PAYMENT GUARANTY

                    (Commercial Real Estate)


          This  Payment Guaranty ("Guaranty") is made as of  June
20,  1996, by JOSEPH W. ANGEL, II ("Guarantor") in favor of  BANK
OF AMERICA OREGON ("Bank").


                       Factual Background
                                          A.      Guarantor    is
executing  this Guaranty to induce Bank to make a  standing  loan
(defined in Section 2 as the "Loan") to PORTLAND LOFTS ASSOCIATES
LIMITED  PARTNERSHIP, a Delaware limited partnership ("Borrower")
in  the  principal amount of Five Million Six Hundred Twenty-Five
Thousand  and  No/1OO Dollars ($5,625,000.00) The Loan  is  being
made  under  a  standing  loan agreement (the  "Loan  Agreement")
entered into as of June 20, 1996, between Bank and Borrower.

          B.    The  Loan is evidenced by a promissory note  (the
"Note") made payable to Bank in the principal amount of the Loan.
The Note is secured by a deed of trust ("Deed of Trust") covering
certain  real  and personal property, as therein  described  (all
collectively,  the "Property"). The Note may also be  secured  by
other  collateral, as more fully explained in the Loan Agreement.
In  connection  with the Loan, Borrower is signing  an  Unsecured
Indemnity Agreement (the "Borrower's Indemnity").

          C.   This Guaranty is one of several Loan Documents, as
defined  and designated in the Loan Agreement. The Loan Documents
also include the Loan Agreement, the Note, the Deed of Trust  and
certain other specified instruments and agreements.


                            Guaranty

          I.     Guaranty   of  Loan.  Guarantor  unconditionally
guaranties  to  Bank  the  full payment  of  and  performance  of
Borrower's   obligations  in  connection  with  the   Loan,   and
unconditionally agrees to pay Bank the full amount of  the  Loan.
This  is  a  guaranty of payment, not of collection. If  Borrower
causes  an Event of Default to occur in the payment when  due  of
the  Loan  or any part of it, Guarantor shall in lawful money  of
the United States pay  to  Bank or order, on demand, all sums due
and owing on  the Loan, including all interest, charges, fees and 
other sums, costs and expenses.

          2.   Loan. In this Guaranty, the term "Loan" is broadly
defined  to  mean  and  include all primary,  secondary,  direct,
indirect,  fixed  and contingent obligations of Borrower  to  pay
principal, interest, prepayment charges, late charges, loan  fees
and  any other fees, charges, sums, costs and expenses which  may
be  owing at any time under the Note or the other Loan Documents,
as any or all of them may from time to time be modified, amended,
extended  or  renewed. For purposes of this  Guaranty,  the  Loan
includes  any  and  all  such  obligations  which  may  arise  in
connection with (a) the Borrower's Indemnity, (1,)any  set  aside
letters,  and (c) any advances made before recording of the  Deed
of  Trust. If the amount outstanding under the Loan is determined
by a court of competent jurisdiction, that determination shall be
conclusive  and  binding  on  Guarantor,  regardless  of  whether
Guarantor   was  a  party  to  the  proceeding   in   which   the
determination was made or not.

          3.    Rights  of  Bank.  Guarantor authorizes  Bank  to
perform any or all of the following acts at any t[me in its  sole
discretion, all without notice to Guarantor and without affecting
Guarantor's obligations under this Guaranty:

               (a)   Bank may alter any terms of the Loan or  any
part  of  it,  including  renewing,  compromising,  extending  or
accelerating, or otherwise changing the time for payment  of,  or
increasing or decreasing the rate of interest on, the Loan or any
part of it.

               b)    Bank may take and hold security for the Loan
or  this Guaranty, accept additional or substituted security  for
either,  and  subordinate,  exchange,  enforce,  waive,  release,
compromise, fail to perfect and sell or otherwise dispose of  any
such security.

               (c)   Bank may direct the order and manner of  any
sale  of all or any part of any security now or later to be  held
for  the Loan or this Guaranty, and Bank may also bid at any such
sale.

               (d)   Bank  may  apply any payments or  recoveries
from Borrower, Guarantor or any other source, and any proceeds of
any  security, to Borrower's obligations under the Loan Documents
in  such manner, order and priority as Bank may elect, whether or
not  those obligations are guarantied by this Guaranty or secured
at the time of the application.

               (e)   Bank  may release Borrower of its  liability
for the Loan or any part of it.

               (f)   Bank may substitute, add or release any  one
or more guarantors or endorsers.

