PROMISSORY NOTE



US $9,800,000.00                                       Dated as of April 4, 1997

    FOR VALUE RECEIVED, the undersigned, jointly and severally if more than one,
promises to pay to the order of CNL FINANCIAL I, INC., a Florida corporation, at
400 East South Street, Suite 500, Orlando, Florida 32801, or such other place as
the holder hereof may designate in writing,  or order, the principal sum of NINE
MILLION  EIGHT  HUNDRED  THOUSAND  AND NO/100  DOLLARS (US  $9,800,000.00)  with
interest as set forth herein.  All  computation of interest shall be made by the
holder on the basis of a year of 360 days and shall be  allocated in twelve (12)
equal monthly installments.

    INTEREST RATE:  Interest shall accrue on the unpaid  principal  balance from
the date of this Note,  until paid,  at the rate of 320 basis  points  above the
"LIBOR Base Rate" as hereinafter  defined.  The interest rate shall initially be
calculated  with reference to the LIBOR Base Rate which is in effect on the date
hereof and shall be  adjusted  on the first  (1st) day of each month  thereafter
(the "Change Date"). The interest rate shall be fixed until the next Change Date
as such LIBOR Base Rate changes.  Interest shall be calculated on the basis of a
three  hundred  sixty (360) day year,  and charged for the actual number of days
elapsed in an  interest  payment  period.  The term "LIBOR Base Rate" shall mean
that rate per annum for United States dollar  deposits with a one month maturity
for an amount equal or comparable to the outstanding  principal  balance of this
Note  as  reported  on  Telerate  page  3750  (or if not so  reported,  then  as
determined by Lender from another  recognized source of interbank  quotations of
Lender's  choice),  as of 11:00 a.m.  London time,  two (2)London  business days
prior to each Change Date for settlement in immediately available funds by major
top credit  quality banks in the London  Interbank  Market.  The LIBOR Base Rate
shall be rounded to the next higher  1/32nd of 1%. The LIBOR Base Rate is one of
several interest rate bases used by Lender, and is not necessarily the lowest or
most favorable rate of interest offered by Lender.

    PAYMENTS  OF  PRINCIPAL  AND  INTEREST:  Beginning  on the  first  (1st) day
following the first full calendar month after the date hereof, and continuing on
the  first  (1st) day of each  month  thereafter,  the  undersigned  shall  make
consecutive  monthly  payments of principal and interest in the amount necessary
to fully amortize the principal  balance of this Note in equal monthly  payments
over the  remaining  term of this Note until the entire  indebtedness  evidenced
hereby is fully paid,  except  that any  remaining  indebtedness,  if not sooner
paid, shall be due and payable on May 1, 2012 (the "Maturity Date").

    If any  installment  under this Note is not  received  by the holder  hereof
within ten (10) calendar days after holder's written demand for such amount, the
entire principal amount outstanding hereunder and accrued interest thereon shall
at once become due and payable,  at the option of the holder hereof.  The holder
hereof may exercise this option to accelerate during any Default (as hereinafter
defined) by the undersigned regardless of any prior forbearance. In the event of

                                                  Borrower's Initials:__________
<PAGE>
any Default  under this Note or any  Instrument  or any other Loan  Document (as
such terms are hereinafter defined),  and if the same is referred to an attorney
at law for  collection or any action at law or in equity is brought with respect
hereto,  the  undersigned  shall pay the holder  hereof all of its  expenses and
costs,  including,  but not limited to, reasonable attorneys' fees and expenses,
including reasonable attorneys' fees and expenses on any appeal. Any forbearance
by the  holder  in  exercising  any  right  or  remedy  under  this  Note or any
Instrument or any other Loan Document,  or otherwise afforded by applicable law,
shall not be a waiver of or preclude  the  exercise of any right or remedy.  The
acceptance by the holder of payment of any sum due hereunder  after the due date
of such payment or after holder has declared an event of Default  shall not be a
waiver of holder's  right to either require prompt payment when due of all other
sums so secured or to declare a default for failure to make prompt payment.

