STANDING LOAN AGREEMENT


     This  Standing  Loan Agreement (hereinafter referred  to  as
"Loan Agreement"), dated as of June 20, 1996, is between PORTLAND
LOFTS   ASSOCIATES   LIMITED  PARTNERSHIP,  a  Delaware   limited
partnership  (Borrower") and BANK OF AMERICA  OREGON,  an  Oregon
state chartered commercial bank ("Bank").


                            Agreement

I.   Loan Terms.

     1.1  Amount and Purpose.

          Bank  shall  make a loan to Borrower in  the  principal
amount  of  Five  Million  Six Hundred Twenty-Five  Thousand  and
No/100  Dollars  ($5,625,000.00) (the  "Loan")  to  be  used  for
Refinance as described below.

     The Loan will be evidenced by a promissory note (the "Note")
payable to Bank in the original principal amount of the Loan  and
will  be  secured  by a Deed of Trust with Assignment  of  Rents,
Security  Agreement and Fixture Filing ("Deed of Trust") covering
certain real property commonly known as Honeyman Hardware  Lofts,
502-514  N.W.  9th Avenue, Portland, Oregon 97209 (together  with
all   improvements   now  or  hereafter  located   thereon,   the
"Property")  and certain personal property and other  collateral.
Joseph   W.   Angel,   II  and  Lynne  I.  Angel   (collectively,
"Guarantors")  will  guaranty Borrower's obligations  under  this
Loan  Agreement  pursuant  to a Payment  Guaranty  of  even  date
herewith (collectively, the "Guaranties").

     1.2  Documentation.

          At  the  closing  of  this transaction,  Borrower  will
deliver  the  following documents and other items,  executed  and
acknowledged   as   appropriate,  all  in  form   and   substance
satisfactory to Bank: (a) this Loan Agreement; (b) the Note;  (c)
the Deed of Trust; (d) a UCC- 1 Financing Statement perfecting  a
first-position lien on all personal property collateral; (e)  the
Guaranties,  (f)  a  1970  form  ALTA  extended  coverage   title
insurance policy insuring Bank that the Deed of Trust constitutes
a  valid  and  enforceable  lien  on  the  Property  subject  and
subordinate  only  to  such liens or other matters  as  Bank  has
approved in writing; (g) if the Deed of Trust is to be junior  to
any  other lien or deed of trust on the Property, a Beneficiary's
Statement  from the holder of such prior lien or deed  of  trust;
(h) evidence of the casualty  and other insurance coverage required  under  this
Loan  Agreement; (i) if Borrower is anything other than a natural
person, evidence of Borrower's due formation and good standing or
existence, as well as due authorization and execution of the Loan
Documents;  (])  if  applicable,  Subordination  Agreements   and
Estoppels from tenants leasing space in the Property; (k) if  the
Property  is to be leased to third parties, Borrower's pro  forma
lease  form; (1) a loan fee in the amount of $70,312.50;  (m)  an
Environmental Questionnaire and Disclosure Statement prepared and
certified  by  Borrower, and, if Bank requires, an  environmental
survey  of  the Property prepared by an environmental  consultant
satisfactory  to  Bank;  and (n) such other  documents,  Property
information and other assurances as Bank may require.

     1.3  INTENTIONALLY DELETED

     1.4  Disbursement Procedures.

          Bank shall disburse the Loan proceeds as follows:

          (a)   Pay  Bank  of America Oregon a loan  fee  in  the

amount of $70,312.50;

          (b)  Pay Bank of America Oregon $55.00 to reimburse the

fee advanced for pre-closing and post-closing UCC searches;


          (c)   Pay  Bank of America Oregon Commercial  Appraisal

Group for preparation and review of the appraisal;



          (d)   Pay  Bank  of  America Oregon  to  reimburse  the

amounts  advanced or incurred for legal fees in  connection  with

the closing and administration of the loan;


          (e)   Pay Chicago Title Insurance Company for recording

and escrow fees, title charges and related fees.


          (f)   Pay  any  unpaid  taxes and  assessments  on  the

Property, plus interest;


          (g)   Payoff the indebtedness evidenced by  a  lien  in
favor  of  City of Portland recorded on March 11,  1992,  in  the
original amount of $15,000.00

          (h)   Pay $5,400,000.00 to be held in escrow under  the
terms  of  the  Settlement Agreement dated May 21.  1996     among
Borrower,  Bank,  Kearney Street Real Estate  Company,  L.P.  and
others.

          (i)   Any remaining loan proceeds shall be paid per the
Borrower's instructions.


II.  Covenants of the Borrower.

     Borrower promises to keep each of the following covenants:

     2.1  Compliance with Law.

          Borrower  shall  comply with all  existing  and  future
laws, regulations, orders, building restrictions and requirements
of, and all agreements with and commitments to, all governmental,
judicial  or  legal  authorities  having  jurisdiction  over  the
Property and Borrower's business.

