Exhibit 10.7
                                                                                


                                       PRO
                               SECURITY AGREEMENT
                                    (PLEDGE)

         FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
acknowledged, PLAZA REALTY ONE LIMITED PARTNERSHIP, a Texas limited partnership,
whose address is 12221 Merit Drive, Suite 1030, Dallas, Texas 75251 ("Debtor" or
"PRO"), grants to GERANT INDUSTRIES,  INC., a Nevada corporation,  whose address
is 1875  Century  Park East,  Suite  2130,  Los  Angeles,  Los  Angeles  County,
California 90067 ("Secured Party"),  the security interests (and the pledges and
assignments as applicable)  hereinafter  set forth and agrees with Secured Party
as follows ("Agreement"):

     1.    OBLIGATIONS   SECURED.   The  security   interests  and  pledges  and
assignments as applicable  granted hereby are to secure the punctual payment and
performance of the following  obligations and  indebtedness of Debtor to Secured
Party:

           The non-recourse  Promissory Note dated August 19, 1994, executed and
payable by Debtor to Secured Party in the original principal sum of FOUR HUNDRED
THOUSAND AND NO/100 DOLLARS ($400,000.00) ("Note"); and

any and all extensions,  renewals, modifications and rearrangements thereof (all
of which  together  with the Note are  herein  collectively  referred  to as the
"Obligations").

     2.    DESCRIPTION  OF  COLLATERAL.  Debtor  hereby  grants to Secured Party
security  interests (and hereby  pledges and assigns as  applicable)  and agrees
that Secured Party shall  continue to have  security  interests in (and a pledge
and assignment of as applicable) the Collateral as hereinafter defined.

           The  term  "Collateral"  as used in this  Agreement  shall  mean  and
include,  and the security interests (and pledges and assignments as applicable)
shall cover the following:

           400,000  units of limited  partnership  interest  ("Units") in United
Realty Group, L.P., a Delaware limited partnership ("Partnership"),  acquired by
Debtor from Secured Party  contemporaneously  herewith  pursuant to the Exchange
Agreement,  dated June 20,  1994,  between  Debtor and  Secured  Party,  being a
portion of the  900,000  Units  issued to Secured  Party by the  Partnership  in
consideration   of  contributions  by  Secured  Party  to  the  capital  of  the
Partnership pursuant to Redemption Agreement,  dated July 1, 1993 between Debtor
and Secured Party;  together with any distributions in cash, other securities or
property or other proceeds with respect to the Units.

     3.    DELIVERY   OF   COLLATERAL   AND   PROCEEDS.   The   Collateral   has
     contemporaneously  been  delivered  into the possession of Secured Party by
     delivery of certificates  evidencing the Units accompanied by assignment of
     the Units separate from  certificates,  duly executed in blank.  Subject to
     the  restrictions  on sale or transfer of any of the Collateral as provided
     in this  Agreement and the Exchange  Agreement,  Debtor shall  promptly pay


                                                                    Exhibit 10.7
<PAGE>


     over and deliver,  or cause to be directly paid and  delivered,  to Secured
     Party any and all  distributions  or proceeds  of sale with  respect to the
     Units,  all of which  proceeds  shall be paid to Secured  Party and applied
     upon the Obligations. Any credit to be given to Debtor upon the Obligations
     shall be first  applied to any accrued  interest and then to the  principal
     amount thereof.

     4.    PARTIAL RELEASES. Secured Party shall release to Debtor one Unit held
     as Collateral for each $1.00 principal amount of the Note paid,  prepaid or
     credited  as  provided  in the  Note in  increments  of  25,000  Units  for
     principal reductions aggregating $25,000 or more. Upon receiving cumulative
     principal payments aggregating $25,000 or more, Secured Party shall release
     one Unit held as Collateral for each $1.00 of principal payments.

     5.    REPRESENTATIONS,   WARRANTIES   AND   COVENANTS  OF  DEBTOR.   Debtor
     represents  and warrants to and covenants and agrees with Secured  Party as
     follows:

           (a) Ownership of  Collateral.  Debtor owns the Collateral and has the
right and authority to transfer the Collateral to Secured Party,  free and clear
of all  liens,  encumbrances  and  claims of  others,  except  for the  security
interest  granted by this Agreement  (collectively,  "Permitted  Encumbrances").
Debtor's security interest in the Collateral shall be a first priority.

           (b) No Transfer or Encumbrance. Debtor has not and shall not, without
the prior written  consent of Secured Party,  sell,  assign,  pledge,  transfer,
dispose of or deal with the Collateral,  or create or permit any lien,  security
interest,  charge or other encumbrance thereon, by or through Debtor, except for
the Permitted Encumbrances, on any portion of the Collateral.

