<PAGE>


                                                                   Exhibit 10(o)

                                                                 PROMISSORY NOTE

Date of Note:
---------------
January 8, 1998

Note Amount:
--------------
$ 17,000,000

Maturity Date:
----------------
February 1, 2008

            THIS PROMISSORY NOTE (this "Note") is made January 8th 1998 by
AMERICAN SEDONAPARTNERS, L.P., a Colorado limited partnership ("Borrower"),
having an address at c/o American Real Estate Investment Corporation, Plymouth
Meeting Executive Campus, 620 Germantown Pike, Suite 200, Plymouth Meeting,
Pennsylvania 19462, to and in favor of COLUMN FINANCIAL, INC., a Delaware
corporation ("Lender"), having an address at 3414 Peachtree Road, N.E., Atlanta,
Georgia 30326-1113.

            FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender,
without any counterclaim, setoff or deduction whatsoever, on the Maturity Date
(as hereinafter defined), at the office of Lender, or at such other place as
Lender may designate to Borrower in writing from time to time, the principal sum
of SEVENTEEN MILLION AND NO/100 DOLLARS ($ 17,000,000.00), together with
interest on so much thereof as is from time to time outstanding and unpaid, from
the date of the advance of the principal evidenced hereby, at the rate of 7.03%
per annum (the "Note Rate"), in lawful money of the United States of America,
which shall at the time of payment be legal tender in payment of all debts and
dues, public and private.

                        ARTICLE I - TERMS AND CONDITIONS

            1.01 Payment of Principal and Interest. Said interest shall be
computed hereunder on the basis of the actual number of days elapsed in a three
hundred sixty (360) day year. In computing the number of days during which
interest accrues, the day on which funds are initially advanced shall be
included regardless of the time of day such advance is made, and the day on
which funds are repaid shall be included unless repayment is credited prior to
close of business. Payments in federal funds immediately available in the place
designated for payment received by Lender prior to 2:00 p.m. local time at said
place of payment on a day on which Lender is open for business shall be credited
prior to close of business, while other payments may, at the option of Lender,
not be credited until immediately available to Lender in federal funds in the
place designated for payment prior to 2:00 p.m. local time at said place of
payment on a day on which Lender is open for business. Such principal and
interest shall be payable, in equal consecutive monthly installments of
$113,445.15 each, beginning on the first day of the second full calendar month
following the date of this Note or month, and continuing on the first day of
each and every month (the "Payment Date") thereafter through and including
February 1, 2008 (the "Maturity Date"), at which time the entire outstanding
principal balance hereof, together with all accrued but


                                       1
<PAGE>

unpaid interest thereon, shall be due and payable in full. Each such monthly
installment shall be applied first to the payment of accrued interest and then
to reduction of principal. If the advance of the principal amount evidenced by
this Note is made on a date other than the first day of a calendar month, then
Borrower shall pay to Lender contemporaneously with the execution hereof
interest at the foregoing interest rate for a period from the date hereof
through and including the last day of the calendar month in which this Note is
funded.

