.

          This Note was negotiated in New York, and delivered by Maker and
accepted by Payee in the State of New York, and the proceeds of this Note were
disbursed from New York, which State Maker agrees has a substantial relationship
to Payee and Maker and to the transaction embodied hereby, in all respects,
including, without limiting the generality of the foregoing,

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matters of construction, validity, enforceability and performance.  This Note
and the obligations arising hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts
made and performed in such State (without regard to the conflicts of law
rules thereof) and any applicable law of the United States of America, except
that at all times the provisions for the creation, perfection, and
enforcement of the liens and security interests created pursuant to the
Mortgages and pursuant to the other Loan Documents shall be governed by and
construed according to the law of the State in which the applicable
Cross-collateralized Property is located, it being understood that, to the
fullest extent permitted by law of such State, the law of the State of New
York shall govern the validity and the enforceability of all Loan Documents,
and the obligations arising hereunder or thereunder.  To the fullest extent
permitted by law, Maker hereby unconditionally and irrevocably waives any
claim to assert that the law of any other jurisdiction governs this Note and
this Note shall be governed by and construed in accordance with the laws of
the State of New York pursuant to Section 5-1401 of the New York General
Obligations Law.

     (b)  Any legal suit, action or proceeding against Maker or Payee arising
out of or relating to this Note shall be instituted in any federal or state
court in New York, New York, pursuant to Section 5-1402 of the New York General
Obligations Law, and Maker waives any objection which it may now or hereafter
have to the laying of venue of any such suit, action or proceeding, and Maker
hereby irrevocably submits to the jurisdiction of any such court in any suit,
action or proceeding.  Maker does hereby designate and appoint the Secretary of
the State of New York as its authorized agent to accept and acknowledge on its
behalf service of any and all process which may be served in any such suit,
action or proceeding in any federal or state court in New York, New York, and
agrees that service of process upon said agent at said address and written
notice of said service of Maker mailed or delivered to Maker in the manner
provided in the Mortgages, shall be deemed in every respect effective service of
process upon Maker, in any such suit, action or proceeding in the State of New
York.  Maker (i) shall give prompt notice to the Payee of any changed address of
its authorized agent hereunder, (ii) may

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at any time and from time to time designate a substitute authorized agent
with an office in New York, New York (which office shall be designated as the
address for service of process), and (iii) shall promptly designate such a
substitute if its authorized agent ceases to have an office in New York, New
York or is dissolved without leaving a successor.

          Section 5.7.   HEADINGS.

          The Section headings in this Note are included herein for convenience
of reference only and shall not constitute a part of this Note for any other
purpose.

          Section 5.8.   ASSIGNMENT.

          Payee shall have the right to transfer, sell and assign this Note, the
Mortgage and/or any of the other Loan Documents, and the obligations hereunder,
to any Person.  All references to "Payee" hereunder shall be deemed to include
the assigns of the Payee.

          Section 5.9.   SEVERABILITY.

          Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note.


          Section 5.10.  LATE PAYMENT CHARGE.  If any portion of the Debt is not
paid in full within five (5) days after the date on which it is due and payable
hereunder, Maker shall pay to Payee an amount equal to three percent (3%) of
such unpaid portion of the Debt to defray the expense incurred by Payee in
handling and processing such delinquent payment, and such amount shall
constitute a part of the Debt.

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     IN WITNESS WHEREOF, this Note has been duly executed by the Maker the day
and year first written above.


                                            CROSSHOST, INC., Maker


                                            By: /s/  Michael S. McNulty
                                               --------------------------------
                                            Name:    Michael S. McNulty
                                            Title:   President










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                                   Schedule A

     That certain Promissory Note dated September 13, 1996 executed by Mortgagee
in favor of CS First Boston Mortgage Capital Corp., predecessor in interest to
Mortgagee in the principal amount of $15,500,000.00.















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