           (c) No  Financing  Statements.  There is no  financing  statement  or
similar  filing  now on file  in any  public  office  covering  any  part of the
Collateral,  by or through  Debtor,  except those filed in  connection  with the
Permitted  Encumbrances,  and Debtor will not execute,  and there will not be on
file in any public  office,  any financing  statement or similar  filing,  by or
through Debtor,  except the financing  statements  filed or to filed in favor of
Secured Party pursuant to this Agreement.

           (d)  Authority.  Debtor has full right and  authority  to execute and
perform  this  Agreement  and to create the security  interest  (and pledges and
assignment as applicable) created by this Agreement.  The making and performance
by Debtor of this  Agreement  will not  violate any  certificate  or articles of
incorporation,  bylaws or similar document  respecting  Debtor, any provision of
law,  any  order of court or  governmental  agency,  or any  indenture  or other
agreement  to which  Debtor is a party,  or by which  Debtor or any of  Debtor's
property is bound,  or be in conflict with,  result in a breach of or constitute
(with due notice  and/or  lapse of time) a default  under any such  indenture or
other  agreement,  or result in the creation or imposition of any charge,  lien,
security interest,  claim or encumbrance of any and every nature whatsoever upon
the Collateral, by or through Debtor, except as contemplated by this Agreement.

           (e) Addresses.  The address of Debtor  designated at the beginning of
this Agreement is Debtor's chief executive  office.  Debtor agrees not to change


                                                                    Exhibit 10.7
<PAGE>


such address without advance written notice to Secured Party.

           (f)  Assessments.  Debtor  shall  promptly  pay when  due all  taxes,
assessments, license fees, registration fees, and governmental charges levied or
assessed against Debtor or with respect to the Collateral or any part thereof.

           (g) No Encumbrances.  Except for the Permitted  Encumbrances,  Debtor
agrees not to suffer or permit any  charge,  lien,  security  interest,  adverse
claim or encumbrance of any and every nature  whatsoever  against the Collateral
or any part thereof, by or through Debtor.

           (h) No Transfer.  Debtor shall not, without the prior written consent
of Secured Party,  sell,  assign,  pledge,  transfer,  encumber,  hypothecate or
dispose of the Collateral, or any part thereof, or interest therein, or offer to
do any of the foregoing.

           (i) Notices and Reports.  Debtor shall promptly  notify Secured Party
in writing of any  change in the name,  identity  or  structure  of Debtor,  any
charge,  lien,  security  interest,  claim or encumbrance  asserted  against the
Collateral,  any litigation  against Debtor or the Collateral,  any theft, loss,
injury or similar  incident  involving the  Collateral,  and any other  material
matter adversely  affecting Debtor or the Collateral.  Debtor shall furnish such
other reports,  information and data regarding Debtor's financial  condition and
operations,  the  Collateral and such other matters as Secured Party may request
from time to time.

           (j)  Additional  Filings.  Debtor  agrees to execute and deliver such
financing statement or statements, or amendments thereof or supplements thereto,
or other  documents  as Secured  Party may from time to time require in order to
confirm and perfect the security  interest in the Collateral  hereby granted and
to comply with the California uniform commercial Code (or other applicable state
law of the jurisdiction  where any of the Collateral is located) and to preserve
and protect the Secured Party's rights to the Collateral.

           (k)  Protection of Collateral.  Secured  Party's duty with respect to
the  Collateral  shall be  solely  to use  reasonable  care in the  custody  and
preservation  of the  Collateral  in the  possession of Secured  Party.  Secured
Party,  at its  option,  whether  before  or  after  default,  but  without  any
obligation whatsoever to do so, may (i) discharge taxes, claims, charges, liens,
security  interests,  assessments or other  encumbrances of any and every nature
whatsoever at any time levied,  placed upon or asserted  against the Collateral,
(ii) place and pay for insurance on the  Collateral,  including  insurance  that
only protects  Secured Party's  interest,  (iii) pay for the preservation of the
Collateral,  (iv)  pay  any  filing,  recording,   registration,   licensing  or
certification  fees or other fees and charges related to the Collateral,  or (v)
take any other action to preserve and protect the Collateral and Secured Party's
rights and remedies  under this Agreement as Secured Party may deem necessary or
appropriate.  Debtor  agrees that Secured Party shall have no duty or obligation
whatsoever to take any of the foregoing action,  except for payment or discharge
of any liens or  encumbrances  affecting the  Collateral  by or through  Secured
Party.  Debtor  agrees to promptly  reimburse  Secured Party upon demand for any
payment  made or any  expense  incurred by the  Secured  Party  pursuant to this
authorization.  These payments and expenditures,  together with interest thereon