               (g)    In  addition  to the Loan, Bank  may  extend
other credit to Borrower, and may take and hold security for  the
credit  so  extended, all without affecting Guarantor's liability
under this Guaranty.

          4.    Guaranty  to  be  Absolute.  Guarantor  expressly
agrees that until the Loan is paid and performed in full and each
and  every term, covenant and condition of this Guaranty is fully
performed, Guarantor shall not be released by or because of:

               (a)   Any  act  or  event  which  might  otherwise
discharge, reduce, limit or modify Guarantor's obligations  under
this Guaranty;

               (1,)    Any   waiver,   extension,   modification,
forbearance,  delay  or other act or omission  of  Bank,  or  its
failure  to  proceed promptly or otherwise as  against  Borrower,
Guarantor or any security;

               (c)   Any  action, omission or circumstance  which
might  increase the likelihood that Guarantor may be called  upon
to  perform under this Guaranty or which might affect the  rights
or remedies of Guarantor as against Borrower; or

               (d)   Any  dealings occurring at any t[me  between
Borrower and Bank, whether relating to the Loan or otherwise.

          Guarantor  hereby expressly waives and  surrenders  any
defense  to its liability under this Guaranty based upon  any  of
the foregoing acts, omissions, agreements, waivers or matters. It
is  the  purpose and intent of this Guaranty that the obligations
of  Guarantor under it shall be absolute and unconditional  under
any and all circumstances.

          5.   Guarantor's Waivers. Guarantor waives:

               (a)   All statutes of limitations as a defense  to

any  action or proceeding brought against Guarantor by  Bank,  to

the fullest extent permitted by law;

               (1))  Any  right  it may have to require  Bank  to
proceed against Borrower, proceed against or exhaust any security
held from Borrower, or pursue any other remedy in Bank's power to
pursue;

               (c)    Any   defense  based  on  any  claim   that
Guarantor's obligations exceed or are more burdensome than  those
of Borrower;

               (d)    Any   defense  based  on:  (i)  any   legal
disability    of   Borrower,   (ii)   any   release,   discharge,
modification,  impairment  or  limitation  of  the  liability  of
Borrower to Bank from any cause, whether consented to by Bank  or
arising  by  operation  of law or from any  bankruptcy  or  other
voluntary or involuntary proceeding, in or out of court, for  the
adjustment    of   debtor-creditor   relationships   ("Insolvency
Proceeding")  and  (jii) any rejection or  disaffirmance  of  the
Loan, or any part of it, or any security held for it, in any such
Insolvency Proceeding;

               (e)   Any  defense  based on any action  taken  or
omitted  by Bank in any Insolvency Proceeding involving Borrower,
including  any  election to have Bank's claim  allowed  as  being
secured, partially secured or unsecured, any extension of  credit
by  Bank to Borrower m any Insolvency Proceeding, and the  taking
and  holding  by Bank of any security for any such  extension  of
credit;

               (f)   All  presentments, demands for  performance,
notices  of nonperformance, protests, notices of protest, notices
of  dishonor, notices of acceptance of this Guaranty and  of  the
existence,   creation,  or  incurring  of   new   or   additional
indebtedness,  and demands and notices of every kind  except  for
any  demand or notice by Bank to Guarantor expressly provided for
in Section 1;

               (g)   Any defense based on or arising out  of  any
defense  that Borrower may have to the payment or performance  of
the Loan or any part of it; and

               (h)   Any  defense, claim and damage arising  from
errors or omissions in Bank's administration of the Loan.

          6.   Waivers of Subrogation and Other Rights.

               (a)   Upon a default by Borrower, Bank in its sole
discretion, without prior notice to or consent of Guarantor,  may
elect  to:  (i)  foreclose  either  judicially  or  nonjudicially
against  any real or personal property security it may  hold  for
the Loan, (ji) accept  a  transfer of any such security in lieu of  foreclosure,
(ill) compromise or adjust the Loan or any part of it or make any
other accornmodation with Borrower or Guarantor, or

(iv)  exercise any other remedy against Borrower or any security.
No  such  action by Bank shall release or limit the liability  of
Guarantor, who shall remain liable under this Guaranty

after  the action, even if the effect of the action is to deprive
Guarantor  of  any  subrogation rights, rights of  indemnity,  or
other rights to collect reimbursement from Borrower for any  sums
paid to Bank, whether contractual or arising by operation of  law
or   otherwise.   Guarantor  expressly  agrees  that   under   no
circumstances  shall  it  be deemed  to  have  any  right,  tide,
interest  or claim in or to any real or personal property  to  be
held by Bank or any third party after any foreclosure or transfer
in lieu of foreclosure of any security for the Loan.