     2.2  Conditional Sales Contracts.

          Without  Bank's  prior written consent,  which  consent
shall  not be unreasonably withheld, Borrower shall not  purchase
any materials, equipment, furnishings or fixtures to be installed
on  the  Property  under any agreement where the seller  reserves
title  or  the right of removal or repossession after such  items
are installed on the Property.

     2.3  Site Visits.

          Borrower shall allow Bank access to the Property at any
reasonable  time  between the hours of 9:00 a.m.  and  5:00  p.m.
after reasonable advance notice for the purposes of performing an
appraisal,  inspecting the Property, taking soil  or  groundwater
samples, and conducting tests, among other things, to investigate
for  the  presence of Hazardous Substances, as defined in Article
IV. Borrower shall also allow Bank to examine, copy and audit its
books and records.  Bank is under no duty to visit or observe the
Property,  or  to examine any books or records. Any  site  visit,
observation  or  examination by Bank  shall  be  solely  for  the
purpose  of  protecting  Bank's security  and  preserving  Bank's
rights  under the Loan Documents. Bank owes no duty  of  care  to
protect  Borrower  or  any  other party  against,  or  to  inform
Borrower  or any other party of, any adverse condition  affecting
the Property, including any defects in the design or construction
of  any  improvements  on the Property or  the  presence  of  any
Hazardous Substances on the Property.

     2.4  Insurance.

          Borrower shall maintain the following insurance:

          (a)  All risk property damage insurance in nonreporting
     form  on the Property, with a policy limit in an amount  not
     less  than  the  full insurable value of the Property  on  a
     replacement  cost  basis, including tenant improvements,  if
     any.  The  policy shall include a business interruption  (or
     rent loss, if more appropriate) endorsement in the amount of
     six  months'  projected  rents or income,  a  lender's  loss
     payable  endorsement (438 BFU) in favor  of  Bank,  and  any
     other endorsements required by Bank.

          (b)  Comprehensive General Liability coverage with such
     limits  as  Bank  may  require. Should other  than  Borrower
     provide the insurance, such policy shall name Borrower as an
     additional  insured  with respect to the Property.  Coverage
     shall be written on an occurrence basis, not claims made.

          (c)   Such  other insurance as Bank may require,  which
     may include earthquake and flood.

All  policies  of insurance required by Bank must  be  issued  by
companies approved by Bank and otherwise be acceptable to Bank as
to  amounts, forms, risk coverages and deductibles. In  addition,
each  policy (except workers' compensation) must provide Bank  at
least thirty (30) days' prior notice of cancellation, non-renewal
or  modification. If Borrower fails to keep any such coverage  in
effect  while  the  Loan is outstanding,  Bank  may  procure  the
coverage  at Borrower's expense.  Borrower shall reimburse  Bank,
on  demand,  for  all premiums advanced by Bank,  which  advances
shall be considered to be additional loans to Borrower secured by
the  Deed  of  Trust  and bearing interest at  the  default  rate
provided in the Note.

     2.5  Payment of Expenses.

          Borrower  shall pay all reasonable costs  and  expenses
incurred by Bank in connection with the making, disbursement  and
administration of the Loan, as well as any revisions, extensions,
renewals or "workouts" of the Loan, and in the exercise of any of
Bank's  rights or remedies under this Loan Agreement. Such  costs
and  expenses  include  title  insurance,  recording  and  escrow
charges,  fees for appraisal (but not more than one appraisal  in
any twelve (12) month period), environmental services, legal fees
and  expenses of Bank's counsel and any other reasonable fees and
costs  for  services,  regardless of whether  such  services  are
furnished  by  Bank's  employees or by  independent  contractors.
Borrower acknowledges that the Loan tee does not include  amounts
payable by Borrower under this section. All such sums incurred by
Bank  and  not  immediately  reimbursed  by  Borrower  shall   be
considered an additional loan to Borrower secured by the Deed  of
Trust  and bearing interest at the default rate provided  in  the
Note.

     2.6  Financial and Other Information.

          If  Borrower or any Guarantor is other than  a  natural
person  or  a  trust,  Borrower shall provide  Bank,  within  one
hundred  - twenty (120) days of the close of Borrower's and  each
such  Guarantor's fiscal year-end, its and each such  Guarantor's
annual  financial statements, including a year-end balance  sheet
and  annual profit and loss statement and shall provide Bank  its
and  each  such Guarantor's tax returns, together with 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.   If
Borrower  or  any  Guarantor  is a natural  person  or  a  trust,
Borrower  shall  provide Bank its and each such Guarantor's  year
end financial statement within one hundred - twenty (120) days of
the fiscal year end and shall provide copies of its and 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. Borrower shall also provide  an
annual operating statement and rent roll on the Property in  form
and  substance satisfactory to Bank within ninety  (90)  days  of
Borrower's fiscal year-end. Within thirty (30) days after request
by  the Bank, Borrower shall promptly provide Bank with any other
financial   or   other  information  concerning  its   and   each
Guarantor's affairs and properties as Bank may request.