                                                                    Exhibit 10.7
<PAGE>


from date  incurred  until paid by Debtor at the maximum  contract  rate allowed
under applicable  laws, which Debtor agrees to pay, shall constitute  additional
Obligations  and  shall be  secured  by and  entitled  to the  benefits  of this
Agreement.   Secured  Party  shall  not  be  responsible  in  any  way  for  any
depreciation  in value of the  Collateral,  or to preserve  rights against prior
parties or to enforce  collection  of the  Collateral  by legal  proceedings  or
otherwise.  The sole duty of Secured  Party  with  respect  to  proceeds  of the
Collateral  shall be to receive  collections,  remittances  and payments on such
Collateral as and when made and as received by Secured Party,  and at the option
of  Secured  Party,  in its sole  discretion,  to apply the amount or amounts so
received,  after deduction of any collection costs incurred, as payment upon the
Note to the extent of payments then due and payable or upon the Obligations,  or
to hold the same for the account and order of Debtor.

           (l)  Inspection.  Debtor shall at all reasonable  times allow Secured
Party by or through any of its officers,  agents,  attorneys or accountants,  to
examine the  Collateral,  wherever  located,  and  to  examine and make extracts
from  Debtor's  books  and  records  with  respect  to all  entries  or  matters
pertaining to the Collateral.

           (m) Further Assurances.  Debtor shall do, make, procure,  execute and
deliver  all  such and  further  acts,  things,  deeds,  interests,  assurances,
documents  and  instruments  as Secured  Party may require  from time to time to
protect, assure and enforce Secured Party's. rights and remedies.

     6.    EVENTS OF  DEFAULT.  Debtor  shall be in default  hereunder  upon the
happening of any of the following  events or  conditions  ("Events of Default"):
(i) failure to pay when due (whether by  acceleration  of maturity or otherwise)
any payment of principal,  interest or other amount due on any Obligation;  (ii)
the dissolution,  liquidation,  termination of existence,  insolvency,  business
failure or winding-up of Debtor;  (iii) the  commission of any act of bankruptcy
by,  or the  application  for  appointment  of a  receiver  or any  other  legal
custodian  for any  part of the  property  of,  assignment  for the  benefit  of
creditors  by, or the  commencement  of any  proceedings  under any  bankruptcy,
arrangement,  reorganization,  insolvency,  or  similar  laws for the  relief of
debtors by or against, the Debtor or any maker, endorser,  guarantor,  surety or
other party primarily or secondarily liable for any of the Obligations; (iv) the
filing of any levy, attachment,  execution, garnishment or other process against
the  Debtor  with  respect  to any of the  Collateral;  (v)  the  breach  of any
representation, warranty or covenant by Debtor; (vi) the breach by the Debtor of
any  of  the  terms  or  conditions  of  the  Exchange  Agreement  or any of the
agreements  incorporated  by reference into the Exchange  Agreement,  except for
defaults  in payment of the  "Distribution  Obligation"  as defined in Article I
(ii) of the United Security  Agreement;  or (vii) a breach by the Partnership of
its Redemption obligations as defined in the United Security Agreement.

     7.    REMEDIES. Upon the occurrence of an Event of Default,  Secured Party,
at its option, shall be entitled to proceed in accordance with the following:

           (a) Non-Recourse Obligations. Anything contained in this Agreement to
the contrary notwithstanding,  Debtor (which term for purposes of this paragraph
shall include Debtor, any party holding by, through or under Debtor, any partner
of Debtor, any party acting for Debtor, and any successors or assigns of Debtor)


                                                                    Exhibit 10.7
<PAGE>


shall not be  personally  liable for  payment of any amounts  payable  under the
terms of the Note or under this Agreement  securing the payment thereof,  and in
the event of default  under the terms of the Note or under this  Agreement,  the
sole and  exclusive  remedy of Secured  Party shall be, and Secured  Party shall
rely solely upon,  foreclosure of the security  interest  against the Collateral
securing  payment of the Note and all  Obligations of Debtor to Secured Party to
satisfy  the  Obligations  of Debtor to Secured  Party  under the Note and under
Agreement,  and no  deficiency or other money  judgment  shall ever be sought or
obtained  against  Debtor with respect to any  Obligations  of Debtor to Secured
Party,  except in the case of a material breach by PRO of any  representation or
warranty contained in this Agreement.