               (1,)    Regardless of whether Guarantor  may  have
made  any  payments to Bank, Guarantor forever  waives:  (i)  all
rights to enforce any remedy that Bank may have against Borrower,
and  (ii) all rights to participate in any security now or  later
to  be held by Bank for the Loan. Provided such waiver shall  not
affect  or  impair any other right of contribution,  subrogation,
collection,  indemnity  or  rights  Guarantor  may  have  against
Borrower  contractually  or  arising  by  operation  of  law   or
otherwise.

          7.    Revival and Reinstatement. If Bank is required to
pay,  return  or  restore to Borrower or  any  other  person  any
amounts  previously paid on the Loan because  of  any  Insolvency
Proceeding of Borrower, any stop notice or any other reason,  the
obligations of Guarantor shall be reinstated and revived and  the
rights of Bank shall continue with regard to such amounts, all as
though they had never been paid.

          8.    Information Regarding Borrower and the  Property.
Before   signing   this  Guaranty,  Guarantor  investigated   the
financial  condition  and business operations  of  Borrower,  the
present and former condition, uses and ownership of the Property,
and  such other matters as Guarantor deemed appropriate to assure
itself  of Borrower's ability to discharge its obligations  under
the  Loan  Documents. Guarantor assumes full  responsibility  for
that  due  diligence,  as  well as for keeping  informed  of  all
matters  which may affect Borrower's ability to pay  and  perform
its  obligations  to  Bank.  Bank has  no  duty  to  disclose  to
Guarantor  any  information which Bank may have or receive  about
Borrower's  financial  condition  or  business  operations,   the
condition  or  uses  of the Property, or any other  circumstances
bearing on Borrower's ability to perform.

          9.    Subordination.  Any rights of Guarantor,  whether
now  existing or later arising, to receive payment on account  of
any  indebtedness (including interest) owed to it by Borrower  or
any  subsequent  owner of the Property, or  to  withdraw  capital
invested by it in Borrower, or to receive distributions from Borrower, 
shall at all times  be subordinate as to lien and time of payment and  in  all
other  respects to the full and prior repayment to  Bank  of  the
Loan.  Guarantor  shall  not be entitled to  enforce  or  receive
payment  of any sums hereby subordinated until the Loan has  been
paid  and  performed  in  full and  any  such  sums  received  in
violation  of  this Guaranty shall be received  by  Guarantor  in
trust  for Bank. The foregoing notwithstanding, Guarantor is  not
prohibited from receiving (a) such reasonable management fees  or
reasonable salary from Borrower as Bank may find acceptable  from
time  to time, ~) distributions from Borrower in an amount  equal
to  any  income taxes imposed on Guarantor which are attributable
to  Borrower's income from the Property, and (c) so long  as  the
loan  is  current  and Borrower maintains adequate  reserves  for
taxes,  insurance and maintenance, then Borrower is permitted  to
distribute  excess  proceeds for repayment of loans  incurred  by
Borrower from Guarantor in connection with the property.

          10.   Financial Information. Guarantor shall keep  true
and correct financial books and records, using generally accepted
accounting   principles  consistency  applied,  or   such   other
accounting principles as Bank in its reasonable judgment may find
acceptable  from  time  to time. Within thirty  (30)  days  after
written  request  by the Bank, but in no event earlier  than  one
hundred-twenty  (120) days after the end of each year,  Guarantor
shall  deliver to Bank its financial statement, together  with  a
statement  showing all changes in its financial  condition  which
occurred  during the preceding year and shall provide  copies  of
each  such  Guarantor's tax returns, together with all supporting
schedules,  including  without limitation  K-i  forms,  extension
requests   and  statements  of  contributions  to  subchapter   S
corporations  within thirty (30) days of filing  same.  Guarantor
shall  also promptly deliver to Bank all quarterly balance sheets
and  income  statements  if  they become  available  or  if  Bank
requests  them. Within thirty (30) days after written request  by
the  Bank,  Guarantor shall promptly provide Bank with any  other
financial   or  other  information  concerning  each  Guarantor's
affairs and properties as Bank may request.

          ii.  Guarantor's Representations and Warranties:

          Guarantor represents and warrants that:

               (a)   all financial statements and other financial
information furnished or to be furnished to Bank are or  will  be
true  and  correct and do or will fairly represent the  financial
condition of Guarantor (including all contingent liabilities);

               (1,)  all  financial statements were  or  will  be
prepared   in  accordance  with  generally  accepted   accounting
principles,  or  such  other  accounting  principles  as  may  be
acceptable  to Bank at the time of their preparation, consistency
applied; and

               (c)  there has been no material adverse change  in
Guarantor's financial condition since the dates of the statements
most recently furnished to Bank.

