<PAGE>
                                                                         [LIBOR]


                                 PROMISSORY NOTE


DATE OF NOTE:  As of March 14th, 1997

NOTE AMOUNT:   $8,725,000.00

MATURITY DATE: The Payment Date in April, 1999.



     FOR VALUE RECEIVED, the undersigned having an address c/o 6116 North
Central Expressway, Suite 1313, Dallas, Texas 75206, as maker (hereinafter
referred to as "MAKER"), does hereby covenant and promise to pay, in immediately
available funds, to the order of CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL
LLC, a Delaware corporation having an address at 11 Madison Avenue, New York,
New York 10010 (hereinafter referred to as "PAYEE"), or at such other place as
Payee may from time to time designate in writing, the principal sum of Eight
Million Seven Hundred Twenty Five Thousand and No/100 Dollars ($8,725,000.00),
in legal tender of the United States, without any counterclaim, set or
deductions whatsoever, and all other amounts due or becoming due hereunder, with
interest thereon from the date hereof at the Interest Rate (as hereinafter
defined), to be paid in lawful money of the United States of America, as herein
provided.

     Interest, as calculated herein, shall be computed for any Payment Date on
the basis of a 360 day year for the actual number of days elapsed on so much of
the Principal Amount as is outstanding as of the last day of the month preceding
such Payment Date.

     SECTION 1.  DEFINITIONS

     As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires.  Defined terms in this Note
shall include in the singular number the plural and in the plural number the
singular.  All capitalized

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terms not otherwise defined herein shall have the meanings ascribed to them
in the Mortgage.

     "DUE DATE" shall have the meaning set forth in Section 2.01(b) hereof.

     "FIRST LIBOR REFERENCE PERIOD" shall mean the period commencing on the
Closing Date and ending on the last day of the calendar month in which the
Closing Date occurs.

     "INTEREST DETERMINATION DATE" shall mean the second LIBOR Business Day
prior to the Payment Date.  The LIBOR rate set on the Interest Determination
Date shall be in effect for the Interest Accrual Period immediately following
such Interest Determination Date.

     "INTEREST RATE" shall mean the rate per annum (expressed as a percentage)
equal to the LIBOR Rate plus the LIBOR Margin except for the First LIBOR
Reference Period for which the Interest Rate shall be 8.9375%.

     "LIBOR BUSINESS DAY" shall mean any day on which banks are open for dealing
in foreign currency and exchange in London, England.

     "LIBOR MARGIN" shall mean from the closing date through and including the
Maturity Date, three hundred and fifty (350) basis points per annum.

     "LIBOR RATE" shall mean the London interbank offered rate for thirty (30)
day United States Dollar deposits in an amount of $1,000,000 or more established
by the Payee in accordance with the terms of this Note on each Interest
Determination Date.

     "LOAN AMOUNT" shall mean Eight Million Seven Hundred Twenty Five Thousand
and no/100 Dollars ($8,725,000.00).

     "MATURITY DATE" shall have the meaning set forth in Section 2.01(a)(ii)
hereof.

     "MAXIMUM AMOUNT" shall have the meaning set forth in Section 4.07 hereof.

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     "MORTGAGES" shall have the meaning set forth in Section 3.01 hereof.

     "PAYMENT" shall have the meaning set forth in Section 2.02(a) hereof.

     "PRINCIPAL PAYMENTS" shall have the meaning set forth in Section
2.01(a)(ii) hereof.

     "PRINCIPALS" shall have the meaning set forth in Section 4.04 hereof.

     "REUTERS SCREEN LIBO PAGE" shall mean the display page designated as "LIBO"
on the Reuters Monitor Money Rates Service.

     SECTION 2.  INTEREST AND AMORTIZATION PAYMENTS

     Section 2.01. (a)  Payments under this Note, calculated in accordance
with the terms hereof, shall be due and payable as follows:

            (i)  interest shall be due and payable on each and every Payment
          Date at the Interest Rate in effect for the Interest Accrual Period
          ending on the day preceding the Payment Date; and

          (ii)  the entire outstanding Principal Amount, together with all
          accrued and unpaid interest and any other charges due hereon shall be
          due and payable April 1, 1999 (the "MATURITY DATE").

     (b)  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 and in such
event, the interest which accrues on the Loan from the Due Date to the first
Business Day immediately following the Due Date shall not be due and payable
until the next succeeding Due Date and shall not be compounded.

