Atlanta, Georgia



                                PROMISSORY NOTE



$22,000,000                                                    December 15, 1995


         FOR VALUE RECEIVED, CENTURY PROPERTIES FUND XIX, a California limited
partnership (the "Maker"), promises to pay to the order of CONNECTICUT GENERAL
LIFE INSURANCE COMPANY, a Connecticut corporation, having its principal office
at 900 Cottage Grove Road, Bloomfield, Connecticut (the "Payee"), at Payee's
principal address or such other place as the Holder hereof may designate in
writing (the legal holder from time to time of this Note, including Payee as the
initial holder, being hereinafter referred to as "Holder"), the principal sum of
Twenty Two Million and NO/100 Dollars ($22,000,000) (the "Principal
Indebtedness"), together with interest thereon at an annual rate of seven and
one-half percent (7.5%) (the "Interest Rate"), in accordance with the provisions
hereinafter set forth.

         1. Terms of Payment. If the date on which the Principal Indebtedness is
advanced to Maker (the "Advancement Date") is not the first day of a calendar
month, then Maker shall pay to Holder on the Advancement Date, interest only on
the Principal Indebtedness, at the Interest Rate, calculated on the basis of a
365-day year and the number of days from and including the Advancement Date to
and including the last day of the calendar month in which the Advancement Date
occurs. On the first day of the second calendar month following the Advancement
Date (or on the first day of the first calendar month following the Advancement
Date, if the Advancement Date is the first day of a calendar month), and on the
first day of each calendar month thereafter (hereinafter called the "monthly
payment dates") through and including December 1, 2002, Maker shall pay to
Holder the sum of $162,578.07 (hereinafter referred to as "monthly payments"),
to be applied first to interest on the Principal Indebtedness from time to time
outstanding at the Interest Rate and the balance to be applied in reduction of
the Principal Indebtedness. The interest component of the monthly payments shall
be calculated and applied on the basis of a 360-day year consisting of twelve
30-day months. On January 1, 2003 (the "Maturity Date") Maker shall pay to
Holder the entire Principal Indebtedness then remaining unpaid, together with
accrued and unpaid interest thereon at the Interest Rate and any other charges
due under this Note, the Security Deeds (hereinafter defined), and any other
documents evidencing or securing or pertaining to the advancement or
disbursement of the Principal Indebtedness (collectively, the "Loan Documents").
The period from and including the date hereof to the Maturity Date will be
referred to hereinafter as the "Term".

         2. Prepayment. Except as specifically provided herein or in the
Security Deeds, no prepayment of the Principal Indebtedness shall be allowed
during the first four (4) loan years (the "Closed Period"). Maker, whether or
not a debtor in a proceeding under Title 11, United States Code, may prepay the
Principal Indebtedness in full, but not in part (except as provided in the
Security Deeds), on any monthly payment date after the Closed Period, provided

Maker gives Holder sixty (60) days prior written notice and pays a prepayment
fee equal to: (i) three percent (3.0%) of the then-existing balance of this
Note, if prepayment is made during the fifth (5th) loan year; (ii) two percent
(2.0%) of the then-existing balance of this Note, if prepayment is made during
the sixth (6th) loan year; or (iii) one percent (1.0%) of the then-existing
balance of this Note, if prepayment is made during the first nine (9) months of
the seventh (7th) loan year. No prepayment fee shall be due if prepayment is
made during the last three (3) months of the seventh (7th) loan year.

         The loan years shall be consecutive 12-month periods measured from the
initial monthly payment date. The foregoing prepayment fee will be due when the
loan is prepaid after the Closed Period and prior to the last three (3) months
preceding the Maturity Date, whether such prepayment is voluntary or results
from default, acceleration or any other cause.

         In the event of a prepayment during the Closed Period resulting from a
default, acceleration or any other reason (other than a sale of collateral as
permitted in the Security Deeds), Maker shall pay to Holder a default prepayment
fee calculated as follows:

         (a)  three percent (3.0%) of the then existing principal balance of
              this Note, plus

         (b)  Yield Maintenance as defined below.


         Yield Maintenance:  Yield Maintenance is defined as the Present Value
on the date of prepayment of the Monthly Interest Shortfall for the remaining
Term of the loan.