           (b) Remedies. Subject to paragraph (a) of this Section, Secured Party
shall have all of the rights and remedies  provided for in this Agreement and in
the Note, the rights and remedies of the Uniform  Commercial Code of California,
and any and all of the rights and  remedies  at law and in equity,  all of which
shall be deemed cumulative,  with respect to foreclosure against the Collateral.
Without limiting the foregoing,  Debtor agrees that Secured Party shall have the
right to: (i) accelerate  and declare the entire  remaining  principal  balance,
together with accrued interest,  on the Note and all other obligations under the
obligations to be immediately  due and payable,  (ii) require Debtor to assemble
the Collateral  and make it available to Secured Party at a place  designated by
Secured Party that is reasonably convenient to both parties, which Debtor agrees
to do; (iii)  peaceably take  possession of the Collateral and remove same, with
or without judicial process;  (iv) sell, or otherwise dispose of the Collateral,
at one or more locations,  by public or private  proceedings for cash or credit,
without  assumption of credit risk;  and/or (v) whether before or after default,
collect and receipt for,  compound,  compromise,  and settle, and give releases,
discharges  and  acquittance  with  respect to any and all  amounts  owed by any
person or entity  with  respect  to the  Collateral.  Unless the  Collateral  is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a recognized market, Secured Party will send Debtor reasonable notice of
the time and place of any  public  sale or of the time after  which any  private
sale or other  disposition will be made. Any requirement of reasonable notice to
Debtor  shall be met is such notice is mailed,  postage  paid,  to Debtor at the
address of Debtor  designated at the beginning of this Agreement,  at least five
(5) days  before  the day of any public  sale or least five (5) days  before the
time after which any private sale or other disposition will be made.

           (c)  Transfer   Restrictions.   in   connection   with  any  proposed
foreclosure  or sale of the  Collateral  to a purchaser or  transferee  (whether
purchased by Secured  Party or a third party) or retention of the  Collateral by
Secured Party (any such  purchaser,  transferee  or,  holder being  collectively
herein  referred  to  as  "purchaser"),  the  purchaser  shall  be  required  to
acknowledge in writing to and for the benefit of Debtor and the Partnership with
respect  to the Units  that (i) the  Units  have not been  registered  under the
Securities Act of 1933, as amended (the "Act"),  or any state securities law and
that no  transfer  of the  securities  may be made  unless  the  securities  are
registered under the Act and any applicable state securities law or an exemption
from such  registration is available;  (ii) the purchaser,  either alone or with
such  purchaser's  attorneys,  accountants  or  other  advisors,  possesses  the
requisite  business and  investment  knowledge  and  experience  to  effectively
evaluate the potential  risks and merits of the  investment in the Units;  (iii)
the  purchaser  has  sufficient  financial  ability  and net  worth  to bear the


                                                                    Exhibit 10.7
<PAGE>


economic risk of the  investment  in the Units for an indefinite  period of time
and to withstand a total loss of the purchaser's  investment in the units;  (iv)
the  purchaser  is  acquiring  the Units for  investment  purposes,  solely  for
purchaser's  own  account  and not with a view  to the  distribution  or  resale
thereof;  and (v) the purchaser will not resell the Units, except pursuant to an
effective  registration  statement  under  the  act  and  any  applicable  state
securities laws or pursuant to an available exemption therefrom.

           (d) Expenses. Debtor shall not be liable for the expenses incurred by
Secured  Party in  enforcing  its rights and  remedies,  in  retaking,  holding,
testing,  improving,  selling,  leasing or disposing of the Collateral,  or like
expenses,  including,  without  limitation,  attorneys'  fees and legal expenses
incurred by Secured Party.

           (e) Proceeds;  Surplus;  Deficiencies.  Proceeds  received by Secured
Party from disposition of the Collateral shall be applied toward Secured Party's
expenses  and other  Obligations  in such order or manner as  Secured  Party may
elect.  Debtor  shall be entitled to any  surplus if one  results  after  lawful
application  of the  proceeds.  Debtor  shall not be liable for any  deficiency,
except as stated in Section 7(a) of this Agreement.

           (f) ,  Possessory  Remedies.  Secured  Party  may at any  time  after
default  transfer  the  Collateral  to itself or its  nominee,  receive  income,
including  money,  thereon and hold the income as Collateral or apply the income
to the  Obligations of Debtor to Secured Party,  the manner and  distribution of
the application to be in the sole discretion of Secured Party. Secured Party may
at any time after default  demand,  sue for,  collect or make any  compromise or
settlement  with  reference  to the  Collateral  as Secured  Party,  in its sole
discretion,  chooses. Secured Party may delay exercising or omit to exercise any
right or remedy under this Security  Agreement without waiving that or any other
past,  present or future  right or remedy,  except in writing  signed by Secured
Party.