     (c)  On each Interest Determination Date until all sums due under this Note
and the other Loan Documents have been paid in

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full, the LIBOR Rate shall be the rate (expressed as a percentage per annum)
for deposits in U.S. Dollars for a one (1) month period that appears on
Telerate Page 3750 (or on such page as may replace Telerate Page 3750 on that
service or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying such rate all as
determined by Payee in its sole but good faith discretion) as of 11:00 a.m.,
London time, of such Interest Determination Date to the extent available.  If
such rate does not appear on Telerate Page 3750 as of 11:00 a.m., London
time, on the applicable Interest Determination Date, the LIBOR Rate will be
the arithmetic mean of the offered rates (expressed as a percentage per
annum) for deposits in U.S. dollars for a one (1) month period that appear on
the Reuters Screen LIBO Page as of 11:00 a.m., London time, on such Interest
Determination Date, if at least two such offered rates so appear. If fewer
than two such offered rates appear on the Reuters Screen LIBO Page as of
11:00 a.m., London time, on the applicable Interest Determination Date, the
Payee will request the principal London office of any four (4) major
reference banks in the London interbank market selected by the Payee in its
sole discretion to provide such bank's offered quotation (expressed as a
percentage per annum) to prime banks in the London interbank market for
deposits in U.S. dollars for a one (1) month period as of 11:00 a.m., London
time, on such Interest Determination Date for amounts of not less than
$1,000,000.00.  If at least two such offered quotations are so provided, the
LIBOR Rate will be the arithmetic mean of such quotation.  If fewer than two
such quotations are so provided, the Payee will request any three (3) major
banks in New York City selected by the Payee in its sole discretion to
provide such bank's rate (expressed as a percentage per annum) for loans in
U.S. dollars to leading European banks for a one (1) month period as of
approximately 11:00 a.m. New York City time, on the applicable Interest
Determination Date for amounts of not less than $1,000,000.00.  If at least
two such rates are so provided, the LIBOR Rate will be the arithmetic mean of
such rates.  If fewer than two such rates are so provided, then the LIBOR
Rate will be the LIBOR Rate in effect on the preceding Interest Determination
Date.  The LIBOR Rate for any Interest Accrual Period shall be adjusted from
time to time, by increasing the rate thereof to compensate Payee for any
aggregate reserve requirements (including, without limitation, all basic,
supplemental, marginal and other reserve requirements and taking into account
any transactional adjustments or other

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scheduled changes in reserve requirements during any Interest Accrual Period)
which are required to be maintained by Payee with respect to "Eurodollar
liabilities" (as presently defined in Regulation D of the Board of Governors
of the Federal Reserve System) of the same term under Regulation D, or any
other regulations of a Governmental Authority having jurisdiction over Payee.
The establishment of the LIBOR Rate on each Interest Determination Date by
the Payee and the Payee's calculation of the rate of interest applicable to
this Note shall (in the absence of manifest error) be final and binding.

     (d)  If any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject or any change therein or in the interpretation or
application thereof, shall make it unlawful for the Payee to make or maintain
the interest rate based upon the LIBOR Rate plus the LIBOR Margin or to give
effect to its obligations as contemplated hereby, then upon notice by the Payee
to Maker, the Interest Rate shall be automatically converted to the interest
rate which was established on the immediately preceding Interest Determination
Date.

     Section 2.02.  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:

          (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 pursuant to the terms hereof as of the date the Payment
     is received (including any Interest Shortfalls and interest thereon to the
     extend permitted by applicable law); and (ii) second, to all Late Charges,
     Default Rate Interest or premiums, if any, and other sums payable
     hereunder or under the other Loan Documents (other than those sums
     included in clauses (i) and (ii)

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     of this Section 2.02(a)(1)) in such order and priority as determined by
     Payee in its sole discretion.

          (2)  Unscheduled Payments shall be applied at the end of the Interest
     Accrual Period in which such Unscheduled Payments are received (i) first,
     to the Principal Amount until the entire outstanding Principal Amount has
     been fully paid, and (ii) second, the balance, if any, in the manner
     provided in subparagraph (1) above of this Section 2.02(a) (to the extent
     applicable after giving effect to any payments previously made pursuant to
     this Section 2.02).

     (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 by such Payment or
proceeds shall be revived and continue as if such Payment or proceeds had not
been received by Payee.

     Section 2.03.  DEFAULT RATE.  Time is of the essence with respect to the
times set forth herein for the repayment of the Principal Amount and the
interest thereon.  Should any amounts due hereunder or under any other Loan
Document not be paid in full on the date when the same shall be due and payable
(whether by acceleration, prepayment permitted hereunder or otherwise), then in
such event, the rate of interest to be paid on the entire Principal Amount of
this Note and all such other amounts shall be increased to the Default Rate and
shall be computed from the Due Date through and including the date, if any, upon
which such Default is fully cured.  The foregoing provisions shall not be
construed as a waiver by Payee of its right to pursue any other remedies
available to it under the Mortgages or any other Loan Document, nor shall it be
construed to limit in any way the application of the Default Rate.

     Section 2.04.  VOLUNTARY PREPAYMENTS.  Maker shall be permitted to repay
the Principal Amount of this Loan only on the terms and conditions and to the
extent provided in Article XV of

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the Mortgages.  All such repayments shall be applied in accordance with
Section 2.02(a)(2) hereof.

     SECTION 3.  DEFAULTS

     Section 3.01.  DEFAULTS.  This Note is secured, INTER ALIA, by (i) certain
mortgages, deeds of trust and deeds to secure debt, security agreements,
assignments of rents and fixture filings (each herein referred to as a
"MORTGAGE" and collectively as the "MORTGAGES") all of even date herewith
covering property, of Maker, as more particularly described in each Mortgage,
and (ii) certain assignments of leases and rents and security deposits of even
date herewith made by Maker.  All terms, covenants, conditions and agreements of
the Loan Documents, including without limitation, the Mortgages, and the due on
sale provision contained within the Mortgages, hereby constitute part of this
Note, as if the same had been fully set forth herein.  The Mortgages specify
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 Mortgages shall
be an Event of Default hereunder.