         The Monthly Interest Shortfall is the product of (i) the positive
difference, if any, of the Semi-Annual Equivalent Rate less the Treasury Yield,
divided by 12, times (ii) the outstanding principal balance of the loan on each
monthly payment date for each full and partial month remaining in the Term.

         The Present Value is then determined by discounting each Monthly 12
Interest Shortfall at the Treasury Yield divided by twelve.

         The "Semi-Annual Equivalent Rate" for this loan is 7.62%

         The "Treasury Yield" will be determined by reference to the Federal
Reserve Statistical Release H.15 (519) of Selected Interest Rates (or any
similar successor publication of the Federal Reserve) for the first week ending
not less than two full weeks prior to the prepayment date. If the remaining Term
is less than one year, the Treasury Yield will equal the yield for 1-Year
Treasury Constant Maturities. If the remaining Term is equal to one of the
maturities of the Treasury Constant Maturities (e.g., 1-year, 2-year, etc.),
then the Treasury Yield will equal the yield for the Treasury Constant Maturity
with a maturity equalling the remaining Term. If the remaining Term is longer
than one year, but does not equal one of the maturities of the Treasury Constant
Maturities, then the Treasury Yield will equal the yield for the Treasury
Constant Maturity closest to, but not exceeding, the remaining Term.

         Any other provision of this Note to the contrary notwithstanding, (i)

prepayments will be permitted at par (i.e., no prepayment fee) for prepayments
occasioned by the application of casualty insurance and/or condemnation proceeds
to the Principal Indebtedness as provided in the Security Deeds and (ii)
prepayments in connection with the sale of one or more of the three apartment
projects securing this Note, during the Closed Period, made in conformity with
the requirements of the Security Deeds, shall require a prepayment fee equal
only to the greater of (x) one percent (1.0%) of the principal amount prepaid or
(y) Yield Maintenance.

         The aforementioned prepayment fee does not constitute a penalty, but
rather represents the reasonable estimate, agreed to between Maker and Payee, of
a fair compensation for the loss that may be sustained by Holder due to
prepayment of the Principal Indebtedness prior to the Maturity Date. Any
prepayment fee required pursuant to the preceding paragraphs shall be paid
without prejudice to the right of Holder to collect any of the amounts owing
under this Note or the Security Deeds or otherwise, to enforce any of its rights
or remedies arising out of an Event of Default hereunder.

         3. Security. This Note is secured by, among other things, three Deeds
to Secure Debt and Security Agreements (the "Security Deeds"), each given by
Maker to Payee, of even date herewith, constituting a first lien or first
security title on real estate and a first priority security interest in personal
property and any leasehold on such personal property and assignment of rents and
leases (hereinafter referred to as the "Security"), comprising three apartment
projects known as "Wood Lake Apartments", "Wood Ridge Apartments" and
"Plantation Crossing Apartments," respectively, located in the County of Cobb,
State of Georgia.

         4. Location and Medium of Payments. The sums payable under this Note or
under the Security Deeds shall be paid to Holder at its principal address
hereinabove set forth, or at such other place as Holder may from time to time
hereafter designate to Maker in writing, in legal tender of the United States of
America.

         5. Acceleration of Maturity. At the option of Holder, which may be
exercised at any time after one or more of the following events (each being an
"Event of Default") shall have occurred, the whole of the Principal
Indebtedness, together with all interest, applicable prepayment fees, and other
charges due under any of the Loan Documents, shall immediately become due and
payable ("Acceleration of Maturity"): (a) if any payment of any installment of
the Principal Indebtedness, and/or interest or of any other sum due hereunder is
not received by Holder within five business days following the date when such
payment was due; or (b) if a default or an Event of Default shall occur under
the Security Deeds or any other of the Loan Documents, which is not cured within
any applicable grace period afforded therein, if any.

         6. Late Charges; Interest Following Event of Default. If any payment
due under this Note, the Security Deeds, or any other Loan Document, is not paid
when due, without regard to any cure or grace period, Maker shall pay and Holder
shall be entitled to collect a late payment charge for each month or fraction
thereof during which such payment is not made when due and for each month
thereafter that such sum remains unpaid, equal to the lesser of four percent
(4%) of such late payment or the maximum amount permitted by law, for the
purpose of defraying the expense incurred by Holder in handling and processing

such delinquent payment, and such amount shall be secured by the Loan Documents
securing this Note.