          12.   Events of Default. Bank may declare Guarantor  to
be  in default under this Guaranty upon the occurrence of any  of
the following events ("Events of Default"):

               (a)    Guarantor  falls  to  perform  any  of  its
obligations under this Guaranty; or

               (0)   Guarantor  revokes  this  Guaranty  or  this
Guaranty becomes ineffective for any reason; or

               (c)   Any representation or warranty made or given
by  Guarantor  to  Bank proves to be false or misleading  in  any
material respect; or

               (d)  Guarantor becomes insolvent or the subject of
any  Insolvency  Proceeding (except  that,  in  the  case  of  an
involuntary proceeding, the same shall not constitute an Event of
Default if the proceeding is dismissed within ninety (90) days of
filing); or

               (e)   Guarantor dies, dissolves or liquidates,  or
any  of  these  events  happens to any  of  Guarantor's  members,
general   partners  or  to  its  chief  executive   or   majority
shareholder, or Guarantor's managing general partner or its chief
executive  ceases for any reason to act in that  capacity  unless
within  ninety  (90)  days of the death or disability,  Guarantor
provides   a   substitute  guarantor  or  additional  collateral,
satisfactory to Bank, in Bank's sole discretion.

          13.  Arbitration.

               (a)   Mandatory Arbitration.  After  the  Deed  of
Trust  has  been released, fully reconveyed or extinguished,  any
controversy  or  claim  between or among the  parties,  including
those  arising out of or relating to this Guaranty  or  the  Loan
Documents and any claim based on or arising from an alleged tort,
shall  at  the request of any party be determined by arbitration.
The arbitration shall be conducted in accordance with the United
States Arbitration Act (Title  9, U.S. Code), notwithstanding any
choice  of  law  provision  in  this  Guaranty,  and  under   the
Commercial Rules of the AAA. The arbitrator(s) shall give  effect
to   statutes  of  limitation  in  determining  any  claim.   Any
controversy  concerning whether an issue is arbitrable  shall  be
determined  by  the arbitrator(s). Judgment upon the  arbitration
award  may  be  entered  in  any court having  jurisdiction.  The
institution and maintenance of an action for judicial  relief  or
pursuit of a provisional or ancillary remedy shall not constitute
a  waiver of the right of any party, including the plaintiff,  to
submit the controversy or claim to arbitration if any other party
contests such action for judicial relief.

               (0)  Real Property Collateral. Notwithstanding the
provisions of subsection 13(a), no controversy or claim shall  be
submitted  to arbitration without the consent of all parties  if,
at the time of the proposed submission, such controversy or claim
arises  from or relates to an obligation by Guarantor or Borrower
to  Bank  which  is secured by real property collateral.  If  all
parties  do  not  consent to submission of such a controversy  or
claim   to  arbitration,  the  controversy  or  claim  shall   be
determined by a court of competent jurisdiction.

               (c)     Provisional   Remedies.   Self-Help    and
Foreclosure.  No  provision of this Section 13  shall  limit  the
right of any party to exercise self-help remedies such as setoff,
foreclosure  against  or sale of any real  or  personal  property
collateral  or  security, or to obtain provisional  or  ancillary
remedies from a court of competent jurisdiction before, after, or
during  the pendency of any arbitration or other proceeding.  The
exercise of a remedy does not waive the right of either party  to
resort to arbitration or reference. At Bank's option, foreclosure
under  a deed of trust or mortgage may be accomplished either  by
exercise of power of sale under the deed of trust or mortgage  or
by judicial foreclosure.

          14.    Authorization:  No  Violation.    Guarantor   is
authorized  to execute, deliver and perform under this  Guaranty,
which  is  a  valid  and  binding  obligation  of  Guarantor.  No
provision  or obligation of Guarantor contained in this  Guaranty
violates  any  applicable law, regulation or  ordinance,  or  any
order  or  ruling  of any court or governmental agency.  No  such
provision or obligation conflicts with, or constitutes  a  breach
or default under, any agreement to which Guarantor is a party.

