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                        CONSOLIDATED AMENDED AND RESTATED
                                 PROMISSORY NOTE

$100,809,000.00                                                December 2, 1997



     FOR VALUE RECEIVED,  the undersigned,  PAYLESS  CASHWAYS,  INC., a Delaware
corporation  (the  "Maker"),  hereby  promises  to pay to the  order of  LASALLE
NATIONAL  BANK,  as Trustee for UBS MORTGAGE  FINANCE,  INC.  (the  "Payee") the
principal   sum  of  One   Hundred   Million   Eight   Hundred   Nine   Thousand
($100,809,000.00),  with  interest on the unpaid  balance  thereof from the date
hereof  until  maturity  on the  dates and at the  rates  specified  in the Loan
Agreement (as  hereafter  defined).  Both  principal and interest are payable as
provided in the Loan  Agreement in lawful money of the United  States of America
in  immediately  available  funds at the  offices of the Payee in New York,  New
York,  or at such  other  place as from  time to time may be  designated  by the
holder of this Note.  Borrower  shall have no right to prepay all or any part of
this Note except as provided in the Loan Agreement.

     This Note is given as an amendment,  consolidation  and  restatement of the
Prior Notes and the  execution  and delivery of this Note shall not be deemed or
construed as a novation, accord and satisfaction, or payment of any of the Prior
Notes,  and all  obligations  of the  Maker  under  the Loan  Agreement  and the
Security Documents shall continue,  as amended,  and this Note shall be entitled
to the benefits of the Security Documents.

     This Note has been  executed  and  delivered  pursuant  to an  Amended  and
Restated  Loan  Agreement of even date  herewith  (herein,  as from time to time
amended,  supplemented  or restated,  called the "Loan  Agreement")  between the
Maker and the  Payee.  Reference  is  hereby  made to the Loan  Agreement  for a
description  of certain  rights,  obligations  and duties of the Maker,  for the
meanings assigned to capitalized terms used and not defined herein,  and for all
other purposes.

     This Note is secured by the other Security Documents  reference to which is
made for a description of the property covered thereby and the nature and extent
of the  security and the rights and powers of the holder of this Note in respect
of such  security.  Upon the  occurrence of an Event of Default,  upon the terms
specified  in the Loan  Agreement,  the holder of this Note or any part  thereof
shall have the option of declaring the principal balance hereof and the interest
accrued hereon to be immediately due and payable.

     It is the intent of the Payee and the Maker in the  execution  of this Note
and all other  instruments  now or hereafter  securing  this Note to contract in
strict compliance with applicable usury law. In furtherance  thereof,  the Payee
and the  Maker  stipulate  and  agree  that  none of


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the terms and  provisions  contained  in this Note,  or in any other  instrument
executed in connection herewith, shall ever be construed to create a contract to
pay for the use, forbearance or detention of money, interest at a rate in excess
of the maximum  interest rate permitted to be charged by applicable law. Neither
the  Maker nor any  guarantors,  endorsers  or other  parties  now or  hereafter
becoming  liable for payment of this Note shall ever be required to pay interest
on this Note at a rate in excess of the  maximum  interest  that may be lawfully
charged under applicable law, and the provisions of this paragraph shall control
over  all  other  provisions  of this  Note  and any  other  instruments  now or
hereafter  executed in  connection  herewith  which may be in apparent  conflict
herewith.  The holder of this Note expressly disavows any intention to charge or
collect excessive unearned interest or finance charges in the event the maturity
of this Note is  accelerated.  If the maturity of this Note shall be accelerated
for any reason or if the  principal of this Note is paid prior to the end of the
term of this Note, and as a result thereof the interest  received for the actual
period of  existence of the loan  evidenced by this Note exceeds the  applicable
maximum  lawful  rate,  the  holder of this Note  shall  refund to the Maker the
amount of such  excess or shall  credit the amount of such  excess  against  the
principal balance of this Note then outstanding.  In the event that Payee or any
other holder of this Note shall  collect  monies which are deemed to  constitute
interest which would increase the effective interest rate on this Note to a rate
in excess of that  permitted  to be charged  by  applicable  law,  all such sums
deemed to  constitute  interest in excess of the lawful  rate  shall,  upon such
determination,  at the option of the holder of this Note, be either  immediately
returned to the Maker or credited  against  the  principal  balance of this Note
then outstanding (or any combination of the foregoing),  without further penalty
to such  holder.  By  execution  of this  Note the  Maker  acknowledges  that it
believes the loan evidenced by this Note to be non-usurious  and agrees that if,
at any time,  the Maker  should have reason to believe that such loan is in fact
usurious,  it will give the holder of this Note notice of such condition and the
Maker  agrees  that said  holder  shall have  ninety  (90) days in which to make
appropriate  refund or other adjustment in order to correct such condition if in
fact such  exists.  Neither the Maker nor any other  person  required to pay any
amounts with respect to the Loan shall have any right of action o remedy against
the Payee for any  damages,  violation or any defense  from  enforcement  of the
Note,  the  Mortgage,  or any of the other  Loan  Documents  arising  out of the
payment or collection of any sums deemed to constitute interest in excess of the
lawful note. The term  "applicable law" as used in this Note shall mean the laws
of the State of New York or the laws of the United States,  whichever laws allow
the  greater  rate of  interest,  as such  laws now exist or may be  changed  or
amended or come into effect in the future.