           (g) Remedies  Cumulative.  The rights and  remedies of Secured  Party
with respect to foreclosure  against the Collateral after default are cumulative
and the  exercise  of any one or more of the  rights  or  remedies  shall not be
deemed  an  election  of  rights or  remedies  or a waive of any other  right or
remedy.  Secured Party may remedy any default and may waive any default  without
waiving the default  remedied and without  waiving any other prior or subsequent
default.

     8.    OTHER AGREEMENTS.

           (a) Savings  Clause.  Notwithstanding  any  provision to the contrary
herein,  or in any of the  documents  evidencing  the  Obligations  or otherwise
relating  thereto,  no such  provision  shall  require the payment or permit the
collection of interest in excess of the maximum  permitted by  applicable  usury
laws. If any such excessive  interest is so provided for, then in such event (i)
the  provisions  of this  paragraph  shall govern and control,  (ii) neither the
Debtor nor its  successors  or assigns or any other party liable for the payment
thereof,  shall be  obligated  to pay the amount of such  interest to the extent
that is in excess of the maximum amount  permitted by law, (iii) any such excess
interest that may have been  collected  shall be, at the option of the holder of
the instrument evidencing the Obligation, either applied as a credit against the


                                                                    Exhibit 10.7
<PAGE>


then unpaid principal amount thereon or refunded to the maker thereof,  and (iv)
the effective  rate of interest  shall be  automatically  reduced to the maximum
lawful rate under the applicable usury laws as now or hereafter construed by the
courts having jurisdiction.

           (b)  Waivers.  Except as expressly  provided  herein,  Debtor  hereby
waives demand, notice of intention to accelerate, notice of acceleration, notice
of non-payment,  presentment,  protest, notice of dishonor and any other similar
notice whatsoever.

           (c) Severability.  Any provision hereof found to be invalid by courts
having  jurisdiction  shall be invalid only with respect to such  provision (and
then only to the extent  necessary  to avoid  such  invalidity).  The  offending
provision  shall be  modified  to the  maximum  extent  possible  to confer upon
Secured Party the benefits intended thereby.  Such provision as modified and the
remaining  provisions  hereof shall be construed and enforced to the same effect
as if such  offending  provision  (or portion  thereof)  had not been  contained
herein, to the maximum extent possible.

           (d) Use of Copies. Any carbon,  photographic or other reproduction of
any financing  statement signed by Debtor is sufficient as a financing statement
for all purposes,  including without  limitation,  filing in any state as may be
permitted by the provisions of the Uniform Commercial Code of such state.

           (e) Relationship to Other Agreements. This Security Agreement and the
security  interests (and pledges and  assignments as applicable)  herein granted
are in addition to (and not in  substitution,  novation or discharge of) any and
all prior or contemporaneous security agreements,  security interests,  pledges,
assignments,  liens, rights, titles or other interests in favor of Secured Party
or assigned to Secured Party by others in connection with the  Obligations.  All
rights and remedies of Secured Party in all such agreements are cumulative,  but
in the  event of  actual  conflict  in  terms  and  conditions,  the  terms  and
conditions of the latest security agreement shall govern and control.

           (f) Notices. Any notice or demand given by Secured Party to Debtor in
connection  with this  Agreement,  the Collateral or the  obligations,  shall be
deemed given when received by the Debtor at the address of Debtor  designated at
the  beginning  of this  Agreement.  Actual  notice  to Debtor  shall  always be
effective no matter how given or received.

           (g) Headings and Gender. Paragraph headings in this Agreement are for
convenience  only and shall be given no meaning or  significance in interpreting
this Agreement. All words used herein shall be construed to be of such gender or
number as the circumstances require.

           (h) Amendments.  Neither this Agreement nor any of its provisions may
be changed,  amended,  modified,  waived or  discharged  orally,  but only by an
instrument  in  writing  signed by the party  against  whom  enforcement  of the
change, amendment, modification, waiver or discharge is sought.

