PROMISSORY NOTE

$340,000.00
December   18,    1996

Portland,    Oregon

               FOR VALUE RECEIVED, the undersigned, PORTLAND LOFTS
ASSOCIATES    LIMITED    PARTNERSHIP,    a    Delaware
limited    partnership    ("Obligor"),    hereby promises to
pay to the order of  JOSEPH W. ANGEL (J. Angel') and LYNNE
I.  ANGEL (L. Angel) and, together with J. Angel, "Obligees) at their
respective  addresses  hereinafter  set  forth,
the principal amount of THREE  HUNDRED  FORTY     THOUSAND
AND     NO/100   DOLLARS ($340,000.00), plus interest and other amounts 
as provided herein, all in lawful money of the United States of America.

               The unpaid principal balance of this Promissory Note 
(this 'note) shall bear interest from December 1,  1996  at  the  rate
of  eleven percent  (11.0%)  per  annum;  provided  that after the
occurrence and during the continuance of  an Event  of  Default
(hereinafter  defined),  the unpaid principal balance of, and all overdue
interest on, this Note shall bear interest at the rate  of
fifteen percent (15.0%) per annum.  Commencing  on  January 1,  1997,  and  
continuing  on  the  first day of each  calendar  month  thereafter  to 
and  including December  1,  2006,  Obligor  shall  make monthly payments
of principal  and  interest  hereunder,each  in  the  amount  of  $4,683.50.
Unless previously accelerated in the manner provided  below,  the
entire  unpaid  principal  balance  of  and all unpaid accrued interest on 
this Note shall be due and payable in  full  on  January  1,  2007  (the
maturity date).

               Obligor shall (i) pay one-half of  any amount  payable  to
Obligees  hereunder  to  J. Angel at 937 S.W. 14th Ave.,  Suite  201, 
Portland,  OR 97205,  or  such  other  address  as  he  may
specify from time to time by written notice to Obligor-, and
(ii) pay one-half of any amount payable to Obligees thereunder to 
L. Angel at 18 16 SW Hawthorn Terrace, Portland, OR 97201, or such other
address as she may specify from  time to  time  by  written  notice  to
Obligor.

               This Note may be prepaid in whole or in part at any time
without penalty;  provided that any such prepayment shall be paid  one-half
to  J.  Angel  and  one-half  to  L.  Angel. All payments made pursuant to
this Note shall be applied first  to  the  payment  of  attorneys'  fees,
costs, and other charges to the extent provided herein, then to accrued
interest hereon; and  then  to principal.

               Time is of the essence of the performance of Obligor's
obligations under this Note.  In the event Obligor fails to pay the 
amount owing under this Note within ten (I0) business days after written 
notice from either Obligee stating that such  payment  is  past  due,  such
failure shall constitute an "Event of Default." Upon  the occurrence  of  an
Event  of  Default,  the entire unpaid principal balance of this Note and all
unpaid accrued interest hereon shall, at Obligees' option, be added to the
Developer's Priority Amount (as that term is defined in the Amended and
Restated  Agreement  of  Limited  Partnership of  Obligor).  Obligee  shall
be  entitled  to exercise such remedy at any time while  such  Event  of
Default  is  continuing.  Obligee's  failure  to exercise such remedy shall
not be deemed a waiver  of any  existing  or  subsequent  default  or  a
 waiver of any such remedy.

                  If following the occurrence of any default  thereunder,
Obligees  consult  with  an attorney regarding the enforcement of any of 
their rights under this Note, or if this  Note  is  placed  in the hands 
of an attorney for collection, or if a suit ,action  or  other  proceeding
of  any  nature  whatsoever is instituted to enforce this Note or  in
connection  with  any  controversy  thereunder,  Obligor agrees to pay all 
costs thereof, including reasonable attorneys' fees, if Obligees  prevail  in
such suit, action, or other proceeding.  Such costs and attorneys'  fees  
shall  include,  without limitation, those incurred on any appeal or review.

                 Obligor hereby waives presentment demand for payment, 
notice of dishonor,  protest, and notice of protest.

                 Any modification to this Note must be set forth  in  a 
writing  which,  to  the  extent  enforcement thereof may be sought against
Obligees, must be executed by both Obligees.

                 All notices under this Note shall  be  in writing.  Notices
may  be  (i)  delivered  personally, (ii) transmitted by facsimile, (iii) 
delivered by a recognized national overnight  delivery service, or (iv) 
mailed by  certified  United States mail,  postage  prepaid  and  return  
receipt  requested.  Notices to Obligor shall be directed to their
respectiive addresses set forth beneath its  signature below,
or to such other or additional address as it may specify from  time  to  
time  by  written  notice to Obligees.  Notices to Obligees shall be directed
to their respective  addresses  set  forth above in this Note or to such 
other or additional address as  either  of  them  may  specify  from  time
to time by written notice to Obligor.  Any notice delivered in accordance 
with this paragraph shall be deemed given when actually received or, if
earlier, (a) in the case of any notice  transmitted by facsimile, on the 
date on which the transmitting  party  receives  confirmation  of
receipt by facsimile  transmission, telephone, or otherwise, (b) in  the  
case  of  any  notice  delivered  by a recognized national overnight delivery
service, on the next business day  after  delivery  to  the  service or, if 
different, on the day designated for delivery, or (c) in the case of any  
notice  mailed  by certified U.S. mail, three business days after deposit
therein.

              This Note shall be governed by and construed in accordance 
with the laws of the State of Oregon (without regard to the principles 
thereof relating to conflicts of laws.

                      PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP, 
                      a Delaware Limited partnership
                      By:    Historic Preservation Properties 1989
                             Limited Partnership, its general partner

                             By: Boston Historic Properties Limited
                                 Partnership, its general partner

                                 By  Terrence P. Sullivan
                                 Title General Partner

                                 By. East Bank Angel Joint Venture, 
                                     an Oregon general partnership, 
                                     its general partner

                                 BY: Joseph W. Angel II, partner


                                     Address for Notices to Obligor:

                                         c/o Claremont Management Corporation
                                             Batterymarch Park II
                                             Quincy, MA 02169
                                             Fax No.: (617-472-3670