            1.02 Prepayment.

            (a) Borrower shall have the right and option to release the Security
Property (as hereinafter defined) from the lien of the Security Instrument (as
hereinafter defined) in accordance with the terms and conditions of Section 1.38
of the Security Instrument. If the indebtedness of this Note is declared due and
payable by Lender due to a default by Borrower, then any tender of payment of
such indebtedness must include a prepayment fee in an amount equal to the
greater of (A) two percent (2.0%) of the principal amount being prepaid, and (B)
the positive excess of (i) the present value ("Pi') of all future installments
of principal and interest due under this Note including the principal amount due
at maturity (collectively, "All Future Payments"), discounted at an interest
rate per annum equal to the Treasury Constant Maturity Yield Index published
during the second full week preceding the date on which such premium is payable
for instruments having a maturity coterminous with the remaining term of this
Note, over (ii) the principal amount of this Note outstanding immediately before
such prepayment. "Treasury Constant Maturity Yield Index" shall mean the average
yield for "This Week" as reported by the Federal Reserve Board in Federal
Reserve Statistical Release H. 15 (519). If there is no Treasury Constant
Maturity Yield Index for instruments having a maturity coterminous with the
remaining term of this Note, then the index shall be equal to the weighted
average yield to maturity of the Treasury Constant Maturity Yield Indices with
maturities next longer and shorter than such remaining average life to maturity,
calculated by averaging (and rounding upward to the nearest whole multiple of
1/100 of 1% per annum, if the average is not such a multiple) the yields of the
relevant Treasury Constant Maturity Yield indices (rounded, if necessary, to the
nearest 1/100 of 1% with any figure of 1/200 of 1% or above rounded upward). In
the event that any prepayment fee is due hereunder, Lender shall deliver to
Borrower a statement setting forth the amount and determination of the
prepayment fee, and, provided that Lender shall have in good faith applied the
formula described above, Borrower shall not have the right to challenge the
calculation or the method of calculation set forth in any such statement in the
absence of manifest error, which calculation may be made by Lender on any day
during the thirty (30) day period preceding the date of such prepayment. No
prepayment fee or premium shall be due or payable in connection with any
prepayment of the indebtedness evidenced by this Note (i) resulting from
application of insurance or condemnation proceeds as provided in the Security
Instrument at any time during the loan term or (ii) required pursuant to Section
1.25 of the Security Instrument.

            (b) This Note may not be prepaid in whole or in part except
prepayments resulting from Lender applying insurance or condemnation proceeds to
reduce the outstanding principal balance of this Note as provided in the
Security Instrument or in connection with any prepayment pursuant to Section
1.25 of the Security Instrument, in which event no prepayment fee or premium
shall be due. No notice of prepayment shall be required under the circumstance
specified in the preceding sentence. No principal amount repaid may be
reborrowed. Partial payments of principal shall be applied to the unpaid
principal balance evidenced hereby but such application shall not reduce the
amount of the fixed monthly installments required to be paid pursuant to Section
1.01 above.

            (c) Except as otherwise expressly provided in Section 1.02(b! above,
the prepayment fees provided in Section 1.02(a! above shall be due, to the
extent permitted by appli cable law, under any and all circumstances where this
Note is paid prior to the Maturity Date as a result of Lender's exercise of its
rights upon Borrower's default and acceleration of the maturity date of this
Note (irrespective of whether foreclosure proceedings have been commenced), and
shall be in addition to any other sums due hereunder or under any of the other
Loan Documents.


                                       2
<PAGE>

      If the indebtedness of this Note shall have been declared due and payable
by Lender pursuant to Section 1.04 hereof due to a default by Borrower, then any
tender of payment of such indebtedness must include a prepayment fee computed as
provided in Section 1.02(a) above.

            1.03 Security. The indebtedness evidenced by this Note and the
obligations created hereby are secured by, among other things, (a) that certain
Mortgage and Security Agreement (the "Security Instrument") from Borrower, as
mortgagor, to Lender, as mortgagee, dated as of even date herewith, concerning
certain property located in Cumberland County, Pennsylvania, and (b) an
Assignment of Leases and Rents, dated as of even date herewith, by Borrower in
favor of Lender (the "Assignment"). The Security Instrument and the Assignment,
together with this Note, and all other agreements or documents to or of which
Lender is a party or beneficiary now or hereafter evidencing, securing,
guarantying, modifying or otherwise relating to the indebtedness evidenced
hereby, are herein referred to collectively as the "Loan Documents". All of the
terms and provisions of the Loan Documents are incorporated herein by reference.
Some of the Loan Documents are to be filed for record on or about the date
hereof in the appropriate public records.