    If any  installment  under this Note is not  received  by the holder  hereof
within ten (10)  calendar  days after the  installment  is due, the  undersigned
shall  pay to the  holder  hereof a late  charge  of five  percent  (5%) of such
installment,  such late charge to be immediately  due and payable without demand
by the holder hereof.  If any installment  under this Note or any other monetary
payment due under this Note, any  Instrument or any other Loan Document  remains
past due for ten (10) calendar days or more after  holder's  written  demand for
such  amount,  or if there shall exist any other  Default  under this Note,  any
Instrument  or any other  Loan  Document  (after any  applicable  notice or cure
period provided therein or herein),  the outstanding  balance of this Note shall
bear interest  during the period in which the  undersigned  is in Default at the
lesser of (i) four percent (4%) above the interest rate  referenced in the first
paragraph above or (ii) the highest rate allowed by applicable law.

    From time to time,  without  affecting the obligation of the  undersigned or
the successors or assigns of the  undersigned to pay the  outstanding  principal
balance of this Note and  observe the  covenants  of the  undersigned  contained
herein (after any applicable  notice or cure period, if any, provided therein or
herein)  and  without  affecting  the  guaranty  of  any  person,   corporation,
partnership or other entity for payment of the outstanding  principal balance of
this Note, without giving notice to or obtaining the consent of the undersigned,
the  successors  or  assigns  of the  undersigned  or  guarantors,  and  without
liability on the part of the holder hereof, the holder hereof may, at the option
of the holder hereof,  extend the time for payment of said outstanding principal
balance or any part thereof, reduce the payments thereon,  release anyone liable
on any of said  outstanding  principal  balance,  accept a renewal of this Note,
modify the terms and time of payment of said outstanding principal balance, join
in any extension or subordination agreement, release any security given herefor,
take or release  other or  additional  security,  and agree in writing  with the
undersigned  to modify the rate of  interest or period of  amortization  of this
Note or change the  amount of the  monthly  installments  payable  hereunder  or
otherwise  modify,  amend  or waive  any term or  provision  of this  Note,  any
Instrument or any other Loan Document.

    Presentment,  notice of  dishonor,  right to set off and  counterclaim,  and
protest are hereby  waived by all makers,  sureties,  guarantors  and  endorsers
hereof.  This Note  shall be the joint 

                                                  Borrower's Initials:__________
<PAGE>
and several obligation of all makers,  sureties,  guarantors and endorsers,  and
shall be binding upon them and their successors and assigns.

    The  indebtedness  evidenced  by  this  Note  is  secured  by  that  certain
Commercial Deed of Trust, Assignment of Rents and Security Agreement and Fixture
Filing (herein the "Instrument"), executed by the undersigned or its affiliates,
and  encumbering  certain real  property  more  particularly  described  therein
(herein referred to as the "Property"), and reference is made thereto for rights
as to acceleration of the indebtedness evidenced by this Note.

    A  Default  as  defined  in any  Instrument  or any  and  all  other  notes,
instruments,  guaranties,  documents  and  agreements  evidencing or securing or
relating to the same or the indebtedness  represented or secured thereby (herein
a "Loan  Document") under any Instrument or any Loan Document shall constitute a
Default under this Note.

    Unless  funds are  advanced  hereunder  on the first day of the  month,  the
undersigned  shall pay the holder  hereof  interest  only,  in  advance,  on the
outstanding  principal balance of this Note at the rate set forth above from the
date that funds are advanced to and including the last day of the month on which
funds are so advanced.

    Unless applicable law provides otherwise,  so long as the undersigned is not
in Default hereunder, all payments received by the holder under this Note or any
Instrument  shall be applied by holder in the following  order of priority:  (i)
amounts due and payable to holder by the  undersigned  for any advances  made by
the holder under the  Instrument or under any of the other  Instruments  or Loan
Documents for the purposes of paying taxes, insurance and other charges incurred
with respect to the Property;  (ii) interest due and payable on the Note;  (iii)
principal of the Note;  (iv)  interest  due and payable on advances  made by the
holder  under  the  Instrument  or under any of the  other  Instruments  or Loan
Documents  in order to protect  the  holder's  security  interest  in any of the
collateral securing the Note; (v) principal of advances made on advances made by
the holder under the  Instrument or under any of the other  Instruments  or Loan
Documents  in order to protect  the  holder's  security  interest  in any of the
collateral  securing  the Note;  (vi)  interest  due and  payable  on any Future
Advance (as such term is defined in the Instrument),  provided that if more than
one Future Advance is outstanding,  the holder may apply payments received among
the  amounts of  interest  payable on the Future  Advances  in such order as the
holder, in the holder's sole discretion,  may determine;  (vii) principal of any
Future  Advance,  provided that if more than one Future Advance is  outstanding,
the holder may apply  payments  received  among the  principal  balances  of the
Future  Advances in such order as the holder,  in the holder's sole  discretion,
may  determine;  and  (viii)  any other  sums due and  payable  secured  by this
Instrument or under any of the other Instruments in such order as the holder, at
the holder's option, may determine;  provided,  however, that the holder may, at
the holder's option, apply any sums payable on advances made by the holder under
the Instrument or under any of the other  Instruments or Loan Documents in order
to protect the holder's security interest in any of the collateral  securing the
Note prior to interest on and principal of the Note, but such application  shall
not  otherwise  affect the order of priority  of  application  herein.  Upon the