          15.     Additional    and   Independent    Obligations.
Guarantor's  obligations under this Guaranty are in  addition  to
its  obligations  under any other existing or future  guaranties,
each  of which shall remain in full force and effect until it  is
expressly  modified  or  released in a writing  signed  by  Bank.
Guarantor's  obligations under this Guaranty are  independent  of
those  of Borrower on the Loan. Bank may bring a separate action,
or commence a separate  reference or arbitration proceeding  against  Guarantor
without  first proceeding against Borrower, any other  person  or
any  security that Bank may hold, and without pursuing any  other
remedy.  Bank's rights under this Guaranty shall not be exhausted
by  any action by Bank until the Loan has been paid and performed
in full.

          16.   No  Waiver:  Consents: Cumulative Remedies.  Each
waiver  by  Bank  must  be in writing, and  no  waiver  shall  be
construed as a continuing waiver. No waiver shall be implied from
Bank's  delay in exercising or failure to exercise any  right  or
remedy  against Borrower, Guarantor or any security.  Consent  by
Bank to any act or omission by Borrower or Guarantor shall not be
construed  as  a  consent  to  any other  or  subsequent  act  or
omission, or as a waiver of the requirement for Bank's consent to
be obtained in any future or other instance. All remedies of Bank
against Borrower and Guarantor are cumulative.

          17.   No Release. Guarantor shall not be released  from
its obligations under this Guaranty except by a writing signed by
Bank  or  performance  in  full of  the  obligations  under  this
Guaranty.  The  failure of any Guarantor to  sign  this  Guaranty
shall  not  in any way affect, release or discharge the liability
of any Guarantor who signs this Guaranty. In the event that there
are  multiple  Guarantors, Bank's release of  one  or  more  such
Guarantors shall not in any way affect, release or discharge  the
liability of the remaining Guarantors hereunder.

          18.   Heirs.  Successors  and Assigns:  Participations.
The  terms  of  this Guaranty shall bind and benefit  the  heirs,
legal  representatives,  successors  and  assigns  of  Bank   and
Guarantor; provided, however, that Guarantor may not assign  this
Guaranty,  or assign or delegate any of its rights or obligations
under this Guaranty, without the prior written consent of Bank in
each  instance.  Bank in its sole discretion may sell  or  assign
participations or other interests in the Loan and this  Guaranty,
in  whole  or  in part, all without notice to or the  consent  of
Guarantor  and  without affecting Guarantor's  obligations  under
this  Guaranty.  Also  without  notice  to  or  the  consent   of
Guarantor,  Bank  may  disclose any and all  information  in  its
possession  concerning Guarantor, this Guaranty and any  security
for  this Guaranty to any actual or prospective purchaser of  any
securities issued or to be issued by Bank, and to any  actual  or
prospective purchaser or assignee of any participation  or  other
interest in the Loan and this Guaranty.

          19.   Notices.  All notices given under  this  Guaranty
must be in writing and shall be effectively served upon delivery,
or  if  mailed,  upon  the  first to  occur  of  receipt  or  the
expiration of forty-eight hours after deposit in certified United
States  mail, postage prepaid, sent to the party at  its  address
given  at  the  end  of  this  Guaranty.   Those  addresses
may  be  changed by Bank or Guarantor by written  notice  to  the
other  party. Service of any notice on any one Guarantor  signing
this  Guaranty  shall be effective service on Guarantor  for  all
purposes.

          20.   Rules of Construction. In this Guaranty, the word
"Borrower" includes both the named Borrower and any other  person
who at any time assumes or otherwise becomes primarily liable for
all  or any part of the obligations of the named Borrower on  the
Loan.  The word "person" includes any individual, company,  trust
or  other  legal entity of any kind. If this Guaranty is executed
by  more than one person, the word "Guarantor" includes all  such
persons.   The  word  "include(s)"  means  "include(s),   without
limitation," and the word "including" means "including,  but  not
limited  to."  When the context and construction so require,  all
words  used in the singular shall be deemed to have been used  in
the  plural  and  vice  versa. No listing of specific  instances,
items or matters in any way limits the scope or generality of any
language  of  this  Guaranty.  All  headings  appearing  in  this
Guaranty  are  for convenience only and shall be  disregarded  in
construing this Guaranty.

          21.  Governing Law. This Guaranty shall be governed by,
and  construed  in  accordance with, the laws  of  the  State  of
Oregon.