     2.7  Notices.

          Borrower shall promptly notify Bank in writing of:

          (a)   any  litigation filed against Borrower, Guarantor
or the Property, and litigation filed against the General Partner
of  Borrower  that  directly relates to the Property,  where  the
amount  claimed is One Hundred Thousand Dollars ($100,000.00)  or
more;

          (b)   any  notice  that the Property or  Borrower's  or
Guarantor's  business fails in any respect  to  comply  with  any
applicable law, regulation or court order; and

          (c)   any  material  adverse  change  in  the  physical
condition  of  the  Property  or Borrower's  or  any  Guarantor's
financial  condition  or  operations or other  circumstance  that
adversely  affects  Borrower's intended use of  the  Property  or
Borrower's or Guarantor's ability to repay the Loan.


     2.8  Indemnity.

          Borrower  agrees  to  indemnify,  defend  with  counsel
acceptable  to Bank, and hold Bank harmless from and against  all
liabilities,   claims,  actions,  damages,  costs  and   expenses
(including all legal fees and expenses of Bank's counsel) arising
out  of or resulting from the ownership, operation, or use of the
Property, whether such claims are based on theories of derivative
liability,  comparative negligence or otherwise.  Notwithstanding
anything  to  the  contrary  in  any  other  Loan  Document,  the
provisions of this Section 2.8 shall not be secured by  the  Deed
of  Trust,  and  shall  survive  the  termination  of  this  Loan
Agreement, repayment of the Loan and foreclosure of the  Deed  of
Trust or similar proceedings.

     2.9  Preservation of Rights: Maintenance of Properties.

          Borrower   shall  obtain  and  preserve   all   rights,
privileges  and  franchises  necessary  or  desirable   for   the
operation of the Property and the conduct of Borrower's business.
Borrower shall maintain all its properties in good condition.

     2.10 Performance of Acts.

          Upon  request by Bank, Borrower shall perform all  acts
which  may  be  necessary or advisable to  perfect  any  lien  or
security interest provided for in the Loan Documents or to  carry
out the intent of the Loan Documents.

     2.11 Keeping Guarantor Informed.

          Borrower  shall  keep  each  Guarantor,   informed   of
Borrower's  financial condition and business operations  and  all
other  circumstances which may affect Borrower's ability  to  pay
and  perform  its  obligations  under  the  Loan  Documents.   In
addition, Borrower shall deliver to each such person all  of  the
financial information required to be furnished to Bank hereunder.

     2.12 Maximum Loan-to-Value Ratio.

Borrower  agrees that the ratio of the total committed amount  of
the  Loan  to the current "as is" value of the Property ("Current
As  Is Value") shall at no time exceed eighty percent (80%)  (the
"Maximum  Loan-to-Value  Ratio"). If the  debt  service  coverage
("DSC")  for the Property falls below 1. lOX DSC annually,  based
on  the Property's actual annual net operating income ("NOI")  as
reported annually by Borrower, divided by the debt service
on the Loan utilizing the remaining amortization schedule and the
current note rate as defined in the Promissory Note, an appraisal
may be required at Bank's option, but not more than annually,  at
Borrower's  expense.  For purposes of this  section,  Bank  shall
determine the Current As Is Value of the Property by an appraisal
using a methodology which (i) conforms to then-current regulatory
requirements,  (ii) is considered by Bank to  be  reasonable  and
appropriate under the circumstances, and (iii) takes into account
then-current   market  conditions,  including   vacancy   factor,
discount  rates,  and  rental  rates  and  concessions,  all   as
determined  by  Bank.  If Bank at any time should determine  that
such  ratio  has been exceeded, Bank may make written  demand  on
Borrower  to repay principal of the Loan in an amount  sufficient
in  Bank's reasonable judgment to cause the Maximum Loan-to-Value
Ratio  to  be  met.  Borrower shall  make  any  such  payment  of
principal  within  thirty  (30)  days  after  Bank's  demand.  No
Prepayment Fee will be assessed on such payment.