                                                  Borrower's Initials:__________
<PAGE>
undersigned's  Default  under  this  Note,  the  Instrument,  any of  the  other
Instruments  or in any of the other  Loan  Documents,  the  holder may apply any
payments  received  by the  holder in any  amount and in any order as the holder
shall determine in the holder's sole discretion.

    ADDITIONAL  COVENANTS.  In addition to the covenants and agreements  made in
this Note,  the  undersigned  further  covenants and agrees with and in favor of
holder as follows:

A. Prepayment Premium

    1. Partial or Full  Prepayment.  At any time after the first one (1) year of
the Note term and upon giving holder sixty (60) days prior written  notice,  the
undersigned may prepay the all or a portion of the unpaid  principal  balance of
the Note on the last  Business  Day before a scheduled  monthly  payment date by
paying, in addition to the amount being prepaid, accrued interest, and any other
sums due holder at the time of  prepayment,  a Prepayment  Premium  equal to one
percent (1%) of the amount of principal being prepaid.

    Except as  provided in the next  sentence,  any  partial  prepayment  of the
outstanding indebtedness shall not extend the due date of any subsequent monthly
installments or change the amount of such installments,  unless the holder shall
otherwise agree in writing.  Upon any partial prepayment,  the holder shall have
the  option,  in its  sole  and  absolute  discretion,  to  recast  the  monthly
installments  due under  the Note so that the  maturity  date of the Note  shall
remain the same.

    2.  Prepayment  Premium Due Whether  Voluntary  or  Involuntary  Prepayment;
Insurance and Condemnation Proceeds

    The undersigned shall pay the Prepayment Premium due under this Note whether
the  prepayment is voluntary or  involuntary  (in  connection  with the holder's
acceleration of the unpaid  principal  balance of the Note) or the Instrument is
satisfied  or  released  by  foreclosure  (whether  by power of sale or judicial
proceeding),  deed in lieu of foreclosure or by any other means. Notwithstanding
any  other  provision  herein  to the  contrary,  the  undersigned  shall not be
required  to pay any  Prepayment  Premium  in  connection  with  any  prepayment
occurring as a result of the  application of insurance  proceeds or condemnation
awards under the Instrument. For a prepayment occurring prior to the time that a
voluntary  prepayment is permitted hereunder whether as a result of acceleration
of this Note or otherwise, then a Prepayment Premium shall be due and payable in
the amount set forth above plus an additional five percent (5%) of the principal
amount prepaid.

    If the undersigned shall give notice of a prepayment but shall fail, for any
reason,  to make such  prepayment,  the  undersigned  shall  immediately pay the
holder  hereof  any and all  reasonable  costs,  fees  and  expenses  (including
reasonable in house and outside  attorneys'  fees and expenses)  associated with
the holder hereof's administrative preparation for such prepayment.

                                                  Borrower's Initials:__________
<PAGE>
    The Prepayment  Premium is the negotiated charge between the undersigned and
the holder  hereof for the privilege of the  undersigned  to prepay this Note at
the times provided above and to reimburse  holder for  administrative  and other
costs related thereto and is not a penalty. Borrower further agrees to indemnify
the holder hereof and hold it harmless from any costs, fees, expenses (including
reasonable  attorneys' fees and expenses) resulting from any action,  litigation
or  judicial  action  alleging  or  claiming  that the  Prepayment  Premium is a
penalty.