         In addition to any late payment charge which may be due under this
Note, Maker shall pay interest on all sums due hereunder at a rate (the "Default
Rate") equal to the lesser of (i) the Interest Rate plus four percent (4%) per
annum, or (ii) the maximum rate permitted by law, from and after the first to
occur of the following events: if Holder elects to cause the Acceleration of
Maturity; if a petition under Title 11, United States Code, shall be filed by or
against Maker or if Maker shall seek or consent to the appointment of a receiver
or trustee for itself or for any of the Security, file a petition seeking relief
under the bankruptcy or other similar laws of the United States, any state or
any jurisdiction, make a general assignment for the benefit of creditors, or be
unable to pay its debts as they become due; if a court shall enter an order,
judgment or decree appointing, with or without the consent of Maker, a receiver
or trustee for it or for any of the Security or approving a petition filed
against Maker which seeks relief under the bankruptcy or other similar laws of
the United States, any state or any jurisdiction, and any such order, judgment
or decree shall remain in force, undischarged or unstayed, sixty days after it
is entered; or if all sums due hereunder are not paid on the Maturity Date.

         7. Collection and Enforcement Costs. Maker, upon demand, shall pay
Holder for all costs and expenses, including without limitation attorneys' fees,
paid or incurred by Holder in connection with the collection of any sum due
hereunder, or in connection with enforcement of any of Holder's rights or
Maker's obligations under this Note, the Security Deeds, or any of the other
Loan Documents.

         8. Continuing Liability. The obligation of Maker to pay the Principal
Indebtedness, interest and all other sums due hereunder shall continue in full
force and effect and in no ways be impaired, until the actual payment thereof to
Holder, and in case of a sale or transfer of all or any part of the Security, or
in case of any further agreement given to secure the payment of this Note, or in
case of any agreement or stipulation extending the time or modifying the terms
of payment above recited, Maker shall nevertheless continue to be liable on this
Note, as extended or modified by any such agreement or stipulation, unless
released and discharged in writing by Holder.

         9. Joint and Several Liability. If more than one person, corporation,
partnership or other entity shall execute this Note, then each person and entity
shall be fully liable for all obligations of Maker hereunder, and such
obligations shall be joint and several.

         10. No Oral Changes; Waivers. This Note may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement of
a change is sought. The provisions of this Note shall extend and be applicable
to all renewals, amendments, extensions, consolidations, and modifications of
the other Loan Documents, and any and all references herein to the Loan
Documents shall be deemed to include any such renewals, amendments, extensions,
consolidations, or modifications thereof.

         Maker and any future indorsers, sureties, and guarantors hereof,
jointly and severally, waive presentment for payment, demand, notice of
nonpayment, notice of dishonor, protest of any dishonor, notice of protest, and

protest of this Note, and all other notices in connection with the delivery,
acceptance, performance, default (except notice of default required by the Loan
Documents, if any), or enforcement of the payment of this Note, and they agree
that the liability of each of them shall be unconditional without regard to the
liability of any other party and shall not be in any manner affected by an
indulgence, extension of time, renewal, waiver, or modification granted or
consented to by the Holder; and Maker and all future indorsers, sureties and
guarantors hereof consent to any and all extensions of time, renewals, waivers,
or modifications that may be granted by the Holder hereof with respect to the
payment or other provisions of this Note, and to the release of the collateral,
or any part thereof, with or without substitution, and agree that additional
makers, indorsers, guarantors, or sureties may become parties hereto without
notice to them or affecting their liability hereunder.

         Holder shall not by any act of omission or commission be deemed to
waive any of its rights or remedies hereunder unless such waiver be in writing
and signed by Holder, and then only to the extent specifically set forth
therein; a waiver on one event shall not be construed as continuing or as a bar
to or waiver of such right or remedy on a subsequent event. The acceptance by
Holder of payment hereunder that is less than payment in full of all amounts due
at the time of such payment shall not without the express written consent of
Holder: (i) constitute a waiver of the right to exercise any of Holder's
remedies at that time or at any subsequent time, (ii) constitute an accord and
satisfaction, or (iii) nullify any prior exercise of any remedy.