     2.13 Further Encumbrances.

          Borrower  acknowledges that Bank has  relied  upon  the
Property  not  being subject to additional liens or  encumbrances
for   reasons  which  include,  but  are  not  limited  to,   the
possibility  of  competing  claims  or  the  promotion  of  plans
disadvantageous to Bank in bankruptcy; the risks  to  Bank  in  a
junior  lienholder's  bankruptcy;  questions  which  involve  the
priority of future advances, the priority of future leases of the
Property, the marshaling of Borrower's assets, and Bank's  rights
to determine the application of condemnation awards and insurance
proceeds;  the impairment of Bank's option to accept  a  deed  in
lieu   of   foreclosure;   and  Bank's  requirements   concerning
Borrower's  preservation of its equity in the  Property  and  the
absence of debt which could increase the likelihood of Borrower's
inability  to perform its obligations when due. Therefore,  as  a
principal  inducement  to Bank to make  the  Loan  and  with  the
knowledge that Bank will materially rely upon this section in  so
doing.  Borrower  covenants not to voluntarily  or  involuntarily
encumber  the Property or any part thereof. Without limiting  the
generality  of  the foregoing and irrespective  of  the  priority
thereof,  no mortgages, deeds of trust or other forms of security
interests shall encumber any real or personal property  which  is
the  subject of any lien or security interest granted to Bank  as
security  for the Note. Encumbrances and hypothecations of  stock
or   partnership  interests  in  Borrower  or  any  successor  of
Borrower,  sale  lease-backs, transfers by leases  with  purchase
options,  and conveyances by real estate contract shall  each  be
deemed  an  encumbrance for the purposes  of  this  Section.  Any
transfers  (i) of partnership interests in Historic  Preservation
Properties  1989 Limited Partnership ("HPP") or its  partners  or
(ii)  of  partnership interests by Joseph W. Angel II for  estate
planning  purposes, will neither violate the provisions  of  this
Section  nor  require the Beneficiary's consent but will  require
written notice to the Beneficiary. In the event of a transfer  of
the  interest of HPP to East Bank Angel Joint Venture  ('~EBAJV")
or of the interest of EBAJV to HPP in accordance with the Amended
and  Restated Agreement of Limited Partnership of Portland  Lofts
Associates Limited Partnership, as in effect on the date of this deed of
Trust,  the Beneficiary shall not increase the interest  rate  on
the Loan.



     2.14 UCC Searches.

          At  any time requested by Bank, Borrower will reimburse
Bank  for all expenses incurred by Bank to obtain current uniform
commercial  code searches made in the office of the Secretary  of
State  of the State of Oregon, and such other places as Bank  may
require, covering Borrower and such other persons and entities as
Bank  may  require.  Bank may require, at  its  sole  discretion,
Borrower  to  take action to remove filings related to  or  which
could  relate  to the Property, or any other collateral  for  the
Loan,  other than filings made pursuant to the Loan Documents  or
otherwise approved by Bank.

III. Use or Leasing of the Property.

     3.1  Use of the Property.

          Borrower shall develop and hold the Property as  income
property  for  lease to unaffiliated third parties in  accordance
with  the  provisions of this Article III provided however,  Bank
understands Borrower may desire to pursue condominium  conversion
of  the Property at a future date.  Bank, in its sole discretion,
reserves  the  right  to reach an underwriting  determination  on
whether  the  Bank  will  consent to  such  conversion  based  on
information required by the Bank at that time.

     3.2  Leasing.

          Except  as  otherwise approved by Bank in writing,  all
leases  of  space in the Property shall be documented  on  a  pro
forma  lease  approved by Bank, shall be entered into  with  bona
fide  third party tenants financially capable of performing their
obligations  under  their leases, and shall  reflect  arms-length
transactions  at  the  then current market  rate  for  comparable
space.  The  pro  forma  lease may be modified  so  long  as  the
modifications do not impair, or purport to impair, the Bank's, or
any  Lender's  rights under the pro forma lease.  Borrower  shall
perform  all  obligations  required to  be  performed  by  it  as
landlord  under  any lease affecting any part  of  the  Property.
Borrower  shall not accept payment of more than one month's  rent
in advance from any tenant.

     3.3  Delivery of Leasing Information and Documents.

          Borrower  shall  promptly deliver  to  Bank  such  rent
rolls,  leasing  schedules and reports, operating  statements  or
other leasing information as Bank from time to time may
request,  and  shall promptly notify Bank of any material  tenant
dispute  or  material adverse change in leasing activity  on  the
Property.  Borrower shall use all reasonable efforts to  promptly
obtain  and  deliver  to  Bank  such  estoppel  certificates  and
subordination and attornment agreements from tenants as Bank from
time  to time may require. In no event shall any approval by Bank
of  a  lease be a representation of any kind with regard  to  the
lease  or  its enforceability, or the financial capacity  of  any
tenant or lease guarantor.

     3.4  Income from Property.

          Borrower shall first apply all income derived from  the
Property,  including all income from leases,  to  pay  costs  and
expenses  associated  with the ownership, maintenance,  operation
and  leasing of the Property, including all amounts then required
to  be  paid  under the Loan Documents, before using or  applying
such  income  for  any  other purpose. No such  income  shall  be
distributed  or paid to any partner, shareholder or, if  Borrower
is  a trust, to any beneficiary or trustee, unless all such costs
and expenses which are then due have been paid in full.

IV.  Hazardous Substances.

     Notwithstanding any provision in the Deed of  Trust  or  any
other Loan Document, the provisions of this Article IV shall  not
be  secured by the Deed of Trust and shall survive termination of
this  Loan  Agreement, repayment of the Loan, and foreclosure  of
the Deed of Trust or similar proceedings.

