FIXED RATE PROGRAM
                PROMISSORY NOTE SECURED BY MORTGAGE

LOAN                           NO.                           96-062
March 20, 1996
                                                  Chicago, Illinois

MAKER:                                   THE  COSMOPOLITAN AT MEARS
                         PARK,  LLC., a Delaware limited  liability
                         company

MAKER'S ADDRESS:         Batterymarch Park II
                         Quincy, MA  02169

PRINCIPAL AMOUNT:        Seven  Million  and  no/100  Dollars
                         ($7,000,000.00), together with  all  other
                         amounts  added  thereto pursuant  to  this
                         Note  or  otherwise payable in  accordance
                         with the Loan Documents.

PAYEE AND HOLDER:        Heller  Financial, Inc., a  Delaware
                         corporation,   and  its   successors   and
                         assigns.

PAYMENT ADDRESS:         500 West Monroe Street, 15th Floor
                         Chicago,   Illinois
                         60661

                         or such other address
                         as   Holder  may  hereafter  designate  in
                         writing to Maker.

PRINCIPAL:               Patrick Carney

INITIAL PAYMENT DATE:    May 1, 1996.

MATURITY DATE:           March  31, 2003, or any earlier
                         date  on which the entire unpaid Principal
                         Amount  shall  be paid or required  to  be
                         paid   in  full,  whether  by  prepayment,
                         acceleration or otherwise.

AMORTIZATION PERIOD:     25 Years.

AMORTIZATION SCHEDULE:   The  amortization schedule attached hereto
                         as Exhibit A.

CONTRACT RATE:           A rate of interest equal to nine
                         and 14/100ths percent (9.14%) per annum.

DEFAULT RATE:            The Contract Rate plus 500 basis
                         points per annum.

LATE CHARGE:             Five  percent  (5%)  of   each
                         delinquent payment.

PROPERTY:                Cosmopolitan at Mears Park
                         Apartments
                         250 East Sixth Street
                         St. Paul, Ramsey County, Minnesota

MORTGAGE:                The  mortgage or deed of trust,
                         assignment of rents and security agreement
                         of    even   date   herewith   (and    any
                         modification,   renewal    or    extension
                         thereof)  securing repayment of  the  Loan
                         and  encumbering, among other things,  the
                         Property.

LOAN:                    The  loan  from Holder  to
                         Maker  evidenced by this Note and  secured
                         by the other Loan Documents.

LOAN DOCUMENTS:          This Note, the Mortgage and any other
                         documents evidencing or securing the  Loan
                         or  executed in connection therewith,  and
                         any  modification, renewal  and  extension
                         thereof.

NOTE:                    This   Promissory   Note
                         Secured by Mortgage and any modifications,
                         renewals  or  extensions  hereof  and  any
                         substitutions therefor.

1.   Promise to Pay.

      FOR  VALUE  RECEIVED, Maker promises to pay to the  order  of
Holder  at  the Payment Address the Principal Amount  (or  so  much
thereof  as may from time to time be outstanding) on or before  the
Maturity  Date,  together with interest thereon as hereinafter  set
forth, payable in lawful money of the United States of America.

2.   Principal and Interest.

      So  long as no Event of Default exists, interest shall accrue
on  the  Principal  Amount  from time to time  outstanding  at  the
Contract Rate based on a 360 day year consisting of 12 months of 30
days  each.   Principal and interest shall be paid  to  the  Holder
hereof  as  follows:  (a) On the Initial Payment Date  and  on  the
first  day  of  each month thereafter, Maker shall  pay  to  Holder
monthly  payments  of principal and interest due  for  such  period
based  upon  the  Amortization Schedule; and  (b)  the  outstanding
Principal Amount of this Note, together with all accrued and unpaid
interest,  shall be due and payable in full on the  Maturity  Date.
Whenever any payment is stated to be due or a computation is to  be
made  on  a  day  which  is not a business  day,  such  payment  or
computation will be made on the next succeeding business  day,  and
such  extension  of  time will be included in  the  computation  of
interest.