     Section 3.02.  REMEDIES.  If an Event of Default shall occur hereunder or
under any other Loan Documents, 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.  Failure to exercise this option
shall not constitute a waiver of the right to exercise the same in the event of
any subsequent Default or to exercise any other remedy available to Payee
relating to such Default.  If there is more than one Maker of this Note, subject
to the provisions of Section 4.04 hereof, the undersigned Persons 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.

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     SECTION 4.  MISCELLANEOUS

     Section 4.01.  WAIVERS.  (a)  Maker acknowledges that the Loan evidenced by
this Note is a commercial transaction and, to the fullest extent permitted by
Legal Requirements, as to this Note, the Mortgages and any other Loan Documents
securing this Note, Maker hereby waives all applicable exemption rights, whether
under the constitution of the State of New York or otherwise and also waives
valuation and appraisement, presentment, protest and demand, notice of protest,
demand and dishonor and nonpayment of this Note and, except as specifically
provided herein or in the other Loan Documents, all other notices or demands to
the fullest extent permitted pursuant to Legal Requirements, and hereby
expressly agrees that the maturity of this Note or payment hereunder, may be
extended from time to time without in any way affecting the liability of Maker
or of any guarantor of this Note.  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.  Maker further consents to the release of any Person liable
for this obligation without affecting the liability of any other party hereto or
any guarantor hereof.  The remedies of Payee provided herein, in the Mortgages
and the other Loan Documents, are cumulative and  concurrent, and may be pursued
singly, successively, or together, at the sole discretion of Payee, and may be
exercised as often as the occasion therefor shall occur.  Any delay on the part
of Payee in exercising any right hereunder shall not operate as a waiver of any
right, and any waiver granted for one occasion shall not operate as a waiver in
the event of a subsequent Default.

     (b)  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

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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.  All rights and remedies herein specified are intended to be
cumulative and not in substitution for any right or remedy otherwise
available.  In any action or proceeding to recover any sum herein provided
for, to the extent permitted by applicable Legal Requirements, no defense of
adequacy of security, or that resort must first be had to any other Person,
shall be asserted.  All references herein to Maker and to Payee shall be
deemed to include its successors and assigns.

     Section 4.02.  TAXES.  Maker agrees that if, at any time, the United States
of America, or any State or Commonwealth thereof or any subdivision of any such
State, shall require revenue or other stamps to be affixed to this Note or the
Mortgages, or impose any other tax or charges on the same, Maker will pay the
same, with interest and penalties thereon, if any.

     Section 4.03.  INVALIDITY.  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 is held to be invalid or
unenforceable by a court of competent jurisdiction, 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, and the other provisions of this Note shall remain in full force and
effect and shall be liberally construed in favor of Payee in order to effect the
provisions of this Note.

     Section 4.04.  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
otherwise provided in Section 18.32 of the Mortgage, the terms of which are
incorporated herein.

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     Section 4.05.  GOVERNING LAW.  (a)  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, 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,

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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 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 4.06.  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 4.07.  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
exceed the maximum 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

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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 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 4.07 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 4.08.  COSTS OF COLLECTION.  Maker agrees to pay all costs and
expenses of collection incurred by Payee, in addition to principal, interest,
and premiums, if any, and Late Charges, including, without limitation,
reasonable attorneys' fees and disbursements, all costs and expenses incurred in
connection with the pursuit by Payee of any of its rights or remedies hereunder,
under the Mortgages or any of the other Loan Documents or the protection of or
realization of collateral or in connection with 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 with interest thereon to be calculated at the Default Rate and
shall be secured by the Mortgages and all other collateral at any time held by
Payee as security for Maker's obligations to Payee.

     Section 4.09.  WAIVER OF JURY TRIAL.  Maker, to the fullest extent it may
lawfully do so, waives any right it may have to trial by jury in any action,
including, without limitation, any tort action, to interpose any counterclaim in
any action (other than a compulsory counterclaim), and to have  the same
consolidated with any other or separate action brought on or with respect to
this Note, the Mortgages or any other Loan Document.

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     Section 4.10.  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 4.11.  PARTICIPATION.  Payee shall have the right to transfer, sell
and assign this Note in whole, but not in part, the Mortgages and/or any of the
other Loan Documents, and to transfer, assign or sell participation and
subparticipations (including blind or undisclosed participation and
subparticipations) in the Mortgages and the other Loan Documents and the
obligations hereunder to any Person; provided, however, that no participation
shall increase, decrease or otherwise affect either Maker's or Payee's
obligations hereunder, under the Mortgages or under any of the other Loan
Documents.

     Section 4.12.  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.

     Section 4.13   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.










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

Witness:                                    HOST VENTURES, INC., Maker,
                                            a Maryland Corporation,



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








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