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PROMISSORY NOTE
MODIFICATION AGREEMENT

THIS AGREEMENT made and entered into as of the 1st day of January, 1990 
by and between FPI Chesterfield, L.P. (formerly known as FPI Chesterfield, 
Ltd.), a Missouri limited partnership, hereinafter referred to as the
"Borrower" and Fogelman Mortgage L.P. I, a Tennessee limited partnership,
hereinafter referred to as the "Issuer". Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Note (as hereinafter
defined).

W I T N E S S E T H

WHEREAS, the Borrower has heretofore executed and delivered to the Issuer a 
Promissory Note (the "Note"), dated July 8, 1987, in the original principal 
sum of $23,320,000, payable to the order of the Issuer; 

WHEREAS, in connection with the Consensual Reorganization of the Business and 
Affairs of Avron B. Fogelman and Related Entities as of July 31, 1990 it is 
required that certain modifications be made to the Note after an independent

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advisor has rendered an opinion that such proposed modifications are fair and 
reasonable;

WHEREAS, Prudential-Bache Properties, Inc., a general partner of the 
Issuer, contracted with Marshall & Stevens, Incorporated ("Marshall") to 
analyze the proposed modifications; and

WHEREAS, Marshall has rendered an opinion that the proposed 
modifications "... are fair from a financial point of view and would be 
considered reasonable and commercially acceptable to a prudent general 
partner."

NOW, THEREFORE, in consideration of the debts and trusts aforesaid and of 
the sum of $1.00 and other good and valuable consideration, each to the other
in hand paid, receipt whereof is hereby acknowledged, it is
hereby mutually covenanted and agreed as follows:

1. Section 1.4 of the Note shall be amended in its entirety to read as 
follows:
"Section 1.4 Basic interest. (a) Basic Interest means an amount (the 
"Base Amount") computed on the principal balance hereof equal to, and shall be
payable at the rate of (i) ten and one-half percent (10.5%) per annum from 
April 23, 1987 to and including the Completion Date; and (ii) nine
and one-half percent (9.5%) per annum (the "Base Rate") thereafter
until payment in full of the principal hereof; provided, however, that if the
Base Amount for any given month exceeds Property Cash Flow for that month and
there are no funds in the Cash Collateral

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Account (as hereinafter defined), then Basic Interest for such month shall be
equal to the amount of Property Cash Flow for such month. The difference 
between the Base Amount and Property Cash Flow shall be accounted
for in a separate account (the "Accrued Interest Account") which shall bear
interest at the Base Rate. The Borrower shall be obligated to pay to the Issuer
the amounts accounted for in the Accrued Interest Account on the terms 
described in subparagraph (b) of this Section 1.4.

(b) For any month that Property Cash Flow exceeds the Base Amount, such 
excess shall be applied toward the obligation, if any, accounted for in the 
Accrued Interest Account until such obligation has been paid in full; 
thereafter, any such excess shall be paid to the Issuer, and the Issuer shall
deposit such excess in a separate account (the "Cash Collateral Account") to
be held by the Issuer as additional security for Borrower's obligations 
hereunder and applied by the Issuer as hereinafter provided. To the extent 
that the Base Amount exceeds Property Cash Flow for any month in which funds 
are being held by the Issuer in the Cash Collateral Account, an amount equal 
to the lesser of (i) the amount by which the Base Amount exceeds Property Cash
Flow for that month or (ii) the balance of the Cash Collateral Account, shall 
be payable to the Issuer. All payments required to be paid currently or
accrued under subparagraphs (a) and (b) of this Section 1.4 shall be
included within the meaning of the term "Basic Interest."

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(c) If Property Cash Flow exceeds the Base Amount for six (6) consecutive 
months after the obligation accounted for in the Accrued Interest Account has
been paid in full, then the funds in the Cash Collateral Account shall be 
deemed to be Contingent Interest (as hereinafter defined) and shall be paid 
and distributed as provided in Section 1.5 hereof.

(d) If not sooner paid, the balance, if any, of the Borrower's obligation 
accounted for in the Accrued Interest Account shall be due and payable upon 
the earliest of (i) the sale or disposition of the Facility (as such term is 
defined in the Loan Agreement dated as of July 8, 1987 between the Issuer and
the Borrower); (ii) the refinancing of the indebtedness evidenced hereby; or 
(iii) the maturity of this Note, whether by acceleration or otherwise."