3.   Prepayment.

      This Note may be prepaid in full but not in part at any time,
provided that any such prepayment shall be:  (i) accompanied by all
accrued  and unpaid interest and all fees and costs due from  Maker
to  Holder; (ii) made only upon Holder's receipt of at least thirty
(30) days' prior written notice of Maker's election to prepay;  and
(iii)  accompanied by (x) the "Yield Maintenance  Amount",  if  the
prepayment  occurs during the first five (5) "Loan Years",  or  (y)
the  "Prepayment  Premium", if prepayment occurs during  the  sixth
(6th)  or  seventh (7th) "Loan Year's".  The Loan  may  be  prepaid
without payment of a Yield Maintenance Amount or Prepayment Premium
during  the  last one hundred eighty (180) days of the  loan  term.
Notwithstanding  the foregoing, the application  of  any  insurance
proceeds  or condemnation awards to the Indebtedness in  accordance
with Paragraph 5 of the Mortgage shall not result in the payment of
any prepayment penalty or Yield Maintenance Amount.

      "Yield  Maintenance Amount" means an amount, never less  than
zero, equal to the following:

     (A)  The Contract Rate,

                               MINUS

      (B)   The yield ("U.S. Securities Rate"), as of the  date  of
such prepayment, as published by the Federal Reserve System in  its
"Statistical Release H.15(519), Selected Interest Rates" under  the
caption  "U.S. Government Securities/Treasury Constant Maturities",
for  a U.S. Government Security with a term equal to that remaining
on  this  Note on the date of such prepayment (which  term  may  be
obtained by interpolating between the yields published for specific
whole years),

                  DIVIDED BY TWELVE (12) AND THE
                QUOTIENT THEREOF THEN MULTIPLIED BY

     (C)  The amount prepaid on the date of such prepayment,

            AND THE PRODUCT THEREOF THEN MULTIPLIED BY

      (D)   The number of whole months remaining from the  date  of
            prepayment through the Maturity Date,

              AND THE PRODUCT THEREOF THEN DISCOUNTED
                  TO OBTAIN THE PRESENT VALUE BY

     (E)  Discounting, assuming monthly compounding, such amount at
          the U.S. Securities Rate.

        "Prepayment Premium" means an amount equal to the following:

Loan Year During Which Prepayment Occurs      Prepayment Premium
     Loan Year 6                              Two percent (2%) of the
                                              current outstanding
                                               balance
     Loan Year 7                               One percent (1%) of the
                                               current outstanding
                                               balance



      All  percentages shall be rounded to the nearest one  hundred
thousandth percent and dollar amounts to the nearest whole  dollar.
Maker  acknowledges and agrees that any prepayment of this Note  by
virtue of the occurrence of an Event of Default hereunder shall  be
deemed  a  voluntary  prepayment for purposes  of  determining  the
applicability of the Yield Maintenance Amount.

4.   Default.

     4.1  Events of Default.

           The  following  shall constitute an "Event  of  Default"
     under this Note:  (i) failure to pay any amounts owed pursuant
     to  this Note within ten (10) calendar days after such payment
     is  due; and (ii) the occurrence of any Event of Default under
     any of the other Loan Documents.

     4.2  Remedies.

           So  long  as  an  Event of Default remains  outstanding:
     (a)  interest  shall accrue at the Default Rate  and,  to  the
     extent  not  paid  when due, shall be added to  the  Principal
     Amount; (b) Holder may, at its option and without notice (such
     notice  being expressly waived), declare the unpaid  Principal
     Amount immediately due and payable.  Holder's rights, remedies
     and  powers,  as  provided in this Note  and  the  other  Loan
     Documents,  are cumulative and concurrent, and may be  pursued
     singly,  successively or together against Maker, the  security
     described in the other Loan Documents, any guarantor(s) hereof
     and any other security given at any time to secure the payment
     hereof,  all  at the sole discretion of Holder.  Additionally,
     Holder may resort to every other right or remedy available  at
     law  or  in  equity without first exhausting  the  rights  and
     remedies  contained herein, all in Holder's  sole  discretion.
     Failure of Holder, for any period of time or on more than  one
     occasion,  to  exercise its option to accelerate the  Maturity
     Date  shall  not constitute a waiver of the right to  exercise
     the  same  at any time during the continued existence  of  any
     Event of Default or any subsequent Event of Default.