         No failure to cause an Acceleration of Maturity hereof by reason of an
Event of Default hereunder, acceptance of a past due installment, or indulgences
granted from time to time shall be construed (i) as a novation of this Note or
as a reinstatement of the indebtedness evidenced hereby or as a waiver of such
right of acceleration or of the right of Holder thereafter to insist upon strict
compliance with the terms of this Note, or (ii) to prevent the exercise of such
right of acceleration or any other right granted hereunder or by the laws of the
State of Georgia; and, to the maximum extent permitted by law, Maker hereby
expressly waives the benefit of any statute or rule of law or equity now
provided, or which may hereafter be provided, which would produce a result
contrary to or in conflict with the foregoing.

         To the maximum extent permitted by law, Maker hereby waives and
renounces for itself, its heirs, successors and assigns, all rights to the
benefits of any statute of limitations and any moratorium, reinstatement,
marshalling, forbearance, valuation, stay, extension, redemption and
appraisement now provided, or which may hereafter be provided, by the
Constitution and laws of the United States of America and of any state thereof,
both as to itself and in and to all of its property, real and personal, against
the enforcement and collection of the obligations evidenced by this Note.

         11. Bind and Inure.  This Note shall bind and inure to the benefit of
the parties hereto and their respective legal representatives, heirs, successors
and assigns.

         12. Applicable Law.  The provisions of this Note shall be construed and
enforceable in accordance with the laws of the State of Georgia.

         If any provision of this Note or the application hereof to any person

or circumstance shall, for any reason and to any extent, be invalid or
unenforceable, neither the remainder of this Note nor the application of such
provision to any other person or circumstance shall be affected thereby, but
rather the same shall be enforced to the greatest extent permitted by law,
except that if such provision relates to the payment of a monetary sum, then the
Holder may, at its option, declare the entire indebtedness evidenced hereby due
and payable upon sixty (60) days prior written notice to Maker and, provided no
Event of Default is then continuing, without prepayment fee or premium.

         13. Usury. It is hereby expressly agreed that if from any circumstances
whatsoever fulfillment of any provision of this Note, at the time performance of
such provision shall be due, shall involve transcending the limit of validity
presently prescribed by any applicable usury statute or any other law, with
regard to obligations of like character and amount, then ipso facto the
obligation to be fulfilled shall be reduced to the limit of such validity, so
that in no event shall any exaction be possible under this Note that is in
excess of the limit of such validity. In no event shall Maker be bound to pay
for the use, forbearance or detention of the money loaned pursuant hereto,
interest of more than the current legal limit; the right to demand any such
excess being hereby expressly waived by Holder.

         14. Notice. Any notice, request, demand, statement or consent made
hereunder shall be in writing signed by the party giving such notice, request,
demand, statement or consent, and shall be deemed to have been properly given
when either delivered personally, delivered to a reputable overnight delivery
service providing a receipt or deposited in the United States Mail, postage
prepaid and registered or certified return receipt requested, at the address set
forth below, or at such other address within the continental United States of
America as may have theretofore been designated in writing. The effective date
of any notice given as aforesaid shall be the date of personal service, one (1)
business day after delivery to such overnight delivery service, or three (3)
business days after being deposited in the United States Mail, whichever is
applicable. For purposes hereof, the addresses are as follows:

If to Holder:

            CIGNA Corporation
            c/o CIGNA Investments, Inc.
            900 Cottage Grove Road
            Hartford, CT  06152-2319
            Attn:  Investment Services, S-319

With a copy to:

            CIGNA Corporation
            Investment Law Department
            900 Cottage Grove Road
            Hartford, CT  06152-2215
            Attn:  Real Estate Division, S-215A

If to Maker:

            Century Properties Fund XIX
            5665 Northside Drive,N.W.

            Suite 370
            Atlanta, Georgia 30328

With a courtesy copy to:

            Post & Heymann, LLP
            Suite 214
            100 Jericho Quadrangle
            Jericho, New York 11753
            Attn: David J. Heymann


     Notwithstanding the foregoing agreement to provide a courtesy copy to
Maker's attorneys, such copy shall be a courtesy copy only, and failure to
provide such courtesy copy shall have absolutely no effect or entitle Maker to
any remedy whatsoever. Any notice duly given to Maker shall be effective whether
or not the courtesy copy was given to Maker's attorneys.