          22.  Costs and Expenses.  If any lawsuit, reference  or
arbitration is commenced which arises out of, or which relates to
this  Guaranty,  the Loan Documents or the Loan,  the  prevailing
patty  shall  be entitled to recover from each other  party  such
sums  as  the  court, referee or arbitrator  may  adjudge  to  be
reasonable  attorneys'  fees  (including  allocated   costs   for
services  of  in-house counsel) in the action or  proceeding,  in
addition to costs and expenses otherwise allowed by law.  In  all
other  situations, including any Insolvency Proceeding, Guarantor
agrees  to  pay  all  of  Bank's costs  and  expenses,  including
attorneys' fees (including allocated costs for services of Bank's
in-house counsel) which may be incurred in any effort to  collect
or  enforce  the  Loan  or any part of it or  any  term  of  this
Guaranty. From the time(s) incurred until paid in full  to  Bank,
all  sums shall bear interest at the Default Rate provided in the
Note.

          23.   Consideration.  Guarantor  acknowledges  that  it
expects  to benefit from Bank's extension of the Loan to Borrower
because of its relationship to Borrower, and that it is executing
this Guaranty in consideration of that anticipated benefit.

          24.   Integration:  Modifications.  This  Guaranty  (a)
integrates  all  the  terms  and  conditions  mentioned   in   or
incidental   to   this   Guaranty,  (1))  supersedes   all   oral
negotiations  and  prior  writings with respect  to  its  subject
matter,     and     (c)     is      intended     by
Guarantor and Bank as the final expression of the agreement  with
respect  to  the terms and conditions set forth in this  Guaranty
and  as  the complete and exclusive statement of the terms agreed
to  by  Guarantor  and  Bank.  No representation,  understanding,
promise  or  condition  shall be enforceable  against  any  party
unless it is contained in this Guaranty. This Guaranty may not be
modified except in a writing signed by both Bank and Guarantor.

          25.   Miscellaneous. The death or legal  incapacity  of
any  Guarantor  shall  not  terminate  the  obligations  of  such
Guarantor  or any other Guarantor under this Guaranty,  including
its  obligations with regard to future advances  under  the  Loan
Documents.  The liability of all persons who are  in  any  manner
obligated  under  this Guaranty shall be joint and  several.  The
illegality or unenforceability of one or more provisions of  this
Guaranty shall not affect any other provision. Any Guarantor  who
is  married  agrees  that Bank may look to  all  of  his  or  her
community  property and separate property to satisfy his  or  her
obligations  under this Guaranty. Time is of the essence  in  the
performance of this Guaranty by Guarantor.

          26.   Special Provision. Without limiting the foregoing or any other
provision of this Loan Agreement or the Loan Documents, in  order
to  avoid  any misunderstanding between the parties, the  parties
agree to the following special provision:

     Guarantor  and each of its constituent partners,  and  their
     permitted  successors and assigns (if any),  agree  that  no
     agreement,  representation, warranty,  promise,  commitment,
     or  statement  of  any kind (collectively, "Statements")  by
     any  person related directly or indirectly to this  Loan  or
     the   Property  shall  be  binding  on  Bank,  its   parent,
     subsidiaries,  affiliates,  participants,  assigns,  or  the
     officers,  directors, employees, and agents of any  of  them
     (collectively,  the  "Bank  Related  Parties"),  unless  the
     Statements  are in writing and executed by a duly authorized
     officer  of  Bank,  Guarantor and each  of  its  constituent
     partners,  and  their permitted successors and  assigns  (if
     any), agree not to rely upon such Statements in any way  and
     further   agree  not  to  claim  waiver  of  the   foregoing
     provision  (requiring all Statements to be in  writing)  for
     any reason. This provision requiring any Statement to be  in
     writing  to be enforceable against the Bank Related  Parties
     cannot be waived orally or by conduct.


GUARANTOR:                               Address Where Notices to
                                         Guarantor are to be Sent


JOSPEH W. ANGEL, II                      Portland Lofts Associates L. P.
                                         c/o Restaurant Management Northwest,
                                         Inc
                                         1410 S.W.
                                         Jefferson Street
                                         Portland, Oregon 97201

                                         Copy to:

                                         Mr. Chris Walters
                                         Ball, Janick & Novack
                                         101 S.W. Main Street,
                                         Suite 1100
                                         Portland, Oregon 97204




                                         Address Where Notices to Bank are
                                         to be sent:
                                         BANK OF AMERICA - OREGON
                                         Loan Administration  No.2098
                                         P.O. Box 3066
                                         Portland, OR 97208