5.   Late Charge.

     If payments of principal and/or interest, or any other amounts
under  the  other  Loan Documents are not timely  made  and  remain
overdue  for a period of ten days, Maker, without notice or  demand
by Holder, promptly shall pay the Late Charge computed on such past
due  amounts.   Until paid, the Late Charge shall be added  to  the
Principal  Amount.  Nothing in this Note shall be construed  as  an
obligation on the part of Holder to accept, at any time, less  than
the full amount then due hereunder, or as a waiver or limitation of
Holder's right to compel prompt performance.

6.   Jury Trial Waiver.

     MAKER, AND HOLDER BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVE
THEIR  RESPECTIVE  RIGHT  TO A TRIAL  BY  JURY  IN  ANY  ACTION  OR
PROCEEDING  BASED UPON, OR RELATED TO, THE SUBJECT MATTER  OF  THIS
NOTE AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED.  THIS
WAIVER  IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY  MAKER
AND  HOLDER, AND MAKER ACKNOWLEDGES THAT NEITHER THE HOLDER NOR ANY
PERSON  ACTING ON BEHALF OF THE HOLDER HAS MADE ANY REPRESENTATIONS
OF  FACT  TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS  TAKEN  ANY
ACTIONS  WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  MAKER  AND
HOLDER  ACKNOWLEDGE  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT  TO
ENTER  INTO  A  BUSINESS RELATIONSHIP, THAT MAKER AND  HOLDER  HAVE
ALREADY  RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND  THAT
EACH  OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED
FUTURE  DEALINGS.  MAKER AND HOLDER FURTHER ACKNOWLEDGE  THAT  THEY
HAVE   BEEN  REPRESENTED  (OR  HAVE  HAD  THE  OPPORTUNITY  TO   BE
REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF  THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL.

7.   Waiver.

      Except as specifically required by the Loan Documents, Maker,
for itself and all endorsers, guarantors and sureties of this Note,
and   each   of  them,  and  their  heirs,  legal  representatives,
successors and assigns, respectively hereby waives presentment  for
payment, demand, notice of nonpayment, notice of dishonor,  protest
of  any  dishonor, notice of protest and protest of this Note,  and
all  other  notices  in  connection with the delivery,  acceptance,
performance,  default or enforcement of the payment of  this  Note,
and  agrees  that its liability shall be unconditional and  without
regard to the liability of any other party and shall not be in  any
manner  affected  by any indulgence, extension  of  time,  renewal,
waiver  or  modification granted or consented  to  by  the  Holder.
Maker,  for  itself and all endorsers, guarantors and  sureties  of
this   Note,   and   each   of  them,  and   their   heirs,   legal
representatives,   successors  and  assigns,  respectively   hereby
consents   to   every  extension  of  time,  renewal,   waiver   or
modification  that  may be granted by Holder with  respect  to  the
payment or other provisions of this Note, and to the release of any
makers,  endorsers, guarantors or sureties, or  of  any  collateral
given  to  secure the payment hereof, or any part hereof,  with  or
without   substitution,  and  agrees  that  additional  makers   or
guarantors or endorsers may become parties hereto without notice to
Maker and without affecting the liability of Maker hereunder.

8.   Security, Application of Payments.

       This  Note  is  secured  by  the  liens,  encumbrances,  and
obligations created hereby and by the other Loan Documents and  the
terms  and  provisions  of  the other  Loan  Documents  are  hereby
incorporated  herein.  Each payment on the Loan is  to  be  applied
when  received first to the payment of any fees, expenses or  other
costs Maker is obligated to pay hereunder or under the terms of the
other  Loan  Documents, second to the payment of  any  accrued  and
unpaid  Late  Charge,  third  to the payment  of  interest  on  the
Principal  Amount  from  time to time  remaining  unpaid,  and  the
remainder  of  such payment shall be used to reduce  the  Principal
Amount.

9.   Miscellaneous.

     9.1   Amendments.

            This Note may not be terminated or amended orally,  but
     only  by  a  termination or amendment  in  writing  signed  by
     Holder.