     Should the  indebtedness  represented  by this Note or any part  thereof be
collected at law or in equity or through any bankruptcy,  receivership,  probate
or other court  proceedings  or if this Note is placed in the hands of attorneys
for  collection  after  default,  the Maker and all  endorsers,  guarantors  and
sureties of this Note jointly and  severally  agree to pay to the holder of this
Note in addition to the principal and interest due and payable hereon reasonable
attorneys, and collection fees.


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     The Maker and all  endorsers,  guarantors and sureties of this Note and all
other  persons  liable  or  to  become  liable  on  this  Note  severally  waive
presentment for payment, demand, notice of demand and of dishonor and nonpayment
of this Note,  notice of  intention  to  accelerate  the  maturity of this Note,
protest and notice of protest, diligence in collecting, and the bringing of suit
against any other party, and agree to all renewals,  extensions,  modifications,
partial  payments,  releases or substitutions of security,  in whole or in part,
with or without notice, before or after maturity.

     This Note and the  rights  and  duties of the  parties  hereunder  shall be
governed for all purposes by the law of the State of New York and the law of the
United States applicable to transactions within such State.

     Notwithstanding  anything  to the  contrary  contained  herein,  the holder
hereof shall not seek or enforce any money judgment or deficiency  judgment,  or
otherwise assert personal  liability or  responsibility,  against the Maker with
respect  to any  and  all  obligations  hereunder  or  secured  by the  Security
Documents or other  obligations  arising out of the Loan  Documents in excess of
the amount  realized  upon  foreclosure  against (or sale,  pursuant to power of
sale, of) all or, at the option of the holder hereof,  a portion of the security
therefor, it being agreed that, except as hereinafter provided,  the sole remedy
of the holder  hereof  shall be to proceed  against the security for the Secured
Indebtedness under the Loan Documents; provided, however, that nothing contained
herein or in any other Loan Document  shall (a) limit the rights and remedies of
the holder hereof  (other than its right to seek a money  judgment or deficiency
judgment  which is limited as provided  above)  against the Maker  hereunder  or
thereunder,  either at law or in equity,  or (b) relieve the Maker from personal
liability  and  responsibility  for the matters  described in Section 2.9 of the
Loan Agreement.  Nothing  contained herein shall impair the rights of the holder
hereof under applicable law, including without limitation  applicable bankruptcy
law; nor shall anything  contained herein impair such holder's status and rights
as a holder of senior indebtedness pursuant to any instrument,  under which such
holder would be granted senior status.


Executed as of the date first above written.

                                PAYLESS CASHWAYS, INC.



                                By:  /s/  Stephen A. Lightstone
                                   ---------------------------------
                                   Name:  Stephen A. Ligtstone
                                   Title: Senior Vice President-Finance