            1.04 Default. It is hereby expressly agreed that should any default
occur in the payment of principal or interest as stipulated above and such
payment is not made within five (5) days of the date such payment is due
(provided, however, that no grace period is provided for the payment of
principal and interest due on the Maturity Date), or should any other default
occur under any of the Loan Documents which is not cured within any applicable
grace or cure period, including without limitation, any sale, transfer,
conveyance or other transfer in violation of the lterms of Section 1.13 of the
Security Instrument, then a default shall exist hereunder, and in such event the
indebtedness evidenced hereby, including all sums advanced or accrued hereunder
or under any other Loan Document, and all unpaid interest accrued thereon,
shall, at the option of Lender and without notice to Borrower, at once become
due and payable and may be collected forthwith, whether or not there has been a
prior demand for payment and regardless of the stipulated date of maturity. In
the event that any payment is not received by Lender on the date when due
(subject to the applicable grace period), then in addition to any default
interest payments due hereunder, Borrower shall also pay to Lender a late charge
in an amount equal to five percent (5.0%) of the amount of such overdue payment.
So long as any default exists hereunder, regardless of whether or not there has
been an acceleration of the indebtedness evidenced hereby, and at all times
after maturity of the indebtedness evidenced hereby (whether by acceleration or
otherwise), interest shall accrue on the outstanding principal balance of this
Note at a rate per annum equal to four percent (4.0(degree)/) plus the interest
rate which would be in effect horeunder absent such default or maturity, or if
such increased rate of interest may not be collected under applicable law, then
at the maximum rate of interest, if any, which may be collected from Borrower
under applicable law (the "Default Interest Rate"), and such default interest
shall be immediately due and payable. Borrower acknowledges that it would be
extremely difficult or impracticable to determine Lender's actual damages
resulting from any late payment or default, and such late charges and default
interest are reasonable estimates of those damages and do not constitute a
penalty. The remedies of Lender in this Note or in the other Loan Documents, or
at law or in equity, shall be cumulative and concurrent, and may be pursued
singly, successively or together in Lender's discretion. Time is of the essence
of this Note. In the event this Note, or any part hereof, is collected by or
through an attorney-at-law, Borrower agrees to pay all costs of collection
including, but not limited to, reasonable attorney's fees.

            1.05 Exculpation. Notwithstanding anything in the Loan Documents to
the contrary, but subject to the qualifications hereinbelow set forth, Lender
agrees that (i) Borrower shall be liable upon the indebtedness evidenced hereby
and for the other obligations arising under the Loan Documents to the full
extent (but only to the extent) of the security therefor, the same being all
properties (whether real or personal), rights, estates and interests now or at
any time hereafter securing the payment of this Note and/or the other
obligations of Borrower under the Loan Documents (collectively, the "Security
Property"), (ii) if default occurs in the timely and proper payment of all or
any part of such indebtedness evidenced hereby or in the timely and proper
performance of the other obligations of Borrower under the Loan Documents, any
judicial proceedings brought by Lender against Borrower shall be limited to the
preservation, enforcement