     4.1  Definition of Hazardous Substance.

          For  purposes  of  this  Loan Agreement,  a  "Hazardous
Substance" is defined to mean any substance, material  or  waste,
including  asbestos and petroleum (including  crude  oil  or  any
fraction thereof), which is or becomes designated, classified  or
regulated  as  "toxic,"  "hazardous," a  "pollutant"  or  similar
designation under any federal, state or local law, regulation  or
ordinance.

     4.2  Indemnity Regarding Hazardous Substances.

          Borrower  agrees  to  indemnify,  defend  with  counsel
acceptable  to  Bank,  and hold Bank, its parent  and  affiliated
companies,  and  their respective officers, directors,  employees
and  agents,  harmless from and against all actual or  threatened
liabilities, claims, actions, damages (including foreseeable  and
enforceable  consequential damages), penalties,  costs,  expenses
(including  attorney's  fees) and losses directly  or  indirectly
arising  out  of or resulting from the presence of any  Hazardous
Substance in or around any part of the
Property  or  in  the  soil or groundwater  under  the  Property,
including  (1)  any  expenses incurred  in  connection  with  any
investigation  of  site  conditions or  any  clean-up,  remedial,
removal  or  restoration work, and (2) any resulting  damages  or
injuries to the person or property of any third parties or to any
natural   resources.   In  addition,  Borrower  shall   similarly
indemnify,  defend and hold harmless any persons  purchasing  the
Property  through a foreclosure sale or following  a  foreclosure
sale,  and any persons purchasing the Loan or any portion  of  or
interest in it.

     4.3  Representation and Warranty.

          Before signing this Loan Agreement, Borrower researched
and inquired into the previous, current and contemplated uses and
ownership of the Property. Based on that due diligence,  Borrower
represents  and warrants that, to the best of its  knowledge,  no
Hazardous  Substance  has been or will be disposed  of,  released
onto or otherwise exists in, on, or under the Property, except as
Borrower has disclosed to Bank in writing.

     4.4  Compliance with Law: Notices.

          Borrower  has complied, and shall comply and cause  all
occupants  of the Property to comply, with all laws,  regulations
and ordinances governing or applicable to Hazardous Substances as
well  as  the  recommendations  of  any  qualified  environmental
engineer or other expert. Borrower shall promptly notify Bank  if
it  knows or suspects there may be any Hazardous Substance in  or
around  the  Property,  or in the soil or groundwater  under  the
Property,  or  if any action or investigation by any governmental
agency  or  third  party  pertaining to Hazardous  Substances  is
pending or threatened.

V.   Representations and Warranties.

     Borrower promises that each representation and warranty  set
forth below is true, accurate and correct.

     5.1  Formation: Authority.

          If Borrower is anything other than a natural person, it
has  complied  with  all  laws  and  regulations  concerning  its
organization, existence and the transaction of its business,  and
is  in  good  standing or existence in each  state  in  which  it
conducts its business. Borrower is authorized to execute, deliver
and perform its obligations under each of the Loan Documents.

     5.2  No Violation.

     Neither Borrower nor the Property is in violation of, nor do
the terms of this Loan Agreement  conflict with, any regulation or
ordinance,  any order of any court or governmental  entity,  or  any
covenant or  agreement  affecting Borrower or the Property.
There  are  no  claims,  actions, proceedings  or  investigations
pending or threatened against Borrower  or  affecting the Property 
except for those  previously disclosed by Borrower to Bank in writing.

     5.3  Financial Information.

     All  financial  information  which  has  been  and  will  be
delivered  to  Bank, including all information  relating  to  the
financial  condition of Borrower, any of its  members,  partners,
shareholders,  or  other  principals,  any  Guarantor,  and   the
Property,  does  and  will  fairly and accurately  represent  the
financial condition being reported on.  All such information  was
and  will  be  prepared  in  accordance with  generally  accepted
accounting  principles  consistently  applied,  unless  otherwise
noted.  As of the date hereof, there has been no material adverse
change in any financial condition reported at any time to Bank.

     5.4  Borrower Not a "Foreign Person".

Borrower is not a "foreign person" within the meaning of  Section
1445(t)(3) of the Internal Revenue Code of 1986, as amended  from
time to time.


     5.5  Disclosure to Guarantor.

     Before  each Guarantor, became obligated in connection  with
the  Loan, Borrower made full disclosure to that person regarding
Borrower's  financial condition and business operations  and  all
other  circumstances bearing upon Borrower's ability to  pay  and
perform its obligations under the Loan Documents.