           (i)  Continuing  Agreement.  The security  interest  (and pledges and
assignments as applicable) hereby granted and all of the terms and provisions in
this Agreement shall be deemed a continuing agreement and shall continue in full
force and effect until terminated in writing. Any such revocation or termination


                                                                    Exhibit 10.7
<PAGE>


shall only be effective if explicitly  confirmed in a signed  writing  issued by
Secured  Party  to  such  effect  and  shall  in no way  impair  or  affect  any
transactions  entered into or rights created or Obligations  incurred or arising
prior to such  revocation or  termination,  as to which this Agreement  shall be
fully operative until same are. repaid and discharged in full.  Unless otherwise
required by applicable law,  Secured Party shall be under no obligation to issue
a termination  statement or similar  documents  unless  Debtor  requests same in
writing  and,  provided  further,  that all  Obligations  have been  repaid  and
discharged  in full and there are no  commitments  to make  advances,  incur any
Obligations or otherwise give value.

           (j) Binding Effect.  The provisions of this Security  Agreement shall
be binding upon the successors and assigns of Debtor and the rights,  powers and
remedies of Secured Party hereunder shall inure to the benefit of the successors
and assigns of Secured Party.

           (k)  Assignment.  This Security  Agreement,  Secured  Party's rights,
hereunder or the  indebtedness  hereby  secured may be assigned by Secured Party
conditioned  on the  agreement  by Secured  Party that  Secured  Party shall not
assign this security  Agreement  (Pledge)  unless the assignee and transferee of
Secured Party shall  expressly  agree to be bound by the terms and conditions of
the Note and this Security Agreement (Pledge).

           (l) Attorneys'  Fees. In the event that legal action is instituted to
enforce or interpret the  provisions of this  Agreement,  the  prevailing  party
shall be entitled to reasonable attorneys' fees plus all reasonable expenses and
costs of such action.

           (m)  Government  Law. This Security  Agreement  shall be governed and
interpreted in accordance with the laws of the State of California.

     EXECUTED this 19 day of August, 1994.

PLAZA REALTY ONE LIMITED PARTNERSHIP                GERANT INDUSTRIES, INC.

BY:  COMMERCE PROFESSIONAL GROUP, INC.
                                                    By: /s/ Alfred J. Moran  
                                                    -----------------------
     By: /s/ Jimmy E. Nix                           Alfred J. Moran
         ------------------------------             President
         Jimmy E. Nix, President                                   

                                                    
     By: /s/ Richard F. Watkins
        ------------------------------
        Richard F. Watkins
        Vice President



                "Debtor"                               "Secured Party"



                                                                    Exhibit 10.7

<PAGE>


                      PLAZA REALTY ONE LIMITED PARTNERSHIP

                                 PROMISSORY NOTE

$400,000.00                       Dallas, Texas                  August 19, 1994



         FOR VALUE  RECEIVED,  Plaza  Realty one  Limited  Partnership,  a Texas
limited partnership, of Dallas, Texas, (herein called "Maker"), promises to pay,
without  recourse,  to Gerant  Industries,  Inc.,  a Nevada  corporation  of Los
Angeles, California (herein called "Payee") the sum of Four Hundred Thousand and
No/100  DOLLARS  ($400,000.00)  in lawful money of the United States of America,
together  with interest  accruing from date hereof on the principal  amount from
time to time remaining  unpaid at the rate of eight percent (8%) per annum.  All
past due  principal  hereof and interest  thereon  shall bear  interest from the
maturity of such  principal  and interest at the maximum  rate of interest  from
time to time permitted by the applicable laws of the State of California. Except
as otherwise  provided herein, all payments of both principal and interest shall
be payable to Payee at 1875 Century  Park East,  Suite 2130,  Los  Angeles,  Los
Angeles County, California 90067, or such other place in the State of California
as Payee may designate to Maker in writing.

         This  note  shall  mature  and the  entire  principal  balance  hereof,
together with all accrued interest thereon,  shall be due and payable August 18,
1999.  Maker may otherwise  prepay in whole,  or from time to time in part,  and
without any premium or penalty  therefor,  any portion of the  principal  amount
hereof then remaining  unpaid  together with all accrued but unpaid  interest on
this  note,  (i) in cash  or  (ii) by  credit  for  any  Conversion  Premium  as
hereinafter  defined  from the  date  such  Conversion  Premium  is  determined.
Interest shall cease to run on such part of the principal amount hereof as shall
be so prepaid from the date of such prepayment.  All payments made hereunder and
any  prepayment  made  hereunder  shall be applied  first to accrued  but unpaid
interest on this note and the balance to principal.