                                       3
<PAGE>

and foreclosure, or any thereof, of the liens, security titles, estates,
assignments, rights and security interests now or at any time hereafter securing
the payment of this Note and/or the other obligations of Borrower under the Loan
Documents, and confirmation of any sale under power of sale, and no attachment,
execution or other writ of process shall be sought, issued or levied upon any
assets, properties or funds of Borrower other than the Security Property except
with respect to the liability described below in this section, and (iii) in the
event of a foreclosure of such liens, security titles, estates, assignments,
rights or security interests securing the payment of this Note and/or the other
obligations of Borrower under the Loan Documents, whether by judicial
proceedings or exercise of power of sale, no judgment for any deficiency upon
the indebtedness evidenced hereby shall be sought or obtained by Lender against
Borrower, except with respect to .~the liability described below in this
section; provided, however, that, notwithstanding the foregoing provisions of
this section, Borrower shall be fully and personally liable and subject to legal
action (a) for proceeds paid under any insurance policies (or paid as a result
of any other claim or cause of action against any person or entity) by reason of
damage, loss or destruction to all or any portion of the Security Property, to
the full extent of such proceeds not previously delivered to Lender, but which,
under the terms of the Loan Documents, should have been delivered to Lender, (b)
for proceeds or awards resulting from the condemnation or other taking in lieu
of condemnation of all or any portion of the Security Property, to the full
extent of such proceeds or awards not previously delivered to Lender, but which,
under the terms of the Loan Documents, should have been delivered to Lender, (c)
for all tenant security deposits or other refundable deposits paid to or held by
Borrower or any other person or entity in connection with leases of all or any
portion of the Security Property which are not applied in accordance with the
terms of the applicable lease or other agreement, (d) for rent and other
payments received from tenants under leases of all or any portion of the
Security Property paid more than one (1) Month in advance, (e) for rents,
issues, profits and revenues of all or any portion of the Security Property
received or applicable to a period after any notice of default from Lender
hereunder or under the Loan Documents in the event of any default by Borrower
hereunder or thereunder which are not either applied to the ordinary and
necessary expenses of owning and operating the Security Property or paid to
Lender, (f) for damage to the Security Property as a result of the intentional
misconduct or gross negligence of Borrower or any of its principals, officers or
general partners, or any agent or employee of any such persons, or any removal
of the Security Property in ~ violation of the terms of the Loan Documents, to
the full extent of the losses or damages incurred |~ by Lender on account of
such failure, (g) for Borrower's failure to pay any valid taxes, assessments,
mechanic's liens, materialmen's liens or other liens which could create liens on
any portion of the Security Property which would be superior to the lien or
security title of the Security Instrument or the other Loan Documents, to the
full extent of the amount claimed by any such lien claimant, (h) for all
obligations and indemnities of Borrower under the Loan Documents relating to
hazardous or toxic substances or compliance with environmental laws and
regulations to the full extent of any losses or damages (including those
resulting from diminution in value of L any Security Property) incurred by
Lender as a result of the existence of such hazardous or toxic substances or
failure to comply with environmental laws or regulations, and (i) for fraud or
material misrepresentation by Borrower or any of its principals, officers, or
general partners, any guarantor, any indemnitor or any agent, employee or other
person authorized or apparently authorized to make statements or representations
on behalf of Borrower, any principal, officer or partner of Borrower, any
guarantor or any indemnitor, to the full extent of any losses, damages and
expenses of Lender on account thereof. References herein to particular sections
of the Loan Documents shall be deemed references to such sections as affected by
other provisions of the Loan Documents relating thereto. Nothing contained in
this section shall (i) be deemed to be a release or impairment of the
indebtedness evidenced by this Note or the other obligations of Borrower under
the Loan Documents or the lien of the Loan Documents upon the Security Property,
or (ii) preclude Lender from foreclosing the Loan Documents in case of any
default or


                                       4
<PAGE>

from enforcing any of the other rights of Lender except as stated in this
sections or (iii) limit or impair in any way whatsoever the Hazardous Substances
Indemnity Agreement, dated as of even date herewith, or release, relieve,
reduce, waive or impair in any way whatsoever, any obligation of Borrower under
such Hazardous Substances Indemnity Agreement. 1.06 Defeasance. A Defeasance (as
defined in Section 1.38 of the Security Instrument) shall not constitute a
prepayment under Section 1.02 of this Note.

ARTICLE II - GENERAL CONDITIONS

            2.01 No Waiver: Amendment. No failure to accelerate the debt
evidenced hereby by reason of default hereunder, acceptance of a partial or past
due payment, 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 Lender
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 any applicable laws; and Borrower hereby expressly waives the
benefit of any statute or rule of law or equity


                                       5
<PAGE>

now provided, or which may hereafter be provided, which would produce a result
contrary to or in conflict with the foregoing. No extension of the time for the
payment of this Note or any installment due hereunder, made by agreement with
any person now or hereafter liable for the payment of this Note shall operate to
release, discharge, modify, change or affect the original liability of Borrower
under this Note, either in whole or in part unless Lender agrees otherwise in t:
writing. This Note may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

            2.02 Waivers. Presentment for payment, demand, protest and notice of
demand, protest and nonpayment and all other notices are hereby waived by
Borrower. Borrower hereby further waives and renounces, to the fullest extent
permitted by law, all rights to the benefits of any statute of limitations and
any moratorium, reinstatement, marshalling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption and homestead now or hereafter
provided by the Constitution and laws of the United States of America and of
each 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 or the other Loan Documents.