                    VI.  Default and Remedies.

     6.1  Events of Default.

Borrower  will be in default under this Loan Agreement  upon  the
occurrence of any one or more of the following events ("Event  of
Default"):

          (a)   Borrower fails to make any payment due under  the
Note,  or  fails to make any payment demanded by Bank  under  any
Loan  Document, within fifteen (15) days after the  date  due  or
demand; or

     (b)    Borrower fails to comply with any covenant  contained
in  this  Loan Agreement other than those referred to  in  clause
(a),  and  does not either cure that failure within  thirty  (30)
days after written notice from Bank, or, if the default cannot be
reasonably cured in thirty days, within a reasonable time; or

          (c)   Borrower or any Guarantor, or Borrower's managing
general   partner  if  it  is  a  partnership  or  its   majority
shareholder  if  it is a corporation, becomes  insolvent  or  the
subject  of  any  bankruptcy or other  voluntary  or  involuntary
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),
in  or  out  of  court,  for  the adjustment  of  debtor-creditor
relationships; or

          (d)  Borrower or any Guarantor dissolves or liquidates,
or  any  of  these events happens to Borrower's managing  general
partner  if  it  is  a partnership or to its chief  executive  or
majority  shareholder if it is a corporation, or, if Borrower  or
any  Guarantor  is  a trust, the trust is revoked  or  materially
modified or there is a change or substitution of the trustee; or

          (e)    Borrower  or  any  Guarantor  dies  or   becomes
permanently  disabled,  or  any  of  these  events   happens   to
Borrower's or any Guarantor's managing general partner, if it  is
a   partnership,  its  chief  executive  officer,  if  it  is   a
corporation,  or  its  trustee, if it is a  trust  unless  within
ninety  (90)  days  of  the  death  or  disability,  Borrower  or
Guarantor   provides  a  substitute  borrower  or  guarantor   or
additional  collateral,  satisfactory to  Bank,  in  Bank's  sole
discretion; or

          (f)   Any  representation or warranty made or given  in
any of the Loan Documents proves to be false or misleading in any
material respect; or

          (g)  Any Guarantor revokes its Guaranty or any Guaranty
becomes ineffective for any reason; or

          (h)   An Event of Default occurs under any of the  Loan
Documents; or

          (i)   Bank fails to have an enforceable first lien on or
security interest  in  any property given as security to;   0r   the
Loan (except as approved by Bank in writing); or

           (j)    A  judgement  or judgements are  entered  against
Borrower or any Guarantor in excess of $100,000.00 which are  not
covered  by  insurance or are not satisfied or bonded within  the
time  required  by law, if the same materially adversely  affects
Borrower's or such Guarantor's ability to repay the Loan, or  any
governmental  authority  takes action that  materially  adversely
affects Borrower's intended use of the Property or Borrower's  or
any Guarantor's ability to repay the Loan; or

          (k)   Borrower, any Guarantor or any person  affiliated
with  Borrower or any Guarantor fails to meet the conditions  of,
or  fails  to  perform any obligation under, any other  agreement
Borrower  has  with  Bank  or any affiliate  of  Bank  after  any
applicable  notice  and  cure period provided  therein.  For  the
purposes of this section, "affiliated with" means in control  of,
controlled by or under common control with; or

          (I)   Borrower defaults in connection with  any  credit
such  person has with any lender, if the default consists of  the
failure to make a payment when due or gives the other lender  the
right to accelerate the obligation; or

          (m)   There  is a material adverse change in Borrower's
or  any  Guarantor's financial condition that materially  impairs
Borrower's  intended  use of the Property or  Borrower's  or  any
Guarantor's ability to repay the Loan.

                    6.2  Remedies.

If an Event of Default occurs under this Loan Agreement,

          (a)  Bank may exercise any right or remedy which it has
under  any of the Loan Documents, or which is otherwise available
at  law or in equity or by statute, and all of Bank's rights  and
remedies shall be cumulative. All of Borrower's obligations under
the  Loan  Documents  shall become immediately  due  and  payable
without  notice  of default, presentment or demand  for  payment,
protest or notice of nonpayment or dishonor, or other notices  or
demands   of  any  kind  or  character,  all  at  Bank's  option,
exercisable in its sole discretion.

          (b)   Bank  shall have the right in its sole discretion
to  enter  the  Property and take possession of  it,  whether  in
person,  by  agent or by court-appointed receiver, collect  rents
and  otherwise protect its collateral. If Bank exercises  any  of
the rights or remedies provided in this clause (b), that exercise
shall not make Bank a partner or joint venture of Borrower.   All
sums  which  are  expended by Bank in preserving  its  collateral
shall be considered an additional loan to Borrower secured by the
Deed  of  Trust and bearing interest at the default rate provided
in the Note.


                    VII. Arbitration.

     7.1  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  Loan
Agreement 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  Loan
Agreement,  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.

                    7.2  Real Property Collateral.

Notwithstanding the provisions of Section 7.1, 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  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.

                    7.3    Provisional  Remedies  Self-Help   and
          Foreclosure.

No provision of this Article VII shall limit the right of any party to
this  Loan  Agreement  to  exercise self-help  remedies  such  as
setoff,  foreclosure  against or sale of  any  real  or  personal
property  collateral  or  security, or obtaining  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.