    3.  Notice; Business Day

    Any  notice to the  holder  provided  for in this Note shall be given in the
manner provided in the  Instrument.  The term "Business Day" means any day other
than a Saturday,  a Sunday, or any other day on which the holder is not open for
business.  Notices to the holder  shall be by  certified  mail,  return  receipt
requested,  or by national receipted  overnight delivery service, to the address
of the holder as set forth  above or as  otherwise  specified  in writing by the
holder, and shall be effective only upon delivery or attempted delivery.

B. Assignment

    This Note is freely  assignable  in whole or in part,  from time to time, by
the holder and the holder may grant participation  interest(s)  herein.  Without
limiting the foregoing,  the undersigned  understands and agrees that the holder
intends to and may sell,  pledge,  grant a security  interest  in,  collaterally
assign,   transfer,   deliver  or  otherwise   dispose  of  this  Note  and  the
undersigned's  other Loan Documents (or any interest therein,  or its rights and
powers thereunder), from time to time, in connection with the Securitization (as
defined in the Instrument). This Note shall be binding upon the undersigned, its
heirs,   devises,   administrators,    executives,   personal   representatives,
successors,  receivers,  trustees, permitted assignees, including all successors
in  interest  of the  undersigned,  and shall inure to the benefit of the holder
hereof, and the successors and assignees of the holder hereof.

C. Governing Law; Miscellaneous

    This Note shall be governed by and construed in accordance  with the laws of
the State of Arizona and applicable  federal law, except for enforcement  rights
as to  any  such  Property  which  must  be  governed  by the  law of any  other
jurisdiction  in which any such  Property may be located.  The  undersigned  and
holder  agree that any dispute  arising out of this Note shall be subject to the
jurisdiction of both the state and federal courts in Arizona.  For that purpose,
the  undersigned  hereby  submits to the  jurisdiction  of the state and federal
courts of Arizona.  The undersigned  further agrees to accept service of process
out of any of  the  aforesaid  courts  in any  such  dispute  by  registered  or
certified mail addressed to the undersigned.  Nothing herein contained, however,
shall prevent  holder from bringing any action or exercising  any rights against
(i) the undersigned, (ii) any security, (ii) a guarantor personally, or (iv) the
assets  of  the  undersigned  or  any  guarantor,  within  any  other  state  or
jurisdiction.  The parties  hereto intend to conform  strictly to the applicable
usury laws.  In no event,  whether by reason of demand for payment,  prepayment,
acceleration of the maturity hereof or otherwise,  shall the interest contracted
for,  charged or received by the holder hereof hereunder or otherwise exceed the

                                                  Borrower's Initials:__________
<PAGE>
maximum  amount  permissible  under  applicable  law.  If from any  circumstance
whatsoever  interest  would  otherwise be payable to the holder in excess of the
maximum  lawful  amount,  the  interest  payable to the holder  hereof  shall be
reduced  automatically to the maximum amount permitted by applicable law. If the
holder  hereof  shall ever  receive  anything  of value  deemed  interest  under
applicable law which would apart from this provision be in excess of the maximum
lawful  amount,  an amount equal to any amount  which would have been  excessive
interest  shall be  applied  to the  reduction  of the  principal  amount  owing
hereunder  in the  inverse  order  of its  maturity  and not to the  payment  of
interest, or if such amount which would have been excessive interest exceeds the
unpaid  balance of  principal  hereof,  such  excess  shall be  refunded  to the
undersigned.  All interest paid or agreed to be paid to the holder hereof shall,
to the extent  permitted by applicable law, be amortized,  prorated,  allocated,
and spread  throughout the full stated term (including any renewal or extension)
of such  indebtedness  so  that  the  amount  of  interest  on  account  of such
indebtedness  does not exceed the  maximum  permitted  by  applicable  law.  The
provisions of this  paragraph  shall control all existing and future  agreements
between the undersigned and the holder hereof.

    Whenever  possible this Note and each provision  hereof shall be interpreted
in such manner as to be effective,  valid and enforceable  under applicable law.
Any  provisions  of this  Note  which are  prohibited  or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.  In addition,  any determination that the application of any
provision  hereof  to any  person  or under  any  circumstance  is  illegal  and
unenforceable shall not affect the legality, validity and enforceability of such
provision as it may be applied to any other person or in any other circumstance.