         The  principal  of this note shall be reduced,  credited and prepaid by
the amount of any Conversion Premium (hereinafter  defined) realized by Payee at
any time and from time to time from disposition,  sale, or otherwise from common
units of limited partnership  ("Units") of United Realty Group, L.P., a Delaware
limited  partnership   ("Partnership")  acquired  by  Payee  by  virtue  of  its
conversion of Class C Units of the Partnership into units ("Conversion  Units").
It is intended that the Conversion Premium shall mean the cumulative  difference
between  the Per Unit  Selling  Price  from  each  Conversion  Unit,  either  by
disposition  or valuation  as below noted,  less the $1.00 unit par value of the
Class C Units. Accordingly by way of definition:

         (a) For any Conversion Units sold by Payee but not sold in a bona fide,
third-party  sale within an  established  public  market,  through a  securities
dealer  licensed  by  the  National  Association  of  Securities  Dealers  or an
equivalent body ("Outside  Sale"),  then the term "Per Unit Selling Price" means
the  price of a Unit as of any date of sale,  (i) if the  Units  are  listed  or
admitted to trading on one or more  exchanges  registered  under Section 6(a) of
the  Securities  Exchange Act of 1934, as amended  ("National  Exchanges"),  the
average of the last  reported  sales  prices per Unit regular way or, in case no


                                                                    Exhibit 10.7
<PAGE>


such  reported  sale has taken  place on any such day,  the  average of the last
reported  bid and asked  prices  per Unit  regular  way,  in either  case on the
principal  National  Exchange  on which  the Units are  listed  or  admitted  to
trading,  for the four (4) trading days immediately  preceding the date of sale;
(ii) if the units are not listed or admitted  to trading on a National  Exchange
but are quoted by the  National  Association  of  Securities  Dealers  Automated
Quotation System  ("NASDAQ"),  the average of the closing bid price per Unit for
the four (4) trading days immediately  preceding such date of sale, as furnished
by  the  National  Quotation  Bureau   Incorporated  or  such  other  nationally
recognized  quotation  service as may be selected  by Maker for such  purpose if
said Bureau is not at the time furnishing quotations;  or (iii) if the Units are
not listed for  trading on a  National  Exchange  or quoted by NASDAQ,  Per Unit
Selling  Price shall be calculated as an amount equal to the net book value of a
Unit as of such date of sale.  The Per Unit Selling  Price as determined in (i),
(ii), or (iii) above as applicable  less $1.00 shall be the "Per Unit  Premium."
The cumulative Per Unit Premium for all Conversion  Units sold in this manner is
the "Outside Sale Premium."

         (b) In the  event  that  Conversion  Units  are sold by Payee in a bona
fide,  third  party  sale,  within  an  established  public  market,  through  a
securities dealer licensed by the National  Association of Securities Dealers or
an equivalent body ("Market Sale"), then "Per Unit Selling Price" shall mean the
per Unit net proceeds  received by Payee from such sale. The cumulative Per Unit
Selling Price less $1.00 for each  Conversion  Unit sold in this manner shall be
called  the  "Per  Unit  Premium."  The  cumulative  Per  Unit  Premium  for all
Conversion Units sold in this manner is the "Market Sale Premium."

         (c)  In  the  event  that  as  of a  determination  date,  Payee  holds
conversion  units which have not been sold as noted in the instances  above, the
"Per Unit Selling  Price" means sixty percent (60%) of the price of a conversion
Unit held as of a  determination  date with the price being (i) if the Units are
listed or  admitted to trading on a National  Exchange,  the average of the last
sales  price per Unit  regular way or, in case no such  reported  sale has taken
place on any such day, the average of the last reported bid and asked prices per
Unit regular way, in either case on the principal National Exchange on which the
Units  are  listed  or  admitted  to  trading,  for the  four (4)  trading  days
immediately  preceding the determination  date; (ii) if the Units are not listed
or admitted  to trading on a National  Exchange  but are quoted by the  National
Association of Securities  Dealers Automated  Quotation System  ("NASDAQ"),  the
average  of the  closing  bid  price  per Unit for the  four  (4)  trading  days
immediately  preceding such date of determination,  as furnished by the National
Quotation  Bureau  Incorporated or such other  nationally  recognized  quotation
service as may be  selected  by Maker for such  purpose if said Bureau is not at
the time furnishing quotations; or (iii) if the Units are not listed for trading
on a  National  Exchange  or quoted by NASDAQ,  an amount  equal to the net book
value of a Unit as of such date of determination.  The Per Unit Selling Price as
determined  in (i),  (ii) or (iii) above as  applicable  less $1.00 shall be the
"Per Unit Premium." The cumulative Per Unit Premium  multiplied by the number of
Conversion  Units held as of a  determination  date shall mean the "Shares  Held
Premium."