                    VIII.     Miscellaneous Provisions.

                    8.1  No Waiver Consents.

No alleged waiver by Bank shall be effective unless in writing, and no
waiver shall be construed as a continuing waiver. No waiver shall
be  implied from any delay or failure by Bank to take  action  on
account of any default of Borrower. Consent by Bank to any act or
omission by Borrower shall not be construed as a consent  to  any
other or subsequent act or omission.

                    8.2  No Third Parties Benefited.

This Loan Agreement is made and entered into for the sole protection
and  benefit  of  Bank  and  Borrower and  their  successors  and
assigns. No trust fund is created by this Loan Agreement  and  no
other  persons or entities shall have any right of  action  under
this Loan Agreement or any right to the Loan funds.

                    8.3  Notices.

All notices given under this Loan Agreement shall be in writing and
shall  be  effectively served upon delivery, or if  mailed,  upon
receipt of certified United States mail, postage prepaid, sent to
the  party  at its address appearing below its signature.   Those
addresses  may be changed by either party by notice to the  other
party.

                    8.4  Attorneys' Fees.

If any lawsuit, reference or arbitration is commenced which arises out
of,  or  which relates to this Loan Agreement, the Loan Documents
or  the  Loan,  including any alleged tort action, regardless  of
which  party commences the action, the prevailing party shall  be
entitled to recover from each other party such sums as the court,
referee  or  arbitrator  may adjudge to be reasonable  attorneys'
fees  in  the action or proceeding or appeal or review therefrom,
in  addition to costs and expenses otherwise allowed by  law.  In
all other situations, including any bankruptcy or other voluntary
or involuntary proceeding, in or out of court, for the adjustment
of  debtor-creditor relationships, Borrower agrees to pay all  of
Bank's  costs and expenses, including attorneys' fees, which  may
be  incurred in any effort to collect or enforce the Loan or  any
part  of  it  or any term of any Loan Document. From the  time(s)
incurred until paid in full to Bank, all sums shall bear interest
at the default rate provided in the Note.

                    8.5  Heirs. Successors and Assigns.

The terms of this Loan Agreement shall bind and benefit the heirs,
legal  representatives, successors and assigns  of  the  parties;
provided,  however,  that  Borrower  may  not  assign  this  Loan
Agreement  without the prior written consent of Bank. Bank  shall
have  the  right  to transfer the Loan to any  other  persons  or
entities  without the consent of or notice to Borrower. Provided,
however,  in  the  case  of  an unaffiliated  entity,  Bank  will
undertake  its best efforts to provide notification to  Borrower.
Without  the consent of or notice to Borrower, Bank may  disclose
to  any  prospective purchaser of any securities issued by  Bank,
and to any prospective or actual purchaser of any interest in the
Loan  or  any other loans made by Bank to Borrower, any financial
or  other  information  relating to Borrower,  the  Loan  or  the
Property.

                    8.6  Interpretation.

The language of this Loan Agreement shall be construed as a whole
according  to its fair meaning, and not strictly for  or  against
any  party.  The  word  "include(s)" means  "include(s),  without
limitation," and the word "including" means "including,  but  not
limited  to." Whenever Borrower is obligated to pay or  reimburse
Bank  for  any  attorneys' fees, those  fees  shall  include  the
allocated  costs  for  services of in-house  counsel.  This  Loan
Agreement  is  the  result  of substantial  negotiations  between
Borrower  and Bank and shall be construed in accordance with  the
fair  intent and meaning of the language contained in  this  Loan
Agreement  in  its entirety and not for or against either  party,
regardless  of which party (or its legal counsel) was responsible
for  its  preparation. Borrower and Bank each  represent  to  the
other  that  each  has consulted with its own  legal  counsel  in
connection with Loan Agreement.

     8.7  Miscellaneous.

     This Loan Agreement may not be modified or amended except by
a  written  agreement signed by the parties.  The  invalidity  or
unenforceability  of  any  one or more provisions  of  this  Loan
Agreement shall in no way affect any other provision. If Borrower
consists of more than one person or entity, each shall be jointly
and severally liable to Bank for the faithful performance of this
Loan Agreement and the other Loan Documents. If Borrower consists
of  or  is  comprised  of  more than one person  or  entity,  any
reference  to  Borrower  shall refer to  each  person  or  entity
comprising Borrower. Time is of the essence in the performance of
this  Loan  Agreement  and the other Loan  Documents.  This  Loan
Agreement shall be governed by Oregon law.

               8.8  Inte ration and Relation to Loan Commitment.

     The  Loan  Documents  fully  state  all  of  the  terms  and
conditions  of  the  parties'  agreement  regarding  the  matters
mentioned  in  or  incidental to this Loan  Agreement.  The  Loan
Documents  supersede  all oral negotiations  and  prior  writings
concerning  the  subject matter of the Loan Documents,  including
any loan commitment issued to Borrower.