             2.03 Limit of Validity. The provisions of this Note and of all
agreements between Borrower and Lender, whether now existing or hereafter
arising and whether written or oral, are hereby expressly limited so that in no
contingency or event whatsoever, whether by reason of demand or acceleration of
the maturity of this Note or otherwise, shall the amount paid, or agreed to be
paid ("Interest"), to Lender for the use, forbearance or retention of the money
loaned under this Note exceed the maximum amount permissible under applicable
law. If, from any circumstance whatsoever, performance or fulfillment of any
provision hereof or of any agreement between Borrower and Lender shall, at the
time performance or fulfillment of such provision shall be due, exceed the limit
for Interest prescribed by applicable law or otherwise transcend the limit of
validity prescribed by applicable law, then ipso facto the obligation to be
performed or fulfilled shall be reduced to such limit and if, from any
circumstance whatsoever, Lender shall ever receive anything of value deemed
Interest by applicable law in excess of the maximum lawful amount, an amount
equal to any excessive Interest shall be applied to the reduction of the
principal balance owing under this Note in the inverse order of its maturity
(whether or not then due) or at the option of Lender be paid over to Borrower,
and not to the payment of Interest. All Interest (including any amounts or
payments deemed to be Interest) contracted for, charged, taken, reserved, paid
or agreed to be paid to Lender shall, to the extent permitted by applicable law,
be amortized, prorated, allocated and spread throughout the full term 1,of this
Note, including any extensions or renewals hereof, until payment in full of the
principal balance of this Note so that the Interest thereof for such full period
will not exceed the maximum amount permitted by applicable law. This Section
2.03 will control all agreements between Borrower and Lender pursuant to the
Loan Documents.

            2.04 Use of Funds. Borrower hereby warrants, represents and
covenants that no funds disbursed hereunder shall be used for personal, family
or household purposes.

            2.05 Unconditional Payment. Borrower is and shall be obligated to
pay rincipal, interest and any and all other amounts which become payable
hereunder or under the other Loan Documents absolutely and unconditionally and
without any abatement, postponement, diminution or deduction and without any
reduction for counterclaim or setoff; provided, however that no such payment
shall waive any other rights that Borrower may have. In the event that at any
time any payment received by Lender hereunder shall be deemed by a court of
competent advert of competent


                                       6
<PAGE>

jurisdiction to have been a voidable preference or fraudulent conveyance under
any bankruptcy, insolvency or other debtor relief law, then the obligation to
make such payment shall survive any cancellation or satisfaction of this Note or
return thereof to Borrower and shall not be discharged or satisfied with any
prior payment thereof or cancellation of this Note, but shall remain a valid and
binding obligation enforceable in accordance with the terms and provisions
hereof, and such payment shall be immediately due and payable upon demand.

            2.06 Further Assurances. Borrower shall execute and acknowledge (or
cause to be executed and acknowledged) and deliver to Lender all documents, and
take all actions, reasonably required by Lender 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 the validity, priority and enforceability
of this Note and the other Loan Documents, to subject to the Loan Documents any
property of Borrower 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, modify or change Borrower's obligations under this Note or under
the other Loan Documents.
E.

            2.07 Submission to Jurisdiction: Waiver of Jury Trial (1) BORROWER,
TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO
PERSONAL JURISDIC TION IN THE COMMONWEALTH OF PENNSYLVANIA OVER ANY SUIT, ACTION
OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS NOTE, (B) AGREES
THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF PENNSYLVANIA, (C) SUBMITS
TO THE JURISDICTION OF SUCH COURTS, AND (D) TO THE FULLEST EXTENT PERMITTED BY
LAW, AGREES THAT BORROWER WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY
OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY
ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM) AND BORROWER FURTHER CONSENTS AND
AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE
PREPAID, TO BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED ON THE FIRST PAGE
HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY
RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE
VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY
LAW). (2) EACH OF BORROWER, LENDER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND


                                       7
<PAGE>

VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES
AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACT OR
OMISSION OF BORROWER OR LENDER, OR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS,
PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS
AFFILIATED WITH LENDER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE.