2. The following phrase shall be inserted after the word "and" in line 
two of Section 1.5 of the Note:
            ", subject to Section 1.4,"

3. Section 1.9 of the Note shall be amended in its entirety to read as 
follows:
"1.9 Default Rate. From and after the occurrence of an Event of Default, the 
Base Rate shall be equal to the greater of (i) the Prime Rate plus two and 
one-half percent (2.5%) per annum and (ii) sixteen percent (16%) per annum 
from and after the date such Event of Default occurred and until such 
Event of Default has been cured."

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4. There shall be added to the Note a Section 1.10, which shall read as 
follows:

"Section 1.10 Escrow Account. (a) The Borrower shall establish an 
interest-bearing account (the "Escrow Account") with an escrow agent 
acceptable to the Issuer and shall deposit into the Escrow Account the
sum of $144,432. Commencing on June 1, 1990, and on the first day of each
month thereafter during the term of this Note, the Borrower shall make
deposits ("Escrow Deposits") into the Escrow Account in an amount equal to
one-twelfth (1/12) of the estimated annual real estate tax liability of the
Borrower for the current twelve-month period in which such taxes are due.

(b) Commencing in 1991, and each year thereafter during the term of 
this Note, on the first day of the month following the month in which the 
Borrower pays its real estate taxes for the preceding twelve-month period (or, 
if paid in more than one installment, the month of the final installment 
thereof) [the "Final Installment"], the Escrow Deposits shall be adjusted to
equal one-twelfth (1/12) of the Borrower's estimated real estate tax liability
for the succeeding twelve-month period, after first deducting from such 
estimated liability the amount of any balance remaining in the Escrow Account
after payment of the Final Installment.

(c) Thirty (30) days before the date when any installment of real estate taxes 
would become delinquent, the Borrower shall present to the Escrow Agent a copy
of the bill for

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such installment of real estate taxes, and the Escrow Agent shall immediately 
release funds from the Escrow Account to the Borrower in the amount of such 
installment (to the extent there exist such funds in the Escrow Account) and 
the Borrower shall pay and discharge such real estate tax liabilities prior to
their becoming delinquent and prior to the assessment of any penalties 
thereon.

(d) In the event that the funds in the Escrow Account are insufficient to pay 
any installment of real estate taxes, then the Borrower shall pay the amount 
of such deficiency. If after payment of any Final Installment there is a 
balance remaining in the Escrow Account, such balance shall be applied as 
described in subparagraph (b) of this Section 1.10."

5. This Agreement does not create any new or further indebtedness or 
additional liability of any party not originally liable under the terms of 
the Note nor does it release or increase the liability of any guarantor 
thereof. Nothing contained herein shall adversely affect or invalidate the 
security now held by the Issuer, nor impair nor release any covenant,
condition or agreement in the Note, which, except as modified by this 
Agreement, shall continue in full force and effect in accordance with its 
terms.

6. The Issuer agrees, upon the execution of this Agreement, to make a 
notation on the Note as follows: "This Note is modified by
that certain Promissory Note Modification Agreement dated as of January 1,
1990".

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7. The agreements herein shall bind, and the benefits hereof shall 
inure to, the respective successors and assigns of the parties hereto.

8. By his execution hereof in his capacity as general partner of the 
Borrower, Avron B. Fogelman acknowledges that this Agreement satisfies all 
notice requirements contained in the first sentence of Paragraph 6 of that 
certain Guaranty, dated as of July 8, 1987, by Avron B. Fogelman in favor of 
the Issuer in respect of the indebtedness evidenced by the Note.

IN WITNESS WHEREOF, this Agreement has been executed as of the date and 
year first above written by the duly authorized general partners of the 
Borrower and the Issuer.

                     FPI CHESTERFIELD, L.P.,
                     a Missouri limited partnership

                     By: /s/ Avron B. Fogelman
                         ----------------------------
                         Avron B. Fogelman
                         General Partner

                     FOGELMAN MORTGAGE L.P. I,
                     a Tennessee limited partnership

                     By: PRUDENTIAL-BACHE PROPERTIES, INC.,
                         a Delaware corporation
                         General Partner

                         By: /s/ Chester A. Piskorowski
                             --------------------------
                             Chester A. Piskorowski
                             Vice President

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