     15. Nonrecourse. Except as hereinafter in this Section 15 and in Section 39
of the Security Deeds specifically provided, Maker shall not be personally
liable for the payment of any sums due hereunder or the performance of any
obligations of Maker hereunder or under the other Loan Documents. No judgment
for the repayment of the Principal Indebtedness or interest thereon will be
enforced against the Maker personally or any property of the Maker other than
the Security and other security furnished under the Loan Documents in any action
to foreclose the Security Deeds or to otherwise realize upon any security
furnished under the Loan Documents or to collect any amount payable hereunder.
Notwithstanding the foregoing:

           (a) Nothing herein contained shall be construed as prohibiting Holder
      from exercising any and all remedies which the Loan Documents permit,
      including the right to bring actions or proceedings against Maker and to
      enter a judgment against Maker, so long as the exercise of any remedy does
      not extend to execution against or recovery out of any property of Maker
      other than the security furnished under the Loan Documents;

           (b) Maker shall be fully and personally liable for (i) misapplying
      any condemnation awards or insurance awards attributable to the Security,
      to the full extent of such awards so misapplied, (ii) misapplying any
      security deposits attributable to the Security, to the full extent of such
      deposits so misapplied, (iii) collecting any rents in advance in violation
      of any covenant contained in the Loan Documents, to the full extent of
      such rents so collected in advance, (iv) committing fraud,
      misrepresentation or waste in connection with the operation of the
      Security or the making of the loan evidenced hereby, to the full extent of
      any loss, damage, expense or costs (including reasonable attorneys' fees)
      incurred by Holder resulting from such fraud, misrepresentation or waste,
      (v) failing to pay any debt service on any indebtedness related to the
      Security, operating and maintenance expenses, insurance premiums, deposits
      into a reserve for replacements or other sums required by the Loan
      Documents, but only to the extent of any gross revenues from the Security
      during the period beginning twelve (12) months prior to a notice of
      acceleration to Maker through the date of foreclosure or deed in lieu of
      foreclosure that were available to pay such expenses but were not so used,

      (vi) failing to pay real estate taxes and assessments which are a lien
      against the Security during the period of Maker's ownership (excluding any
      period during which a receiver for the Security has been appointed by a
      court of competent jurisdiction), to the full extent of such unpaid taxes
      (excluding, however, any such real estate taxes and assessments for which
      funds shall have been escrowed by Maker, with or for the benefit of Holder
      for the payment thereof as provided in the Security Deeds), and (vii)
      failing to maintain the levels of insurance required under the Security
      Deeds or any other of the Loan Documents, to the full extent of any
      insurance proceeds that would have been available had such levels of
      insurance been maintained;

           (c) There shall be no limitation, in any event of Maker's personal
      liability under, and the exercise of any of Holder's rights under any
      indemnity from Maker to Holder including but not limited to, the three
      Environmental Indemnification Agreements of even date herewith each from
      Maker, et al., to Payee with regard to the Security except as may be
      expressly set forth therein.

     16. Time of the Essence.  Time is of the essence in this Note and the other
Loan Documents.

     17. Attorneys' Fees. Any reference to "attorney fees" in this document
includes but is not limited to both the fees, charges and costs incurred by
Holder through its retention of outside legal counsel and the allocable fees,
costs and charges for services rendered by Holder's in-house counsel. Any
reference to "attorney fees" shall also include but not be limited to those
attorneys or legal fees, costs and charges incurred by Holder in the collection
of any Principal Indebtedness, the enforcement of any obligations hereunder, the
protection of the Security, the foreclosure of the Security Deeds, the sale of
the Security, the defense of actions arising hereunder and the collection,
protection or setoff of any claim the Holder may have in a proceeding under
Title 11, United States Code. Attorneys' fees provided for hereunder shall
accrue whether or not Holder has provided notice of an Event of Default or of an
intention to exercise its remedies for such Event of Default.

     18. Waiver of Trial by Jury. If and to the extent now or hereafter
enforceable under applicable law, Maker hereby waives its right to a trial by
jury as to any matter arising out of or concerning the subject matter of this
Note.

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

                                       MAKER:

                                       CENTURY PROPERTIES FUND XIX,
                                       a California limited partnership

                                       By:    Fox Partners II, a California
                                              general partnership, its general
                                              partner

                                              By:    Fox Capital Management

                                                     Corporation, a California
                                                     corporation, its general
                                                     partner


                                                     By:
                                                        Name:
                                                        Title:

                                                     Attest:
                                                        Name:
                                                        Title:


                                                        [CORPORATE SEAL]