            2.08 Miscellaneous. This Note shall be interpreted, construed and
enforced according to the laws of the State of New York. The terms and
provisions hereof shall be binding upon and inure to the benefit of Borrower and
Lender and their respective heirs, executors, legal representatives, successors,
successors-in-title and assigns, whether by voluntary action of the parties or
by operation of law. As used herein, the terms "Borrower" and "Lender" shall be
deemed to include their respective successors, successors-in-title and assigns,
whether by volun tary action of the parties or by operation of law, subject to
the limitations set forth in Section 1.05 above. Subject to the limitations set
forth in Section 1.05 above, if Borrower consists of more than one person or
entity, each shall be jointly and severally liable to perform the obligations of
Borrower under this Note. All personal pronouns used herein, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural and vice versa. Titles of articles and
sections are for convenience only and in no way define, limit, amplify or
describe the scope or intent of any provisions hereof. Capitalized terms used in
this Note and not otherwise defined herein shall have the meaning ascribed to
them in the Security Instrument or in the other Loan Documents. Time is of the
essence with respect to all provisions of this Note, the Security Instrument and
the other Loan Documents. This Note and the other Loan Documents contain the
entire agreements between the parties hereto relating to the subject matter
hereof and thereof and all prior agreements relative hereto and thereto which
are not contained herein or therein are terminated. This Note is a sealed
instrument.

            2.09 Confession of Judgment. (1) THE FOLLOWING PARAGRAPH SETS FORTH
A WARRANT OF AUTHORITY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWER IN
GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST THE BORROWER, THE
BORROWER HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND, ON THE ADVICE OF
THE SEPARATE COUNSEL OF BORROWER, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS
BORROWERHAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE
RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF
PENNSYLVANIA. (2) BORROWER IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR
THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR
ELSEWHERE, TO APPEAR FOR BORROWER AT ANY TIME AFTER DEFAULT UNDER THIS NOTE OR
UNDER THE LOAN DOCUMENTS IN ANY ACTIOIN BROUGHT AGAINST BORROWER ON THIS


                                       8
<PAGE>

NOTE AT THE SUIT OF LENDER, AS OF ANY TERM, AND IN THAT ACTION TO CONFESS OR
ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE UNPAID PRINCIPAL OF THIS NOTE AND
ALL OTHER SUMS DUE UNDER THIS NOTE OR THE LOAN DOCUMENTS, AND ALL INTEREST
ACCRUED ON THOSE AMOUNTS, TOGETHER WITH COSTS OF SUIT, ATTORNEY'S COMMISSION FOR
COLLECTION OF FIVE PERCENT (5%) OF THE TOTAL AMOUNT THEN DUE BY BORROWER TO
LENDER (BUT IN ANY EVENT NOT LESS THAN TEN THOUSAND DOLLARS ($10,000.00)),
TOGETHER WITH INTEREST ON ANY JUDGMENT OBTAINED BY LENDER AT THE DEFAULT
INTEREST RATE, SPECIFIED IN THE NOTE AFTER DEFAULT, INCLUDING INTEREST AT THAT
RATE FROM AND AFTER THE DATE OF ANY SHERIFF'S OR JUDICIAL SALE UNTIL ACTUAL
PAYMENT IS MADE TO LENDER OF THE FULL AMOUNT DUE LENDER; AND FOR SO DOING THIS
NOTE OR A COPY OF IT VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE
AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY ANY
EXERCISE OF IT BUT SHALL CONTINUE FROM THE TO TIME AND AT ALL TIMES UNTIL
PAYMENT IN FULL OF ALL THE AMOUNTS DUE UNDER THIS NOTE.


                                       9
<PAGE>

            IN WITNESS WHEREOF, the Borrower, intending to be legally bound
            hereby has duly executed this Note on the day and year first written
            above.

                                   BORROWER: AMERICAN SEDONA PARTNERS, L.P.,
                                              a Colorado limited partnership

By: American Sedona Corp.,
a Colorado corporation, its
general partner
By: /s/ Jeffrey E. Kelter

January 8, 1998


                                       10