WAIVER OF JURY TRIAL. THE UNDERSIGNED AND HOLDER BY ITS ACCEPTANCE  HEREOF,  FOR
ITSELF  AND  FOR  EACH  HOLDER  HEREOF,   HEREBY   KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY AGREE, THAT:

    (A) NEITHER THE UNDERSIGNED NOR HOLDER, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR
LEGAL  REPRESENTATIVE OF ANY OF THE SAME SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING,  COUNTERCLAIM,  OR ANY OTHER  LITIGATION  PROCEDURE  ARISING FROM OR
BASED UPON THIS NOTE, ANY INSTRUMENT OR ANY LOAN DOCUMENT  EVIDENCING,  SECURING
OR RELATING TO THE  OBLIGATIONS  OR TO THE DEALINGS OR  RELATIONSHIP  BETWEEN OR
AMONG THE PARTIES THERETO;

    (B) NEITHER THE  UNDERSIGNED  NOR HOLDER SHALL SEEK TO CONSOLIDATE  ANY SUCH
ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED,  WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED;

    (C) THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY

                                                  Borrower's Initials:__________
<PAGE>
NEGOTIATED BY THE UNDERSIGNED AND HOLDER,  AND THESE PROVISIONS SHALL BE SUBJECT
TO NO EXCEPTIONS;

    (D)  NEITHER  THE  UNDERSIGNED  NOR  HOLDER  HAS IN ANY WAY  AGREED  WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE
FULLY ENFORCED IN ALL INSTANCES;

    (E) IN NO EVENT SHALL HOLDER BE RESPONSIBLE OR LIABLE FOR  CONSEQUENTIAL  OR
PUNITIVE DAMAGES; AND

    (F) THIS  PROVISION IS A MATERIAL  INDUCEMENT  FOR HOLDER TO ENTER INTO THIS
TRANSACTION AND IS SEPARATELY GIVEN,  KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT
OF COMPETENT LEGAL COUNSEL.

                             NOTICE TO THE BORROWER

    Do not sign this Note before you read it. This Note provides for the payment
of a  premium  if you wish to  repay  the Loan  prior to the date  provided  for
repayment in this Note. In addition,  this Note  authorizes the holder to refuse
to accept repayment of the Loan prior to the date provided for repayment in this
Note unless certain conditions stated in this Note are met.


Signed, sealed and delivered in the
presence of:                            MAIN ST. CALIFORNIA, INC.,
                                        an Arizona corporation

                                        By:
-----------------------------------        -------------------------------------
Name:                                   Name:
     ------------------------------          -----------------------------------
                                        Title:
                                              ----------------------------------


                                                                (CORPORATE SEAL)
------------------------------
Name:
     -------------------------
                                        Borrower's Address:
                                        5050 North 40th Street, Suite 200
                                        Phoenix, AZ  85018
<PAGE>
STATE OF _______________
COUNTY OF _____________

    BEFORE  ME,  the  undersigned,  a Notary  Public in and for said  County and
State, on this day personally  appeared  ___________________,  known to me to be
the ________________ of MAIN ST. CALIFORNIA, INC., an Arizona corporation,  that
executed the foregoing instrument, and known to me to be the person who executed
the  foregoing  instrument on behalf of said  corporation,  for the purposes and
consideration therein expressed.

          GIVEN UNDER MY HAND AND SEAL this _______ day of ______________, 1997.


                                        ----------------------------------------
                                        Notary Public - State of
                                                                ----------------

                                        Print Name:
                                                   -----------------------------
                                        Commission Number:
                                                          ----------------------
                                        Commission Expires:
                                                           ---------------------


This instrument was prepared by:  Daniel F. McIntosh, Esquire
                                  Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
                                  215 North Eola Drive
                                  Orlando, Florida  32801
<PAGE>
                          REQUEST FOR FULL RECONVEYANCE

TO TRUSTEE:

    The  undersigned  is the  holder  of the  note  or  notes  secured  by  this
Instrument.  Said note or notes, together with all other indebtedness secured by
this  Instrument  have been paid in full. You are hereby directed to cancel said
note or notes and this Instrument,  which are delivered hereby, and to reconvey,
without  warranty,  all the estate now held by you under this  Instrument to the
person or persons legally entitled thereto.

Date:
     ------------------------------     ----------------------------------------