         As of any  determination  date,  "Conversion  Premium"  shall  mean the
cumulative sum of the Outside Sale Premium,  Market Sale Premium and Shares Held
Premium  as of that  date,  cumulating  only  positive  sums.  For  purposes  of


                                                                    Exhibit 10.7
<PAGE>

computation of the Conversion  Premium,  where the Outside Sale Premium,  Market
Sale  Premium or Shares Held Premium is  represented  by a negative  number,  it
shall not be utilized in the computation.

         This note is secured by security interest created by Security Agreement
of even date herewith  ("PRO Security  Agreement")  from Maker to Payee covering
400,000 Units ("Collateral"), and all proceeds thereof and therefrom whatsoever,
reference  being here made to said Pro Security  Agreement for a more particular
description of the Collateral and for all other relevant purposes.

         It is the intention of the parties hereto to comply with the usury laws
of the State of California;  accordingly,  notwithstanding any provisions to the
contrary of this note, or in any of the  documents  securing  payment  hereof or
otherwise relating hereto, in no event shall this note or such documents require
the payment or permit the collection of interest in excess of the maximum amount
permitted  by such laws.  If any such  excess of  interest  is  contracted  for,
charged or received  under this note or under the terms of any of the  documents
securing  payment  hereof  or  otherwise  relating  hereto,  or in the event the
maturity of the  indebtedness  evidenced by this note is accelerated in whole or
in part,  or in the event that all or part of the  principal or interest of this
note shall be  prepaid,  so that under any of such  circumstances  the amount of
interest contracted for, charged or received under this note or under any of the
instruments  securing payment hereof or otherwise relating hereto, on the amount
of principal actually outstanding from time to time under this note shall exceed
the  maximum  amount of  interest  permitted  by the usury  laws of the State of
California,  then in any such event (a) the provisions of this  paragraph  shall
govern and  control,  (b) neither  Maker,  nor any other person or entity now or
hereafter liable for the payment hereof, shall be obligated to pay the amount of
such  interest  to the  extent  that it is in  excess of the  maximum  amount of
interest  permitted by the usury laws of the State of  California,  (c) any such
excess which may have been collected shall be either applied as a credit against
the then unpaid principal amount hereof or refunded to Maker, at Payee's option,
and (d) the effective  rate of interest  shall be  automatically  reduced to the
maximum  lawful  contract  rate  allowed  under the  usury  laws of the State of
California  as now or  hereafter  construed  by the courts  having  jurisdiction
thereof.  Without  limiting  the  foregoing,  all  calculations  of the  rate of
interest contracted for, charged or received under this note or under such other
documents  which  are made for the  purpose  of  determining  whether  such rate
exceeds the maximum lawful contract rate, shall be made, to the extent permitted
by the laws of the State of California, by amortizing, prorating, allocating and
spreading  in equal  parts  during  the  period of the full  stated  term of the
indebtedness  evidenced hereby, all interest at any time contracted for, charged
or  received  from  Maker  or  otherwise  by  Payee  in  connection   with  such
indebtedness.

         Execution  of this  note  by  Maker  is  expressly  conditioned  on the
agreement by Payee that Payee shall not assign or transfer  this note unless the
assignee or transferee of Payee shall  expressly  agree to be bound by the terms
and conditions of this Note and the PRO Security Agreement.

         Anything contained herein to the contrary notwithstanding, Maker (which
term for purposes of this paragraph  shall include Maker,  any party holding by,
through or under Maker,  any partner of Maker,  any party acting for Maker,  and
any  successors or assigns of Maker) shall not be personally  liable for payment
of any amounts payable under the terms of this note or under the above described


                                                                    Exhibit 10.7
<PAGE>


PRO Security  Agreement securing the payment hereof, and in the event of default
under the terms  hereof or under said PRO Security  Agreement,  Payee shall rely
solely upon foreclosure of the security  interest  securing payment of this note
to satisfy the obligation of Maker hereunder and under said Security Agreement.

         This Note shall be interpreted and enforced in accordance with the laws
of the State of California.

         IN WITNESS  WHEREOF,  Maker has caused this  promissory note to be duly
executed and delivered to Payee by its  authorized  officers on and as of August
19, 1994.


                                   PLAZA REALTY ONE LIMITED PARTNERSHIP

                                   BY: COMMERCE PROFESSIONAL GROUP, INC.


                                   By: /s/ Jimmy E. Nix
                                       ------------------------------------
                                       Jimmy E. Nix,
                                       President



                                   By: /s/ Richard F. Watkins
                                       ------------------------------------
                                       Richard F. Watkins,
                                        Vice President





                                                                    Exhibit 10.7