     8.9  Relationships with Other Bank Customers.

     From time to time, Bank may have business relationships with
Borrower's customers, suppliers, contractors, tenants,  partners,
shareholders,  officers  or directors, with  businesses  offering
products  or  services  similar to those  of  Borrower,  or  with
persons  seeking to invest in, borrow from or lend  to  Borrower.
Borrower  agrees  that  in no event shall Bank  be  obligated  to
disclose  to Borrower any information concerning any  other  Bank
customer. Borrower further agrees that Bank may extend credit  to
those  parties and may take any action it may deem  necessary  to
collect  any such credit, regardless of any effect the  extension
or  collection  of  such credit may have on Borrower's  financial
condition or operations.

     8.10 Limitation on Recourse. This Loan Agreement is executed
in  connection with a term loan made by the Bank to the Borrower.
Notwithstanding any other provisions of the Loan Agreement to the
contrary,  neither Historic Preservation Properties 1989  Limited
Partnership, a Delaware limited partnership ("HPP"), which is one
of  the  Borrower's  two  general  partners,  nor  HPP's  general
partners shall have any personal liability for the payment of the
loan  secured  by  the  Deed of Trust or any  liability  for  the
performance  of  the Borrower's obligations and the  Bank's  sole
remedy  in  the  case  of HPP shall be to proceed  against  HPP's
interest  in  the  property  and  improvements  or  any  proceeds
thereof. The preceding sentence shall not preclude the Bank  from
enforcing the Bank's rights against the property and improvements
and  against  other parties liable for the payment  of  the  loan
secured  by a Deed of Trust, nor shall it preclude the Bank  from
joining  HPP  or  its  general  partners  in  any  proceeding  to
foreclose  the Bank's Deed of Trust, security interest and  other
liens securing the Borrower's obligations pursuant to such loan.


     8.11 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:

          Borrower  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,  Borrower 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.

          PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP,
          a Delaware Limited partnership

               BY:   East  Angel Joint Venture, an Oregon joint
                     venture, General Partne
                     By:  Joseph W. Angel 

               BY:   Pacific Star Corporation, an Oregon corporation
                     BY:  Joseph W.Angel
                          President


               BY:  Historic Preservation Properties 1989 Limited
          Partnership,  a  Delaware Limited partnership,  General
          Partner

               By:  Boston Historic Partners Limited Partnership,
                    a   Massachusetts  limited  partnership,   General
                    Partner

               By:  Portfolio   Advisory   Services,   Inc.,    a
                    Massachusetts corporation, General Partner

               By:  Terrence P. Sulllivan
                    President 

               By:  Terrence P. Sullivan
                    General Partner


     8.12 Statutory Notice.

          "UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
COMMITMENTS MADE BY US AFTER OCTOBER 3,1989 CONCERNING LOANS
OR OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY
OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE
SIGNED BY US TO BE ENFORCEABLE".

                             WARNING

          Unless you provide us with evidence of the insurance
     coverage as required by our contract or loan agreement, we
     may purchase insurance at your expense to protect our
     interest. This insurance may, hut need not, also protect
     your interest. If the collateral becomes damaged, the
     coverage we purchase may not pay any claim you make or any
     claim made against you. You may later cancel this coverage
     by providing evidence that you have obtained property
     coverage elsewhere.

          You are responsible for the cost of any insurance
     purchased by us. The cost of this insurance may be added to
     your contract or loan balance. If the cost is added to you
     contract or loan balance, the interest rate on the
     underlying contract or loan will apply to this added amount.
     The effective date or coverage may be the date your prior
     coverage lapsed or the date you failed to provide proof of
     coverage.

          The coverage we purchase may be considerably more
     expensive than insurance you can obtain on your own and may
     not satisfy any need for property damage coverage or any
     mandatory liability insurance requirements imposed by
     applicable law.



BORROWER:      PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP,
               a Delaware limited partnership


               BY:  East Bank Angel Joint Venture, an Oregon
                    joint venture, General Partner

                    By:  Joseph W. Angel



                    By:   Pacific Star Corporation, an Oregon
                          corporation

                          By:  Joseph W. Angel
                               President


               BY:  Historic    Preservation   Properties    1989
                    Limited   Partnership,  a  Delaware   limited
                    partnership, General Partner

                    By:  Boston Historic Partners Limited Partnership,
                         a  Massachusetts  limited  partnership,
                         General Partner

                          By:  Portfolio Advisory Services, Inc.,
                              a     Massachusetts    corporation,
                              General Partner

                              By:  Terrence P. Sullivan
                              Title: President

                              By:  Terrence P. Sulllivan
                                   General Partner

Adress:       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

BANK OF AMERICA OREGON,
an Oregon state chartered commercial bank

By:    Ann Young, Vice President


ADDRESS:       BANK OF AMERICA OREGON
               Loan Administration No.2098
               P.O. Box 3066
               Portland, Oregon 97208