     9.2   Lawful Rate of Interest.

           In no event whatsoever shall the amount of interest paid
     or  agreed  to be paid to Holder pursuant to this Note  exceed
     the   highest  lawful  rate  of  interest  permissible   under
     applicable   law.   If,  from  any  circumstances  whatsoever,
     fulfillment of any provision of this Note and the  other  Loan
     Documents shall involve exceeding the lawful rate of  interest
     which  a  court of competent jurisdiction may deem  applicable
     hereto, then ipso facto, the obligation to be fulfilled  shall
     be  reduced to the highest lawful rate of interest permissible
     under such law and if, for any reason whatsoever, Holder shall
     receive, as interest, an amount which would be deemed unlawful
     under  such applicable law, such interest shall be applied  to
     the Principal Amount (whether or not due and payable), and not
     to  the  payment  of interest, or refunded to  Maker  if  such
     Principal Amount has been paid in full.

     9.3   Captions; Definitions.

            The  captions of the Paragraphs of this  Note  are  for
     convenience  only and shall not be deemed to modify,  explain,
     enlarge or restrict any of the provisions hereof.  Each of the
     terms defined before Paragraph 1 hereof shall have the meaning
     set forth following such term when used throughout this Note.

     9.4   Severable Provisions.

             Every  provision  of  this  Note  is  intended  to  be
     severable.  If any term or provision hereof is declared  by  a
     court  of  competent  jurisdiction to be illegal,  invalid  or
     unenforceable  for  any  reason whatsoever,  such  illegality,
     invalidity or unenforceability shall not affect the balance of
     the  terms  and provisions hereof, which terms and  provisions
     shall remain binding and enforceable.

     9.5   Notices.

            Notices  shall be given under this Note  in  conformity
     with the terms and conditions of the Mortgage.

     9.6   Joint and Several.

           The obligations of Maker in this Note shall be joint and
     several  obligations of Maker and of each Maker, if more  than
     one,  and  of  each  Maker's heirs, personal  representatives,
     successors and assigns.

     9.7   Time of Essence.

            Time is of the essence of this Note and the performance
            of each of the covenants and agreements contained herein.

     9.8   Governing Law.

            This Note shall be governed by the laws of the State of
            Illinois.

10.  Exculpation.

      Subject to the provisions set forth below, neither Maker  nor
Principal  shall  be personally liable to pay the Principal  Amount
and  Holder  agrees to look solely to the Property  and  any  other
collateral  heretofore, now, or hereafter pledged by any  party  to
secure the Principal Amount.  Notwithstanding the foregoing,  Maker
and Principal, jointly and severally, shall be personally liable to
pay  (A)  the  Principal Amount in the event of, and  all  damages,
including but not limited to attorneys' fees and expenses,  arising
from  the  breach  of  the  provisions contained  in  Paragraphs  8
(inspection),  10  (financial statements),  15  (transfers  of  the
property  or  beneficial  interest in Maker;  assumption),  16  (no
additional  liens), and 17 (single asset entity) of  the  Mortgage;
and  (B) all damages, including but not limited to attorneys'  fees
and expenses, arising from:

          (i)   the  collection and receipt of proceeds and  income
          from  the  Property and the other assets and  obligations
          securing  the  Loan  by or for the benefit  of  Maker  or
          Principal  following an Event of Default  which  are  not
          paid to Holder or applied to the Property in the ordinary
          course of business;

    (ii)  fraud;

          (iii)     material misrepresentation;

          (iv)  misapplication or misappropriation of  funds  which
          come into the possession of Maker or Principal; or

          (v)  intentional or material waste to the Property.

      The foregoing shall in no way limit or impair the enforcement
against  the  Property or any other security granted  by  the  Loan
Documents  of any of the Holder's rights and remedies  pursuant  to
the Loan Documents.


      IN  WITNESS WHEREOF, Maker does execute this Note as  of  the
date set forth above.

                                   MAKER:


                                   THE COSMOPOLITAN AT MEARS PARK,
                                   LLC.,    a    Delaware   limited
                                   liability company



                                   By:____________________________
                                        Terrence P. Sullivan
                                        Its Manager